Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


(Mark One)

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

 

For the quarterly period ended June 30, 2022March 31, 2023

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 numberFile Number 1-32167

 


 

VAALCO Energy, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware

76-0274813

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

  

9800 Richmond Avenue

Suite 700

Houston, Texas

77042

(Address of principal executive offices)

(Zip code)

 

(713) 623-0801

(Registrants telephone number, including area code)

 



 

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

EGY

New York Stock Exchange

Common Stock

EGY

London Stock Exchange

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No   ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non‑accelerated filer

 

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Rule 12b-2)Act).        Yes  ☐    No   ☒

 

As of July 31, 2022,May 8, 2023 there were outstanding 59,068,105106,772,598 shares of common stock, $0.10 par value per share, of the registrant.

 

 

 

 

 

 
 

 

VAALCO ENERGY, INC. AND SUBSIDIARIES

 

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

Condensed Consolidated Balance Sheets June 30, 2022March 31, 2023 and December 31, 20212022

2

Condensed Consolidated Statements of Operations Three and SixComprehensive Income Three Months Ended June 30,March 31, 2023 and 2022 and 2021

3

Condensed Consolidated Statements of Shareholders’ Equity Three and Six Months Ended June 30,March 31, 2023 and 2022 and 2021

4

Condensed Consolidated Statements of Cash Flows SixThree Months Ended June 30,March 31, 2023 and 2022 and 2021

5

Notes to Condensed Consolidated Financial Statements

7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

3745

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

5162

ITEM 4. CONTROLS AND PROCEDURES

5263

PART II. OTHER INFORMATION

5364

ITEM 1. LEGAL PROCEEDINGS

5364

ITEM 1A. RISK FACTORS

5364
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS64

ITEM 6. EXHIBITS

5866

Unless the context otherwise indicates, references to “VAALCO,” “the Company”, “we,” “our,” or “us” in this Quarterly Report on Form 10-Q are references to VAALCO Energy, Inc., including its wholly owned subsidiaries.

 

1

 

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

 

As of March 31, 2023

  

As of December 31, 2022

 
 As of June 30, 2022  

As of December 31, 2021

  

(in thousands)

 

ASSETS

 

(in thousands)

       

Current assets:

            

Cash and cash equivalents

 $53,062  $48,675  $52,119  $37,205 

Restricted cash

  216  79  76  222 

Receivables:

            

Trade, net

  70,274  22,464  30,795  52,147 

Accounts with joint venture owners, net of allowance of $0.0 million in both periods presented

  692  345 

Other, net

  10,699  9,977 

Accounts with joint venture owners, net of allowance for credit losses of $0.3 million in both periods presented

 25  15,830 

Foreign income taxes receivable

  2,769 

Other, net of allowance for credit losses of $3.5 and $0.0 million, respectively

 67,157  68,519 

Crude oil inventory

  13,867  1,593  11,778  3,335 

Prepayments and other

  8,064   5,156   17,424   20,070 

Total current assets

  156,874  88,289  179,374  200,097 
            

Crude oil and natural gas properties, equipment and other - successful efforts method, net

  151,718  94,324  499,953  495,272 

Other noncurrent assets:

            

Restricted cash

  1,752  1,752  1,771  1,763 

Value added tax and other receivables, net of allowance of $6.4 million and $5.7 million, respectively

  5,723  5,536 

Value added tax and other receivables, net of allowance of $9.0 million and $8.4 million, respectively

 8,026  7,150 

Right of use operating lease assets

  3,435  10,227  2,211  2,777 

Right of use finance lease assets

  1,713  0  91,198  90,698 

Deferred tax assets

  24,447  39,978  33,430  35,432 

Abandonment funding

  20,091  21,808  6,268  20,586 

Other long-term assets

  3,811   1,176   1,752   1,866 

Total assets

 $369,564  $263,090  $823,983  $855,641 

LIABILITIES AND SHAREHOLDERS' EQUITY

             

Current liabilities:

            

Accounts payable

 $19,151  $18,797  $49,982  $59,886 

Accounts with joint venture owners

  13,863  3,233  3,098  

Accrued liabilities and other

  99,220  49,444  80,707  91,392 

Operating lease liabilities - current portion

  3,123  9,642  2,040  2,314 

Finance lease liabilities - current portion

  326  0  6,907  7,811 

Foreign income taxes payable

  29,221  3,128  5,424   

Current liabilities - discontinued operations

  7   13   673   687 

Total current liabilities

  164,911   84,257   148,831   162,090 

Asset retirement obligations

  34,809  33,949  42,327  41,695 

Operating lease liabilities - net of current portion

  332  587  367  686 

Finance lease liabilities - net of current portion

  1,331   0  80,470  78,248 

Deferred tax liabilities

 79,854  81,223 

Other long-term liabilities

  16,959   25,594 

Total liabilities

  201,383   118,793   368,808   389,536 

Commitments and contingencies (Note 10)

                

Shareholders’ equity:

            

Preferred stock, $25 par value; 500,000 shares authorized, none issued

  0  0     

Common stock, $0.10 par value; 100,000,000 shares authorized, 70,125,626 and 69,562,774 shares issued, 59,068,105 and 58,623,451 shares outstanding, respectively

  7,013  6,956 

Common stock, $0.10 par value; 160,000,000 shares authorized, 120,116,106 and 119,482,680 shares issued, 107,318,214 and 107,852,857 shares outstanding, respectively

 12,012  11,948 

Additional paid-in capital

  77,919  76,700  354,499  353,606 

Less treasury stock, 11,057,521 and 10,939,323 shares, respectively, at cost

  (44,635) (43,847)

Accumulated other comprehensive income

 1,054  1,179 

Less treasury stock, 12,797,892 and 11,629,823 shares, respectively, at cost

 (53,029) (47,652)

Retained earnings

  127,884   104,488   140,639   147,024 

Total shareholders' equity

  168,181   144,297   455,175   466,105 

Total liabilities and shareholders' equity

 $369,564  $263,090  $823,983  $855,641 

 

See notes to condensed consolidated financial statements.

 

2

 

 

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME  (Unaudited)

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(in thousands, except per share amounts)

  

(in thousands, except per share amounts)

 

Revenues:

  

Crude oil and natural gas sales

 $110,985  $47,023  $179,641  $86,797 

Crude oil, natural gas and natural gas liquids sales

 $80,403  $68,656 

Operating costs and expenses:

  

Production expense

 25,475  16,419  43,835  32,552  28,200  18,360 

Exploration expense

 67  665  194  807  8  127 

Depreciation, depletion and amortization

 8,191  5,810  12,864  9,958  24,417  4,673 

General and administrative expense

 3,534  4,734  8,528  9,281  5,224  4,994 

Bad debt expense and other

  571   395   1,063   496 

Credit losses and other

  935   492 

Total operating costs and expenses

 37,838  28,023  66,484  53,094  58,784  28,646 

Other operating expense, net

  0   (126)  (5)  (486)     (5)

Operating income

  73,147   18,874   113,152   33,217   21,619   40,005 

Other income (expense):

  

Derivative instruments loss, net

 (9,542) (9,969) (41,300) (15,923)

Interest (expense) income, net

 (118) 1  (121) 6 

Other (expense) income, net

  (2,111)  (164)  (2,807)  4,416 

Derivative instruments gain (loss), net

 21  (31,758)

Interest expense, net

 (2,246) (3)

Other expense, net

  (1,140)  (696)

Total other expense, net

  (11,771)  (10,132)  (44,228)  (11,501)  (3,365)  (32,457)

Income from continuing operations before income taxes

 61,376  8,742  68,924  21,716  18,254  7,548 

Income tax expense

  46,252   2,825   41,624   5,911 

Income tax expense (benefit)

  14,771   (4,628)

Income from continuing operations

  15,124   5,917   27,300   15,805   3,483   12,176 

Loss from discontinued operations, net of tax

  (20)  (33)  (32)  (52)  (13)  (12)

Net income

 $15,104  $5,884  $27,268  $15,753  $3,470  $12,164 

Other comprehensive income (loss)

 

Currency translation adjustments

  (125)   

Comprehensive income

 $3,345  $12,164 
  

Basic net income per share:

  

Income from continuing operations

 $0.25  $0.10  $0.46  $0.27  $0.03  $0.21 

Loss from discontinued operations, net of tax

  0.00   0.00   0.00   0.00   0.00   0.00 

Net income per share

 $0.25  $0.10  $0.46  $0.27  $0.03  $0.21 

Basic weighted average shares outstanding

  58,925   58,072   58,814   57,855   107,387   58,702 

Diluted net income per share:

  

Income from continuing operations

 $0.25  $0.10  $0.45  $0.27  $0.03  $0.20 

Loss from discontinued operations, net of tax

  0.00   0.00   0.00   0.00   0.00   0.00 

Net income per share

 $0.25  $0.10  $0.45  $0.27  $0.03  $0.20 

Diluted weighted average shares outstanding

  59,361   58,574   59,278   58,527   108,752   59,179 

 

See notes to condensed consolidated financial statements.

 

3

 

 

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (Unaudited)

 

 

Common Shares Issued

  

Treasury Shares

  

Common Stock

  

Additional Paid-In Capital

  

Treasury Stock

  

Retained Earnings

  

Total

  

Common Shares Issued

  

Treasury Shares

  

Common Stock

  

Additional Paid-In Capital

  

Accumulated Other Comprehensive Loss

  

Treasury Stock

  

Retained Earnings

  

Total

 
 

(in thousands)

  

(in thousands)

 

Balance at January 1, 2022

 69,562  (10,939) $6,956  $76,700  $(43,847) $104,488  $144,297 

Balance at January 1, 2023

 119,483  (11,630) $11,948  $353,606  $1,179  $(47,652) $147,024  $466,105 

Shares issued - stock-based compensation

 300  (64) 30  168  0  0  198  633  (187) 64  210        274 

Stock-based compensation expense

     0  404  0  0  404        683        683 

Common Shares Purchased

  (981)    (4,517)  (4,517)

Treasury stock

   0 0 (387) 0 (387)           (860)   (860)

Dividend Distribution

     0  0  0  (1,929) (1,929)

Dividend Distributions

       (6,735) (6,735)

Cumulative effect of adjustment upon adoption of ASU 2016-13 on January 1, 2023

       (3,120) (3,120)

Other comprehensive loss

     (125)   (125)

Net income

        0   0   0   12,164   12,164                     3,470   3,470 

Balance at March 31, 2022

  69,862   (11,003) $6,986  $77,272  $(44,234) $114,723  $154,747 

Shares issued - stock-based compensation

 263  (54) 27  31  0  0  58 

Stock-based compensation expense

     0  616  0  0  616 

Treasury stock

   0 0 (401) 0 (401)

Dividend Distribution

     0  0  0  (1,943) (1,943)

Net income

        0   0   0   15,104   15,104 

Balance at June 30, 2022

  70,125   (11,057) $7,013  $77,919  $(44,635) $127,884  $168,181 

Balance at March 31, 2023

  120,116  (12,798) $12,012 $354,499 $1,054 $(53,029) $140,639 $455,175 

 

 

Common Shares Issued

  

Treasury Shares

  

Common Stock

  

Additional Paid-In Capital

  

Treasury Stock

  

Retained Earnings

  

Total

  

Common Shares Issued

  

Treasury Shares

  

Common Stock

  

Additional Paid-In Capital

  

Accumulated Other Comprehensive Loss

  

Treasury Stock

  

Retained Earnings

  

Total

 
 

(in thousands)

  

(in thousands)

 

Balance at January 1, 2021

 67,897  (10,366) $6,790  $74,437  $(42,421) $22,652  $61,458 

Balance at January 1, 2022

 69,562  (10,939) $6,956  $76,700  $  $(43,847) $104,488  $144,297 

Shares issued - stock-based compensation

 431  (155) 43  304  0  0  347  300  (64) 30  168        198 

Stock-based compensation expense

     0  323  0  0  323        404        404 

Treasury stock

     0  0  (403) 0  (403)           (387)   (387)

Dividend Distributions

        (1,929) (1,929)

Net income

        0   0   0   9,869   9,869                     12,164   12,164 

Balance at March 31, 2021

  68,328   (10,521) $6,833  $75,064  $(42,824) $32,521  $71,594 

Shares issued - stock-based compensation

 1,092  (314) 109  597  0  0  706 

Stock-based compensation expense

     0  117  0  0  117 

Treasury stock

     0  0  (765) 0  (765)

Net income

        0   0   0   5,884   5,884 

Balance at June 30, 2021

  69,420   (10,835) $6,942  $75,778  $(43,589) $38,405  $77,536 

Balance at March 31, 2022

  69,862  (11,003) $6,986 $77,272 $ $(44,234) $114,723 $154,747 

 

See notes to condensed consolidated financial statements.

 

4

 

 

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

 Six Months Ended June 30,  

Three Months Ended March 31,

 
 

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

  

(in thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net income

 $27,268  $15,753  $3,470  $12,164 

Adjustments to reconcile net income to net cash provided by operating activities:

      

Loss from discontinued operations, net of tax

 32  52  13  12 

Depreciation, depletion and amortization

 12,864  9,958  24,417  4,673 

Bargain purchase gain

 0  (7,651) 1,412   

Deferred taxes

 15,531  (1,511) 2,471  (10,318)

Unrealized foreign exchange loss (gain)

 360  (308)

Unrealized foreign exchange loss

 512  116 

Stock-based compensation

 2,264  2,073  649  1,422 

Cash settlements paid on exercised stock appreciation rights

 (805) (2,933) (233) (205)

Derivative instruments loss, net

 41,300  15,923 

Derivative instruments (gain) loss, net

 (21) 31,758 

Cash settlements paid on matured derivative contracts, net

 (33,559) (6,003) (59) (12,500)

Bad debt expense and other

 1,063  496 

Other operating expense, net

 5  486 

Cash settlements paid on asset retirement obligations

 (123)  

Credit losses and other

 935  492 

Other operating loss, net

   5 

Operational expenses associated with equipment and other

 718  521  (640) 240 

Cash advance for other long-term assets

 (1,072) 0 

Change in operating assets and liabilities:

      

Trade receivables

 (47,810) (17,645) 21,357  (22,152)

Accounts with joint venture owners

 10,283  642  18,911  (6,652)

Other receivables

 (943) (131) (2,309) (1,723)

Crude oil inventory

 (12,274) 3,508  (8,443) (3,041)

Prepayments and other

 1,570  (8,622) 983  (876)

Value added tax and other receivables

 (2,249) (500) (1,361) (1,076)

Other long-term assets

 1,051 (1,452)

Accounts payable

 (857) (10,597) (6,739) (10,132)

Foreign income taxes receivable/payable

 26,093  11,673  8,193  5,691 

Deferred tax liability

 (3,250)  

Accrued liabilities and other

  29,263   8,028   (19,177)  12,814 

Net cash provided by continuing operating activities

  69,045   13,212 

Net cash provided by (used in) continuing operating activities

  42,019   (740)

Net cash used in discontinued operating activities

  (38)  (52)  (13)  (18)

Net cash provided by operating activities

  69,007   13,160 

Net cash provided by (used in) operating activities

  42,006   (758)

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Property and equipment expenditures

 (60,278) (4,301)  (27,700)  (23,148)

Acquisition of crude oil and natural gas properties

  0   (22,505)

Net cash used in continuing investing activities

  (60,278)  (26,806)  (27,700)  (23,148)

Net cash used in discontinued investing activities

  0   0       

Net cash used in investing activities

  (60,278)  (26,806)  (27,700)  (23,148)

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Proceeds from the issuances of common stock

 257  1,053  274  198 

Dividend distribution

 (3,872) 0  (6,735) (1,929)

Treasury shares

 (788) (1,168) (5,377) (387)

Deferred financing costs

 (1,451) 0 

Payments of finance lease

  (68)  0   (1,701)   

Net cash used in continuing financing activities

  (5,922)  (115)  (13,539)  (2,118)

Net cash used in discontinued financing activities

  0   0       

Net cash used in financing activities

  (5,922)  (115)  (13,539)  (2,118)

Effects of exchange rate changes on cash

  (309)   

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 2,807  (13,761) 458  (26,024)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

  72,314   61,317   59,776   72,314 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

 $75,121  $47,556  $60,234  $46,290 

 

See notes to condensed consolidated financial statements.

 

5

 

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURES (Unaudited)

 

 

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

  

(in thousands)

 

Supplemental disclosure of cash flow information:

  

Interest paid, net of amounts capitalized

 $113 $0  $1,488  $ 

Supplemental disclosure of non-cash investing and financing activities:

  

Property and equipment additions incurred but not paid at end of period

 $29,155  $1,244  $39,584  $26,113 

Recognition of right-of-use finance lease assets and liabilities

 $1,851  $0  $1,429  $1,851 

Asset Retirement Obligations

 $0  $14,564 

 

See notes to condensed consolidated financial statements.

 

6

 

VAALCO ENERGY, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. ORGANIZATION AND ACCOUNTING POLICIES

 

VAALCO Energy, Inc. (together with its consolidated subsidiaries “we”, “us”, “our”, “VAALCO” or the “Company”) is a Houston, Texas-based independent energy company engaged in the acquisition, exploration, development and production of crude oil.oil, natural gas and natural gas liquids ("NGLs") properties. As operator, the Company has production operations and conducts exploration and development activities in Gabon West Africa.and Canada and hold interests in two production sharing contracts ("PSCs") in Egypt. The Company also has opportunities to participate in development and exploration activities in Equatorial Guinea, West Africa. As discussed further in Note 3 below, VAALCO has discontinued operations associated with activities in Angola, West Africa.Africa and Yemen.

 

The Company’s consolidated subsidiaries are VAALCO Gabon (Etame), Inc., VAALCO Production (Gabon), Inc., VAALCO Gabon S.A., VAALCO Angola (Kwanza), Inc., VAALCO Energy (EG), Inc., VAALCO Energy Mauritius (EG) Limited, VAALCO Energy, Inc. (UK Branch), VAALCO Energy (USA), Inc,Inc, VAALCO Energy (International), LLC, VAALCO Energy (Holdings), LLC, and VAALCOTransGlobe Energy Canada ULC, an unlimited liability company incorporated under the laws of the Province of AlbertaCorporation, TG Energy UK Ltd, TransGlobe Petroleum International Inc., TG Holdings Yemen Inc., TransGlobe West Bakr Inc., TransGlobe West Gharib Inc., TG Energy Marketing Inc., and a wholly owned subsidiary of the Company.TG NW Gharib Inc., TG S Ghazalat Inc.

 

These condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary for a fair presentation of results for the interim periods presented. All adjustments are of a normal recurring nature unless disclosed otherwise. Interim period results are not necessarily indicative of results expected for the full year.

These condensed consolidated financial statements have been prepared in accordance with rules of the Securities and Exchange Commission (“SEC”) and do not include all the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, which includes a summary of the significant accounting policies.

With respectOn October 5, 2022, the Organization of the Petroleum Exporting Countries, Russia and other allied producing countries (collectively, "OPEC+") announced plans to reduce overall oil production by 2 MMBbls per day starting November 2022 through December 2023. On April 3, 2023, OPEC+ reaffirmed this reduction and announced additional voluntary reductions totaling 1.2 MMBbls through December 2023 by various members in addition to the novel strain500 MBbls per day voluntary reduction already announced by Russia in February 2023. Included in the 1.2 MMBbls per day reduction was a voluntary reduction by the Gabonese government of coronavirus (“COVID-19”), during 2021,8 and continuing inMBbls per day. The Company has 2022,not crudereceived any mandate to reduce its current oil prices have experienced significant improvement and oil demand has stabilized over multiple quarters removing muchproduction from the Etame Marin block as a result of the uncertainty and instability in the industry. However during the second quarter of 2022 the BA.5 strain of the Omicron variant caused surges in infections worldwide. While COVID-19 related travel restrictions have gradually eased as governments and people continue to have increasing access to vaccines that help reduce the spread of COVID-19, new surges in infections and hospitalizations could alter the current environment. The significant decline in oil prices experienced in 2020 was, in part, due to disruptions in the worldwide economy due to the COVID-19 pandemic which quarantined people and restricted travel. To date the Company's operations have not been materially impacted by COVID-19, and worldwide we are seeing improving economic activity while managing the risk of a resurgence, but there can be no guarantees that COVID-19 will not have an impact on the Company or its operations.OPEC+ initiatives. 

 

In July 2021, OPEC+ agreed to increase production beginning in August 2021 and to gradually phase out prior production cuts by September 2022. The decision to continue to increase production was reaffirmed by an OPEC+ meeting held on August 3,2022.The average Brent crude oil price for the three months ended June 30, 2021,March 31, 2023 was $81 per barrel. The average Brent Crude oil price for the September 30, 2021, threeDecember 31, 2021, months ended March 31, 2022, and June 30, 2022, September 30, 2022 and December 31, 2022 was $69$100 per barrel, $73$113 per barrel, $79 per barrel, $100$100 per barrel and $113$88 per barrel,barrel, respectively.

During the year ended December 31, 2022 and continuing into 2023, the Company noticed that the lead times associated with obtaining materials to support its operations and drilling activities have lengthened and, in some cases, prices for fuel and materials have increased. Management believes the ongoing war between Russia and Ukraine and the slowdown of the economy in China and their related impact on the global economy are causing supply chain issues and energy concerns in parts of the global economy. In addition, increased inflation and higher interest rates are impacting the global supply chain market.

 

While the current communitycommodity price environment is still favorable and the Company has not experienced material disruptions to its operations as a result of COVID-19 any new outbreak or emergenceas result of a new variantother forces, including the Russia/Ukraine conflict or slowdown in the Chinese economy affecting the global market or further deteriorations of the global supply chain market may have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to complete future drilling campaigns and other efforts required to advance the development of its crude oil, and natural gas and NGLs properties.

 

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Principles of consolidation – The accompanying unaudited condensed consolidated financial statements (“Financial Statements”) include the accounts of VAALCO and its wholly owned subsidiaries. Investments in unincorporated joint ventures and undivided interests in certain operating assets are consolidated on a pro rata basis. All intercompany transactions within the consolidated group have been eliminated in consolidation.

 

Use of estimates – The preparation of the Financial Statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the Financial Statements and the reported amounts of revenues and expenses during the respective reporting periods. The Financial Statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates.

 

Estimates of crude oil, natural gas and NGLs reserves used to estimate depletion expense and impairment charges require extensive judgments and are generally less precise than other estimates made in connection with financial disclosures. Due to inherent uncertainties and the limited nature of data, estimates are imprecise and subject to change over time as additional information becomes available.

Cash and cash equivalents – Cash and cash equivalents includesinclude deposits and funds invested in highly liquid instruments with original maturities of three months or less at the date of purchase. The Company maintains its cash accounts in financial institutions that are insured by the Federal Deposit Insurance Corporation. From time to time, cash balances may exceed the insured amounts, however, the Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risks.

 

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Restricted cash and abandonment funding – Restricted cash includes cash that is contractually restricted. Restricted cash is classified as a current or non-current asset based on its designated purpose and time duration. Current amounts in restricted cash at June 30, 2022March 31, 2023 and 20212022 each include an escrow amount for the floating, production, storage and offloading vessel (“FPSO”), representing bank guarantees for customs clearance in Gabon. Long-term amounts at June 30, 2022March 31, 2023 and 20212022 include a charter payment escrow for the FPSO offshore Gabon as discussed inin Note 10 andand amounts set aside for the future abandonment of the Etame Marin block. The Company invests restricted and excess cash in readily redeemable money market funds. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows.

 

 

As of June 30,

  

As of March 31,

 
 

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

  

(in thousands)

 

Cash and cash equivalents

 $53,062  $22,884  $52,119  $18,939 

Restricted cash - current

 216  83  76  4,230 

Restricted cash - non-current

 1,752  1,752  1,771  1,752 

Abandonment funding

  20,091   22,837   6,268   21,369 

Total cash, cash equivalents and restricted cash

 $75,121  $47,556  $60,234  $46,290 

 

The Company conducts regular abandonment studies to update the estimated costs to abandon the offshore wells, platforms and facilities on the Etame Marin block. This cash funding is reflected under “Other noncurrent assets” as “Abandonment funding” on the unaudited condensed consolidated balance sheets. Future changes to the anticipated abandonment cost estimate could change the asset retirement obligation and the amount of future abandonment funding payments. See Note 10 for further discussion.

 

On February 28, 2019, the Gabonese branch of the international commercial bank holding the abandonment funds in a U.S. dollar ("USD") denominated account advised the Company that the bank regulator required transfer of the funds to the Bank Of Central African States (BEAC) which is the Central Bank (“Central Bank”) for Africanof the Economic and Monetary Community (“CEMAC”),of Central Africa (CEMAC) of which Gabon is one of the six member states, for conversion to local currency with a credit back to the Gabonese branch in local currency. The Company’s production sharing contract related to the Etame Marin block located offshore Gabon (“Etame PSC”)PSC provides these payments must be denominated in U.S. dollarsUSD and the CEMAC regulations provide for the establishment of a U.S. dollarUSD account with the Central Bank. Although the Company requested establishment of such account, the Central Bank did not comply with its requests until February 2021. since they were working on an abandonment fund common policy for the oil and gas Industry as well as the mining industry. As a result, the Company was not able to make the annual abandonment funding payments inpayment for the years 2019 through 2020 or 20212022 totaling $4.3$5.8 million, net to VAALCO based on the 2018 abandonment study. InOn FebruaryJanuary 12, 2023, of 2021, the Bank of Central African State (“BEAC”) authorized the Company to apply for a U.S. dollar denominated escrow account for the abandonment fund at Citibank Gabon (“Citibank”). Workingafter continued discussions with Citibank, on March 12, 2021 the Company filed the application to open the accountvarious BEAC and is currently awaiting the approval of the account from the Central Bank. Accordingly,government officials, the Company was not ableallowed to make ourre-establish a USD denominated account and made whole for the original USD amount of $37.3 million that was in the account prior to conversion to a local currency account in 2019.

In the first quarter of 2023, the Directorate of Hydrocarbons in Gabon approved a $26.6 million ($15.6 million, net to VAALCO) abandonment funding payment associated with the FPSO retirement. The Company received payment of $15.6 million in 2021.March 2023. In December 2021, as part of the new FX regulations issued by BEAC, BEAC allowed for the opening of U.S. dollars escrow accounts for the abandonment funds at BEAC.

The Company is currently working with the extractive industryDirectorate of Hydrocarbons in Gabon on establishing a payment schedule to formulate the agreements, which are expected to be finalized in 2022, that regulate these accounts. Accordingly, pursuant to Amendment No.5 of the Etame PSC that required these funds to be in U.S. dollars, once the account for the U.S. dollars abandonment fund is open at BEAC we will resume our funding of the abandonment fund in compliance with the Etame PSC.

 

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Accounts with joint venture owners, net – Accounts with joint venture owners represent the excess of charges billed over cash calls paid by the joint venture owners for exploration, development and production expenditures made by the Company as an operator.

Accounts Receivable and Allowance for Doubtful Accounts – The Company’s accounts receivable results from sales of crude oil production, joint interest billings to its joint interest owners for their share of expenses on joint venture projects for which the Company is the operator, and receivables from the government of Gabon for reimbursable Value-Added Tax (“VAT”). Collection efforts, including remedies provided for in the contracts, are pursued to collect overdue amounts owed to the Company. Portions of the Company’s costs in Gabon (including the Company’s VAT receivable) are denominated in the local currency of Gabon, the Central African CFA Franc (“XAF”). Most of these receivables have payment terms of 30 days or less. Joint owner receivables are secured through cash calls and other mechanisms for collection under the terms of the joint operating agreements. For credit losses associated with accounts with joint venture owners, seeallowance for credit losses below.

 

Accounts Receivable, netThe Company routinely assesses the recoverability of all material receivables to determine their collectability. The Company accrues a reserve on a receivable when, based on management’s judgment, it is probable that a receivable will not be collected and the amount of such reserve may be reasonably estimated. When collectability is in doubt, the Company records an allowance against theCompany’s trade accounts receivable results from sales of crude oil, natural gas, and a corresponding income charge for bad debts, which appears in the “Bad debt expense and other” line item of the condensed consolidated statements of operations.

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As of June 30, 2022, the outstanding VAT receivable balance, excluding the NGLs. For credit losses associated with accounts with trade receivables, seeallowance for bad debt, was approximately $17.4 million ($10.6 million, net to VAALCO). As of June 30, 2022, the exchange rate was XAF 627.6 = $1.00. As of December 31, 2021, the outstanding VAT receivable balance, excluding the allowance for bad debt, was approximately $14.5 million ($9.6 million, net to VAALCO). As of December 31, 2021, the exchange rate was XAF 578.2 = $1.00. The receivable amount, net of allowances, is reported as a non-current asset in the “Value added tax and other receivables” line item in the condensed consolidated balance sheets. Because both the VAT receivable and the related allowances are denominated in XAF, the exchange rate revaluation of these balances into U.S. dollars at the end of each reporting period also has an impact on the Company’s results of operations. Such foreign currency gains (losses) are reported separately in the “Other, net” line item of the condensed consolidated statements of operations.credit losses below.

The following table provides a roll forward of the aggregate allowance for bad debt:

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2022

  

2021

  

2022

  

2021

 
  

(in thousands)

 

Allowance for bad debt

                

Balance at beginning of period

 $(6,135) $(5,092) $(5,741) $(2,273)

Bad debt charge, net of receipts

  (571)  (395)  (1,063)  (496)

Adjustment associated with Sasol Acquisition

  0   0   0   (2,879)

Foreign currency gain (loss)

  317   (88)  415   73 

Balance at end of period

 $(6,389) $(5,575) $(6,389) $(5,575)

 

Other receivables, net– Under the terms of the Etame PSC, the Company can be required to contribute to meeting domestic market needs of the Republic of Gabon by delivering to it, or another entity designated by the Republic of Gabon, an amount of crude oil proportional to the Company’s share of production to the total production in Gabon over the year. In 2021, the Company was notified by the Republic of Gabon to deliver to a refinery its proportionate share of crude oil to meet the domestic market need as per the terms of the Etame PSC. The Company is entitled, per the Etame PSC, to a fixed selling price for the oil delivered. Since the crude-oilcrude oil produced by the Company was not compatible with the crude-oilcrude oil requirements of the refinery, the Company entered into 2two contracts to fulfill its domestic market needs obligation under the Etame PSC. One contract was to purchase oil from another producer that produced the compatible oil the refinery needs and another contract with the refinery itself to deliver the crude oil to.oil. Under the contract with the provider of the crude oil, the third party-party provider is entitled to a selling price consistent with the price the Company receives under the terms of the Etame PSC for the delivery of the crude oil to the refinery. As a result of these contracts and timing differences between when the oil is procured and when it is delivered to and paid for by the refinery, included in the Company’s June 30, 2022March 31, 2023 condensed consolidated balance sheet are current receivables in the "other, net" line item of approximately $10.7$16.8 million for amounts due to the Company from the refinery for 195228 MBbls delivered to the refinery, a $17.9 million current liability included in the "Account payable" line item for amounts due to the oil supplier for April 195 MBbls of purchased crude oil from the supplier in the second half of 2022and May 2022, a $19.1$2.5 million current liability included in the "Accrued liabilities and other" line item for amounts due to the oil supplier for 16332.5 MBbls of crude oil purchased in April March 2023.and

On JuneJanuary 19, 2022, TransGlobe’s West Gharib, West Bakr and $12.6North West Gharib (collectively the "Eastern Desert") concessions were merged into the Merged Concession Agreement with the Egyptian General Petroleum Corporation ("EGPC"). The Merged Concession includes improved cost recovery and production sharing terms scaled to oil prices with a new 15-year development term and a 5-year extension option. Upon execution of the Merged Concession, there was an effective date adjustment owed to the Company for the difference between historic and Merged Concession Agreement commercial terms applied against Eastern Desert production from the Merged Concession Effective Date, February 1, 2020. The cumulative amount of the effective date adjustment was estimated at $67.5 million includedand was recorded as part of the TransGlobe Arrangement. During the fourth quarter of 2022, the Company received $17.2 million of the receivable. At March 31, 2023, the remaining $50.3 million was recorded on the condensed consolidated balance sheet in current assets onreceivables in the "Crude oil inventory""Other, net" line itemitem. The Company continues to work with the marketing and scheduling department of EGPC, as well as the Ministry, to crystallize cargoes against the back dated receivable.

For credit losses associated with other receivables, seeallowance for 98 MBbls of crude oil procured in June 2022, which is 98 MBbls of the 163 MBbls included in accrued liabilities.credit losses below.

 

Value added tax and other receivables, net – The Company incurs receivables from the government of Gabon for reimbursable Value-Added Tax (“VAT”).  For the allowance associated with VAT, see allowance for credit losses and other below.  Since VAT is assessed under a foreign taxing authority, the allowance falls outside of the scope of the credit loss standard.  

As of March 31, 2023, the outstanding VAT receivable balance, excluding the allowance, was approximately $22.9 million ($14.9 million, net to VAALCO). As of March 31, 2023, the exchange rate was XAF 602.976 = $1.00. As of December 31, 2022, the outstanding VAT receivable balance, excluding the allowance, was approximately $21.8 million ($13.9 million, net to VAALCO). As of December 31, 2022, the exchange rate was XAF 612.6 = $1.00. The receivable amount, net of allowances, is reported as a non-current asset in the “Value added tax and other receivables” line item in the unaudited condensed consolidated balance sheets. Because both the VAT receivable and the related allowances are denominated in XAF, the exchange rate revaluation of these balances into U.S. dollars at the end of each reporting period also has an impact on the Company’s results of operations. Such foreign currency gains (losses) are reported separately in the “Other expense, net” line item of the condensed consolidated statements of operations and comprehensive income.

Allowance for credit losses and other – On January 1, 2023, the Company adopted Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”). ASU 2016-13 requires an entity to measure credit losses of certain financial assets, including trade receivables, utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. 

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The Company estimates the current expected credit losses based primarily using an either an aging analysis or discounted cash flow methodology that incorporates consideration of current and future conditions that could impact its counterparties’ credit quality and liquidity. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that the balance will not be collected.

The Company has identified the following types of financial assets that are within the scope of ASU 2016-13:

Accounts receivable with joint venture owners;
Trade accounts receivables;
Other receivables

As a result of adopting ASU 2016-13 on January 1, 2023, the Company recognized a $3.1 million provision ($18.2 million other receivable balance excluding the provision) for current expected credit losses on its other receivables related to amounts owed to the Company from the refinery in Gabon through a cumulative effect adjustment offset to retained earnings. During the three months ended March 31, 2023, the Company recorded an additional provision of $0.4 million for the oil delivered to the refinery during the quarter.

Also on January 1, 2023, the Company transferred its $0.3 million provision related toaccounts with joint venture owners from an allowance for bad debt account to an expected credit loss account. As of March 31, 2023, the Company has established a credit loss allowance for the full $0.3 million receivable from one of the non-operating partners in Block P offshore Equatorial Guinea. The Company is working with its partner on collecting payment.

During the three months ended March, 31, 2023, the Company recognized an additional $0.6 million provision related to its Value added tax with Gabon.

With respect to the Company’s receivable from the refinery and TVA receivable balances, collection efforts, including remedies provided for in the contracts, are being pursued to collect overdue amounts owed to the Company. The Company is in ongoing discussions with the Ministry of the Economy, Hydrocarbons and the Presidency of Gabon on finding a solution to the realization of the past due balances.

The following table provides an analysis of the change of the aggregate credit loss allowance and other allowances.

 

Three Months Ended March 31,

 
 

2023

 

2022

 
 

(in thousands)

 

Allowance for credit losses and other

      

Balance at beginning of period

$(8,704)$(5,741)

Credit loss charges and other, net of receipts

 (935) (492)

Cumulative effect of adjustment upon adoption of ASU 2016-13 on January 1, 2023

 (3,120)  

Foreign currency gain (loss)

 (73) 98 

Balance at end of period

$(12,832)$(6,135)

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Crude oil inventory – Crude oil inventories are carried at the lower of cost or net realizable value andvalue. In Gabon, inventories represent the Company's share of crude oil produced and stored on the FSO at March 31, 2023 or the FPSO at March 31, 2022, but unsold at the end of the period andperiod. In Egypt, inventory consists of the Company's entitlement crude oil purchasedbarrels not yet sold. The Company has made the decision to keep an inventory of crude in Egypt rather than perform direct sales in order to comply withpush for an export cargo during the domestic market needssecond quarter of the Republic of Gabon.  As of June 30, 20222023. At March 31, 2023, the crude oil inventory associated with the domestic market needs obligation was $12.6 million and the amount related to unsold crude oil inventory was $1.3 million.Company is in an underlift situation in Egypt.

 

Prepayments and Other – Included in “Prepayments and other” line item of the Company’s March 31, 2023 condensed consolidated balance sheet for the six months ended June 30, 2022are $6.0$2.5 million of prepayments related to fixed assets.assets, $1.6 million of prepayments related to royalties in Gabon, $1.9 million in prepaid insurance and other, $3.9 million related to prepaid fuel in Egypt, $2.2 million in advances to contractors, and $5.3 million in other prepaid items.

 

Materials and supplies – Materials and supplies, which are included in the “Prepayments and other” line item of the condensed consolidated balance sheet, are primarily used for production related activities. These assets are valued at the lower of cost, determined by the weighted-average method, or net realizable value.

 

Crude Oil and natural gas properties, equipment and other – The Company uses the successful efforts method of accounting for crude oil, and natural gas and NGLs producing activities. Management believes that this method is preferable, as the Company has focused on exploration activities wherein there is risk associated with future success and as such earnings are best represented by drilling results.

 

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Capitalized Equipment Inventory – Capitalized equipment inventory represents the costs incurred in bringing the inventory to its present location and condition and is based on purchase costs calculated on weighted average cost basis, including transportation costs. Capitalized equipment inventory is classified as long term when the Company expects to utilize the inventory beyond the normal operating cycle.

Capitalization – Costs of successful wells, development dry holes and leases containing productive reserves are capitalized and amortized on a unit-of-production basis over the life of the related reserves. Other exploration costs, including dry exploration well costs, geological and geophysical expenses applicable to undeveloped leaseholds, leasehold expiration costs and delay rentals, are expensed as incurred. The costs of exploratory wells are initially capitalized pending a determination of whether proved reserves have been found. At the completion of drilling activities, the costs of exploratory wells remain capitalized if a determination is made that proved reserves have been found. If no proved reserves have been found, the costs of exploratory wells are charged to expense. In some cases, a determination of proved reserves cannot be made at the completion of drilling, requiring additional testing and evaluation of the wells. Cost incurred for exploratory wells that find reserves that cannot yet be classified as proved are capitalized if (a) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (b) sufficient progress in assessing the reserves and the economic and operating viability of the project has been made. The status of suspended well costs is monitored continuously and reviewed quarterly. Due to the capital-intensive nature and the geographical characteristics of certain projects, it may take an extended period of time to evaluate the future potential of an exploration project and the economics associated with making a determination of its commercial viability. Geological and geophysical costs are expensed as incurred. Costs of seismic studies that are utilized in development drilling within an area of proved reserves are capitalized as development costs. Amounts of seismic costs capitalized are based on only those blocks of data used in determining development well locations. To the extent that a seismic project covers areas of both developmental and exploratory drilling, those seismic costs are proportionately allocated between development costs and exploration expense. 

 

Depreciation, depletion and amortization – Depletion of wells, platforms, and other production facilities are calculated on a block basis under the unit-of-production method based upon estimates of proved developed reserves. Depletion of developed leasehold acquisition costs are provided on a block basis under the unit-of-production method based upon estimates of proved reserves. Support equipment (other than equipment inventory) and leasehold improvements related to crude oil, and natural gas and NGLs producing activities, as well as property, plant and equipment unrelated to crude oil, and natural gas and NGLs producing activities, are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, which are typically three to five years for office and miscellaneous equipment and five to seven years for leasehold improvements.

 

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Impairment – The Company reviews the crude oil, and natural gas and NGLs producing properties for impairment on a block basis whenever events or changes in circumstances indicate that the carrying amount of such properties may not be recoverable. If the sum of the expected undiscounted future cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, an impairment charge is recorded based on the fair value of the asset. This may occur if the block contains lower than anticipated reserves or if commodity prices fall below a level that significantly effectsaffects anticipated future cash flows. The fair value measurement used in the impairment test is generally calculated with a discounted cash flow model using several Level 3 (as defined in the policy "Fair value" below) inputs that are based upon estimates the most significant of which is the estimate of net proved reserves. There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond the Company’s control. Reserve engineering is a subjective process of estimating underground accumulations of crude oil, and natural gas and NGLs that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. The quantities of crude oil, and natural gas and NGLs that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures and future crude oil and natural gas sales prices may all differ from those assumed in these estimates. Capitalized equipment inventory is reviewed regularly for obsolescence. When undeveloped crude oil, and natural gas and NGLs leases are deemed to be impaired, exploration expense is charged. Unproved property costs consist of acquisition costs related to undeveloped acreage in the Etame Marin block in Gabon, Canada, Egypt and in Block P in Equatorial Guinea. See Note 7 for further discussion.

 

Purchase Accounting – On FebruaryOctober 13, 2022, 25,2021, VAALCO Gabon S.A., a wholly ownedthe Company and AcquireCo, an indirect wholly-owned subsidiary of the Company, completed the business acquisition of Sasol Gabon S.A.’s (“Sasol’s”) 27.8% working interest in the Etame Marin block offshore GabonTransGlobe and TransGlobe became a direct wholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO, pursuant to the sale and purchase agreement (“SPA”) datedArrangement Agreement on NovemberJuly 13, 2022. 17,2020 (the “Sasol Acquisition”). The Company made various assumptions in determining the fair values of acquired assets and liabilities assumed. In order to allocate the purchase price, the Company developed fair value models with the assistance of outside consultants. These fair value models were used to determine the fair value associated with the reserves and applied discounted cash flows to expected future operating results, considering expected growth rates, development opportunities, and future pricing assumptions. The fair value of working capital assets acquired and liabilities assumed were transferred at book value, which approximates fair value due to the short-term nature of the assets and liabilities. The fair value of the fixed assets acquired was based on estimates of replacement costs and the fair value of liabilities assumed was based on their expected future cash outflows. See Note 3 for further discussion.

 

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Lease commitments – At inception, contracts are reviewed to determine whether an agreement contains a lease as defined under Accounting Standards Codification (“ASC”) 842, Leases. Further, if a lease is identified within the contract, a determination is made whether the lease qualifies as an operating or financing lease. Regardless of the type of lease, the initial measurement of the lease results in recording a right of use (“ROU”) asset and a lease liability at the present value of the future lease payments. ROU assets for operating leases are recorded under “Right of use operating lease assets” and the current portion and long-term portion of the lease liabilities for operating leases are reflected in “Operating lease liabilities – current portion” and “Operating lease liabilities – net of current portion” within the condensed consolidated balance sheets. ROU assets for financing leases are recorded within “Right of use financingfinance lease assets” and the current portion and long-term portion of the lease liabilities for financing leases are reflected in “Financing“Finance lease liabilities – current portion” and “Financing“Finance lease liabilities – net of current portion” within the condensed consolidated balance sheets.

 

Asset retirement obligations (ARO) – The Company has significant obligations to remove tangible equipment and restore land or seabed at the end of crude oil, and natural gas and NGLs production operations. The removal and restoration obligations are primarily associated with plugging and abandoning wells, removing and disposing of all or a portion of offshore crude oil, and natural gas and NGLs platforms, and capping pipelines. Estimating the future restoration and removal costs is difficult and requires management to make estimates and judgments. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety, and public relations considerations.

 

A liability for ARO is recognized in the period in which the legal obligations are incurred if a reasonable estimate of fair value can be made. The ARO liability reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with crude oil, and natural gas and NGLs properties. The Company uses current retirement costs to estimate the expected cash outflows for retirement obligations. Inherent in the present value calculation are numerous assumptions and judgments including the ultimate settlement amounts, inflation factors, credit-adjusted discount rates, timing of settlement, and changes in the legal, regulatory, environmental, and political environments. Initial recording of the ARO liability is offset by the corresponding capitalization of asset retirement cost recorded to crude oil, and natural gas and NGLs properties. To the extent these or other assumptions change after initial recognition of the liability, the fair value estimate is revised, and the recognized liability adjusted, with a corresponding adjustment made to the related asset balance or income statement, as appropriate. Depreciation of capitalized asset retirement costs and accretion of asset retirement obligations are recorded over time. Depreciation is generally determined on a units-of-production basis for crude oil, and natural gas and NGLs production facilities, while accretion escalates over the lives of the assets to reach the expected settlement value. Where there is a downward revision to the ARO that exceeds the net book value of the related asset, the corresponding adjustment is limited to the amount of the net book value of the asset and the remaining amount is recognized as a gain. See Note 13 for further discussion.

 

12

Revenue recognition The Company's revenues are derived primarily from contracts with customers. Royalties are considered to be part of the price of the sale transaction and are therefore presented as a reduction to revenues. Revenues associated with the sale of crude oil, natural gas and NGLs are measured based on the consideration specified in contracts with customers.

Revenues from contracts with customers are generated from sales in Gabon pursuant to crude oil sales and purchase agreements. There isrecognized when the Company satisfies a single performance obligation (delivering crudeby transferring a good or service to a customer. A good or service is transferred when the customer obtains control of the good or service. The transfer of control of oil, natural gas and NGLs usually coincides with title passing to the delivery point, i.e.customer and the connection to the customer’s crude oil tanker) that gives rise to revenue recognitioncustomer taking physical possession. VAALCO mainly satisfies its performance obligations at thea point in time whenand the amounts of revenues recognized relating to performance obligation event takes place. In addition to revenues from customer contracts, the Company has other revenues related to contractual provisions under the Etame PSC. The Etame PSC isobligations satisfied over time are not a customer contract. The terms of the Etame PSC includes provisions for payments to the government of Gabon for: royalties based on 13% of production at the published price and a shared portion of “Profit Oil” determined based on daily production rates, as well as a gross carried working interest of 7.5% (increasing to 10% beginning June 20,2026) for all costs. For both royalties and Profit Oil, the Etame PSC provides that the government of Gabon may settle these obligations in-kind, i.e. taking crude oil barrels, rather than with cash payments.significant. See Note 6 for further discussion.

In connection with the acquisition of TransGlobe on October 13, 2022, the Company has elected to continue its policy regarding shipping and handling costs and are presenting these costs net within revenue in the consolidated statements of operations and comprehensive income. In addition, the Company has elected to recognize revenue from oil, natural gas and NGL’s on the basis of the Company’s net working interest, less royalties on the consolidated statements of operations and comprehensive income. Any imbalances from an underlift or overlift position are valued based on the actual sales proceeds received.

 

Major maintenance activities – Costs for major maintenance are expensed in the period incurred and can include the costs of workovers of existing wells, contractor repair services, materials and supplies, equipment rentals and labor costs.

 

Stock-based compensation – The Company measures the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the date of the grant. The grant date fair value for options or stock appreciation rights (“SARs”) is estimated using either the Black-Scholes or Monte Carlo method depending on the complexity of the terms of the awards granted. The SARs fair value is estimated at the grant date and remeasured at each subsequent reporting date until exercised, forfeited or cancelled.

 

Black-Scholes and Monte Carlo models employ assumptions, based on management’s best estimates at the time of grant, which impact the calculation of fair value and ultimately, the amount of expense that is recognized over the life of the stock options or SAR award. These models use the following inputs: (i) the quoted market price of the Company’s common stock on the valuation date, (ii) the maximum stock price appreciation that an employee may receive, (iii) the expected term that is based on the contractual term, (iv) the expected volatility that is based on the historical volatility of the Company’s stock for the length of time corresponding to the expected term of the option or SAR award, (v) the expected dividend yield that is based on the anticipated dividend payments and (vi) the risk-free interest rate that is based on the U.S. treasury yield curve in effect as of the reporting date for the length of time corresponding to the expected term of the option or SAR award. 

 

11

For restricted stock, the grant date fair value is determined using the market value of the common stock on the date of grant.

 

The stock-based compensation expense for equity awards is recognized over the requisite or derived service period, using the straight-line attribution method over the service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards.

 

Unless the awards contain a market condition, previously recognized expense related to forfeited awards is reversed in the period in which the forfeiture occurs. For awards containing a market condition, previously recognized stock-based compensation expense is not reversed when the awards are forfeited. See Note 15 for further discussion.

 

Foreign currency transactions – The U.S. dollar is the functional currency of most of the Company’s foreign operating subsidiaries. However, in connection with the Company’s acquisition of TransGlobe, the Company acquired TransGlobe’s Canadian operations whose functional currency is the Canadian dollar. When the Company’s subsidiaries' functional currency is the US dollar, gains and losses on foreign currency transactions are included in income. When the Company’s subsidiaries' functional currency is the local currency, not the US dollar, the cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at current exchange rates are included in accumulated other comprehensive income. Both realized and unrealized foreign exchange gain and losses are recorded within the condensed consolidated statements of operations and comprehensive income line item “Other (expense) income, net”. 

13

Income taxes – The annual tax provision is based on expected taxable income, statutory rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. The determination and evaluation of the annual tax provision and tax positions involves the interpretation of the tax laws in the various jurisdictions in which the Company operates and requires significant judgment and the use of estimates and assumptions regarding significant future events such as the amount, timing and character of income, deductions and tax credits. Changes in tax laws, regulations, agreements and tax treaties or the level of operations or profitability in each jurisdiction would impact the tax liability in any given year. The Company also operates in foreign jurisdictions where the tax laws relating to the crude oil, and natural gas and NGLs industry are open to interpretation, which could potentially result in tax authorities asserting additional tax liabilities. While the income tax provision (benefit) is based on the best information available at the time, a number of years may elapse before the ultimate tax liabilities in the various jurisdictions are determined. WeThe Company also record as income tax expense the increase or decrease in the value of the government’s allocation of Profit Oil which results due to changes in value from the time the allocation is originally produced to the time the allocation is actually lifted.

 

Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence to estimate if existing deferred tax assets will be utilized, and when it is estimated to be more-likely-than-not that all or some portion of specific deferred tax assets, such as net operating loss carry forwards or foreign tax credit carryovers, will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that are estimated to not be realizable. Factors considered are earnings generated in previous periods, forecasted earnings and the expiration period of carryovers.

 

In certain jurisdictions, the Company may deem the likelihood of realizing deferred tax assets as remote where the Company expects that, due to the structure of operations and applicable law, the operations in such jurisdictions will not give rise to future tax consequences. For such jurisdictions, the Company has not recognized deferred tax assets. Should the expectations change regarding the expected future tax consequences, the Company may be required to record additional deferred taxes that could have a material effect on the condensed consolidated financial position and results of operations. See Note 16 for further discussion.

 

Derivative instruments and hedging activities – The Company enters into crude oil hedging arrangements from time to time in an effort to mitigate the effects of commodity price volatility and enhance the predictability of cash flows relating to the marketing of a portion of ourthe Company's crude oil production. While these instruments mitigate the cash flow risk of future decreases in commodity prices, they may also curtail benefits from future increases in commodity prices.

 

The Company records balances resulting from commodity risk management activities in the condensed consolidated balance sheets as either assets or liabilities measured at fair value. The Company has elected not to offset fair value amounts of qualifying derivatives under a master netting arrangement and associated fair value amounts for cash collateral receivables and payables. Gains and losses from the change in fair value of derivative instruments and cash settlements on commodity derivatives are presented in the “Derivative instruments loss, net” line item located within the “Other income (expense)” section of the condensed consolidated statements of operations.operations and comprehensive income. See Note 8 for further discussion.

Fair value – Fair value is defined as the price that would be received to sell an asset or the price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in determining fair value are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. The three input levels of the fair-value hierarchy are as follows:

Level 1 – Inputs represent quoted prices in active markets for identical assets or liabilities (for example, exchange-traded commodity derivatives).

 

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).

 

Level 3 – Inputs that are not observable from objective sources, such as internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in the internally developed present value of future cash flows model that underlies the fair-value measurement).

 

12

Nonrecurring Fair Value Measurements – The Company applies fair value measurements to its nonfinancial assets and liabilities measured on a nonrecurring basis, which consist of measurements or remeasurements of impairment of crude oil, and natural gas and NGLs properties, asset retirement assets and liabilities and other long-lived assets and assets acquired and liabilities assumed in a business combination. Generally, a cash flow model is used in combination with inflation rates and credit-adjusted, risk-free discount rates or industry rates to determine the fair value of the assets and liabilities. Based upon ourthe Company's review of the fair value hierarchy, the inputs used in these fair value measurements are considered Level 3 inputs.

 

14

Fair value of financial instruments – The Company’s current assets and liabilities include financial instruments such as cash and cash equivalents, restricted cash, accounts receivable, derivative assets and liabilities, accounts payable, accrued liabilities, liabilities for SARs and guarantees. As discussed further in Note 8, derivative assets and liabilities are measured and reported at fair value each period with changes in fair value recognized in net income. The derivatives referenced below are reported in “Accrued liabilities and other” on the condensed consolidated balance sheet. SARs liabilities are measured and reported at fair value using Level 2 inputs each period with changes in fair value recognized in net income. The current portion of the SARs liabilities is reported in “Accrued liabilities and other” on the condensed consolidated balance sheet.sheet while the long-term portion is reported in “Other long-term liabilities”. With respect to the other financial instruments included in current assetscash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, the carrying value of each financial instrument approximates fair value primarily due to the short-term maturity of these instruments.instruments and are considered Level 1 inputs. The Company generally extends unsecured credit to these clients; therefore, collection of receivables may be affected by the economy surrounding the oil and natural gas industry or other economic conditions. The Company closely monitors extensions of credit and may negotiate payment terms that mitigate risk.

 

  

As of June 30, 2022

   

As of March 31, 2023

 

Balance Sheet Line

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Balance Sheet Line

 

Level 1

  

Level 2

  

Level 3

  

Total

 
 (in thousands)  

(in thousands)

 

Assets

 

Derivative asset

Prepayments and other

 $  $124  $  $124 
  $  $124  $  $124 

Liabilities

  

SARs liability

Accrued liabilities and other

 $0  $1,049  $0  $1,049 

Accrued liabilities and other

 $  $297  $  $297 

Derivative liability - crude oil swaps

Accrued liabilities and other

  0   12,547   0   12,547 
  $0  $13,596  $0  $13,596   $  $297  $  $297 

 

`

 

As of December 31, 2022

 
  

As of December 31, 2021

 

Balance Sheet Line

 

Level 1

  

Level 2

  

Level 3

  

Total

 

Balance Sheet Line

 

Level 1

  

Level 2

  

Level 3

  

Total

  

(in thousands)

 

Assets

 

Derivative asset

Prepayments and other

 $  $102  $  $102 
 (in thousands)   $  $102  $  $102 

Liabilities

  

SARs liability

Accrued liabilities and other

 $0  $609  $0  $609 

Accrued liabilities and other

 $  $556  $  $556 

Derivative liability - crude oil swaps

Accrued liabilities and other

     4,806      4,806 
  $  $5,415  $  $5,415   $  $556  $  $556 

 

Earnings per Share – Basic earnings per common share is calculated by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated by dividing earnings available to common stockholders by the weighted average number of diluted common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities consist of unvested restricted stock awards and stock options using the treasury method. Under the treasury method, the amount of unrecognized compensation expense related to unvested stock-based compensation grants or the proceeds that would be received if the stock options were exercised are assumed to be used to repurchase shares at the average market price. When a loss exists, all potentially dilutive securities are anti-dilutive and are therefore excluded from the computation of diluted earnings per share. See Note 5 for further discussion. 

 

Other, net – “Other, net” in non-operating income and expenses includes gains and losses from foreign currency transactions as discussed above, as well as taxes other than income taxes. 

Other comprehensive income – All of the Company’s other comprehensive income arises from TransGlobe's Canadian operations whose functional currency is the Canadian dollar. Translation gains and losses occur when translating the financial statements of non-U.S. functional currency operations to the USD. These translation gains and losses are recorded as currency translation adjustments and presented as other comprehensive income on the consolidated statements of operations and comprehensive income. Translations occur as follows:

Income and expenses are translated at the date of the transaction.

Assets and liabilities are translated at the prevailing rate on the balance sheet date. The exchange rate to convert Canadian dollars (“CAD") to US dollars (“USD”) at December 31, 2022 and at March 31, 2023 was 0.738 USD and 0.739, respectively.

13
15

 
 

2. NEW ACCOUNTING STANDARDS

 

Not Yet Adopted

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASU”) No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“(“ASU 2016-13”) related to the calculation of credit losses on financial instruments. All financial instruments not accounted for at fair value will be impacted, including the Company’s trade and joint venture owners’ receivables. Allowances are to be measured using a current expected credit loss (“CECL”) model as of the reporting date that is based on historical experience, current conditions and reasonable and supportable forecasts. Thisis significantly different from the current model that increases the allowance when losses are probable. Initially, ASU 2016-13 wasis effective for all publicSecurities and Exchange Commission filers, excluding smaller reporting companies, for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. As a smaller reporting company, through December 31, 2022, the Company was required to adopt the new standard for the fiscal years and will be applied withbeginning after December 15, 2022, including interim periods within those fiscal years.

The Company adopted ASU 2016-13 ("ASC 326") on January 1, 2023 using the modified-retrospective approach. The modified-retrospective approach consists of applying the amendments in ASU 2016-03 through a cumulative-effect adjustment, if required, to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The FASB subsequently issued ASU No.2019-04 (“ASU 2019-04”): Codification Improvements to TopicCompany’s current method and timing of recognizing credit losses is in accordance with ASC 326 Financial Instruments-Credit Losses, Topicand is consistent with the previous method of recognizing credit losses, except for 815,one Derivatives, and Topic 825, Financial Instruments and ASU No.2019-05 (ASU 2019-05receivable, which now utilizes the Discounted Cash Flow method for computing its Expected Credit Loss ("ECL"): Financial Instruments-Credit Losses (Topic 326) - Targeted Transition Relief. ASU 2019-04 and ASU 2019-05 provide certain codification improvements related. The Company recorded an ECL allowance of $3.1 million as an opening balance adjustment to implementation of ASU 2016-13 and targeted transition relief consisting of an option to irrevocably elect the fair value option for eligible instruments.  In November 2019, the FASB issued ASU No.2019-10,Financial InstrumentsCredit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. This amendment deferred the effective date of ASU No.2016-13 fromretained earnings at January 1, 20202023. toSee Note January 1 2023 for calendar year end smaller reporting companies, which includes the Company.  The Company plans to defer the implementation of ASU 2016-13, and related updates, until January 2023.further details.

 

 

3. ACQUISITIONS AND DISPOSITIONS

 

PendingTransGlobe Merger

 

On JulyOctober 13, 2022, the Company and VAALCO Energy Canada ULC (“AcquireCo”), an Alberta unlimited liability company and an indirect wholly owned subsidiary ofAcquireCo completed the Company, entered into an Arrangement Agreement (the “Arrangement Agreement”)previously announced business combination with TransGlobe Energy Corporation, an Alberta corporation (“TransGlobe”), pursuant to which, among other things,whereby AcquireCo agreed to acquireacquired all of the issued and outstanding common shares of TransGlobe (the “Arrangement”), withand TransGlobe continuing asbecame a direct wholly owned subsidiary of AcquireCo and an indirect wholly-ownedwholly owned subsidiary of the Company. The aggregate consideration forCompany pursuant to an arrangement agreement entered into by the Arrangement is approximately $307 million. The $307 million aggregate consideration is estimated from the Company's share price of $6.23 at the close of businessCompany, AcquireCo and TransGlobe on July 13, 2022 (multiplied by the exchange ratio negotiated with TransGlobe of 0.6727 shares of the Company's stock for each TransGlobe share multiplied by the number of TransGlobe outstanding shares of 73,309,064.  The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”“Arrangement Agreement”) in accordance with the Business Corporations Act (Alberta) (the “ABCA”) and is subject to approval by the Court of Queen’s Bench of Alberta (the “Court”), the stockholders of the Company and the shareholders of TransGlobe, among other customary conditions for a transaction of this nature and size..

 

OnAt the terms and subject to the conditionseffective time of the Arrangement and pursuant to the Arrangement Agreement, each common share of TransGlobe issued and the Plan of Arrangement, atoutstanding immediately prior to the effective time of the Arrangement (the “Effective Time”), each“TransGlobe common share of TransGlobe that is issued and outstanding immediately priorshares”) was converted into the right to the Effective Time will be deemed to be transferred and assigned to AcquireCo in exchange forreceive 0.6727 (the “exchange ratio”) of a share of common stock, par value $0.10 per share, of the Company (“Exchange Ratio”)VAALCO common stock,” and each share of VAALCO common stock, (the “Consideration”a “VAALCO share”). No fractional sharesThe total number of VAALCO common stock will beshares issued in the Arrangement, andto TransGlobe’s shareholders will receive cash in lieu of any fractional shares of VAALCO common stock. Any shares in respect of which dissent rights have been properly exercised and not withdrawn pursuant to Section 191 of the ABCA, will be deemed to be transferred and assigned to VAALCO, but will not be entitled to the Consideration and will, instead, be subject to dissent rights under the ABCA, as modified by the Plan ofwas approximately 49.3 million. The Arrangement and the interim order of the Court.

The shareholders of TransGlobe will be asked to approve the Arrangement (the “TransGlobe Resolution”) at a shareholder meeting, and the stockholders of VAALCO will be asked to approve (i) the issuance of shares of VAALCO common stock as Consideration for the Arrangement (the “Consideration Shares”) (the “VAALCO Share Issuance Resolution”); and (ii) an amendment to VAALCO’s certificate of incorporation to increase the size of VAALCO’s authorized share capital (the “VAALCO Amendment Resolution” and, together with the VAALCO Share Issuance Resolution, the “VAALCO Resolutions”) at a stockholder meeting. VAALCO will use commercially reasonable efforts to schedule its stockholder meeting as promptly as reasonably practicable following clearance by the SEC of VAALCO’s proxy statement relating to such meeting and on the same date as the TransGlobe’s shareholder meeting.  TransGlobe will use its commercially reasonable efforts to schedule its shareholder meeting on the same date as VAALCO’s stockholder meeting.

14

The closing of the Arrangement is conditioned on the adoption of the TransGlobe Resolution and the VAALCO Resolutions. Consummation of the Arrangement is also subject to (a) the approval of the Arrangement by the Court in form and substance acceptable to each of VAALCO and TransGlobe, acting reasonably; (b) the absence of any law, injunction or other governmental order that prohibits the consummation of the Arrangement; (c) the approval for listing on the NYSE of the Consideration Shares; (d) the U.K. Financial Conduct Authority (the “FCA”) shall have acknowledged that the application for admission of VAALCO’s enlarged share capital has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (“U.K. Listing Conditions”)), such admission will become effective as soon as a dealing notice has been issued by the FCA and any U.K. Listing Conditions having been satisfied; (e) the LSE shall have acknowledged that the conditions to VAALCO’s enlarged share capital being admitted to trading on the standard segment of the main market of the LSE have been satisfied; (f) the availability of an exemption of Consideration Shares from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Section 3(a)(10) thereof; (g) the absence of a material adverse effect in respect of either TransGlobe or VAALCO; (h) to the extent required or necessary, (1) the approval or consent of, or waiver or non-exercise of any material termination, pre-emption or similar rights by, any governmental entity in, or in respect of the interests held by TransGlobe in, Canada and Egypt and (2) no actions or inactions having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any license or permit held by TransGlobe or any of its subsidiaries in respect of the interests held by TransGlobe in Canada and Egypt which is necessary for the proper carrying on of its business; (i) dissent rights not having been exercised (or if exercised, remaining unwithdrawn) with respect to more than 10% of the issued and outstanding TransGlobe shares; and (j) other customary closing conditions, including the accuracy of the other party’s representations and warranties (subject to certain materiality qualifications), and the other party’s compliance with its covenants and agreements contained in the Arrangement Agreement.

If consummated, the Arrangement will resultresulted in VAALCO stockholders owning approximately 54.5%, and TransGlobe shareholders owning approximately 45.5%, of the combined company (the “Combined Company”), calculated based on vested outstanding shares of each company outstanding as of the date of the Arrangement Agreement. The Arrangement is expected to be completed before the end of 2022.

 

ThePrior to the Arrangement, Agreement provides for mutual termination fees of $9.15 millionTransGlobe was a cash flow-focused oil and gas exploration and development company whose activities were concentrated in the eventArab Republic of Egypt and Canada. The Combined Company is a leading African-focused operator with a strong production and reserve base and a diverse portfolio of assets in Gabon, Egypt, Equatorial Guinea and Canada. The transaction qualifies as a business combination under ASC 805, Business Combinations and the Arrangement AgreementCompany is terminated by either party in certain circumstances.the accounting acquiror. The purchase accounting for the business combination has not been completed. 

 

ForDuring the three andmonths ended sixMarch 31, 2023, the deferred tax liability in Egypt was increased by $1.4 million as of the date of the Arrangement. This resulted in a decrease to the bargain purchase gain of a corresponding $1.4 million for the three months ended June 30, 2022March 31, 2023 includedand is reflected in our condensed consolidated statements of operations in the line, item "Other (expense) income,expense, net" is $1.2 million of transactions costs associated with the Arrangement with TransGlobe.

Acquisition of Sasol Gabon S.A.s Interest in Etame

On February 25,2021, VAALCO Gabon S.A. completed the acquisition of Sasol’s 27.8% working interest in the Etame Marin block offshore Gabon pursuant to the SPA. The effective date of the transaction was July 1,2020. Prior to the Sasol Acquisition, the Company owned and operated a 31.1% working interest in Etame. The Sasol Acquisition increased the Company’s working interest to 58.8%As a result of the Sasol Acquisition, the net portion of production and costs relating to the Company’s Etame operations increased from 31.1% to 58.8%. Reserves, production and financial results for the interests acquired in the Sasol Acquisition have been included in VAALCO’s results for periods after February 25,2021.

The following amounts represent the allocation of the purchase price to the assets acquired and liabilities assumed in the Sasol Acquisition.

  

February 25, 2021

 
  

(in thousands)

 

Purchase Consideration

    

Cash

 $33,959 

Fair value of contingent consideration

  4,647 

Total purchase consideration

 $38,606 

 

1516

 
  

February 25, 2021

 
  

(in thousands)

 

Assets acquired:

    

Wells, platforms and other production facilities

 $37,176 

Equipment and other

  5,568 

Value added tax and other receivables

  1,234 

Abandonment funding

  11,781 

Accounts receivable - trade

  11,220 

Other current assets

  3,963 

Liabilities assumed:

    

Asset retirement obligations

  (14,564)

Accrued liabilities and other

  (10,121)

Bargain purchase gain

  (7,651)

Total purchase price

 $38,606 

The actual impact of the Arrangement was an increase to “Crude oil, natural gas and NGLs sales” of $43.7 million and $9.7 million of “Net income” in the condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2023.

 

  

October 13, 2022

  

Measurement Period Adjustment

  

October 13, 2022 (As Adjusted)

 
  

(in thousands)

  

(in thousands)

  

(in thousands)

 

Purchase Consideration

            

Common stock issued to TransGlobe shareholders

 $274,145  $  $274,145 

  

October 13, 2022

  

October 13, 2022

  

October 13, 2022

 
  

(in thousands)

  

(in thousands)

  

(in thousands)

 

Assets acquired:

            

Cash

 $36,686  $  $36,686 

Wells, platforms and other production facilities

  243,669      243,669 

Equipment and other

  2,099      2,099 

Undeveloped acreage

  30,216      30,216 

Accounts receivable - trade

  48,068      48,068 

Accounts receivable - other

  50,275      50,275 

Accounts with joint venture owners

  68      68 

Right of use operating leases

  1,609      1,609 

Right of use financing leases

  204      204 

Prepayment and other

  7,627      7,627 

Liabilities assumed:

          - 

Asset retirement obligations

  (6,134)     (6,134)

Accounts payable

  (10,223)     (10,223)

Accrued liabilities and other

  (50,128)     (50,128)

Operating lease liabilities - current portion

  (961)     (961)

Financing lease liabilities - current portion

  (125)     (125)

Operating lease liabilities - net of current portion

  (688)     (688)

Financing lease liabilities - net of current portion

  (21)     (21)

Deferred tax liabilities

  (40,964)  (1,412)  (42,376)

Other long-term liabilities

  (26,313)     (26,313)

Bargain purchase gain

  (10,819)  1,412   (9,407)

Total purchase price

 $274,145  $  $274,145 

17

All assets and liabilities associated with Sasol’s interest in Etame Marin block,TransGlobe, including crude oil, and natural gas and NGLs properties, asset retirement obligations and working capital items, were recorded at their fair value. The Company used estimated future crude oil prices as of the closing date, February 25, 2021, October 13, 2022,to apply to the estimated reserve quantities acquired and market participant assumptions to the estimated future operating and development costs to arrive at the estimates of future net revenues. The future net revenues were discounted using the Company’sa weighted average cost of capital to determine the fair value at closing. The valuations to derive the purchase price included the use of both proved and unproved categories of reserves, expectation for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates, and specific risk adjustedadjustment factors based on reserve category discount rates. Other significant estimates were used by the Company to determine the fair value of assets acquired and liabilities assumed. The Company had one year from the date of closing to record purchase price adjustments as a resultallocation is preliminary pending final determination of changes in such estimates.the fair values of certain assets and liabilities, primarily the accounts receivable, asset retirement obligations, accounts payable and any contingencies, and any related tax impacts.  As a result of comparing the purchase price to the fair value of the assets acquired and liabilities assumed, a $7.7an initial $10.8 million bargain purchase gain was recognized. AAs a result of the transition period adjustment, the initial bargain purchase gain of $5.5 million is included in “Other, net" under "Other income (expense)" in the 2021 condensed consolidated statements of operations. An income tax benefit of $2.2 million, relatedhas been reduced to the bargain purchase gain, is also included in the 2021 condensed consolidated statements of operations.

$9.4 million. The bargain purchase gain is primarily attributablewas due to the increasedecrease in crude oilthe share price forecastsof VAALCO stock from the datetime period when the SPAarrangement agreement was signed, November 17, 2020, to the closing date, February 25, 2021, when the fair value of the reserves associated with the Sasol Acquisition were determined.

The impact of the Sasol Acquisition was an increase to “Crude oil and natural gas sales” in the condensed consolidated statement of operations of $52.4 million and $84.8 million for the three and six months ended June 30,July 13, 2022 respectively, and $7.1 million and $12.9 million increase to “Net income” in the condensed consolidated statements of operations for theshare price at closing, three and six months ended June 30,October 13, 2022 respectively.while the exchange ratio, of TransGlobe shares converted to VAALCO shares, remained the same. 

 

The impact of the Sasol Acquisition was an increase to “Crude oil and natural gas sales” in the condensed consolidated statement of operations of $22.2 million and $31.6 million for the three and six months ended June 30, 2021, respectively, and $8.1 million and $9.9 million increase to “Net income” in the condensed consolidated statements of operations for the three and six months ended June 30, 2021, respectively.

16

The unaudited pro forma results presented below have been prepared to give the effect toof the Sasol AcquisitionTransGlobe Arrangement discussed above on the Company’s results of operations for the three and sixmonths ended June 30, 2021,March 31, 2022, respectively, as if the Sasol AcquisitionArrangement had been consummated on January 1, 2020.2021. The unaudited pro forma results do not purport to represent what the Company’s actual results of operations would have been if the Sasol AcquisitionTransGlobe Arrangement had been completed on such date or to project the Company’s results of operations for any future date or period.

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

  
  

2021

  

2021

  
  

(in thousands)

  

Pro forma (unaudited)

         

Crude oil and natural gas sales

 $47,023  $104,570  

Operating income

  18,874   43,899  

Net income

  5,884   17,620 

(a)

          

Basic net income loss per share:

         

Income from continuing operations

 $0.10  $0.30  

Net income per share

 $0.10  $0.30  

Basic weighted average shares outstanding

  58,072   57,855  

Diluted net income per share:

         

Income from continuing operations

 $0.10  $0.30  

Net income per share

 $0.10  $0.30  

Diluted weighted average shares outstanding

  58,574  ��58,527  


  

Three Months Ended March 31,

  
  

2022

  
  

(in thousands)

  

Pro forma (unaudited):

     

Crude oil, natural gas and natural gas liquids sales

 $121,127 

(a)

Operating income

 $61,427 

(b)

Net income

 $31,039 

(c)

      
      

Basic net income per share:

 $0.29  

Basic weighted average shares outstanding

  108,009  
      

Diluted net income per share:

 $0.29  

Diluted weighted average shares outstanding

  108,486  

 

(a)

The unaudited pro forma net revenues associated with Crude oil, natural gas and natural gas liquids sales have been adjusted for shipping and handling costs based on the Company’s historical policy and revenue recognition is based on the Company’s working interest, less royalties, the entitlement method.

(b)

The unaudited pro forma operating income for the three months ended March 31, 2022 removes the $26.0 million impairment reversal recorded by TransGlobe in 2022, and reclassifies depreciation for certain leases identified as operating leases, to production expense and adjusts depreciation, depletion and amortization expense related to the depletable assets and asset retirement obligations acquired in the Arrangement based on the purchase price allocation.

(c)

The unaudited pro forma net income for the six monthsyear ended June 30, 2021March 31, 2022  excludes nonrecurring pro forma adjustments directly attributable to the Sasol Acquisition, consisting of a bargain purchase gain of $7.7 million and transaction costs of $1.0 million.reclassifies interest expense, for certain leases identified as operating leases, as production expense.

Under the terms of the SPA, a contingent payment of $5.0 million was payable to Sasol should the average Dated Brent price over a consecutive 90-day period from July 1,2020 to June 30,2022 exceed $60.00 per barrel. Included in the purchase consideration was the fair value, at closing, of the contingent payment due to Sasol. The conditions related to the contingent payment were met and on April 29, 2021, the Company paid the $5.0 million contingent amount to Sasol in accordance with the terms of the SPA.

 

Discontinued Operations - Angola and Yemen

 

In November 2006, the Company signed a production sharing contract for Block 5 offshore Angola (“Block 5 PSA”). The Company’s working interest was 40%, and the Company carried Sonangol P&P, for 10% of the work program. On September 30, 2016, the Company notified Sonangol P&P that it was withdrawing from the joint operating agreement effective October 31, 2016. On November 30, 2016, the Company notified the national concessionaire, Sonangol E.P., that it was withdrawing from the Block 5 PSA and reduced its activities in Angola. As a result of this strategic shift, the Company classified all the related assets and liabilities as those of discontinued operations in the condensed consolidated balance sheets. The operating results of the Angola segment have been classified as discontinued operations for all periods presented in the Company’s condensed consolidated statements of operations.operations and comprehensive income. The Company segregated the cash flows attributable to the Angola segment from the cash flows from continuing operations for all periods presented in the Company’s condensed consolidated statements of cash flows. During the three and six months ended June 30, 2022March 31, 2023 and 2021,2022, the Angola segment did not have a material impact on the Company’s financial position, results of operations, cash flows and related disclosures.

 

As part of the Arrangement with TransGlobe, the Company acquired TG Holdings Yemen Inc. who previously owned TransGlobe's interests in four PSAs in Yemen: Block 32, Block 72, Block 75 and Block S-1. In January 2015, TransGlobe relinquished its interests in Block 32 and Block 72 in Yemen (effective dates of March 31, 2015 and February 28, 2015, respectively), and in October 2015 TransGlobe sold its subsidiary that held interests in Block 75 and Block S-1. The operating results of the Yemen segment have been classified as discontinued operations for all periods presented in the Company’s consolidated statements of operations and comprehensive income. The Company segregated the cash flows attributable to the Yemen segment from the cash flows from continuing operations for all periods presented in the Company’s consolidated statements of cash flows. During the three months ended March 31,2023, the Yemen segment did not have a material impact on the Company’s financial position, results of operations, cash flows and related disclosures.

1718

 
 

4. SEGMENT INFORMATION 

 

The Company’s operations are based in Gabon and the Company has an undeveloped block in Equatorial Guinea. Each of the Company’s 2two reportable operating segments is organized and managed based upon geographic location. The Company’s Chief Executive Officer, who is the chief operating decision maker, and management review and evaluate the operation of each geographic segment separately, primarily based on operating income (loss). The operations of all segments include exploration for and production of hydrocarbons where commercial reserves have been found and developed. Revenues are based on the location of hydrocarbon production. Corporate and other is primarily corporate and operations support costs that are not allocated to the reportable operating segments.

 

Segment activity of continuing operations for the three and sixmonths ended June 30, 2022March 31, 2023 and 20212022 as well as long-lived assets and segment assets at June 30, 2022March 31, 2023 and December 31, 2021 2022are as follows:

 

  

Three Months Ended June 30, 2022

 

(in thousands)

 

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Revenues:

                

Crude oil and natural gas sales

 $110,985  $0  $0  $110,985 

Operating costs and expenses:

                

Production expense

  25,360   175   (60)  25,475 

Exploration expense

  67   0   0   67 

Depreciation, depletion and amortization

  8,173   0   18   8,191 

General and administrative expense

  565   110   2,859   3,534 

Bad debt expense and other

  571   0   0   571 

Total operating costs and expenses

  34,736   285   2,817   37,838 

Other operating expense, net

  0   0   0   0 

Operating income

  76,249   (285)  (2,817)  73,147 

Other income (expense):

                

Derivative instruments loss, net

  0   0   (9,542)  (9,542)

Interest (expense) income, net

  (158)  0   40   (118)

Other (expense) income, net

  (856)  (1)  (1,254)  (2,111)

Total other expense, net

  (1,014)  (1)  (10,756)  (11,771)

Income from continuing operations before income taxes

  75,235   (286)  (13,573)  61,376 

Income tax (benefit) expense

  36,423   1   9,828   46,252 

Income from continuing operations

  38,812   (287)  (23,401)  15,124 

Loss from discontinued operations, net of tax

  0   0   (20)  (20)

Net income

 $38,812  $(287) $(23,421) $15,104 

Consolidated capital expenditures

 $38,102  $0  $67  $38,169 

18

  

Six Months Ended June 30, 2022

 

(in thousands)

 

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Revenues:

                

Crude oil and natural gas sales

 $179,641  $0  $0  $179,641 

Operating costs and expenses:

                

Production expense

  43,441   394   0   43,835 

Exploration expense

  194   0   0   194 

Depreciation, depletion and amortization

  12,826   0   38   12,864 

General and administrative expense

  1,158   209   7,161   8,528 

Bad debt expense and other

  1,063   0   0   1,063 

Total operating costs and expenses

  58,682   603   7,199   66,484 

Other operating expense, net

  (5)  0   0   (5)

Operating income

  120,954   (603)  (7,199)  113,152 

Other income (expense):

                

Derivative instruments loss, net

  0   0   (41,300)  (41,300)

Interest (expense) income, net

  (164)  0   43   (121)

Other (expense) income, net

  (1,494)  (2)  (1,311)  (2,807)

Total other expense, net

  (1,658)  (2)  (42,568)  (44,228)

Income from continuing operations before income taxes

  119,296   (605)  (49,767)  68,924 

Income tax (benefit) expense

  49,256   1   (7,633)  41,624 

Income from continuing operations

  70,040   (606)  (42,134)  27,300 

Loss from discontinued operations, net of tax

  0   0   (32)  (32)

Net income

 $70,040  $(606) $(42,166) $27,268 

Consolidated capital expenditures

 $69,882  $0  $67  $69,949 

  

Three Months Ended March 31, 2023

 

(in thousands)

 

Gabon

  

Egypt

  

Canada

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Revenues:

                        

Crude oil, natural gas and natural gas liquids sales

 $36,737  $34,784  $8,882  $  $  $80,403 

Operating costs and expenses:

                        

Production expense

  14,415   11,110   2,254   362   59   28,200 

Exploration expense

  8               8 

Depreciation, depletion and amortization

  9,845   10,795   3,711      66   24,417 

General and administrative expense

  618   179      129   4,298   5,224 

Credit losses and other

  935               935 

Total operating costs and expenses

  25,821   22,084   5,965   491   4,423   58,784 

Operating income (loss)

  10,916   12,700   2,917   (491)  (4,423)  21,619 

Other income (expense):

                        

Derivative instruments gain, net

              21   21 

Interest (expense) income, net

  (1,507)  (808)  (4)     73   (2,246)

Other income (expense), net

  517         (1)  (1,656)  (1,140)

Total other expense, net

  (990)  (808)  (4)  (1)  (1,562)  (3,365)

Income (loss) from continuing operations before income taxes

  9,926   11,892   2,913   (492)  (5,985)  18,254 

Income tax expense

  6,578   4,992         3,201   14,771 

Income (loss) from continuing operations

  3,348   6,900   2,913   (492)  (9,186)  3,483 

Loss from discontinued operations, net of tax

              (13)  (13)

Net income (loss)

 $3,348  $6,900  $2,913  $(492) $(9,199) $3,470 

Consolidated capital expenditures

 $3,689  $11,571  $10,165  $  $  $25,425 

 

19

 
 

Three Months Ended June 30, 2021

  

Three Months Ended March 31, 2022

 

(in thousands)

 

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

  

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Revenues:

          

Crude oil and natural gas sales

 $47,023  $0  $0  $47,023  $68,656  $  $  $68,656 

Operating costs and expenses:

          

Production expense

 16,378 32 9 16,419  18,081  219  60  18,360 

Exploration expense

 665 0 0 665  127      127 

Depreciation, depletion and amortization

 5,786  0  24  5,810  4,653    20  4,673 

General and administrative expense

 254 70 4,410 4,734  593  99  4,302  4,994 

Bad debt expense and other

  395  0  0  395 

Credit losses and other

  492         492 

Total operating costs and expenses

  23,478  102  4,443  28,023   23,946   318   4,382   28,646 

Other operating expense, net

  (126)  0  0  (126)  (5)        (5)

Operating income

  23,419   (102)  (4,443)  18,874   44,705   (318)  (4,382)  40,005 

Other income (expense):

          

Derivative instruments loss, net

 0  0  (9,969) (9,969)     (31,758) (31,758)

Interest (expense) income, net

 0 0 1 1  (6)   3  (3)

Other (expense) income, net

  (156)  1  (9)  (164)

Other expense, net

 (638) (1) (57) (696)

Total other expense, net

  (156)  1  (9,977)  (10,132)  (644)  (1)  (31,812)  (32,457)

Income from continuing operations before income taxes

 23,263 (101) (14,420) 8,742  44,061  (319) (36,194) 7,548 

Income tax (benefit) expense

  6,045   0   (3,220)  2,825  7,858    (12,486) (4,628)

Income from continuing operations

  17,218  (101)  (11,200)  5,917 

Income (loss) from continuing operations

  36,203   (319)  (23,708)  12,176 

Loss from discontinued operations, net of tax

  0  0  (33)  (33)        (12)  (12)

Net income

 $17,218 $(101) $(11,233) $5,884 

Net income (loss)

 $36,203  $(319) $(23,720) $12,164 

Consolidated capital expenditures (1)

 $1,782 $0 $0 $1,782  $31,780  $  $  $31,780 

(in thousands)

 

Gabon

  

Egypt

  

Canada

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Long-lived assets from continuing operations:

                        

As of March 31, 2023

 $209,127  $170,249  $109,824  $10,000  $753  $499,953 

As of December 31, 2022 (1)

  213,204  $168,012  $103,263  $10,000  $793  $495,272 

(1) Excludes- Includes assets acquired in the Sasol acquisition.TransGlobe acquisition

  

Six Months Ended June 30, 2021

 

(in thousands)

 

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Revenues:

                

Crude oil and natural gas sales

 $86,797  $0  $0  $86,797 

Operating costs and expenses:

                

Production expense

  32,511   32   9   32,552 

Exploration expense

  807   0   0   807 

Depreciation, depletion and amortization

  9,907   0   51   9,958 

General and administrative expense

  491   202   8,588   9,281 

Bad debt expense and other

  496   0   0   496 

Total operating costs and expenses

  44,212   234   8,648   53,094 

Other operating expense, net

  (133)  0   (353)  (486)

Operating income

  42,452   (234)  (9,001)  33,217 

Other income (expense):

                

Derivative instruments loss, net

  0   0   (15,923)  (15,923)

Interest (expense) income, net

  0   0   6   6 

Other (expense) income, net

  7,172   (1)  (2,755)  4,416 

Total other expense, net

  7,172   (1)  (18,672)  (11,501)

Income from continuing operations before income taxes

  49,624   (235)  (27,673)  21,716 

Income tax (benefit) expense

  9,479   1   (3,569)  5,911 

Income from continuing operations

  40,145   (236)  (24,104)  15,805 

Loss from discontinued operations, net of tax

  0   0   (52)  (52)

Net income

 $40,145  $(236) $(24,156) $15,753 

Consolidated capital expenditures (1)

 $4,297  $0  $0  $4,297 

(in thousands)

 

Gabon

  

Egypt

  

Canada

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Total assets from continuing operations:

                        

As of March 31, 2023

 $381,009  $270,629  $116,554  $11,013  $44,778  $823,983 

As of December 31, 2022 (1)

  395,393  $293,640  $110,071  $10,861  $45,676  $855,641 

(1) Excludes- Includes assets acquired in the Sasol acquisition.TransGlobe acquisition

20

(in thousands)

 

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Long-lived assets from continuing operations:

                

As of June 30, 2022

 $141,522  $10,000  $196  $151,718 

As of December 31, 2021

 $84,156  $10,000  $168  $94,324 

(in thousands)

 

Gabon

  

Equatorial Guinea

  

Corporate and Other

  

Total

 

Total assets from continuing operations:

                

As of June 30, 2022

 $291,730  $10,927  $66,907  $369,564 

As of December 31, 2021

 $201,748  $10,548  $50,794  $263,090 

 

Information about the Company’s most significant customers

 

The Company currently sells crude oil production from Gabon under term crude oil sales and purchase agreements (“COSPAs”) or crude oil sales and marketing agreements ("COSMA or COSMAs") with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors. The Company signedwas previously party to a COSPA with ExxonMobil Sales and Supply LLC (“Exxon”) that covered sales from February 2020 through JanuaryJuly 2022 with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors. TheThis COSPA with Exxon was amended and extended several times, most recently in January 2022, extending the date of the COSPA through the end of July 2022. has been terminated.

 

20

As discussed further in Note 11, on May 16, 2022, VAALCO Gabon (Etame), Inc. (the “Borrower”) entered into a facility agreement (the “Facility Agreement”) by and among the Company, VAALCO Gabon, SA (“VAALCO Gabon”), Glencore Energy UK Ltd., as mandated lead arranger, technical bank and facility agent (“Glencore”), the Law Debenture Trust Corporation P.L.C., as security agent, and the other financial institutions named therein (the “Lenders”), providing for a senior secured reserve-based revolving credit facility (the “Facility”) in an initial aggregate maximum principal amount available of up to $50.0 million. In connection with the entry into the Facility Agreement, the Company entered into a COSMA with Glencore pursuant to which the Company agreed to make Glencore the exclusive offtaker and marketer of all of the crude oil produced from the Etame G4-160 Block, offshore Gabon during the period from August 1, 2022 until the Final Maturity Date of the Facility (as defined in the Facility Agreement). Pursuant to the COSMA, Glencore agreed to buy and market the Company’s crude oil with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

 

DuringFor the three and sixmonths ended June 30, 2022March 31, 2023 and 2021, revenues from sales of crude oil to Exxon wereGlencore made up 100% of Etame revenues. For the three months ended March 31, 2022 sales of crude oil to ExxonMobil Sales and Supply LLC made up 100% of Etame revenues. For the three months ended March 31, 2023, Mercuria covered 100% of the Company’s total crude oil sales in Egypt. For the three months ended March 31, 2023, revenues from customers.in Canada were concentrated in two separate customers that constituted approximately 59% and 21% of revenues. Concentrations of accounts receivable are similar to the revenue percentages.

 

21

 

5. EARNINGS PER SHARE

 

Basic earnings per share (“EPS”) is calculated using the average number of shares of common stock outstanding during each period. For the calculation of diluted shares, the Company assumes that restricted stock is outstanding on the date of vesting, and the Company assumes the issuance of shares from the exercise of stock options using the treasury stock method.

 

A reconciliation of reported net income (loss) to net income (loss) used in calculating EPS as well as a reconciliation from basic to diluted shares follows: 

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

  

(in thousands)

 

Net income (numerator):

          

Income from continuing operations

 $15,124  $5,917  $27,300  $15,805 

Net income (loss) (numerator):

 

Income (loss) from continuing operations

 $3,483  $12,176 

Income from continuing operations attributable to unvested shares

  (229)  (99)  (381)  (269)  18   (140)

Numerator for basic

  14,895  5,818  26,919  15,536  3,501  12,036 

Reallocation of earnings to participating securities for considering dilutive securities

  1   0   2   0 

Loss from continuing operations attributable to unvested shares

  (18)   

Numerator for dilutive

 $14,896  $5,818  $26,921  $15,536  $3,483  $12,036 
           

Loss from discontinued operations, net of tax

 $(20) $(33) $(32) $(52) $(13) $(12)

Income from discontinued operations attributable to unvested shares

  0   1   0   1 

Loss from discontinued operations attributable to unvested shares

      

Numerator for basic

  (20) (32) (32) (51) (13) (12)

Reallocation of earnings to participating securities for considering dilutive securities

            

(Income) loss from discontinued operations attributable to unvested shares

      

Numerator for dilutive

 $(20) $(32) $(32) $(51) $(13) $(12)
           

Net Income

 $15,104  $5,884  $27,268  $15,753 

Net income (loss)

 $3,470  $12,164 

Net income attributable to unvested shares

  (229)  (98)  (381)  (268)  (29)  (139)

Numerator for basic

  14,875  5,786  26,887  15,485  3,441  12,025 

Reallocation of earnings to participating securities for considering dilutive securities

  1   0   2   0 

Net (income) loss attributable to unvested shares

  (18)   

Numerator for dilutive

 $14,876  $5,786  $26,889  $15,485  $3,423  $12,025 
           

Weighted average shares (denominator):

           

Basic weighted average shares outstanding

  58,925  58,072  58,814  57,855  107,387  58,702 

Effect of dilutive securities

  436   502   464   672   1,365   477 

Diluted weighted average shares outstanding

  59,361  58,574  59,278  58,527   108,752   59,179 

Stock options and unvested restricted stock grants excluded from dilutive calculation because they would be anti-dilutive

  251   377   154   386   195   139 

 

21

 

6. REVENUE

Gabon

 

Revenues from contracts with customers are generated from sales in Gabon pursuant to COSPAs or COSMAs. COSPAs or COSMAs with customers are renegotiated near the end of the contract term and may be entered into with a different customer or the same customer going forward. Except for internal costs, which are expensed as incurred, there are no upfront costs associated with obtaining a new COSPA or COSMAs. See Note 4 under “Information about the Companys most significant customers for further discussion.

 

Revenues from contracts with customers are generated from sales in Gabon pursuant to crude oil sales and purchase agreements. There is a single performance obligation (delivering crude oil to the delivery point, i.e., the connection to the customer’s crude oil tanker) that gives rise to revenue recognition at the point in time when the performance obligation event takes place. In addition to revenues from customer contracts, the Company has other revenues related to contractual provisions under the Etame PSC. The Etame PSC is 22not


the Etame PSC includes provisions for payments to the government of Gabon for: royalties based on 13% of production at the published price and a shared portion of “Profit Oil” determined based on daily production rates, as well as a gross carried working interest of 7.5% (increasing to 10% beginning June 20,2026) for all costs. For both royalties and Profit Oil, the Etame PSC provides that the government of Gabon may settle these obligations in-kind, i.e., taking crude oil barrels, rather than with cash payments.

Customer sales generally occur on a monthly basis when the customer’s tanker arrives at the FPSOFSO and the crude oil is delivered to the tanker through a connection. There is a single performance obligation (delivering crude oil to the delivery point, i.e., the connection to the customer’s crude oil tanker) that gives rise to revenue recognition at the point in time when the performance obligation event takes place. This is referred to as a “lifting”. Liftings can take one to two days to complete. The intervals between liftings are generally 30 days; however, changes in the timing of liftings will impact the number of liftings that occur during the period. Therefore, the performance obligation attributable to volumes to be sold in future liftings are wholly unsatisfied, and there is no transaction price allocated to remaining performance obligations. The Company has utilized the practical expedient in ASC Topic 606-10-50-14(a), which states that the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. 

 

The Company accounts for production imbalancessales based on the Company’s working interest, less royalties. Imbalances are valued based on the actual sales proceeds. Historically as a reduction in reserves. Theoperator, the volumes sold may be more or less than the volumes that the Company is entitled based on the ownership interest in the property, and the Company would recognize a liability if the existing proved reserves were not adequate to cover an imbalance.volumes sold exceeded the Company’s ownership interest. However, under the COSMA, each coventurer is responsible for invoicing Glencore their respective ownership interest in the final volumes.

 

For each lifting completed under a COSPA or COSMA, payment is made by the customer in U.S. dollars by electronic transfer 30 days after the date of the bill of lading. For each lifting of crude oil, pricing is based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

 

Generally, no significant judgments or estimates are required as of a given filing date with regard to applicable price or volumes sold because all of the parameters are known with certainty related to liftings that occurred in the recently completed calendar quarter. As such, the Company deemed this situation to be characterized as a fixed price situation.

 

In addition to revenues from customer contracts, the Company has other revenues related to contractual provisions under the Etame PSC. The Etame PSC is not a customer contract, and therefore the associated revenues are not within the scope of ASC 606. The terms of the Etame PSC includes provisions for payments to the government of Gabon for: royalties based on 13% of production at the published price, and a shared portion of “Profit Oil” determined based on daily production rates as well as a gross carried working interest of 7.5% (increasing to 10% beginning June 20, 2026) for all costs. For both royalties and Profit Oil, the Etame PSC provides that the government of Gabon may settle these obligations in-kind, i.e., taking crude oil barrels, rather than with cash payments.

 

To date, the government of Gabon has not elected to take its royalties in-kind, and this obligation is settled through a monthly cash payment. Payments for royalties are reflected as a reduction in revenues from customers. Should the government elect to take the production attributable to its royalty in-kind, the Company would no longer have sales to customers associated with production assigned to royalties.

 

22

With respect to the government’s share of Profit Oil, the Etame PSC provides that the corporate income tax liability may be satisfied through the payment of Profit Oil. In the condensed consolidated statements of operations and comprehensive income, the government’s share of revenues from Profit Oil is reported in revenues with a corresponding amount reflected in the current provision for income tax expense. Prior to February 1, 2018, the government did not take any of its share of Profit Oil in-kind. These revenues have been included in revenues to customers as the Company entered into the contract with the customer to sell the crude oil and was subject to the performance obligations associated with the contract. For the in-kind sales by the government beginning February 1, 2018, these sales are not considered revenues under a customer contract as the Company is not a party to the contracts with the buyers of this crude oil. However, consistent with the reporting of Profit Oil in prior periods, the amount associated with the Profit Oil under the terms of the Etame PSC is reflected as revenue with an offsetting amount reported as a current income tax expense. Payments of the income tax expense are reported in the period that the government takes its Profit Oil in-kind, i.e.the period in which it lifts the crude oil.

With respect to the government’sshare of Profit Oil, the Etame PSC provides that corporate income tax is satisfied through the payment of Profit Oil. In the consolidated statements of operations and comprehensive income, the government’s share of revenues from Profit Oil is reported in revenues with a corresponding amount reflected in the current provision for income tax expense. Prior to February 1,2018, the government did not take any of its share of Profit Oil in-kind. These revenues have been included in revenues to customers as the Company entered into the contract with the customer to sell the crude oil and was subject to the performance obligations associated with the contract. For the in-kind sales by the government beginning February 1,2018, these sales are not considered revenues under a customer contract as the Company is not a party to the contracts with the buyers of this crude oil. However, consistent with the reporting of Profit Oil in prior periods, the amount associated with the Profit Oil under the terms of the Etame PSC is reflected as revenue with an offsetting amount reported in current income tax expense. Payments of the income tax expense are reported in the period that the government takes its Profit Oil in-kind, i.e. the period in which it lifts the crude oil. The Company has a $29.2 million$4.5 million foreign income tax payable as of June 30, 2022March 31, 2023. related to Gabon. As of December 31, 2021,2022, the Company had a foreign taxes payable attributable to this obligationreceivable of $2.8 million, as the Gabonese government lifted more oil-in-kind than what was $3.1 million.owed in foreign taxes in December 2022.

 

Certain amounts associated with the carried interest in the Etame Marin block discussed above are reported as revenues. In this carried interest arrangement, the carrying parties, which include the Company and other working interest owners, are obligated to fund all of the working interest costs that would otherwise be the obligation of the carried party. The carrying parties recoup these funds from the carried interest party’s revenues.

 

23

The following table presents revenues from contracts with customers as well as revenues associated with the obligations under the Etame PSC.

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

 

Revenue from customer contracts:

         

Sales under the COSPA

 $125,143  $50,808  $201,629  $94,637 

Revenues from customer contracts:

 

(in thousands)

 

Sales under the COSPA or COSMA

 $42,601  $76,486 

Other items reported in revenue not associated with customer contracts:

          

Carried interest recoupment

 2,371  2,332  3,483  4,154    1,112 

Royalties

  (16,529)  (6,117)  (25,471)  (11,994)  (5,864)  (8,942)

Crude oil and natural gas sales

 $110,985  $47,023  $179,641  $86,797 

Net revenues

 $36,737  $68,656 

Egypt

Revenues from sales in Egypt are generally made through direct sales to EGPC or through contracts with customers pursuant to crude oil sales and purchase agreements (“COSPAs”) or crude oil sales and marketing agreements ("COSMA or COSMAs"). EGPC and the Company’s subsidiary, TransGlobe Petroleum International (“TPI”), each own a 50% interest, respectively, in the operating company which is a party to the Merged Concession Agreement. EGPC and the Company’s subsidiary, TPI, each also own a 50% interest, respectively, in the operating company that is a party to the South Ghazalat concession agreement. The Company has utilized the practical expedient in ASC Topic 606-10-50-14(a), which states that the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation.

23

Customer sales generally occur on a daily basis when sales are directly to EGPC or haphazardly production is sold through a cargo lifting. Direct sales to EGPC are considered complete when oil is delivered to EGPC storage facility. When sales are made through cargo lifting, the performance obligations are normally satisfied either when the oil is delivered to the export facility location or when the oil is delivered to its ultimate destination, as specified in the contract. Regardless of the type of sales, there is a single performance obligation (delivering crude oil to the delivery point) that gives rise to revenue recognition at the point in time when the performance obligation event takes place. Sales and delivery costs associated with certain sales are netted against revenue in accordance with the Company’s policy regarding classification of these type of expenses. 

Revenues associated with the sales of the Company’s crude oil in Egypt are recognized by reference to actual volumes sold and quoted market prices in active markets for Dated Brent, adjusted according to specific terms and conditions as applicable per the sales contracts. Revenue is measured at the fair value of the consideration received or receivable. For reporting purposes, the Company records EGPC’s share of production as royalties which are netted against revenue, whether EGPC’s share of production arises from EGPC’s share of profit oil or excess cost oil which is discussed below. 

Egypt production is based on Dated Brent prices, less a quality differential and is shared with the Egyptian government through PSCs. When the price of oil increases, it takes fewer barrels to recover costs (cost oil or cost recovery barrels) which are assigned 100% to the Company. The PSCs provide for cost recovery per quarter up to a maximum percentage of total production. Timing differences often exist between the Company's recognition of costs and their recovery as the Company accounts for costs on an accrual basis, whereas cost recovery is determined on a cash basis. If the eligible cost recovery is less than the maximum defined cost recovery, the difference is defined as "excess". In Egypt, depending on the PSCs, the Company's share of excess ranges between 5% and 15%. If the eligible cost recovery exceeds the maximum allowed percentage, the unclaimed cost recovery is carried forward to the next quarter. Typically, maximum cost oil ranges from 25% to 40% in Egypt. The balance of the production after maximum cost recovery is shared with the government (profit oil). Depending on the contract, the Egyptian government receives 67% to 84% of the profit oil. Production sharing splits are set in each contract for the life of the contract. Typically, the government’s share of profit oil increases when production exceeds pre-set production levels in the respective contracts. During times of high oil prices, the Company may receive less cost oil and may receive more profit-sharing oil. During times of lower oil prices, the Company receives more cost oil and may receive less profit oil. EGPC’s share of productionwill increase during times of rising oil prices and decrease in times of declining oil prices. If oil prices are sufficiently low and the Gharib Blend/Dated Brent differential is high, the cost oil portion may not be sufficient to cover operating costs and capital costs, or even operating costs alone. When this occurs, the non-recovered costs accumulate in the Company’s cost pools and are available to be offset against future cost oil during the term of the PSCs and any eligible extension periods. 

With respect to Egyptian income taxes, which are the Company’s liability under the terms of the Merged Concession Agreement, these taxes are paid by EGPC on behalf of the Company out of EGPC’s share of production entitlement. The income taxes paid to the Arab Republic of Egypt on behalf of the Company are recognized as crude oil revenue and income tax expense for reporting purposes.

EGPC owns the storage and export facilities where the Company's production is delivered and the Company requires EGPC cooperation and approval to schedule liftings. Once liftings occur, the Company has a 30-day collection cycle on liftings as a result of direct marketing to international purchasers. Depending on the Company's assessment of the credit of crude oil cargo buyers, they may be required to post irrevocable letters of credit to support the sales prior to the cargo liftings. Direct sales to EGPC are normally settled two to four weeks from delivery. 

In some instances TPI will borrow or loan production volumes in order to achieve a required amount of crude oil for cargo sales. In these instances, TPI can be in an overlift or underlift position. Regardless of being in an over lift or underlift position, sales are based on the Company’s working interest, less royalties. Imbalances are valued based on the actual sales proceeds and TPI will record a payable, if in an overlift position, or a receivable, if in an underlift position, based on the fair value of the consideration received or receivable.

The following table presents revenues in Egypt from contracts with customers: 

  

Three Months Ended March 31,

 
  

2023

 

Revenues from customer contracts:

 

(in thousands)

 

Gross sales

 $54,621 

Royalties

  (19,340)

Selling costs

  (497)

Net revenues

 $34,784 

24

Canada

Revenues from the sale of crude oil, natural gas, condensate and natural gas liquids ("NGLs") in Canada are recognized by reference to actual volumes delivered at contracted delivery points and prices. The Company has utilized the practical expedient in ASC Topic 606-10-50-14(a), which states that the Company is not required to disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Prices are determined by reference to quoted market prices in active markets for crude oil, natural gas, condensate, and NGLs based on product, each adjusted according to specific terms and conditions applicable per the sales contracts. Revenues are measured at the transaction price that the Company expects to be entitled in exchange for transferring promised goods to a customerand is determined based at the fair value of the consideration received. VAALCO pays royalties to the Alberta provincial government and other mineral rights owners in accordance with the established royalty regime. For reporting purposes, the Company records revenues net of royalties.

Customer sales generally occur on a daily basis when crude oil, natural gas, condensate or NGL’s are sold, normally via pipeline, to a delivery point. Regardless of the type of sales, there is a single performance obligation (delivering crude oil, natural gas, condensate or NGL’s to the delivery point) that gives rise to revenue recognition at the point in time when the performance obligation event takes place. Sales and delivery costs associated with certain sales are netted against revenue in accordance with the Company’s policy regarding classification of these type of expenses. 

Settlement of accounts receivable in Canada occur on the 25th of the following month after production. 

The following table presents revenues in Canada from contracts with customers:

  

Three Months Ended March 31,

 
  

2023

 

Revenues from customer contracts:

 

(in thousands)

 

Oil revenue

 $6,654 

Gas revenue

  958 

NGL revenue

  2,463 

Royalties

  (1,193)

Net revenues

 $8,882 

 

 

7. CRUDE OIL, AND NATURAL GAS and NGLs PROPERTIES AND EQUIPMENT

 

The Company’s crude oil, and natural gas and NGLs properties and equipment is comprised of the following:

 

 As of June 30, 2022  

As of December 31, 2021

  

As of March 31, 2023

  

As of December 31, 2022

 
 

(in thousands)

  

(in thousands)

 

Crude oil and natural gas properties and equipment - successful efforts method:

      

Wells, platforms and other production facilities

 $528,328  $488,756  $1,432,823  $1,406,888 

Work-in-progress

 42,954  13,515     

Undeveloped acreage

 23,735  23,735  53,999  56,251 

Equipment and other

  23,695   23,478   41,176   38,796 
 618,712  549,484  1,527,998  1,501,935 

Accumulated depreciation, depletion, amortization and impairment

  (466,994)  (455,160)  (1,028,045)  (1,006,663)

Net crude oil and natural gas properties, equipment and other

 $151,718  $94,324  $499,953  $495,272 

 

Extension

25

Etame Marin Block PSC

 

On September 25, 2018, VAALCO, together with the other joint venture owners in the Etame Marin block (the “Etame Consortium”), received an implementinga Presidential Decree from the government of Gabon authorizingfor an extension for additional years (“PSC Extension”) to the Etame Consortium to operate in the Etame Marin block. The Company’s subsidiary, VAALCO Gabon S.A., currently has a 63.575% participating interest (working interest including the working interest attributable to the carried interest owner) in the Etame Marin block.

The PSC Extension extendedextends the term for each of the 3 exploitation areas in the Etame Marin block for a period of ten years with effect fromto operate until September 17, 2018,2028. the effective date of theThe PSC Extension withalso grants the Etame Consortium the right for two additional extension periods of five-year options to extend the PSC. years each. 

 

In accordance with the Etame Marin block PSC, the Etame Consortium maintains a “Cost Account,” which accumulates capital costs and operating expenses that are deductible against revenues, net of royalties, in determining taxable profits. Under the PSC Extension, the Cost Recovery Percentage increased to 80% for the ten-year period from September 17, 2018 through September 16, 2028. After September 16, 2028, the Cost Recovery Percentage returns to 70%. The government of Gabon will acquire from the Etame Consortium an additional 2.5% gross working interest carried by the Etame Consortium effective June 20, 2026. VAALCO’s share of this interest to be transferred to the government of Gabon is 1.6%.

 

Egypt PSCs

On January 20, 2022, the Company announced a fully executed Merged Concession Agreement with EGPC that merged the three existing Eastern Desert concessions with a 15-year primary term and improved economics. In connection with the Merged Concession Agreement, the Company is required to make further annual $10.0 million modernization payments from February 2023 through February 2026. In accordance with the Merged Concession, the Company agreed to substitute the February 2023 payment and issue a $10.0 million credit against receivables owed to it from EGPC. 

The Merged Concession Agreement contains minimum financial work commitments of $50.0 million per each five-year period of the primary development term, commencing on February 1, 2020 (the "Merged Concession Effective Date").

The Egyptian PSCs provide for the government to receive a percentage gross royalty on the gross production. The remaining oil production, after deducting the gross royalty, if any, is split between cost sharing oil and production sharing oil. Cost sharing oil is up to a maximum percentage as defined in the specific PSC. Cost oil is assigned to recover approved operating and capital costs spent on the specific project. Unutilized cost sharing oil or excess cost oil (maximum cost recovery less actual cost recovery) is shared between the government and the contractor as defined in the specific PSCs. Each PSC is treated individually in respect of cost recovery and production sharing purposes. The remaining production sharing oil (total production less cost oil) is shared between the government and the contractor as defined in the specific PSC. The Egyptian PSCs do not contain minimum production or sales requirements, and there are no restrictions with respect to pricing of the contractor's sales volumes. Except as otherwise disclosed, all crude oil sales are priced at current market rates at the time of sale.

The following table summarizes the Company's Egyptian PSC terms for the first tranche(s) of production for each block. The contracts have different terms for production levels above the first tranche, which are unique to each contract. The government's share of production increases and the contractor's share of production decreases as the production volumes go to the next production tranche. The Company is the contractor in all of the Company's PSCs.

26

 

Block

 

Merged Concession

  

South Ghazalat

 

Year acquired (1)

  

2020

   

2013

 

Expiry date

  

2035

   

2039

 

Extensions

        

Exploration

  N/A   N/A 

Development

  

+ 5 years

   

20 + 5 years

 

Production Tranche (MBopd)

  0-25   0-5 

Maximum cost oil

  40%  25%

Excess cost oil - Contractor

  15%  5%

Depreciation per quarter

        

Operating

  100%  100%

Capital

  6%  5%

Production Sharing Oil:

        

Contractor

  30%*  17%

Government

  70%*  83%

(1) - Represents the year acquired by TransGlobe, prior to the Arrangement.

*Merged Concession profit oil is set on a scale according to average Brent price and production:

 

Crude oil produced (MBopd)

Brent Price ($/bbl)

Less than or equal to 5 MBopd

 

More than 5 MBopd and less than or equal to 10 MBopd

 

More than 10 MBopd and less than or equal to 15 MBopd

 

More than 15 MBopd and less than or equal to 25 MBopd

 

More than 25 MBopd

 

Government %

Contractor %

 

Government %

Contractor %

 

Government %

Contractor %

 

Government %

Contractor %

 

Government %

Contractor %

Less than or equal to $40/bbl

67

33

 

68

32

 

69

31

 

70

30

 

71

29

More than $40/bbl and less than or equal to $60/bbl

68

32

 

69

31

 

70

30

 

71

29

 

72

28

More than $60/bbl and less than or equal to $80/bbl

70

30

 

71

29

 

72

28

 

74

26

 

76

24

More than $80/bbl and less than or equal to $100/bbl

72.5

27.5

 

73

27

 

74

26

 

76

24

 

78

22

More than $100/bbl

75

25

 

76

24

 

77

23

 

78

22

 

80

20

Equatorial Guinea PSC

With the approval of the plan of development in September, 2022, the Block P production sharing contract provides for a development and production period of 25 years for the area associated with the Venus development, to September, 2047. The Block P acreage is 23,144 hectares, with 8,476 hectares being the area associated with the Venus development. The Royalty of the PSC is 10% for the first10,000 bopd, and 11% for the 10,000 bopd to 25,000 bopd tranche. The State’s share of profit oil is 10% to a cumulative production of 25 million bbl. For recovery of between 25 million bbl to 50 million bbl, the State’s share of profit oil increases to 20%. The Contractor is allowed access to cost oil to pay for development and operating costs, with a cost oil maximum of 70%. The PSC is subject to 25% income tax in Equatorial Guinea, with tangible development costs being straight line depreciated for tax purposes over 120 months. 

Proved Properties

 

The Company reviews the crude oil, and natural gas and NGLs producing properties for impairment quarterly or whenever events or changes in circumstances indicate that the carrying amount of such properties may not be recoverable. When a crude oil, and natural gas and NGLs property’s undiscounted estimated future net cash flows are not sufficient to recover its carrying amount, an impairment charge is recorded to reduce the carrying amount of the asset to its fair value. The fair value of the asset is measured using a discounted cash flow model relying primarily on Level 3 inputs into the undiscounted future net cash flows. The undiscounted estimated future net cash flows used in the impairment evaluations at each quarter end are based upon the most recently prepared independent reserve engineers’ report adjusted to use forecasted prices from the forward strip price curves near each quarter end and adjusted as necessary for drilling and production results.

 

2427

 

There was no triggering event in the three and sixmonths ended June 30, 2022March 31, 2023 that would cause the Company to believe the value of crude oil, and natural gas and NGLs producing properties should be impaired. Factors considered included higher forward price curves for theprices from secondDecember 31, 2022 quarter of 2022,and expected capital expenditures in the period related to the Etame Marin block.its reserves in Gabon, Egypt and Canada. 

 

Undeveloped Leasehold Costs

Equatorial Guinea

 

VAALCO acquired a 31% working interest in an undeveloped portion of a block (“Block P”) offshore Equatorial Guinea in 2012. The Ministry of Mines and Hydrocarbons (“EG MMH”) approved ourthe Company's appointment as the operator forof Block P on November 12, 2019. The Company acquired an additional working interest of 12% from Atlas Petroleum, thereby increasing its working interest to 43% in 2020, in exchange for a potential future payment of $3.1 million to Compania Nacional de Petroleos de Guinea Ecuatorial, (“GEPetrol”) in the event that there is commercial production from Block P. On August 27, 2020, the amendment to the production sharing contract to ratify the Company’s increased working interest and appointment as operator was approved by the EG MMH. In April 2021, Crown Energy, who held a 5% working interest elected to default on its obligations of Block P. On April 12, 2021, the majority of non-defaulting parties assigned the defaulting party’s interest to the non-defaulting parties.parties as required by the Joint Operating Agreement. As a result, VAALCO’s working interest will increaseincreased to 45.9% oncewhen the EG MMH approves a newapproved the fourth amendment to the production sharing contract. As In February of June 30, 20222023,, the Company had $10.0acquired an additional 14.1% participating interest, increasing VAALCO’s participating interest in the Block to 60.0%. This increase of 14.1% participating interest increases the Company's future payment to GEPetrol to $6.8 million recorded for the book valueat first commercial production of the undeveloped leasehold costs associated withBlock.

The Company has completed a feasibility study of the development concept of the Venus discovery on Block P license.P. On July 15,September 16, 2022, VAALCO, on behalf of itself and Guinea Ecuatorial de Petroleós (“GEPetrol”), submitted to the EG MMH aapproved the submitted plan of development. Final documents to affect the plan of development are subject to EG MMH approval. The 2023 budget for the Venus development in Block P.  The other Block P joint venture owner, plan was delivered on October 12, 2022 to the MMH and was approved effective November 16, 2022. In March 2023, Atlas Petroleum International Limited, opted notvoted to participate in the planVenus Development. Amendment 5 of development.  As a result, VAALCO will hold an 80% working interestthe PSC was approved by all parties inMarch 2023 with updated participating interest. Execution of the Venus development in Block P and GEPetrol will hold a 20% carried interest.plan has been initiated. The Block P production sharing contract provides for a development and production period of 25 years from the date of approval of a development and production plan. plan for the area associated with the Venus development. As of March 31, 2023, the Company had $10.0 million recorded for the book value of the undeveloped leasehold costs associated with the Block P license. 

Gabon

 

As a result of the PSC Extensionextension discussed above, the exploitation area for the Etame Marin block was expanded to include previously undeveloped acreage. The Company allocated $6.7 million of the share of the signing bonus and $7.1 million of the $18.6 million resulting from the deferred tax impact for the difference between book basis and tax basis to unproved leasehold costs using the acreage attributable to the previous exploitation areas and the additional acreage in the expanded exploitation areas. Exploitation of this additional area is permitted throughout the term of the Etame Marin block PSC. As a result of discovering reserves in connection with drilling the South East Etame 4H development well in March 2020, $2.3 million of costs were transferred to proved leasehold costs leaving a remaining $11.5 million in unproved leasehold costs. In connection with the Sasol Acquisition discussed under Note 3, $2.2 million of reserves were attributed to undeveloped properties. The balance of undeveloped leasehold costs related to the Etame Marin block at June 30, 2022March 31, 2023 was $13.7 million.

Egypt and Canada

In connection with the TransGlobe acquisition discussed under Note 3, the Company added $13.6 million and $16.7 million of undeveloped leasehold costs for Egypt and Canada, respectively. The undeveloped leasehold costs were associated to the probable category of reserves. At March 31, 2023, the undeveloped leasehold costs for Egypt was $13.6 million and Canada was $16.7 million.

 

Capitalized Equipment Inventory

 

Capitalized equipment inventory is reviewed regularly for obsolescence. Adjustments for inventory obsolescence are recorded in the “Other operating income (expense),expense, net” line item of the unaudited condensed consolidated statements of operations and comprehensive income but were not material for the three and sixmonths ended June 30, 2022March 31, 2023 and 20212022.

28

 

8. DERIVATIVES AND FAIR VALUE

 

The Company uses derivative financial instruments from time to time to achieve a more predictable cash flow from crude oil production by reducing the Company’s exposure to price fluctuations. See the table below for the list of outstanding contracts.

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Price

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

  

(per Bbl)

 

July 2022 to September 2022

Swaps

Dated Brent

  125,000  $76.53       

October 2022 to December 2022

Collars

Dated Brent

  109,000     $70.00  $122.00 
25

March 31, 2023:

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

 

April 2023 - June 2023

Collars

Dated Brent

  95,500  $65.00  $100.00 

 

While these commodity swapsderivative instruments are intended to be an economic hedge to mitigate the impact of a decline in crude oil prices, the Company has not elected hedge accounting. The contracts are being measured at fair value each period, with changes in fair value recognized in net income. The Company does not enter into derivative instruments for speculative or trading proposes. In connection with the RBL facility entered in May 2022, the Company is required to hedge a portion of its anticipated oil production at the time the Company draws down on the borrowing base.

 

The crude oil swap contractsderivative instruments are measured at fair value using the Income Method. Level 2 observable inputs used in the valuation model include market information as of the reporting date, such as prevailing Brent crude futures prices, Brent crude futures commodity price volatility and interest rates. The determination of the swapderivative instrument contracts’ fair value includes the impact of the counterparty’s non-performance risk.

 

To mitigate counterparty risk, the Company enters into such derivative contracts with creditworthy financial institutions deemed by management as competent and competitive market makers.

 

At times, the Company’s counterparties require that it post collateral for changes in the net fair value of the derivative contracts. This cash collateral is reported in the line item "Restricted cash" on the unaudited condensed consolidated balance sheets.

 

The following table sets forth the loss on derivative instruments on the Company’s unaudited condensed consolidated statements of operations:operations and comprehensive income:

 

   

Three Months Ended June 30,

  

Six Months Ended June 30,

    

Three Months Ended March 31,

 

Derivative Item

 

Statement of Operations Line

 

2022

  

2021

  

2022

  

2021

  

Statements of Operations Line

 

2023

  

2022

 
   

(in thousands)

    

(in thousands)

 

Crude oil swaps

 

Cash settlements paid on matured derivative contracts, net

 $(21,059) $(4,293) $(33,559) $(6,003)

Commodity derivatives

 

Cash settlements paid on matured derivative contracts, net

 $(59) $(12,500)
 

Unrealized gain (loss)

  11,517   (5,676)  (7,741)  (9,920) 

Unrealized gain (loss)

  80   (19,258)
 

Derivative instruments loss, net

 $(9,542) $(9,969) $(41,300) $(15,923) 

Derivative instruments gain (loss), net

 $21  $(31,758)

29

Subsequent Event

On April 3, 2023, the Company entered into additional derivatives contracts for the first quarter of 2023. The details are in the chart below:

Settlement Period

Type of Contract

Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

   

(Bbls)

(per Bbl)

(per Bbl)

July 2023 - September 2023

Collars

Dated Brent

 95,000$65.00$96.00

 

 

9. CURRENT ACCRUED LIABILITIES AND OTHER

 

Accrued liabilities and other balances were comprised of the following:

 

 

As of June 30, 2022

  

As of December 31, 2021

  

As of March 31, 2023

  

As of December 31, 2022

 
 

(in thousands)

  

(in thousands)

 

Accrued accounts payable invoices

 $39,186  $11,967  $21,185  $28,360 

Gabon DMO, PID and PIH obligations

  10,810  9,465  11,569  10,509 

Derivative liability - crude oil swaps

  12,547  4,806 

Capital expenditures

  24,357  11,327  27,850  26,618 

Stock appreciation rights – current portion

  1,049  609  297  570 

Accrued wages and other compensation

  1,611  2,124  2,626  8,161 

ARO Obligation

  6,835  6,745  260  306 

Egypt modernization payments

 9,373  9,933 

Excess cost oil payable

 1,297   

Other

  2,825   2,401   6,250   6,935 

Total accrued liabilities and other

 $99,220  $49,444  $80,707  $91,392 

 

 

10. COMMITMENTS AND CONTINGENCIES

 

Abandonment funding

 

Under the terms of the Etame PSC, the Company has a cash funding arrangement for the eventual abandonment of all offshore wells, platforms and facilities on the Etame Marin block. As a result of the PSC Extension, annual funding payments are spread over the periods from 2018 through 2028, under the 2018 abandonment study. The amounts paid will be reimbursed through the Cost Account and are non-refundable. In November 2021, an abandonment study was done and the estimate used for this purpose is approximately $81.3 million ($47.947.8 million, net to VAALCO) on an undiscounted basis. The abandonment estimate will bewas presented to the Gabonese Directorate of Hydrocarbons as required by the Etame PSC. ThroughAt June 30, 2022,March 31, 2023, $34.2the balance of the abandonment fund was $10.7 million ($20.16.3 million, net to VAALCO)on an undiscounted basis has been funded.basis. The annual payments will be adjusted based on revisions in the abandonment estimate. This cash funding is reflected under “Other noncurrent assets” in the “Abandonment funding” line item of the unaudited condensed consolidated balance sheets. Future changes to the anticipated abandonment cost estimate could change the asset retirement obligation and the amount of future abandonment funding payments.

 

In the first quarter of 2023, the Directorate of Hydrocarbons in Gabon approved a $26.6 million ($15.6 million, net to VAALCO) abandonment funding payment associated with the FPSO retirement. The Company received payment of $15.6 million in March 2023.

2630

 

On March 5,2019, in accordance with certain foreign currency regulatory requirements, the Gabonese branch of an international commercial bank holding the abandonment funds in a U.S. dollar denominated account transferred the funds to the Central Bank for CEMAC, of which Gabon is one of the six member states. The U.S. dollars were converted to local currency with a credit back to the Gabonese branch. During the three and six months ended June 30, 2022, the Company recorded a $1.3 million and $1.7 million foreign currency loss, respectively, associated with the abandonment funding account. During the six months ended June 30, 2021, the Company recorded a $0.6 million foreign currency loss associated with the abandonment funding account. In December 2021, as part of the new FX regulations issued by BEAC, BEAC allowed for opening of U.S. dollars escrow accounts for the abandonment funds at BEAC. The Company is currently working with the extractive industry to formulate the agreements which are expected to be finalized in 2022, that regulate these accounts. Accordingly, pursuant to Amendment No.5 of the Etame PSC that required these funds to be in U.S. dollars, once the account for the U.S. dollars abandonment fund is open at BEAC we will resume our funding of the abandonment fund in compliance with the Etame PSC.

FPSO charter

 

In connection with the charter of the FPSO, the Company, as operator of the Etame Marin block, guaranteed all of the charter payments under the charter through its contract term. At the Company’s election, the charter could be extended for two one-year periods beyond September 2020. These elections have beenwere made, and the charter has beenwas extended through September 2022. TheOn September 9, 2022, the Company is currently working withsigned an addendum to the FPSO charterer regarding timing for commencing shutdown of production, schedule for decommissioning and associated costs. The Company obtained guarantees from each ofcontract which extended the Company’s joint venture owners for their respective shares of the payments. The Company’s net share of the charter payment is 58.8%, or approximately $19.4 million per year. The Company believes the need for performance under the charter guarantee is remote, so the Company recorded a liability of $0.0 million as of June 30, 2022 and $0.1 million as of December 31, 2021 representing the guarantee’s estimated fair value. Estimated future minimum obligations as of June 30, 2022 through the enduse of the FPSO charter inthrough SeptemberOctober 4, 2022 are approximately $7.5and ratified certain decommissioning and demobilization items associated with exiting the contract.

Pursuant to the addendum, VAALCO Gabon agreed to pay the charterer day rate of $150,000 from August 20, 2022 through October 4, 2022, and other demobilization fees totaling $15.3 million ($4.4on a gross basis, $8.9 million net to VAALCO).

VAALCO Gabon. The Company relinquished control over the FPSO charter payment includesin the fourth quarter of 2022. VAALCO and the owners of the FPSO are negotiating a $0.93 per barrel charter fee for production upfinal settlement of amounts owed to 20,000 barrels of crude oil per dayeach other and a $2.50 per barrel charter fee for those barrels produced in excess of 20,000 barrels of crude oil per day.will conclude on the Company’s restricted cash balances associated with the FPSO.

 

Regulatory and Joint Interest Audits and Related Matters

 

The Company is subject to periodic routine audits by various government agencies in Gabon, including audits of the Company’s petroleum cost account, customs, taxes and other operational matters, as well as audits by other members of the contractor group under the Company’s joint operating agreements.

 

In 2016, the government of Gabon conducted an audit of the Company’s operations in Gabon, covering the years 2013 through 2014. The Company received the findings from this audit and responded to the audit findings in January 2017. Since providing the Company’s response, there have been changes in the Gabonese officials responsible for the audit. The Company is working with the newly appointed representatives to resolve the audit findings. The Company does not anticipate that the ultimate outcome of this audit will have a material effect on the Company’s financial condition, results of operations or liquidity.

 

Between 2019 and 2021, the government of Gabon conducted an audit of the operations in Gabon, covering the years 2015 and 2016. The Company has not yet received the findings from this audit.

In 2019,audit and has responded to the Etame joint venture owners conducted audits foraudit findings and are working with the years 2017 and 2018. In June 2020, government of Gabon on the Company agreed to a $0.8 million payment to resolve claims made by oneresults of the Etame Marin block joint venture owners, Addax Petroleum Gabon S.A. There are now no unresolved matters related to the joint venture owner audits for these years.

FSO

On August 31, 2021, VAALCO and its co-venturers at Etame approved the Bareboat Contract (the “Bareboat Contract”) and Operating Agreement (collectively, the “FSO Agreements”) with World Carrier Offshore Services Corp. to replace the existing FPSO with a Floating Storage and Offloading unit (“FSO”). The FSO Agreements require a prepayment of $2 million gross ($1.3 million net to VAALCO) in 2021 and $5 million gross ($3.2 million net) in 2022 of which $6 million will be recovered against future rentals. Current total block level field conversion estimates are $66 to $80 million gross ($42 to $51 million net to VAALCO). The FSO Agreements contain purchase provisions and termination provisions.findings. The Company does not expect to utilizeanticipate that the terminations provision underultimate outcome of this audit will have a material effect on the FSO Agreements. VAALCO currently believes that allCompany’s financial condition, results of the associated engineering, long-lead equipment and significant contracts are proceeding in-line with the anticipated timelines and expected delivery schedules for the deployment of the FSO. The vessel is expected to arrive on location in the Etame Marin block on August 12, 2022. Transition to the new FSO could result in additional costs, interruption in production and delayed sales to customers.operations or liquidity.

27

Dividend Policy

On November 3, 2021, the Company announced that the Company’s board of directors adopted a cash dividend policy of an expected $0.0325 per common share per quarter. policy. 

On March 18, 2022February 14, 2023, the Company paid a quarterly cash dividend of $0.0325 per share of common stock to the stockholders of record at the close of business on February 18, 2022. On June 24, 2022, the Company paid a quarterly cash dividend of $0.0325 per share of common stock to the stockholders of record at the close of business on May 25, 2022On August 5, 2022, the Company announced that the Company’sCompany's board of directors had declared a quarterly cash dividend of $0.0325$0.0625 per common share, of common stock, payablewhich was paid on September 23March 31, 2023, 2022to stockholders of record at the close of business on AugustMarch 24, 20222023. On May 9, 2023., the Company's board of directors declared a quarterly cash dividend of $0.0625 per common share to be paid on June 23, 2023to stockholders of record at the close of business on May 24,2023.

In connection with the RBL facility, discussed in Note 11, the Company is required to provide a cash flow projection prior to any distribution, share buyback, or stock repurchase. As long as a group liquidity test is above the required ratio outlined in the RBL facility agreement, and no event of default exists, the Company may make distributions, buyback shares, or repurchase stock without further approval. In the event the liquidity test is not met, an approval or waiver would need to be obtained from Glencore in order to make distributions, buyback shares, or repurchase stock. For the three months ended March 31, 2023, no specific approval or waivers were required for the Company to make distributions or repurchase stock. 

Payment of future dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including current financial condition, the tax impact of repatriating cash, operating results and current and anticipated cash needs.

 

Other contractualShare Buyback Program

On November 1, 2022, the Company announced that the Company’s board of directors formally ratified and approved a share buyback program. The board of directors also directed management to implement a Rule 10b5-1 trading plan (the “10b5-1 Plan”) to facilitate share purchases through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The 10b5-1 Plan provides for an aggregate purchase of currently outstanding common stock up to $30 million over 20 months. Payment for shares repurchased under the share buyback program will be funded using the Company's cash on hand and cash flow from operations. 

31

The following table shows the repurchases of equity securities related to the share repurchase program after January 1, 2023 through March 31, 2023:

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Programs

  

Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

 

January 1, 2023 - January 31, 2023

  350,832  $4.27   350,832  $25,502,669 

February 1, 2023 - February 28, 2023

  326,992  $4.59   326,992  $24,003,172 

March 1, 2023 - March 31, 2023

  303,176  $4.95   303,176  $22,503,206 

Total

  981,000       981,000     

The following table shows the repurchases of equity securities related to the share repurchase program after April 1, 2023 throughMay 9, 2023:

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Programs

  

Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

 

April 1, 2023 - April 30, 2023

  303,969  $4.93   303,969  $21,003,245 

May 1, 2023 - May 8, 2023

  362,843  $4.14   362,843  $19,502,740 

Total

  666,812       666,812     

In connection with the RBL facility, the Company is required to provide a cash flow projection prior to any distribution, share buyback, or stock repurchase. As long as a group liquidity test is above the required ratio outlined in the RBL facility agreement, and no event of default exists, the Company may make distributions, buyback shares, or repurchase stock without further approval. In the event the liquidity test is not met, an approval or waiver would need to be obtained from Glencore in order to make distributions, buyback shares, or repurchase stock. For the three months ended March 31, 2023, no specific approval or waivers were required for the Company to make distributions or repurchase stock. 

The actual timing number and value of shares repurchased under the share buyback program will depend on a number of factors, including constraints specified in the Plan, the Company's stock price, general business and market conditions, and alternative investment opportunities. Under the Plan, the Company’s third-party broker, subject to SEC regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the Plan.

Merged Concession Agreement

On January 20, 2022, prior to the consummation of the Arrangement, TransGlobe announced a fully executed concession agreement "Merged Concession Agreement" with the Egyptian General Petroleum Corporation (“EGPC”) that merged the three existing Eastern Desert concessions with a 15-year primary term and improved economics. In advance of the Minister of Petroleum and Mineral Resources of the Arab Republic of Egypt (the “Minister”) executing the Merged Concession Agreement, TransGlobe paid the first modernization payment of $15.0 million and signature bonus of $1.0 million as part of the conditions precedent to the official signing ceremony on January 19, 2022. On February 1, 2022, TransGlobe paid the second modernization payment of $10.0 million. In accordance with the Merged Concession, the Company agreed to substitute the February 2023 payment and issue a $10.0 million credit against receivables owed to it from EGPC. The Company will make three further annual equalization payments of $10.0 million each beginning February 1, 2024 until February 1, 2026. VAALCO recorded modernization payment liabilities of $26.3 million at March 31, 2023. On the unaudited condensed consolidated balance sheet, $9.4 million of the modernization payment liability was recorded in the line item "Accrued liabilities and other" and $17.0 million was recorded in "Other long-term liabilities". 

32

The Company also has minimum financial work commitments of $50.0 million per each five-year period of the primary development term, commencing on February 1, 2020 (the "Merged Concession Effective Date") for a total of $150 million commencing on the Merged Concession Effective Date"). Through March 31, 2023, all investments have exceeded the five-year minimum $50 million threshold and any excess carries forward to offset against subsequent five-year commitments. 

As the Merged Concession Agreement is effective as of February 1, 2020, there will be effective date adjustment owed to the Company for the difference in the historic commercial terms and the revised commercial terms applied against the production since the Merged Concession Effective Date. In accordance with GAAP, the Company has recognized a receivable in connection with the effective date adjustment of $67.5 million as of October 13, 2022, based on historical realized prices. However, the cumulative value to be received as a result of the effective date adjustment is currently being finalized with the EGPC and could result in a range of outcomes based on the final price per barrel negotiated. As of March 31, 2023, $50.3 million of the original $67.5 million receivable is recorded on the unaudited condensed consolidated balance sheet in Receivables-Other, net. 

Government Related Receivables

Under the Article 35 of the Etame PSC, the Company can be required to contribute to meeting the domestic market needs of Gabon by delivering to the Government, or another entity designated by the Government, an amount of its crude oil proportional to the Company’s share of production to the total production in Gabon over the year. In October 2021, the Company was notified by the Government to deliver to a refinery its proportionate share of crude oil to meet the domestic market need as per the terms of the Etame PSC. In exchange, the Company is entitled, per the Etame PSC, to a fixed selling price for the oil delivered.

Since the crude oil produced by the Company is not compatible with the crude oil requirements of the refinery, the Company entered into two contracts (buy/sell arrangements) to fulfill its domestic market needs obligation under the Etame PSC. One contract is to purchase oil from another provider (currently Perenco – the supplier) that produces the compatible oil to meet the needs of the refinery and another contract with the refinery itself (currently Sogara -the buyer and state designee) to deliver the crude oil to the Government. 

 

In June 2021,November 2022, a receivable from Sogara became past due and the Company has not received payments from the refinery since November 2022. At March 31, 2023 the amount due to the Company entered into a short-term agreementfrom the refinery is $20.3 million. The Company is in ongoing discussions with an affiliate of Borr Drilling Limited to drill a minimum of three wells with options to drill additional wells. Upon completionthe Ministry of the ETBSMEconomy, Hydrocarbons and the Presidency of Gabon on finding a solution to the realization of the past due balances related to both the receivable from the refinery as well as past due VAT receivable amounts owed to the Company. The Company expects to recover the full amount of receivables owed to it for both the VAT receivable and receivable under the oil supply arrangement, but the terms of recovery have 1HB-ST2not well, the commitment to Borr Drilling Limited was satisfied. The company plans to exercise its options to extend its contract for the existing rig.been finalized. 

 

11. DEBT

 

As of June 30, 2022 March 31, 2023and December 31, 2021,2022, the Company had 0no outstanding debt. 

RBL Facility

 

On May 16, 2022, the Borrower entered into the Facility Agreement by and among the Company, VAALCO Gabon, Glencore, the Law Debenture Trust Corporation P.L.C., as security agent, and the Lenders, providing for a senior secured reserve-based revolving credit facility (the “Facility”) in an aggregate maximum principal amount of up to $50.0 million (the “Initial Total Commitment”). In addition, subject to certain conditions, the Borrower may agree with any Lender or other bank or financial institution to increase the total commitments available under the Facility by an aggregate amount not to exceed $50.0 million (any such increase, an “Additional Commitment”). Beginning October 1, 2023 and thereafter on April 1 and October 1 of each year during the term of the Facility, the Initial Total Commitment, as increased by any Additional Commitment, will be reduced by $6.25 million.

 

33

The Facility provides for determination of the borrowing base asset based on the Company’s proved producing reserves in Gabon and a portion of the Company's proved undeveloped reserves.reserves in Gabon. The borrowing base is determined and redeterminedre-determined by the Lenders on March 31 and September 30 of each year.

 Based on the redetermination performed during the year, there was no change in the borrowing base. 

Each loan under the Facility will bear interest at a rate equal to LIBOR plus a margin (the “Applicable Margin”) of (i) 6.00% until the third anniversary of the Facility Agreement or (ii) 6.25% from the third anniversary of the Facility Agreement until the Final Maturity Date (defined below).

Pursuant to the Facility Agreement, the Company shall pay to Glencore for the account of each Lender a quarterly commitment fee equal to (i) 35% per annum of the Applicable Margin on the daily amount by which the lower of the total commitments and the borrowing base amount exceeds the amount of all outstanding utilizations under the Facility, plus (ii) 20% per annum of the Applicable Margin on the daily amount by which the total commitments exceed the borrowing base amount. The Borrower is also required to pay customary arrangement and security agent fees.

The Facility Agreement contains certain debt covenants, including that, as of the last day of each calendar quarter, (i) the ratio of Consolidated Total Net Debt to EBITDAX (as each term is defined in the Facility Agreement) for the trailing 12 months shall not exceed 3.0x and (ii) consolidated cash and cash equivalents shall not be lower than $10.0 million. As of June 30, 2022, March 31, 2023, the Company's borrowing base was $50.0 million. The amount the Company is able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Facility Agreement. With regard to the requirement that the Company deliver its fiscal year 2022 annual financial statements to Glencore within 90 days of the end of each fiscal year, the Company requested and received an extension until April 17, 2023. The Company delivered the annual financial statements, along with its covenant compliance certificate to Glencore on April 11, 2023. At March 31, 2023, the Company was in compliance with all other debt covenants at June 30, 2022. As of June 30, 2022, the Companyand had 0no outstanding borrowings under the facility.

The Facility will mature on the earlier of (i) the fifth anniversary of the date on which all conditions precedent to the first utilization of the Facility have been satisfied and (ii) the Reserve Tail Date (as defined in the Facility Agreement) (the “Final Maturity Date”).

 

Deferred financing costs incurred in connection with securing the Facility were $1.5$1.8 million, ($2.1 million net of accumulated amortization of $0.3 million) which is carried in the accompanying unaudited condensed consolidated balance sheets in the line item "Other long-term assets" and is amortized on a straight-line basis, which approximates the effective interest method, over the term of the Facility and included in interest expense in the accompanying unaudited condensed consolidated statements of operations.operations and comprehensive income.

 

ATB Facility

In connection with the Arrangement with TransGlobe in 28October 2022,


the Arrangement, TransGlobe repaid in full all outstanding obligations and liabilities owed under TransGlobe’s credit facility with ATB Financial (the "ATB Facility"), representing approximately Canadian $4.1 million. On January 5, 2023, the ATB Facility was formally closed. Termination of the ATB Facility will not affect the Company's $50.0 million senior secured reserve-based revolving credit facility with Glencore.

 

12. LEASES

 

Under the leasing standard that became effective January 1, 2019, there are two types of leases: finance and operating. Regardless of the type of lease, the initial measurement of the lease results in recording a ROU asset and a lease liability at the present value of the future lease payments.

 

Practical Expedients

The Company elected to use all the practical expedients, effectively carrying over its previous identification and classification of leases that existed as of January 1, 2019. Additionally, a lessee may elect not to recognize ROU assets and liabilities arising from short-term leases provided there is no purchase option the entity is likely to exercise. The Company has elected this short-term lease exemption.

 

34

Operating leases

 

The Company is currently a party to several operating lease agreements for the corporate office, rental of marine vessels and helicopters, equipment and a drilling rig used in the FPSO.Company’s Egyptian operations.. The duration for these agreements rangeranges from 3 to 3324 months. In some cases, the lease contracts require the Company to make payments both for the use of the asset itself and for operations and maintenance services. Only the payments for the use of the asset related to the lease component are included in the calculation of ROU assets and lease liabilities. Payments for the operations and maintenance services are considered non-lease components and are not included in calculating the ROU assets and lease liabilities. For leases on ROU assets used in joint operations, generally the operator reflects the full amount of the lease component, including the amount that will be funded by the non-operators. As operator for the Etame Marin block, the ROU asset recorded for the FPSO, the marine vessels, helicopter and certain equipment used in the joint operations includes the gross amount of the lease components.

 

During the third quarter of 2019, the Company notified the lessor of the FPSO of its intent to extend the lease term by the first option that extends the FPSO lease to September 2021. Similarly, during the third quarter of 2020, the Company gave notification to extend the FPSO lease to September 2022.

The FPSO agreement also contains options to purchase the assets during or at the end of the lease term. The Company does not consider these options reasonably certain of exercise and has excluded the purchase price from the calculation of ROU assets and lease liabilities.

The FPSO and helicopter, marine vessels and certain equipment leases include provisions for variable lease payments, under which the Company is required to make additional payments based on the level of production or the number of days or hours the asset is deployed, or the number of persons onboard the vessel. Because the Company does not know the extent that the Company will be required to make such payments, they are excluded from the calculation of ROU assets and lease liabilities.

 

Financing leases

 

In August 2021, theThe Company signedis currently a party to several financing lease agreements for the FSO agreements to lease a FSO to replaceand generators used in the current FPSO whose term will end in September 2022. Under the termsoperations of the FSO agreements, a third party is expected to modify the leased vessel in order to meet the Company’s crude-oil production requirements. The vessel is expected to arrive on location in the Etame Marin block on August 12, 2022. After acceptanceand for equipment, offices and vehicles used in the operations of Canada and Egypt. The duration for these agreements ranges from 7 to 114 months. In some cases, the lease contracts require the Company to make payments both for the use of the FSO, expected by or before September 1, 2022, controlasset itself and for operations and maintenance services. Only the payments for the use of the vessel will transferasset related to the Companylease component are included in the calculation of ROU assets and lease liabilities. Payments for the Company will recordoperations and maintenance services are considered non-lease components and are not included in calculating the ROU assetassets and lease liabilities associated with this lease.

On February 15, 2022, the Company signed a contract for a finance lease of generators and related parts. The minimum lease term is 67 months, and the ROU asset and lease liability was recorded on the lease commencement date of February 15, 2022.liabilities..

 

All leases

 

For all leases that contain an option to extend the initial lease term, the Company has evaluated whether it will extend the lease beyond the initial lease term. When the Company believes it will utilize these leased assets beyond the initial lease term, whichthose payments have been included in the calculation forof the ROU assets and liabilities. The discount rate used to calculate ROU assets and lease liabilities represents the Company’s incremental borrowing rate. The Company determined this by considering the term and economic environment of each lease, and estimating the resulting interest rate the Company would incur to borrow the lease payments.

 

2935

 

For the three and sixmonths ended June 30, 2022March 31, 2023 and 20212022, the components of the lease costs and the supplemental information were as follows:

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

  

Three Months Ended March 31,

 
 

(in thousands)

  

2023

  

2022

 

Lease cost:

          

(in thousands)

 

Finance lease cost (1)

 $98 $ $164 $0  $4,365  $66 

Operating lease cost

 4,265 4,490 8,461 8,880  583  4,196 

Short-term lease cost (2)

 199  449  1,213  1,243  1,360  1,014 

Variable lease cost (3)

  1,909   1,627   3,247   3,061      1,338 

Total lease expense

 6,471  6,566  13,085  13,184  6,308  6,614 

Lease costs capitalized

  651   0   1,423   0   48   772 

Total lease costs

 $7,122  $6,566  $14,508  $13,184  $6,356  $7,386 

 

 Three Months Ended March 31,
 

2022

  

2021

  

2023

  

2022

 

Other information:

      

Cash paid for amounts included in the measurement of lease liabilities:

      

Operating cash flows attributable to finance leases

 $26  $0 

Financing cash flows attributable to finance leases (in thousands)

 $1,701  $ 

Weighted-average remaining lease term (in years)

 5.17    9.33  5.42 

Weighted-average discount rate

 3.54% 0  8.13% 3.54%
      

Operating cash flows attributable to operating leases

 $12,816  $11,863 

Operating cash flows attributable to operating leases (in thousands)

 $226  $6,551 

Weighted-average remaining lease term (in years)

 0.7  1.25  1.14  0.73 

Weighted-average discount rate

 5.62% 6.09% 10.29% 5.83%

 

 

(1)

Represents depreciation and interest associated with financing leases.

 

(2)

Represents short term leases under contracts that are 1 year or less where a ROU asset and lease liability are not required to be recorded.

 

(3)

Variable costs represent differences between minimum lease costs and actual lease costs incurred under lease contracts.

 

30

The table below describes the presentation of the total lease cost on the Company’s unaudited condensed consolidated statementstatements of operations.operations and comprehensive income. As discussed above, the Company’s joint venture owners are required to reimburse the Company for their share of certain expenses, including certain lease costs.

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

  

(in thousands)

 

Finance lease cost

 $57  $0  $96  $0  $2,625  $39 

Production expense

  3,720  3,852  7,558  6,501  1,286 3,838 

General and administrative expense

  47  47  63  96  46  16 

Lease costs billed to the joint venture owners

  2,884   2,667   5,886   6,587   2,368   3,002 

Total lease expense

  6,708  6,566  13,603  13,184  6,325  6,895 

Lease costs capitalized

  414   0   905   0   31   491 

Total lease costs

 $7,122  $6,566  $14,508  $13,184  $6,356  $7,386 

 

36

The following table describes the future maturities of the Company’s lease liabilities at June 30, 2022March 31, 2023:

 

 

Operating Leases

  

Finance Leases

 
 (in thousands)  

Operating Leases

  

Finance Leases

 

Year

       

(in thousands)

 

2022

 $2,892  $201 

2023

 371  368  $1,829  $

10,377

 

2024

 197  368  672  13,759 

2025

 33  368  33  15,559 

2026

   16,156 

2027

   15,023 

Thereafter

  0   537      51,561 
 3,493  1,842  2,534  122,435 

Less: imputed interest

  38   185   127   35,058 

Total lease liabilities

 $3,455  $1,657  $2,407  $87,377 

 

Under the joint operating agreements, other joint venture owners are obligated to fund $3.1$51.5 million of the $5.3$125.0 million in future lease liabilities.

 

 

13. ASSET RETIREMENT OBLIGATIONS

 

The following table summarizes the changes in the Company’s asset retirement obligations:

 

(in thousands)

 As of June 30, 2022  As of December 31, 2021 

Beginning balance

 $40,694  $17,334 

Accretion

  950   1,627 

Additions

  0   14,564 

Revisions

  0   7,169 

Ending balance

 $41,644  $40,694 

(in thousands)

 

As of March 31, 2023

  

As of December 31, 2022

 

Beginning balance

 $42,001  $40,694 

Accretion

  556   1,958 

Additions

     6,134 

Revisions

  79   (43)

Settlements

  (123)  (6,577)

Foreign currency gain (loss)

  74   (165)

Ending balance

 $42,587  $42,001 
 

Accretion is recorded in the line item “Depreciation, depletion and amortization” onin the unaudited condensed consolidated statements of operations.operations and comprehensive income.

In connection with the TransGlobe Arrangement in October 2022, as discussed in Note 3, the Company added $6.1 million of ARO for the future abandonment and reclamation costs of the Canadian assets. The Egypt concessions have no ARO. 

With relation to the end of the FPSO contract in October 2022, the Company incurred decommissioning settlement fees totaling $6.6 million previously recorded in the asset retirement obligations and included on the consolidated statements of cash flows in the line item, "Cash settlements paid on asset retirement obligations".

 

The Company is required under the Etame PSC for the Etame Marin block in Gabon to conduct abandonment studies to update the amounts being funded for the eventual abandonment of the offshore wells, platforms and facilities on the Etame Marin block. The current abandonment study was prepared in November 2021. At December 31, 2021, associated with the study, the Company recorded an upward revision of $7.2 million to the asset retirement obligation primarily as a result of increased costs expected with the abandonment of the Etame Marin block and a change in the expected timing of the abandonment costs associated with the termination of the FPSO charter. In connection with the Sasol Acquisition, as discussed in Note 3, the Company added $14.6 million of asset retirement obligations as a result of it increasing its interest in the Etame Marin block in 2021.As a result of the expected timing of the abandonmentend of the FPSO contract, included in the line item "Accrued liabilities and other" in the unaudited condensed consolidated balance sheet is $6.8$0.3 million of costs associated with the retirement obligation as of June 30, 2022March 31, 2023.

In Egypt, under model concession agreements and the Fuel Material Law, liabilities in respect of decommissioning movable and immovable assets (other than wells) passes to the Egyptian Government through the transfer of ownership from the contractor to the government under the cost recovery process. While the current risk to the Company of becoming liable for decommissioning liabilities in Egypt is low, future changes to legislation could result in decommissioning liabilities in Egypt. Any increase in Egyptian decommissioning liabilities could adversely affect the Company's financial condition.

 

3137

 

In relation to petroleum wells, under good oilfield practices, the contractor is responsible for decommissioning non-producing wells under a decommissioning plan approved by EGPC during the life of the concession agreement. If EGPC agrees that a producing well is not economic, then the contractor may be responsible for decommissioning the well under an EGPC approved decommissioning plan. EGPC, at its own discretion, may not require a well to be decommissioned if it wants to preserve the ability to use the well for other purposes. As EGPC has discretion on decommissioning wells, there is a risk that the Company could incur well decommissioning costs. In accordance with the respective concession agreements, expenses approved by EGPC are recoverable through the cost recovery mechanism. At December 31, 2022, no asset retirement obligation is recorded associated with the Egypt PSCs.

The Company provides for asset retirement obligations on all of its Canadian operations based on current legislation and industry operating practices. The estimated present value of the asset retirement obligation is recorded as a long-term liability, with a corresponding increase in the carrying amount of the related asset. The estimated ARO liability for Canada includes assumptions of actual costs to abandon and/or reclaim wells and facilities, the time frame in which such costs will be incurred, as well as using inflation factors and discount rates in order to calculate the amount of the ARO liability.

 

14. SHAREHOLDERS EQUITY

 

PreferredCommon stock 

On October 13, 2022, in connection with the closing of the Arrangement, (i) the total number of authorized shares of common stock of the Company was increased from 100 million shares to 160 million shares and (ii) VAALCO issued approximately 49.3 million shares to TransGlobe's shareholders.

Preferred stock

Authorized preferred stock consists of 500,000 shares with a par value of $25 per share. NaNNo shares of preferred stock were issued and outstanding as of June 30, 2022 or DecemberMarch 31, 2021.2023.

 

Treasury stock

On November 1, 2022, the Company announced that the board of directors formally ratified and approved a share buyback program. The Plan provides for an aggregate purchase of currently outstanding common stock up to $30 million over 20 months. Payment for shares repurchased under the share buyback program will be funded using the Company's cash on hand and cash flow from operations. See Note 10 for further discussion.

The below table shows the repurchases of the Company's equity securities during the three months ended March 31, 2023:

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Programs

  

Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

 

January 1, 2023 - January 31, 2023

  350,832  $4.27   350,832  $25,502,669 

February 1, 2023 - February 28, 2023

  326,992  $4.59   326,992  $24,003,172 

March 1, 2023 - March 31, 2023

  303,176  $4.95   303,176  $22,503,206 

Total

  981,000       981,000     

38

For the majority of restricted stock awards granted by the Company, the number of shares issued to the participant on the vesting date are net of shares withheld to meet applicable tax withholding requirements. In addition, when options are exercised, the participant may elect to remit shares to the Company to cover the tax liability and the cost of the exercised options. When this happens, the Company adds these shares to treasury stock and pays the taxes on the participant’s behalf.

 

Although these withheld shares are not issued or considered common stock repurchases under the Company’s stock repurchase program, they are treated as common stock repurchases in ourthe Company's financial statements as they reduce the number of shares that would have been issued upon vesting. See Note 15 for further discussion.

 

 

15. STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS

 

The Company’s stock-based compensation has been granted under several stock incentive and long-term incentive plans. The plans authorize the Compensation Committee of the Company’s board of directors to issue various types of incentive compensation. The Company had previously issued stock options and restricted shares under the 2014 Long-Term Incentive Plan (“2014 Plan”) and stock appreciation rights under the 2016 Stock Appreciation Rights Plan. On June 25, 2020, the Company’s stockholders approved the 2020 Long-Term Incentive Plan (as amended, the “2020 Plan”) under which 5,500,000 shares are authorized for grants. In June 2021, the Company’s stockholders approved an amendment to the 2020 Plan pursuant to which an additional 3,750,000 shares were authorized for issuance pursuant to awards under the 2020 Plan. At June 30, 2022March 31, 2023, 6,641,107under the 2020 Plan, 3,989,458 shares were available for future grants under the 2020 Plan.grants.

 

For each stock option granted, the number of authorized shares under the 2020 Plan will be reduced on a one-for-one basis. For each restricted share granted, the number of shares authorized under the 2020 Plan will be reduced by twice the number of restricted shares. The Company has no set policy for sourcing shares for option grants. Historically the shares issued under option grants have been new shares.

 

As referenced in the table below, the Company records compensation expense related to stock-based compensation as general and administrative expense associated with the issuance of stock options, restricted stock and stock appreciation rights. During the sixthree months ended June 30, 2022, March 31, 2023, the Company settled in cash $0.8$0.2 million for stock appreciation rights and received $0.3 million for stock option exercises. During the three and sixmonths ended June 30, 2021March 31, 2022, the Company settled in cash $2.9$0.2 million for stock appreciation rights and received $1.1$0.2 million for stock option exercises.

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2022

  

2021

  

2023

  

2022

 
 

(in thousands)

  

(in thousands)

 

Stock-based compensation - equity awards

 $615  $117  $1,019  $440  $675  $404 

Stock-based compensation - liability awards

  227   397   1,245   1,633   (26)  1,018 

Total stock-based compensation

 $842  $514  $2,264  $2,073  $649  $1,422 

 

39

Stock options and performance shares

 

Stock options have an exercise price that may not be less than the fair market value of the underlying shares on the date of grant. In general, stock options granted to participants will become exercisable over a period determined by the Compensation Committee of the Company’s board of directors that is generally a three-year period, vesting in three equal parts on the anniversaries from the date of grant, and may contain performance hurdles.

 

32

In March 2022, the Company granted options to certain employees of the Company that are considered performance stock options to purchase an aggregate of 241,358 shares at an exercise price of $6.41 per share and a life of ten years. For each performance stock option award, one-third of the underlying shares vest on the later of the first anniversary of the grant date and the date on which the Company’s stock price, determined using a 30-day average, exceeds $7.37 per share; performance stock options with respect to one-third of the underlying shares vest on the later of the second anniversary of the grant date and the date on which the Company’s stock price, determined using a 30-day average, exceeds $8.48 per share; and performance stock options with respect to the remaining one-third of the underlying shares vest on the later of the third anniversary of the grant date and the date on which the Company’s stock price, determined using a 30-day average, exceeds $9.75 per share. These awards are option awards that contain a market condition. Compensation cost for such awards is recognized ratably over the derived service period and compensation cost related to awards with a market condition will not be reversed if the Company does not believe it is probable that such performance criteria will be met or if the service provider (employee or otherwise) fails to meet such performance criteria.

The Company used the Monte Carlo simulation to calculate the grant date fair value of performance stock option awards. The fair value of these awards will be amortized to expense over the derived service period of the option.

 

For options that do not contain a market or performance condition, the Company uses the Black-Scholes model to calculate the grant date fair value of stock option awards. This fair value is then amortized to expense over the service period of the option.

 

During the sixthree months ended June 30,March 31, 2022and 2021, the weighted average assumptions shown below were used to calculate the weighted average grant date fair value of option grants under the Monte Carlo.

 No options were granted in the first quarter of 2023.

 

 

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

2022

 

Weighted average exercise price - ($/share)

 $6.41  $3.14  $6.41 

Expected life in years

 6.0  6.0  6.0 

Average expected volatility

 72% 75% 72

%

Risk-free interest rate

 1.98% 0.95% 1.98

%

Expected dividend yield

 2.30% 0  2.30

%

Weighted average grant date fair value - ($/share)

 $2.84  $2.07  $2.84 

 

Stock option activity associated with the Monte Carlo model for the sixthree months ended June 30, 2022March 31, 2023 is provided below:

 

 

Number of Shares Underlying Options

  

Weighted Average Exercise Price Per Share

  

Weighted Average Remaining Contractual Term

  

Aggregate Intrinsic Value

  

Number of Shares Underlying Options

  

Weighted Average Exercise Price Per Share

  

Weighted Average Remaining Contractual Term

  

Aggregate Intrinsic Value

 
 

(in thousands)

    

(in years)

    

(in thousands)

    

(in years)

 

(in thousands)

 

Outstanding at January 1, 2022

 359  $1.96      

Outstanding at January 1, 2023

 444  $3.98      

Granted

 241  6.41               

Exercised

 0  0       (74) (1.68)     

Unvested shares forfeited

 0  0               

Vested shares expired

  0  0                   

Outstanding at June 30, 2022

  600  $3.75  8.84  $1,916 

Exercisable at June 30, 2022

  194  $1.68  8.16  $1,017 

Outstanding at March 31, 2023

  370  $4.40  8.30  $414 

Exercisable at March 31, 2023

  166  $3.91  8.15  $224 

 

3340

 

Stock option activity associated with the Black-Scholes model for the sixthree months ended June 30, 2022March 31, 2023 is provided below:

 

 

Number of Shares Underlying Options

  

Weighted Average Exercise Price Per Share

  

Weighted Average Remaining Contractual Term

  

Aggregate Intrinsic Value

  

Number of Shares Underlying Options

  

Weighted Average Exercise Price Per Share

  

Weighted Average Remaining Contractual Term

  

Aggregate Intrinsic Value

 
 

(in thousands)

    

(in years)

    

(in thousands)

    

(in years)

 

(in thousands)

 

Outstanding at January 1, 2022

 615  $1.58      

Outstanding at January 1, 2023

 387  $1.86      

Granted

 0  0               

Exercised

 (229) 1.12       (99) (1.50)     

Unvested shares forfeited

 0  0               

Vested shares expired

  0  0                    

Outstanding at June 30, 2022

  386  $1.86  1.46  $1,965 

Exercisable at June 30, 2022

  386  $1.86  1.46  $1,965 

Outstanding at March 31, 2023

  288  $1.98  0.81  $732 

Exercisable at March 31, 2023

  288  $1.98  0.81  $732 

 

During the six months ended June 30, 2022, 49,063 shares were added to treasury asAs a result of tax withholding on options exercised.exercised, 22,027 shares were added to treasury during the three months ended March 31, 2023.

 

Restricted shares

 

Restricted stock granted to employees will vest over a period determined by the Compensation Committee that is generally a three-year period, vesting in three equal parts on the anniversaries following the date of the grant. Restricted stock granted to directors will vest on the earlier of (i) the first anniversary of the date of grant and (ii) the first annual meeting of stockholders following the date of grant (but not less than fifty (50) weeks following the date of grant). In March 2022, the Company issued 353,424 shares of service-based restricted stock to employees, with a grant date fair value of $6.41 per share. In addition, in June 2022, the Company issued 30,687 shares of service-based restricted stock to directors, with a grant date fair value of $8.31 per share. The vesting of the foregoing sharesrestricted stock is dependent upon, among other things, the employees’ and directors’ continued service with the Company.

 

The following is a summary of activity for the sixthree months ended June 30, 2022March 31, 2023:

  

Restricted Stock

  

Weighted Average Grant Date Fair Value

 
  

(in thousands)

     

Non-vested shares outstanding at January 1, 2022

  741  $2.36 

Awards granted

  384   6.56 

Awards vested

  (334)  2.25 

Awards forfeited

  (30)  3.50 

Non-vested shares outstanding at June 30, 2022

  761  $4.48 

  

Restricted Stock

  

Weighted Average Grant Date Fair Value

 
  

(in thousands)

     

Non-vested shares outstanding at January 1, 2023

  665  $4.59 

Awards granted

      

Awards vested

  (205)  4.82 

Awards forfeited

      

Non-vested shares outstanding at March 31, 2023

  460  $4.49 

 

During the sixthree months ended June 30, 2022March 31, 2023, , 69,13555,600 shares were added to treasury as a result of tax withholding on the vesting of restricted shares.

 

In connection with the Arrangement with TransGlobe and pursuant to the Arrangement Agreement, at the effective time of the Arrangement, certain awards previously issued to TransGlobe’s key employees and board members who continued their relationship as employees or board members of VAALCO following the Arrangement, continue to be governed by the applicable TransGlobe plan, provided that each such applicable plan has been amended to provide that VAALCO common stock shall be issuable in lieu of cash or TransGlobe common stock with respect to TransGlobe’s deferred share units (“DSU”s), performance share units (“PSU”s) and restricted stock units (“RSU”s), in each case, based on the exchange ratio in the Arrangement. For the PSUs that remained outstanding following the effective time of the Arrangement, the applicable vesting percentage was determined by the TransGlobe board of directors to be 200% for PSUs granted in 2020 and 2021 and 64.4% for PSUs granted in 2022.

3441

 

RSUs were issued to directors, officers and employees of TransGlobe in the ordinary course of business prior to the Arrangement. Each RSU vests annually over a three-year period. On December 16, 2022, Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards. The following is a summary of RSU activity for the three months ended March 31, 2023:

  

Restricted Stock

  

Weighted Average Conversion Date Fair Value

 
  

(in thousands)

     

Non-vested shares outstanding at January 1, 2023

  383  $4.27 

Awards granted

      

Awards vested

  (121)  4.27 

Awards forfeited

  (23)  4.27 

Non-vested shares outstanding at March 31, 2023

  239  $

4.27

 

During the three months ended March 31, 2023, 45,186 shares were added to treasury as a result of tax withholding on the vesting of RSU’s.

PSUs are similar to RSUs except that they originally contained a performance factor affecting the vesting percentage. For the PSUs that remained outstanding following the effective time of the Arrangement, the applicable vesting percentage was determined by the TransGlobe board of directors to be 200% for PSUs granted in 2020 and 2021; and 64.4% for PSUs granted in 2022. All PSUs granted vest on the third anniversary of their grant date. On December 16, 2022, the Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards. The following is a summary of PSU activity for the three months ended March 31, 2023:

  

Restricted Stock

  

Weighted Average Conversion Date Fair Value

 
  

(in thousands)

     

Non-vested shares outstanding at January 1, 2023

  690  $4.27 

Awards granted

      

Awards vested

  (134)  4.27 

Awards forfeited

  (36)  4.27 

Non-vested shares outstanding at March 31, 2023

  520  $4.27 

During the three months ended March 31, 2023, 64,256 shares were added to treasury as a result of tax withholding on the vesting of PSU’s.

DSUs are similar to RSUs, except that they become fully vested on the date of grant and are only issued to directors of the Company. Distributions under the DSU plan do not occur until the retirement of the DSU holder from theCompany's Board of Directors. On December 16, 2022, the Compensation Committee determined that the awards would be settled in shares from the 2020 Plan, thereby converting all the awards to equity awards instead of cash-settled liability awards. At March 31, 2023, approximately 460,000 DSUs are vested but not distributed. No grants, vestings, distributions or forfeitures occurred in the first quarter of 2023 related to DSUs. 

Stock appreciation rights (SARs)

 

SARs may be granted under the VAALCO Energy, Inc. 2016 Stock Appreciation Rights Plan and the 2020 Plan. A SAR is the right to receive a cash amount equal to the spread with respect to a share of common stock upon the exercise of the SAR. The spread is the difference between the SAR exercise price per share specified in the SAR award (that may not be less than the fair market value of the Company’s common stock on the date of grant) and the fair market value per share of the Company’s common stock on the date of exercise of the SAR. SARs granted to participants will become exercisable over a period determined by the Compensation Committee of the Company’s board of directors. In addition, SARs will become exercisable upon a change in control, unless provided otherwise by the Compensation Committee of the Company’s board of directors.

 

42

During the sixthree months ended June 30, 2022March 31, 2023, the Company did not grant SARs to employees or directors.

 

SAR activity for the sixthree months ended June 30, 2022March 31, 2023 is provided below:

 

 

Number of Shares Underlying SARs

  

Weighted Average Exercise Price Per Share

  

Weight Average Remaining Contractual Term

  

Aggregate Intrinsic Value

  

Number of Shares Underlying SARs

  

Weighted Average Exercise Price Per Share

  

Weighted Average Remaining Contractual Term

  

Aggregate Intrinsic Value

 
 

(in thousands)

    

(in years)

 

(in thousands)

  

(in thousands)

    

(in years)

 

(in thousands)

 

Outstanding at January 1, 2022

 362  $1.81      

Outstanding at January 1, 2023

 202  $1.87      

Granted

 0  0               

Exercised

 (153) 1.71       (63) 0.86      

Unvested SARs forfeited

 0  0               

Vested SARs expired

  0  0                    

Outstanding at June 30, 2022

  209  $1.88  1.36  $1,055 

Exercisable at June 30, 2022

  209  $1.88  1.36  $1,055 

Outstanding at March 31, 2023

  139  $2.33  0.92  $304 

Exercisable at March 31, 2023

  139  $2.33  0.92  $304 

 

Other Benefit Plans

 

The Company has adopted forms of change in control agreements for its named executive officers and certain other officers of the Company as well as a severance plan for its Houston-based non-executive employees in order to provide severance benefits in connection with a change in control. Upon a termination of a participant’s employment by the Company without cause or a resignation by the participant for good reason three months prior to a change in control or six months following a change in control, executives and officers with change in control agreements and participants in the severance plan will be entitled to receive 100% and 50%, respectively, of the participant’s base salary and continued participation in the Company’s group health plans for the participant and his or her eligible spouse and other dependents for six months. In addition, certain named executive officers will receive 75% of their target bonus. Some of the named executive officers are also entitled to severance payments under their employment agreements.

 

 

16. INCOME TAXES

 

VAALCO and its domestic subsidiaries file a consolidated U.S. income tax return. Certain foreign subsidiaries also file tax returns in their respective local jurisdictions.jurisdictions that include Canada, Egypt, Equatorial Guinea and Gabon.

 

Income taxes attributable to continuing operations for the three and sixmonths ended June 30, 2022March 31, 2023 and 20212022 are attributable to foreign taxes payable in Gabon and Egypt, as well as income taxes in the U.S.

 

35

Provision for income taxes related to income from continuing operations consists of the following:

 

 

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2022

  

2021

  

2022

  

2021

  

Three Months Ended March 31,

 
 

(in thousands)

  

2023

  

2022

 

U.S. Federal:

          

(in thousands)

 

Current

 $0  $0  $0  $0  $  $ 

Deferred

 2,617  104  (9,869) (2,049) 586  (12,486)

Foreign:

          

Current

 20,402  6,148  26,093  9,583  12,300  5,691 

Deferred

  23,233   (3,427)  25,400   (1,623)  1,885   2,167 

Total

 $46,252  $2,825  $41,624  $5,911  $14,771  $(4,628)

 

43

The Company’s effective tax rate for the sixthree months ended June 30, 2022March 31, 2023 and 20212022, excluding the impact of discrete items, was 72.59%60.96% and 40.6%67.9%, respectively. For the six months ended June 30, 2022, the Company’s overall effective tax rate was appreciably impacted by non-deductible items associated with operations (which includes losses on derivative instruments) and the release of valuation allowance attributable to the current period. The total tax expense for the sixthree months ended June 30, 2022March 31, 2023, includes a discrete adjustment for the releaseamount of an additional $12.7$4.6 million of valuation allowanceprimarily related to adjustments made as a result of an increase in forecasted future earnings.changes to oil price adjustments. For the three months ended June 30,March 31, 2023, the current tax expense of $12.3 million includes a $3.2 million unfavorable oil price adjustment as a result of the change in value of the government of Gabon’s allocation of Profit Oil between the time it was produced and the time it was taken in-kind. After excluding that impact, current income taxes were an expense of $9.1 million for the period. For the three months ended March 31, 2022, the current tax expense of $20.4$ 5.7 million includes a $1.2$3.1 million unfavorable oil price adjustment as a result of the change in value of the government of Gabon’s allocation of Profit Oil between the time it was produced and the time it was taken in-kind. After excluding the impact, current income taxes were $19.2$2.6 million for the period. For the six months ended June 30, 2022, the current tax expense of $26.1 million includes a $4.3 million unfavorable oil price adjustment as a result of the change in value of the government of Gabon’s allocation of Profit Oil between the time it was produced and the time it was taken in-kind. After excluding the impact, current income taxes were $21.8 million for the period.period

 

As of June 30, 2022March 31, 2023, the Company had 0no material uncertain tax positions. The Company’s policy is to recognize potential interest and penalties related to unrecognized tax benefits as a component of income tax expense.

 

3617.OTHER COMPREHENSIVE INCOME 

The Company’s other comprehensive loss was $0.1 million for the three months ended March 31, 2023. The functional currency of TransGlobe Energy Corporation is the Canadian Dollar. All of the Company’s other comprehensive income arises from the currency translation of TransGlobe Energy Corporation to USD.

The components of accumulated other comprehensive income are as follows: 

  

Currency Translation Adjustments

 
  

(in thousands)

 

Balance at December 31, 2022

 $1,179 

Accumulated other comprehensive income (loss) before reclassifications

  (125)

Balance at March 31, 2023

 $1,054 

44

 
 

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to be covered by the safe harbors created by those laws. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, included in this AnnualQuarterly Report that address activities, events or developments that we expect or anticipate may occur in the future, including without limitation, statements regarding our financial position, operating performance and results, reserve quantities and net present values, market prices, business strategy, derivative activities, the amount and nature of capital expenditures, payment of dividends and plans and objectives of management for future operations are forward-looking statements. When we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,” “target,” “will,” “could,” “should,” “may,” “likely,” “plan,” and “probably” or the negative of such terms or similar expressions, we are making forward-looking statements. Many risks and uncertainties that could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements include, but are not limited to:

 

 

the impact of the coronavirus (“COVID-19”) pandemic, including its impact on global demand for crude oil and crude oil prices, potential difficulties in obtaining additional liquidity when and if needed, disruptions in global supply chains, quarantines of our workforce or workforce reductions and other matters related to the pandemic;

the impact of any future production quotas imposed by Gabon, as a member of the Organization of the Petroleum Exporting Countries (“OPEC”), as a result of agreements among OPEC, Russia and other allied producing countries (collectively, “OPEC+”) with respect to crude oil production levels;

volatility of, and declines and weaknesses in crude oil, and natural gas and NGLs prices, as well as our ability to offset volatility in prices through the use of hedging transactions;

 

our ability to consummate the Arrangement with TransGlobe Energy Corporation (“TransGlobe");remediate our material weaknesses; 

 

our ability to realize the anticipated benefits and synergies expected from the Arrangement with TransGlobe;

the discovery, acquisition, development and replacement of crude oil, and natural gas and NGLs reserves;

 

impairments in the value of our crude oil, and natural gas and NGLs assets;

 

future capital requirements;

 

our ability to maintain sufficient liquidity in order to fully implement our business plan;

 

our ability to generate cash flows that, along with our cash on hand, will be sufficient to support our operations and cash requirements;

 

the ability of the BWE Consortium of VAALCO, BW Energy and Panoro Energy to successfully execute its business plan;

 

our ability to attract capital or obtain debt financing arrangements;

 

our ability to pay the expenditures required in order to develop certain of our properties;

 

operating hazards inherent in the exploration for and production of crude oil, natural gas and natural gas;NGLs;

 

difficulties encountered during the exploration for and production of crude oil, natural gas and natural gas;NGLs;

 

the impact of competition;

 

our ability to identify and complete complementary opportunistic acquisitions;

 

our ability to effectively integrate assets and properties that we acquire into our operations;

 

weather conditions;

 

the uncertainty of estimates of crude oil, and natural gas and NGLs reserves;

 

currency exchange rates and regulations;

 

unanticipated issues and liabilities arising from non-compliance with environmental regulations;

 

 

the ultimate resolution of our abandonment funding obligations with the government of Gabon and the audit of our operations in Gabon currently being conducted by the government of Gabon;

 the ultimate resolution of our negotiations with the Egyptian General Petroleum Corporation ("EGPC") relating to the Effective Date Adjustment (as defined below);

the availability and cost of seismic, drilling and other equipment;

 

difficulties encountered in measuring, transporting and delivering crude oil, natural gas and NGLs to commercial markets;

our ability to effectively replace the floating, production, storage and offloading vessel (“FPSO”);

 

timing and amount of future production of crude oil, natural gas and natural gas;NGLs;

 

hedging decisions, including whether or not to enter into derivative financial instruments;

 

general economic conditions, including any future economic downturn, the impact of inflation, and disruption in financial markets and the availability of credit;

 

our ability to enter into new customer contracts;

 

changes in customer demand and producers’ supply;

 

actions by the governments of and events occurring in the countries in which we operate;

 

actions by our joint venture owners;

 

compliance with, or the effect of changes in, governmental regulations regarding our exploration, production, and well completion operations including those related to climate change;

 

the outcome of any governmental audit; and

 

actions of operators of our crude oil, and natural gas and NGLs properties.

 

The information contained in this Quarterly Report and the information set forth under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20212022 (“20212022 Form 10-K”), identifies additional factors that could cause our results or performance to differ materially from those we express in forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this Quarterly Report and the 20212022 Form 10-K, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. When you consider our forward-looking statements, you should keep in mind these risk factors and the other cautionary statements in this Quarterly Report.

 

Our forward-looking statements speak only as of the date the statements are made and reflect our best judgment about future events and trends based on the information currently available to us. Our results of operations can be affected by inaccurate assumptions we make or by risks and uncertainties known or unknown to us. Therefore, we cannot guarantee the accuracy of the forward-looking statements. Actual events and results of operations may vary materially from our current expectations and assumptions. Our forward-looking statements, express or implied, are expressly qualified in their entirety by this “Cautionary Statement Regarding Forward-Looking Statements,” which constitute cautionary statements. These cautionary statements should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

 

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances occurring after the date of this Quarterly Report.

 

INTRODUCTION

 

VAALCO is a Houston, Texas based independent energy company engaged in the acquisition, exploration, development and production of crude oil.oil, natural gas and NGLs. As operator, we have production operations and conduct exploration and development activities in Gabon, West Africa.Africa, Egypt and Canada. We also have opportunities to participate in development and exploration activities in Equatorial Guinea, West Africa. As discussed further in Note 3 to the condensed consolidated financial statements included in this Quarterly Report,Financial Statements, we have discontinued operations associated with our activities in Angola, West Africa.Africa and Yemen.

 

 

RECENT DEVELOPMENTS

 

EntryDividend Policy

On February 14, 2023, our board of directors increased our quarterly cash dividend policy to an expected $0.0625 per common share per quarter, commencing in the first quarter of 2023 and concurrently declared a quarterly cash dividend of $0.0625 per common share that was paid on March 31, 2023 to stockholders of record at the close of business on March 24, 2023. On May 9, 2023 our board announced a cash dividend of $0.0625 per share of common stock to be paid on June 23, 2023 to stockholders of record at the close of business on May 24, 2023.

Payment of future dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including current financial condition, the tax impact of repatriating cash, operating results and current and anticipated cash needs. 

Share Buyback Program


On November 1, 2022, VAALCO announced that its board of directors formally ratified and approved the share buyback program that was announced on August 8, 2022 in conjunction with our business combination with TransGlobe. The board of directors also directed management to implement the 10b5-1 Plan to facilitate share purchases through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Exchange Act. The 10b5-1 Plan provides for
an Arrangement Agreementaggregate purchase of currently outstanding common stock up to $30 million over 20 months. Payment for shares repurchased under the share buyback program will be funded using cash on hand and cash flow from operations.

The actual timing number and value of shares repurchased under the share buyback program will depend on a number of factors, including constraints specified in the Plan, VAALCO's stock price, general business and market conditions, and alternative investment opportunities. Under the Plan, our third-party broker, subject to SEC regulations regarding certain price, market, volume and timing constraints, has authority to purchase VAALCO common stock in accordance with the terms of the Plan.

TransGlobe Merger

 

On JulyOctober 13, 2022, we entered into an Arrangement Agreement (the “Arrangement Agreement”) with VAALCO Energy Canada ULC (“AcquireCo”), an Alberta unlimited liability company and an indirect wholly owned subsidiary of VAALCO and AcquireCo completed the previously announced business combination with TransGlobe an Alberta corporation, pursuant to which, among other things,whereby AcquireCo agreed to acquireacquired all of the issued and outstanding TransGlobe common shares ofpursuant to the Arrangement and TransGlobe (the “Arrangement”), with TransGlobe continuing asbecame a direct wholly ownedwholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO. The aggregate consideration forVAALCO, pursuant to the Arrangement is approximately $307 million. The $307 million aggregate consideration is estimated from VAALCO's share price of $6.23 at the close of business on July 13, 2022 multiplied by the exchange ratio negotiated with TransGlobe of 0.6727 shares of VAALCO's stock for each TransGlobe share multiplied by the number of TransGlobe outstanding shares of 73,309,064. The Arrangement will be implemented by way of a plan of arrangement (the “Plan of Arrangement”) in accordance with the Business Corporations Act (Alberta) (the “ABCA”) and is subject to approval by the Court of Queen’s Bench of Alberta (the “Court”), the stockholders of VAALCO and the shareholders of TransGlobe, among other customary conditions for a transaction of this nature and size.Agreement.

 

On the terms and subjectAdditionally, prior to the conditions of the Arrangement Agreement and the Plan of Arrangement, at the effective time of the Arrangement, (the “Effective Time”), each common shareTransGlobe repaid outstanding obligations and liabilities owned under TransGlobe’s credit facility with ATB Financial, representing approximately C$4.1 million. On December 19, 2022, TransGlobe, as an indirect wholly-owned subsidiary of TransGlobe that is issued and outstanding immediately priorVAALCO, voluntarily delivered a notice of termination to ATB Financial relating to the Effective Time will be deemed to be transferred and assigned to AcquireCo in exchange for 0.6727ATB Facility. As of a share (“Exchange Ratio”) of VAALCO common stock (the “Consideration”). No fractional shares of VAALCO common stock will be issued inDecember 31, 2022, no amounts were drawn on the Arrangement, and TransGlobe’s shareholders will receive cash in lieu of any fractional shares of VAALCO common stock. Any shares in respect of which dissent rights have been properly exercised and not withdrawn pursuant to Section 191 ofrevolving loan facility. On January 5, 2023, the ABCA, will be deemed to be transferred and assigned to VAALCO, but will not be entitled to the Consideration and will, instead, be subject to dissent rights under the ABCA, as modified by the Plan of Arrangement and the interim order of the Court.ATB Facility was formally closed.

 

The shareholders of TransGlobe will be asked to approve the Arrangement (the “TransGlobe Resolution”) at a shareholder meeting, and the stockholders of VAALCO will be asked to approve (i) the issuance of shares of VAALCO common stock as Consideration for the Arrangement (the “Consideration Shares”) (the “VAALCO Share Issuance Resolution”); and (ii) an amendment to VAALCO’s certificate of incorporation to increase the size of VAALCO’s authorized share capital (the “VAALCO Amendment Resolution” and, together with the VAALCO Share Issuance Resolution, the “VAALCO Resolutions”) at a stockholder meeting. VAALCO will use commercially reasonable efforts to schedule its stockholder meeting as promptly as reasonably practicable following clearance by the SEC of VAALCO’s proxy statement relating to such meeting and on the same date as the TransGlobe’s shareholder meeting.  TransGlobe will use its commercially reasonable efforts to schedule its shareholder meeting on the same date as VAALCO’s stockholder meeting.

The closingactual impact of the Arrangement is conditioned on the adoptionAgreement was an increase to “Crude oil, natural gas and NGLs sales” of the TransGlobe Resolution$43.7 million and the VAALCO Resolutions. Consummation$9.7 million of the Arrangement is also subject to (a) the approval of the Arrangement by the Court in form and substance acceptable to each of VAALCO and TransGlobe, acting reasonably; (b) the absence of any law, injunction or other governmental order that prohibits the consummation of the Arrangement; (c) the approval for listing on the NYSE of the Consideration Shares; (d) the U.K. Financial Conduct Authority (the “FCA”) shall have acknowledged that the application for admission of VAALCO’s enlarged share capital has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject (“U.K. Listing Conditions”)), such admission will become effective as soon as a dealing notice has been issued by the FCA and any U.K. Listing Conditions having been satisfied; (e) the LSE shall have acknowledged that the conditions to VAALCO’s enlarged share capital being admitted to trading on the standard segment of the main market of the LSE have been satisfied; (f) the availability of an exemption of Consideration Shares from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Section 3(a)(10) thereof; (g) the absence of a material adverse effect in respect of either TransGlobe or VAALCO; (h) to the extent required or necessary, (1) the approval or consent of, or waiver or non-exercise of any material termination, pre-emption or similar rights by, any governmental entity in, or in respect of the interests held by TransGlobe in, Canada and Egypt and (2) no actions or inactions having been taken which are likely to result“Net income” in the withdrawal, cancellation, termination or modificationcondensed consolidated statements of any license or permit held by TransGlobe or any of its subsidiaries in respect of the interests held by TransGlobe in Canadaoperations and Egypt which is necessarycomprehensive income for the proper carrying on of its business; (i) dissent rights not having been exercised (or if exercised, remaining unwithdrawn) with respect to more than 10% of the issued and outstanding TransGlobe shares; and (j) other customary closing conditions, including the accuracy of the other party’s representations and warranties (subject to certain materiality qualifications), and the other party’s compliance with its covenants and agreements contained in the Arrangement Agreement.three months ended March 31, 2023.

If consummated, the Arrangement will result in VAALCO stockholders owning approximately 54.5%, and TransGlobe shareholders owning approximately 45.5%, of the combined company, calculated based on vested outstanding shares of each company outstanding as of the date of the Arrangement Agreement. The Arrangement is expected to be completed before the end of 2022.

The Arrangement Agreement provides for mutual termination fees of $9.15 million in the event the Arrangement Agreement is terminated by either party in certain circumstances specified therein.

 

Entry into a Facility Agreement

 

On May 16, 2022, VAALCO Gabon (Etame), Inc. (the “Borrower”), a wholly owned subsidiary of VAALCO, entered into a facility agreement (the “Facility Agreement”) by and among VAALCO, VAALCO Gabon, SA (“VAALCO Gabon” and, together with VAALCO, the “Guarantors”), Glencore Energy UK Ltd., as mandated lead arranger, technical bank and facility agent (“Glencore”), the Law Debenture Trust Corporation P.L.C., as security agent, and the other financial institutions named therein (the “Lenders”), providing for a senior secured reserve-based revolving credit facility (the “Facility”) in an aggregate maximum principal amount of up to $50.0 million. Subject to certain conditions, the Borrower may agree with any Lender or other bank or financial institution to increase the total commitments available under the Facility by an aggregate amount not to exceed $50.0 million (any such increase, an “Additional Commitment”). Beginning October 1, 2023 and thereafter on April 1 and October 1 of each year during the term of the Facility, the Initial Total Commitment, as increased by any Additional Commitment, will be reduced by $6.25 million. See “Capital Resources and Liquidity – RBL Facility Agreement” for more information regarding the Facility.

 

Marine Construction Agreement for Subsea Reconfiguration

On March 17, 2022, VAALCO Gabon, SA (“VAALCO Gabon”), a wholly owned subsidiary

47

 

Recent Operational Updates

 

Provisional Award of Two Offshore Blocks in Gabon

 

On October 11, 2021 we announced our entry into a consortium with BW Energy and Panoro Energy (the “BWE Consortium”) and that the BWE Consortium has been provisionally awarded two blocksVAALCO completed its 2021/2022 drilling campaign in the 12th Offshore Licensing Roundfourth quarter of 2022. We are currently evaluating locations and planning for the next drilling campaign at Etame that is expected to occur in Gabon. The award is subject2024. In October 2022, VAALCO successfully completed its transition to concluding the terms of production sharing contracts (“PSCs”) with the Gabonese government. BW Energy will be the operator with a 37.5% working interest, with VAALCO (37.5% working interest) and Panoro Energy (25% working interest) as non-operating joint owners. The two blocks, G12-13 and H12-13, are adjacent to our Etame PSC as well as BW Energy and Panoro’s Dussafu PSC offshore Southern Gabon, and cover an area of 2,989 square kilometers and 1,929 square kilometers, respectively.

Charter Agreement for the Floating Storage and Offloading Unitvessel (“FSO”) and related field reconfiguration processes. This project provides a low cost FSO solution that increases the storage capacity for the Etame block. The Company will continue to focus on operational excellence, including production uptime and enhancement in 2023 to minimize decline until the next drilling campaign.

The cost of the 2021/2022 drilling program with four wells and two workovers was $180 million, or $114 million, net to VAALCO’s participating interest.

For the three months ended March 31, 2023, all wells were online from the end of 2022 as the gas lift compression system was successfully commissioned. This gas lift compression system increased the production and the reliability of two subsea wells positively, impacting our volumes for the three months ended March 31, 2023.

The focus during the first quarter of 2023 was continued production optimization of the new flow line configurations at the Etame Facility, as all production transits through the Etame platform for final processing before being pumped to the FSO. Since the field reconfiguration in 2022, a better understanding of the field’s operating parameters has resulted in a more efficient and cost effective flow assurance program. Combining this with chemical injection optimization and pipeline pigging adjustments both on frequency of pigging and flow path targeting has increased production and provided more stable operations resulting in lower downtime. 

Preventative maintenance activities returned to levels prior to the field reconfiguration, as the focus came back to steady state operation following project completion.

Egypt

 

We are currently a partycontinued to use the EDC-64 rig in the Eastern Desert drilling campaign. We completed the Arta 77Hz horizontal well drilling at the beginning of 2023 and released the rig on January 11, 2023. The well is flowing at approximately 200 bopd with minimal water. We expect cleanup on this well to continue for an FPSO charter forextended period of time. This delayed the storage of all2023 drilling campaign. However, during the remainder of the crudequarter, we drilled and cased five development wells, (East Arta 53 ("EA-53"), K-81, K-79, Arta-80 Red Bed, and Arta 81 Red Bed).

The EA-53 development well was drilled to a total depth of 1,279 meters targeting Red Bed reservoirs in the East Arta Field. The well was fully logged and evaluated. The Red Bed reservoir has an estimated 4.5 meters of net oil pay. The lower most Red Bed reservoir was perforated in the EA-53 well and is producing 100% water which was unexpected given that we produce. This contract will expirethe East Arta 21 well's current production is at a 67% water cut and the East Arta 39 well's production is at an 80% water cut. There is a plan to fracture stimulate the EA-53 well to try and get oil production.

The K-81 well was drilled as vertical development well with ASL-D reservoir as the primary target and ASL-E reservoir as a secondary target. The well spudded on February 2, 2023, and reached total depth ("TD") on February 12, 2023 at a depth of 1,662m in September 2022. We are currently working with the FPSO charterer regarding timing for commencing shutdownASL-F reservoir. Log analysis indicated the presence of 21m of net pay in both the ASL-D and ASL-E sands. The well was perforated in the ASL-E zone over the interval from 1,503 to 1,507m MD. The well went online March 5, 2023, at an initial production schedule for decommissioning and associated costs. In August of 2021, we and our co-venturers at Etame approved the Bareboat Contract (the “Bareboat Contract”) and Operating Agreement (the “Operating Agreement” and collectively, the “FSO Agreements”) with World Carrier Offshore Services Corp. (“World Carrier”) to replace the existing FPSO with an FSO. The FSO Agreements require a prepayment of $2 million gross ($1.3 million net) in 2021 and $5 million gross ($3.2 million net) in 2022 of which $6 million will be recovered against future rentals. Current total field conversion estimates are $66 to $80 million gross ($42 to $51 million net to VAALCO).

504 bopd.

 

 

The replacementK-79 well was drilled as a vertical development well with the ASL-D reservoir as the primary target, and the ASL-B and ASL-E reservoirs as secondary targets. The well spudded on February 21, 2023, and reached TD on March 1, 2023 at a depth of 1,739 m in the ASL-F reservoir. Log analysis indicates the presence of 57.9m net pay, 9m in the ASL-D reservoir, 31 m in the ASL-B reservoir and 13.7m in the ASL-A sands. The well perforated in the ASL-B1 and B2 zones from 1,273 to 1,285m and 1,302 to 1,308m. Initial production commenced on March 15, 2023 at 192 bopd.

The Arta-80 development well reached its primary objective of the existing FPSO isRed Bed reservoir approximately 24.4 meters higher than prognosis and encountered a total of 10 meters of net pay. The well spudded on schedule despite challengesMarch 10,2023 and reached TD on March 15,2023 at a depth of 1,250 meters in the Thebes Formation. Open hole log evaluation indicated the presence of 10.5 meters of net pay in the Red Bed primary reservoir. The top 9.5 meters of the Red Beds were perforated from 1,105 to 1,115 meters and began to produce on March 25, 2023 with worldwide supply chain issues. The “Teli” (renamed from “Cap Diamant”), left Bahrain on July 7 following completioninitial production of sea trials and is expected to arrive in Gabon on August 12, 2022. All major equipment is on board and the mooring equipment is in transit with arrival in early August.403 bopd.

 

Modifications toThe Arta-81 development well spud on March 21, 2023 and reached TD on March 25, 2023 at a depth of 1,264 meters within the Etame platform, to supportThebes formation. It achieved the full field reconfiguration, are also on schedule. VAALCO has recently completed the firstprimary objective 4.2 meters higher than prognosis and encountered a total of several short facility outages to allow for flare system upgrades and the installation9 meters of tie-in points for the process equipment. All major deck components have arrived in Gabon and additional major components are in transit. Installation of all equipment will continue over the next eight weeks, with final hookup and commissioning expected to occurnet pay in the third quarter onceRed Beds reservoir. The well was perforated in the Teli is moored on location.

2021/2022 Drilling Campaign

In conjunction with the 2021/2022 drilling program, that began in December 2021, we executed a contract with Borr Jack-Up XIV Inc., an affiliate of Borr Drilling Limited, to drill a minimum of three wells with options to drill additional wells. On October 4, 2021, we novated the Borr Jack-Up XIV Inc contract with Borr West Africa Assets, Inc. In December of 2021, we spudded the Etame 8H-ST, the first welltop 7.9 meters of the 2021/2022 drilling program. In February of 2022 we completed the drilling of the Etame 8H-ST wellRed Bed reservoir (1,133-1,423 meters) and moved the drilling rigbegan to the Avouma platform to drill the Avouma 3H-ST development well, which targeted the Gamba reservoir. The Etame 8H-ST demonstrated an initial flow rate of approximately 5,000 gross barrels of oil per day BOPD, 2,560 BOPD net to VAALCO’s 58.8% working interest in 2022. Inproduce on April 2022, the Avouma 3H-ST well was completed and brought online6, 2023 with an initial production rate of approximately 3,100 gross BOPD, 1,589 BOPD net to VAALCO’s 58.8% working interest in 2022.317 bopd.

 

In July 2022 we completedThe HE-4 appraisal well was drilled to a total depth of 1,850m in the South Tchibala 1HB-ST ("ETBSM 1HB-ST") well onBakr sand formation, reaching its primary objective of penetrating oil-bearing sands in the Avouma platform, targeting the Gamba reservoir and also testing the DentaleASL-B formation. The sectionwell spudded on April 2, 2023 and reached TD on April 9, 2023. Open hole log evaluation indicated 8.5 meters of net pay across 3 sand zones in the GambaASL-B including a new sand encountered wasformation not economically viableseen in offset wells to complete in this wellbore.  However, we did discover two potential zones, the Dentale D1 and Dentale D9 zones for development.north. The well was completedperforated from 1,590-1,594 meters in the Dentale D1 formationlowermost sand and brought onlinewas put on production on April 19, 2023. Current production is approximately 180 bopd (field estimate) at 50% water cut.

The HE-5INJ injection well is planned downdip of HE-1X, HE-2 and the proposed HE-3 well (to be drilled after HE-5INJ). The reservoirs in July with an initialthis pool are relatively thin and pressure data indicates depletion. Injecting into the reservoir will support pressure and should improve the estimated ultimate recovery of the producing ASL-B zones.

The SGZ-6X well in the South Ghazalat concession in the Western Desert remains shut-in. Recomplete work on the well is underway to put it back on production rate of approximately 293-390 gross BOPD, 150-200 BOPD net to VAALCO’s 58.8% working interest in 2022. We plan to evaluate and recompleteretain the D9 zoneacreage. Intervention planning was completed during the next drilling campaign.  first quarter of 2023 and operations have now started in order to resume production from the Western Desert.

 

FollowingCanada

Early in 2023, two wells, the completion of1Q100/04-10-29-03W5 and the ETBSM 1HB-ST well,4-19-29-3W5, were tied in. Initially, the rig was mobilized to the Southeast Etame North Tchibala Platform to drill the North Tchibala ETBSM 2H-ST well, targeting the Dentale formation, which is productive in other areas in the Etame license. This mobilization was delayed by two weekstie-in had been scheduled for late 2022 but due to weather and the rig began operations on the well in late July. After setting up the equipmentcontractor delays, these were moved into 2023 (1Q100/04-10-29-03W5 /4-19-29-3W5). Both wells are now online and completing operations to re-enter the well, VAALCO began drilling the ETBSM 2H-ST well on August 8th.producing.

 

In July 2022, we electedThe 2023 drilling campaign commenced in January 2023 with the drilling of 12-12-30-4W5, spud on January 28, 2023. The well was drilled to exercise our options on the rig contract time to allow us to drill an additional two wells.

We estimate the rangea total depth of cost6,713 meters. The second well of the 2021/2022 drilling program, 16-30-29-3W5, was spud on February 22, 2023, and drilled to total depth of 4,403 meters. The 2 wells were completed between late March and early April with sixgood oil shows. Both wells to be between $174 million to $213 million gross, or $111 million to $135 million, net to VAALCO’s 63.6% participating interest with about $70 million to about $85 million gross expected in the second half of 2022, or about $44 million to $54 million net to VAALCO.

Acquisition of Additional Working Interest at Etame Marin Block

In November 2020, we signed a SPA to acquire Sasol’s 27.8% working interest in the Etame Marin block offshore Gabon. On February 25, 2021, we completed the acquisition of Sasol’s 27.8% working interest in the Etame Marin block offshore Gabon pursuant to the SPA. The effective date of the transaction was July 1, 2020. Prior to the Sasol Acquisition, we owned and operated a 31.1% working interest in Etame. The Sasol Acquisition increased our working interest to 58.8%. As a result of the Sasol Acquisition, the net portion ofare currently being equipped for production and costs relatingare expected online in May 2023 with a significant reduction in historical cycle times compared to our Etame operations increased from 31.1% to 58.8%. Reserves, production and financial results for the interests acquired have been included in our results for periods after February 25, 2021. All assets and liabilities associated with Sasol’s interest in Etame Marin block, including crude oil and natural gas properties, asset retirement obligations and working capital items were recorded at their fair value. See Note 3 for further information.previous wells.

 

ACTIVITIES BY ASSET

 

Gabon

 

Offshore Etame Marin Block

 

Development and Production

 

We operate the Etame Marin Block on behalf of a consortium of companies. As of June 30, 2022,March 31, 2023, production operations in the Etame Marin block included elevenfifteen platform wells, plus threetwo subsea wells tied back by pipelines to deliver crude oil and associated natural gas through a riser system to allow for delivery and processing storage and ultimately offloadingat the Etame platform. From the Etame platform, the crude oil fromis pumped through a riser system to the FSO where it is stored and ultimately offloaded. The leased FPSOFSO is anchored to the seabed on the block giving usblock. The Etame field currently has a combined total of fourteenseventeen producing wells. The FPSO has production limitations of approximately 25,000 barrels of oil per day and 30,000 barrels of total fluids per day. During the three months ended June 30,March 31, 2023 and 2022, and 2021, production from the block was1,638was 1,603 MBbls (838(820 MBbls, net) and 1,4261,416 MBbls (730(725 MBbls, net), respectively, as discussed below in “Results of Operations”. 

Egypt

In Egypt, as of March 31, 2023, our interests are spread across two regions: the Eastern Desert, which contains the West Gharib, West Bakr and North West Gharib merged concessions, and the Western Desert, which contains the South Ghazalat concession. Both of our Egyptian blocks are PSCs among the Egyptian General Petroleum Corporation (“EGPC”), the Egyptian government and us. We are the operator and have a 100% working interest in both PSCs. During the sixthree months ended June 30, 2022 and 2021,March 31, 2023, production from the Etame Marin blockEastern Desert was 3,055903 MBbls (1,563(616 MBbls, net) as discussed below in “Results of Operations”. 

The SGZ-6X well in the South Ghazalat concession in the Western Desert remains shut-in.

Canada

In Harmattan, Canada, we own production and 2,679 MBbls (1,196 MBblsworking interests in the Cardium light oil and Mannville liquids-rich gas assets. This property produces oil and associated natural gas from the Cardium and Viking zones and liquids-rich natural gas from zones in the Lower Mannville and Rock Creek formations at vertical depths of 1,200 to 2,600 meters. All gas is delivered to a third party non-operated gas plant for processing. During the three months ended March 31, 2023, production from our Canadian assets was 239 MBoe to our working interest (211 MBoe, net), respectively.   as discussed below in “Results of Operations”.

 

Equatorial Guinea

 

Our working interest will increase to 45.9% once the EG Ministry of Mines and Hydrocarbons (“EG MMH”) approves a new amendment to the production sharing contract. As of June 30, 2022,March 31, 2023, we had $10.0 million recorded for the book value of the undeveloped leasehold costs associated with the Block P license. We have completed a feasibility studyIn February of a standalone2023, we acquired an additional 14.1% participating interest, increasing VAALCO’s participating interest in the Block to 60.0%. This increase of 14.1% participating interest increases our future payment to GEPetrol to $6.8 million at first commercial production development opportunity of the Venus discovery on Block P. On July 15, 2022 VAALCO, on behalf of itself and Guinea Ecuatorial de Petroleós (“GEPetrol”), submitted to the EG MMH a plan of development for the Venus development in Block P. The other Block P joint venture owner,Block. In March 2023, Atlas Petroleum International Limited, opted notvoted to participate in the planVenus Development. Amendment 5 of development. As a result, VAALCO will hold an 80% workingthe PSC was approved by all parties in March 2023 with this updated participating interest, inand execution of the Venus development plan has been initiated. VAALCO as operator, is in Block Pthe process of working through the project charter and GEPetrol will hold a 20% carried interest. timing of key milestones. In addition, there are some minor changes required by the Joint Operating Agreement that require final ratification by the joint venture.

The Block P production sharing contract ("PSC") provides for a development and production period of 25 years from the date of approval of a development and production plan.

Block P not associated with the Block P - Venus development.

 

DISCONTINUED OPERATIONS-ANGOLAOPERATIONS - ANGOLA AND YEMEN

 

In November 2006, we signed a production sharing contract for Block 5 offshore Angola (“PSA”). Our working interest is 40%, and we carried Sonangol P&P, for 10% of the work program. On September 30, 2016, we notified Sonangol P&P that we were withdrawing from the joint operating agreement effective October 31, 2016. On November 30, 2016, we notified the national concessionaire, Sonangol E.P. that we were withdrawing from the PSA. Further to our decision to withdraw from Angola, we have closed our office in Angola and do not intend to conduct future activities in Angola. As a result of this strategic shift, the Angola segment has been classified as discontinued operations in the Financial Statements for all periods presented. See Note 3 to the Financial Statements. For the three and six months ended June 30,March 31, 2023 and 2022, and 2021, the Angola segment did not have a material impact on our financial position, results of operations, cash flows and related disclosures.

 

As part of the Arrangement with TransGlobe, we acquired TG Holdings Yemen Inc. who previously owned TransGlobe's interests in four PSAs in Yemen: Block 32, Block 72, Block 75 and Block S-1. In January 2015, TransGlobe relinquished its interests in Block 32 and Block 72 in Yemen (effective dates of March 31, 2015 and February 28, 2015, respectively), and in October 2015 TransGlobe sold its subsidiary that held interests in Block 75 and Block S-1. The operating results of the Yemen segment have been classified as discontinued operations for all periods presented in our consolidated statements of operations and comprehensive income. Our segregated the cash flows attributable to the Yemen segment from the cash flows from continuing operations for all periods presented in our consolidated statements of cash flows. For the three months ended March 31, 2023, the Yemen segment did not have a material impact on our financial position, results of operations, cash flows and related disclosures.

CAPITAL RESOURCES AND LIQUIDITY

 

Cash Flows

 

Our cash flows for the sixthree months ended June 30,March 31, 2023 and 2022 and 2021 are as follows:

 

 

Six Months Ended June 30,

  

Three Months Ended March 31,

 
 

2022

  

2021

  

Increase (Decrease) in 2022 over 2021

  

2023

  

2022

  

Increase (Decrease) in 2023 over 2022

 
 

(in thousands)

  

(in thousands)

 

Net cash provided by operating activities before changes in operating assets and liabilities

 $65,969  $26,856  $39,113  $32,803  $27,859  $4,944 

Net change in operating assets and liabilities

  3,076   (13,644)  16,720   9,216   (28,599)  37,815 

Net cash provided by continuing operating activities

 69,045  13,212  55,833 

Net cash provided by (used in) continuing operating activities

 42,019  (740) 42,759 

Net cash used in discontinued operating activities

  (38)  (52)  14   (13)  (18)  5 

Net cash provided by operating activities

  69,007   13,160   55,847 

Net cash provided by (used in) operating activities

  42,006   (758)  42,764 
  

Net cash used in investing activities

  (60,278)  (26,806)  (33,472)  (27,700)  (23,148)  (4,552)
  

Net cash used in financing activities

  (5,922)  (115)  (5,807)  (13,539)  (2,118)  (11,421)

Effects of exchange rate changes on cash

 (309)   (309)

Net change in cash, cash equivalents and restricted cash

 $2,807  $(13,761) $16,568  $458  $(26,024) $26,482 

 

The $39.1$4.9 million increase in net cash provided by our operating activities before changes in operating assets and liabilities was due to more crude oil sold along with higher prices realized in 2022 compared to the same period in 2021lower cash settlements on derivative contracts partially offset by lower net income due to higher production costs and general and administrative expense. Also contributing to the change are positive contributions from deferred taxes.higher current income taxes The net increase in changes provided by operating assets and liabilities of $16.7$37.8 million for the sixthree months ended June 30, 2022March 31, 2023 compared to the same period of 20212022 was primarily related to positive changes in prepaymentsreceivables accounts with joint venture owners and other increasesassets along with positive changes in accounts payable and foreign income taxes payable,(collectively $79.1 million). Partially offsetting these changes were negative changes in other receivables, crude oil inventory, deferred taxes and accrued liabilities which was partially offset by increases in receivables, and crude oil inventory.other (collectively ($41.3) million). 

 

The $33.5$4.6 million increase in net cash used in investing activities during the sixthree months ended June 30, 2022March 31, 2023 was due to increases in capital spending to costs associated with the development drilling programs in Egypt and Canada. For the three months ended March 31, 2022, cash used in investing activities was mainly for the Etame 8-HEtame-8H development well the Avouma 3H-ST well, ETBSM 1HB-ST well, theand Etame field reconfiguration and other items to support the 2021/2022 drilling campaign. For the six months ended June 30, 2021, cash used in investing activities was mainly due to cash used in the purchase of Sasol’s interest in the Etame Block.

 

Net cash used in financing activities during the sixthree months ended June 30, 2022March 31, 2023 included $3.9$6.7 million for dividend distributions, $0.8$5.4 million for treasury stock repurchases made under our stock repurchase plan as discussed in Note 10 to our unaudited condensed consolidated financial statements or as a result of tax withholding on options exercised and on vested restricted stock as discussed in Note 15 to our unaudited condensed consolidated financial statements, $1.5 million of costs capitalized associated with our credit facility and $0.1$1.7 million of principal payments on our finance leases partially offset by $0.3 million in proceeds from options exercised. For the sixthree months ended June 30, 2021,March 31, 2022, cash used in financing activities was mainly due to dividend distributions of $1.9 million, cash used in the purchase of treasury shares as a result of tax withholding on options exercised of $0.4 million partially offset by proceeds received from options exercised.exercised of $0.2 million.

Capital Expenditures

For the sixthree months ended June 30, 2022March 31, 2023 we had accrual basis capital expenditures attributable to continuing operations of $69.9$25.4 million compared to $4.3$31.8 million accrual basis capital expenditures for the same period in 2021, excluding the Sasol acquisition.2022. For the sixthree months ended June 30, 2022,March 31, 2023, our efforts were focused oncash spending related to the 2021/2022payments for the 2023 drilling campaigncampaigns in Egypt and Etame field reconfigurations and FSO projects.Canada. During the same timeperiod in 2021,2022, our spending was concentrated on the Sasol acquisition and obtaining certain long lead items for the 2021/2022 drilling campaign.campaign, Etame field reconfigurations and FSO projects.

 

See tablediscussion below in “Capital Resources, Liquidity and Cash Requirements” for further information.

 

 

Regulatory and Joint Interest Audits

 

We are subject to periodic routine audits by various government agencies in Gabon, including audits of our petroleum Cost Account, customs, taxes and other operational matters, as well as audits by other members of the contractor group under our joint operating agreements. See Note 10 to the Financial Statements for further discussion.

 

Commodity Price Hedging

 

The price we receive for our crude oil, natural gas and NGLs significantly influences our revenue, profitability, liquidity, access to capital and prospects for future growth. Crude oil and natural gas commodities and, therefore their prices can be subject to wide fluctuations in response to relatively minor changes in supply and demand. We believe these prices will likely continue to be volatile in the future.

 

Due to the inherent volatility in crude oil prices, we use commodity derivative instruments such as swaps and costless collars to hedge price risk associated with a portion of our anticipated crude oil production. These instruments allow us to reduce, but not eliminate, the potential effects of variability in cash flow from operations due to fluctuations in commodity prices. The instruments provide only partial protection against declines in crude oil prices and may limit our potential gains from future increases in prices. None of these instruments are used for trading purposes. We do not speculate on commodity prices but rather attempt to hedge physical production by individual hydrocarbon product in order to protect returns. We have not designated any of our derivative contracts as fair value or cash flow hedges. The changes in fair value of the contracts are included in the unaudited condensed consolidated statementstatements of operations.operations and comprehensive income. We record such derivative instruments as assets or liabilities in the unaudited condensed consolidated balance sheet. 

 

See the table below for the unexpired contracts.contracts at March 31, 2023:

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Price

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

  

(per Bbl)

 

July 2022 to September 2022

Swaps

Dated Brent

  125,000  $76.53       

October 2022 to December 2022

Collars

Dated Brent

  109,000     $70.00  $122.00 

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

 

April 2023 - June 2023

Collars

Dated Brent

  95,500  $65.00  $100.00 

 

Pursuant to the Facility entered into in May 2022, we are required to hedge a portion of our anticipated oil production at the time we draw down on the Facility.

 

Subsequent Event

On April 4, 2023, we entered into additional derivatives contracts for the third quarter of 2023. The details are in the chart below:

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

 

July 2023 - September 2023

Collars

Dated Brent

  95,000  $65.00  $96.00 

Cash on Hand

 

At June 30, 2022,March 31, 2023, we had unrestricted cash of $53.1$52.1 million. We invest cash not required for immediate operational and capital expenditure needs in short-term money market instruments primarily with financial institutions where we determine our credit exposure is negligible. As operator of the Etame Marin block in Gabon, we enter into project-related activities on behalf of our working interest joint venture owners. We generally obtain advances from joint venture owners prior to significant funding commitments. Our cash on hand will be utilized, along with cash generated from operations, to fund our operations.

 

We currently sell all our crude oil production from Gabon under a term contract that began in January 2020crude oil sales and ends in July 2022. Pricing under this contract is based upon an average of Dated Brent inmarketing agreement ("COSMA") with Glencore. Under the month of lifting, adjusted for location and market factors. Pursuant toCOSMA all oil produced from the COMSA,Etame G4-160 Block offshore Gabon from August 2022 through the Final Maturity Date of the Facility, all of our crude oil produced from the Etame G4-160 Block offshore Gabon will be bought and marketed by Glencore, with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.

Revenues associated with the sales of our crude oil in Egypt are recognized by reference to actual volumes sold and quoted market prices in active markets for Dated Brent, adjusted according to specific terms and conditions as applicable per the sales contracts. Revenue is measured at the fair value of the consideration received or receivable. For reporting purposes, we record the EGPC’s share of production as royalties which are netted against revenue. With respect to taxes in Egypt, our income taxes under the terms of the Merged Concession Agreement are the liability of TransGlobe Petroleum International ("TGPI"), a wholly-owned indirect subsidiary of VAALCO. TGPI's income taxes are paid by EGPC on behalf of TGPI out of EGPC’s production entitlement. The income taxes paid to the Arab Republic of Egypt on behalf of TGPI are recognized as oil and gas sales revenue and income tax expense for reporting purposes.

For the three months ended March 31, 2023, all sales in Egypt were to Mercuria. Sales to Mercuria are normally settled within 30 days. 

Revenues from the sale of crude oil, natural gas, condensate and NGLs in Canada are recognized by reference to actual volumes delivered at contracted delivery points and prices. Prices are determined by reference to quoted market prices in active markets for crude oil, natural gas, condensate, and NGLs based on product, each adjusted according to specific terms and conditions applicable per the sales contracts. Revenues are recognized net of royalties and transportation costs. Revenues are measured at the fair value of the consideration received. 

Settlement of accounts receivable in Canada occur on the 25th of the following month after production. 

 

Capital Resources, Liquidity and Cash Requirements

 

Historically, our primary source of liquidity has been cash flows from operations and our primary use of cash has been to fund capital expenditures for development activities in the Etame Marin block. We continually monitor the availability of capital resources, including equity and debt financings that could be utilized to meet our future financial obligations, planned capital expenditure activities and liquidity requirements including those to fund opportunistic acquisitions. For example, we recently took actions to improve our liquidity position by entering into the Facility Agreement. We believe that the recent Facility significantly improves our financial flexibility and our ability to achieve accretive growth by providing access to cash if required for potential future development programs or to fund inorganic acquisition opportunities. Our future success in growing proved reserves, production and balancing the long-term development of our assets with a focus on generating attractive corporate-level returns will be highly dependent on the capital resources available to us.

 

Based on current expectations, we believe we have sufficient liquidity through our existing cash balances and cash flow from operations, including the addition of our Egypt and Canada segments, to support our current cash requirements, including those related to our 2021/2022 drilling program and our ability to fund the FPSO through September 2022, the FSO charter, drilling programs, as well as transaction expenses and capital and operational costs associated with the TransGlobe acquisition, through September 2023.our business segments' operations. However, our ability to generate sufficient cash flow from operations or fund any potential future acquisitions, consortiums, joint ventures, repurchases of shares or pay dividends foror other similar transactions depends on operating and economic conditions, some of which are beyond our control. If additional capital is needed, we may not be able to obtain debt or equity financing on terms favorable to us, or at all. We are continuing to evaluate all uses of cash, including opportunistic acquisitions, and whether to pursue growth opportunities and whether such growth opportunities, additional sources of liquidity, including equity and/or debt financings, are appropriate to fund any such growth opportunities.

 

Merged Concession Agreement

On January 19, 2022, legacy subsidiaries of TransGlobe executed the Merged Concession Agreement with EGPC to update and merge TransGlobe’s three Egyptian concessions in West Bakr, West Gharib and NW Gharib (the “Merged Concession”). The modernization payments under the Merged Concession Agreement total $65.0 million and are payable over six years from the Merged Concession Effective Date. Under the Merged Concession Agreement, we will be required to pay an additional $10.0 million on February 1 for each of the next three years. In addition, we have committed to spending a minimum of $50.0 million over each five-year period for the 15 years of the primary term (totaling $150.0 million). Our ability to make scheduled payments arising from the Merged Concession Agreement will depend on our financial condition and operating performance, which is subject to then prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control.

 

RBL Facility Agreement and Available Credit

 

On May 16, 2022, VAALCO Gabon (Etame), Inc. entered into Facility Agreement by and among VAALCO, VAALCO Gabon, Glencore, the Law Debenture Trust Corporation P.L.C. and the Lenders, providing for a senior secured reserve-based revolving credit facility in an aggregate maximum principal amount of up to $50.0 million (the “Initial Total Commitment”). In addition, subject to certain conditions, the Borrower may agree with any Lender or other bank or financial institution to increase the total commitments available under the Facility by an aggregate amount not to exceed $50.0 million. Beginning October 1, 2023 and thereafter on April 1 and October 1 of each year during the term of the Facility, the Initial Total Commitment, as increased by any Additional Commitment, will be reduced by $6.25 million.

 

The Facility provides for determination of the borrowing base asset based on our proved producing reserves and a portion of our proved undeveloped reserves. The borrowing base is determined and redeterminedre-determined by the Lenders on March 31 and September 30 of each year. Based on the redetermination performed during the year, there was no change in the borrowing base. 

The Borrower’s obligations under the Facility Agreement are guaranteed by Guarantors and secured by interests, rights, activities, assets, entitlements, and development in the Etame Marin Permit (Block G64-160) Field and any other assets which are approved by the Majority Lenders (as defined in the Facility Agreement).

 

Each loan under the Facility will bear interest at a rate equal to LIBOR plus a margin (the “Applicable Margin”) of (i) 6.00% until the third anniversary of the Facility Agreement or (ii) 6.25% from the third anniversary of the Facility Agreement until the Final Maturity Date (defined below).

 

Pursuant to the Facility Agreement, we shall pay to Glencore for the account of each Lender a quarterly commitment fee equal to (i) 35% per annum of the Applicable Margin on the daily amount by which the lower of the total commitments and the borrowing base amount exceeds the amount of all outstanding utilizations under the Facility, plus (ii) 20% per annum of the Applicable Margin on the daily amount by which the total commitments exceed the borrowing base amount. The Borrower is also required to pay customary arrangement and security agent fees.

 

The Facility Agreement contains certain debt covenants, including that, as of the last day of each calendar quarter, (i) the ratio of Consolidated Total Net Debt to EBITDAX (as each term is defined in the Facility Agreement) for the trailing 12 months shall not exceed 3.0x and (ii) consolidated cash and cash equivalents shall not be lower than $10.0 million. As of JuneSeptember 30, 2022, our borrowing base was $50.0 million. The amount we are able to borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Facility Agreement. We were in compliance with all debt covenants at June 30,March 31, 2022. As of June 30,March 31, 2022, we had no outstanding borrowings under the facility.

 

The Facility will mature on the earlier of (i) the fifth anniversary of the date on which all conditions precedent to the first utilization of the Facility have been satisfied and (ii) the Reserve Tail Date (as defined in the Facility Agreement) (the “Final Maturity Date”).

 

Cash Requirements

 

Our material cash requirements generally consist of finance leases, operating leases, purchase obligations, capital projects and 3D seismic processing, the Sasol Acquisition, the TransGlobe acquisition transaction costs, dividend payments, funding of our share buyback program, merged concession agreement, future lease payments and abandonment funding, each of which is discussed in further detail below.

 

Sasol AcquisitionAbandonment FundingAs a resultUnder the terms of completing the Sasol Acquisition on February 25, 2021, our obligations with respect to development activities in the Etame PSC, we have increased baseda cash funding arrangement for the eventual abandonment of all offshore wells, platforms and facilities on the increase in our working interest in the Etame from 31.1 % at December 31, 2020, to 58.8%.Marin block. As a result of the Sasol Acquisition,PSC Extension, annual funding payments are spread over the periods from 2018 through 2028, under the applicable abandonment study. The amounts paid will be reimbursed through the Cost Account and are non-refundable. In November 2021, a new abandonment study was done and the estimate used for this purpose is approximately $81.3 million ($47.8 million, net portion of production and costs relatingto VAALCO) on an undiscounted basis. The new abandonment estimate has been presented to the Etame operations increased from 31.1%Gabonese Directorate of Hydrocarbons as required by the PSC. At March 31, 2023, the balance of the abandonment fund was $10.7 million ($6.3 million, net to 58.8%. Reserves, production and financial results for the interests acquiredVAALCO) on an undiscounted basis. The annual payments will be adjusted based on revisions in the Sasol Acquisition have been includedabandonment estimate. This cash funding is reflected under “Other noncurrent assets” in VAALCO’s results for periods after February 25, 2021.the “Abandonment funding” line item of the consolidated balance sheets. Future changes to the anticipated abandonment cost estimate could change the asset retirement obligation and the amount of future abandonment funding payments.

 

 

FSO AgreementsLeases – We are currently a party to an FPSO charterseveral operating and financing lease arrangements, including operating leases for the productioncorporate office, a drilling rig, rental of marine vessels and helicopters, warehouse and storage of allfacilities, equipment and financing lease agreements for the FSO and generators used in the operations of the crude oilEtame Marin block and for equipment, offices and vehicles used in the operations of Canada and Egypt. The annual costs of these leases are significant to us. For further information see Note 12 to our consolidated financial statements. 

Merged Concession Agreement – On January 20, 2022, prior to the consummation of the Arrangement, TransGlobe announced a fully executed Merged Concession Agreement with EGPC that we produce. This contract will expire in Septembermerged the three existing Eastern Desert concessions with a 15-year primary term and improved economics. In advance of the Minister of Petroleum and Mineral Resources of the Arab Republic of Egypt (the “Minister”) executing the Merged Concession Agreement, TransGlobe paid the first modernization payment of $15.0 million and signature bonus of $1.0 million as part of the conditions precedent to the official signing ceremony on January 19, 2022. We are currently workingOn February 1, 2022, TransGlobe paid the second modernization payment of $10.0 million. In accordance with the FPSO charterer regarding timing forMerged Concession, we agreed to substitute the February 1, 2023 payment and issue a $10.0 million credit against receivables owed from EGPC. We will make three further annual equalization payments of $10.0 million each beginning February 1, 2024, until February 1, 2026. We also have minimum financial work commitments of $50.0 million per each five-year period of the primary development term, commencing shutdownon February 1, 2020 (the "Merged Concession Effective Date"). As of production, schedule for decommissioning and associated costs.March 31, 2023, the $50 million of financial work commitments had been delivered to EGPC.

FSO Agreements On August 31, 2021, we and our Etame co-venturers approved the Bareboat Contract and Operating Agreement with World Carrier to replace the existing FPSO with a FSO unit at the Etame Marin block offshore Gabon. Pursuant to the Bareboat Charter, World Carrier will provide use of the TeliTELI vessel to VAALCO Gabon for an initial eight-year term, subject to optional two successive one-year extensions. Pursuant to the Operating Agreement, VAALCO Gabon agreed to engage World Carrier for the purposes of maintaining and operating the FSO on its behalf in accordance with the specifications therein and to provide other services to VAALCO Gabon in connection with the operation and maintenance of the FSO. As consideration for the performance by World Carrier of the Operator Services, VAALCO Gabon agreed to pay a daily operating fee (to be paid monthly) beginning on the date of issuance of the Fit to Receive Certificate (as defined in the Operating Agreement) until the end of the term, with such term being the same as the term in the Bareboat Charter.

 

The FSO Agreements require a prepayment of $2 million gross ($1.2 million net to VAALCO) in 2021 and $5 million gross ($3.2 million net) inOn October 19, 2022, of which $6 million will be recovered against future rentals. In addition, VAALCO Gabon agreed to pay a daily hire rate at certain rates specified therein, with such hire rate being based on the year within the term.

In connection with the implementationwe issued final acceptance certificate of the FSO. On December 4, 2022, the first lifting from the FSO we are required to incur certain Etame field configuration expenses in order to facilitatewas successfully completed at the FSO. Current total field conversion estimates are $66 to $80 million gross ($42 to $51 million net to VAALCO).same time the final remaining volumes from the FPSO were removed.

 

BWE Consortium – On October 11, 2021, we announced our entry into a consortium with BW Energy and Panoro Energy and that the BWE Consortium has been provisionally awarded two blocks in the 12th Offshore Licensing Round in Gabon. The award is subject to concluding the terms of the PSC with the Gabonese government. BW Energy will be the operator with a 37.5% working interest. We will have a 37.5% working interest and Panoro Energy will have a 25% working interest as non-operating joint owners. The two blocks, G12-13 and H12-13, are adjacent to our Etame PSC as well as BW Energy and Panoro’s Dussafu PSC offshore Southern Gabon, and cover an area of 2,989 square kilometers and 1,929 square kilometers, respectively. The two blocks will be held by the BWE Consortium and the PSCs over the blocks will have two exploration periods totaling eight years which may be extended by an additional two more years. During the first exploration period, the joint owners intend to reprocess existing seismic and carry out a 3-D seismic campaign on these two blocks and have also committed to drilling exploration wells on both blocks. In the event the BWE Consortium elects to enter the second exploration period, the BWE Consortium will be committed to drilling at least another one exploration well on each of the awarded blocks.

 

Drilling ProgramProgramsIn Egypt, we continued to use the EDC-64 rig in the Eastern Desert drilling campaign. We completed the Arta 77Hz horizontal well drilling at the beginning of 2023 and released the rig on January 11, 2023. The well is flowing at approximately 200 bopd with minimal water. We expect cleanup on this well to continue for an extended period of time. This delayed the 2023 drilling campaign. However, during the remainder of the quarter, we drilled and cased five development wells, (East Arta 53 ("EA-53"), K-81, K-79, Arta-80 Red Bed, and Arta 81 Red Bed).

The EA-53 development well was drilled to a total depth of 1,279 meters targeting Red Bed reservoirs in the East Arta Field. The well was fully logged and evaluated. The Red Bed reservoir has an estimated 4.5 meters of net oil pay. The lower most Red Bed reservoir was perforated in the EA-53 well and is producing 100% water which was unexpected given that the East Arta 21 well's current production is at a 67% water cut and the East Arta 39 well's production is at an 80% water cut. There is a plan to fracture stimulate the EA-53 well to try and get oil production.

The K-81 well was drilled as vertical development well with ASL-D reservoir as the primary target and ASL-E reservoir as a secondary target. The well spudded on February 2, 2023, and reached total depth ("TD") on February 12, 2023 at a depth of 1,662m in the ASL-F reservoir. Log analysis indicated the presence of 21m of net pay in both the ASL-D and ASL-E sands. The well was perforated in the ASL-E zone over the interval from 1,503 to 1,507m MD. The well went online March 5, 2023, at an initial production of 504 bopd.

The K-79 well was drilled as a vertical development well with the ASL-D reservoir as the primary target, and the ASL-B and ASL-E reservoirs as secondary targets. The well spudded on February 21, 2023, and reached TD on March 1, 2023 at a depth of 1,739 meters in the ASL-F reservoir. Log analysis indicates the presence of 57.9m net pay, 9m in the ASL-D reservoir, 31 m in the ASL-B reservoir and 13.7m in the ASL-A sands. The well perforated in the ASL-B1 and B2 zones from 1,273 to 1,285m and 1,302 to 1,308m. Initial production commenced on March 15, 2023 at 192 bopd.

The Arta-80 development well reached its primary objective of the 2021/2022Red Bed reservoir approximately 24.4 meters higher than prognosis and encountered a total of 10 meters of net pay. The well spudded on March 10,2023 and reached TD on March 15,2023 at a depth of 1,250 meters in the Thebes Formation. Open hole log evaluation indicated the presence of 10.5 meters of net pay in the Red Bed primary reservoir. The top 9.5 meters of the Red Beds were perforated from 1,105 to 1,115 meters and began to produce on March 25, 2023 with initial production of 403 bopd.

The Arta-81 development well spud on March 21, 2023 and reached TD on March 25, 2023 at a depth of 1,264 meters within the Thebes formation. It achieved the primary objective 4.2 meters higher than prognosis and encountered a total of 9 meters of net pay in the Red Beds reservoir. The well was perforated in the top 7.9 meters of the Red Bed reservoir (1,133-1,423 meters) and began to produce on April 6, 2023 with an initial production of 317 bopd.

The HE-4 appraisal well was drilled to a total depth of 1,850m in the Bakr sand formation, reaching its primary objective of penetrating oil-bearing sands in the ASL-B formation. The well spudded on April 2, 2023 and reached TD on April 9, 2023. Open hole log evaluation indicated 8.5 meters of net pay across 3 sand zones in the ASL-B including a new sand formation not seen in offset wells to the north. The well was perforated from 1,590-1,594 meters in the lowermost sand and was put on production on April 19, 2023. Current production is approximately 180 bopd (field estimate) at 50% water cut.

The HE-5INJ injection well is planned downdip of HE-1X, HE-2 and the proposed HE-3 well (to be drilled after HE-5INJ). The reservoirs in this pool are relatively thin and pressure data indicates depletion. Injecting into the reservoir will support pressure and should improve the estimated ultimate recovery of the producing ASL-B zones.

In Canada, the 2023 drilling campaign commenced in December 2021January 2023 with the drilling of the Etame 8H-ST development well. In February of 2022 we completed the drilling of the Etame 8H-ST well and moved the drilling rig to the Avouma platform to drill the Avouma 3H-ST development well,12-12-30-4W5 which targeted the Gamba reservoir. The initial flow rate of the ETAME 8H-ST well was 5,000 gross barrels of oil per day ("BOPD"), 2,560 BOPD net to VAALCO’s 58.8% working interest in 2022. In April 2022, the Avouma 3H-ST well was completed and brought online with an initial production rate of approximately 3,100 gross BOPD, 1,589 BOPD net to VAALCO’s 58.8% working interest in 2022.

In July 2022 we completed the ETBSM 1HB-ST wellspud on the Avouma platform, targeting the Gamba reservoir and also testing the Dentale formation. The section of the Gamba sand encountered was not economically viable to complete in this wellbore. However, we did discover two potential zones, The Dentale D1 and Dentale D9 zones for development.January 28, 2023. The well was drilled to a total depth of 6,713 meters. The second well of the program, 16-30-29-3W5, was spud on February 22, 2023, and drilled to total depth of 4,403 meters. The 2 wells were completed in the Dentale D1 formationlate March and brought online in July with an initial production rate of approximately 293-390 gross BOPD,  150-200 BOPD net to VAALCO’s 58.8% working interest in 2022. We plan to evaluateearly April and recomplete the D9 zone during the next drilling campaign.

Following the completion of the ETBSM 1HB-ST well, the rig was mobilized to the Southeast Etame North Tchibala Platform to drill the North Tchibala  ETBSM 2H-ST well, targeting the Dentale formation, which is productive in other areas in the Etame license. This mobilization was delayed by two weeks due to weather and the rig began operations on the well in late July. After setting up the equipment and completing operations to re-enter the well, VAALCO began drilling the ETBSM 2H-ST well on August 8th.

In July 2022, we elected to exercise our options on the rig contract time to allow us to drill an additional two wells.

We estimate the range of cost of the 2021/2022 drilling program with six wells to be between $174 million to $213 million gross, or $111 million to $135 million, net to VAALCO’s 63.6% participating interest with about $70 million to about $85 million gross expected in the second half of 2022, or about $44 million to $54 million net to VAALCO.are currently being equipped for production.

 

TransGlobe MergerAcquistion – On JulyOctober 13, 2022, we entered into anVAALCO and AcquireCo completed the business combination with TransGlobe. At the effective time of the Arrangement and pursuant to the Arrangement Agreement, with VAALCO Energy Canada ULC, an Alberta unlimited liability company and an indirect wholly owned subsidiaryeach common share of VAALCO, and TransGlobe an Alberta corporation, pursuant to which, among other things, AcquireCo agreed to acquire all of the issued and outstanding common sharesimmediately prior to the effective time of TransGlobe, with TransGlobe continuing as a direct wholly owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO. The aggregate consideration for the Arrangement is approximately $307 million.was converted into the right to receive 0.6727 of a share of VAALCO common stock. The $307 million aggregate consideration is estimated from VAALCO's share price of $6.23 at the close of business on July 13, 2022 multiplied by the exchange ration negotiated with TransGlobe of 0.6727 shares of VAALCO's stock for each TransGlobe share multiplied by thetotal number of TransGlobe outstandingVAALCO shares issued to TransGlobe’s shareholders was approximately 49.3 million. In addition, we incurred $14.6 million of 73,309,064. The Arrangement is subject totransaction costs associated with the approval by at least 66 2/3% of the votes cast by the holders of TransGlobe shares present in person or represented by proxy at a special meeting of the holders of the TransGlobe shares to be called to consider the Arrangement. The Arrangement is also subject to the approval of the holders of a majority of shares of our common stock who, being present or voting by proxy and entitled to vote at the VAALCO stockholders meeting, cast votes affirmatively or negatively on the VAALCO share issuance resolution. We will also propose to amend its certificate of incorporation to increase the size of its authorized share capital in order to issue the VAALCO shares. Approval of this proposed amendment will be required by the holders of a majority of the outstanding shares of our common stock entitled to vote at the VAALCO stockholders meeting. The Arrangement Agreement provides for mutual termination fees of $9.15 million in the event the Arrangement Agreement is terminated by either party in certain circumstances specified therein.acquisition agreement. 

 

Dividend Policy – On November 3, 2021,February 14, 2023, we announced that our board of directors adopted of a quarterly cash dividend policy of an expected $0.0325$0.0625 per common share per quarter, commencing in the first quarter of 2022.  

On March 18, 2022, we paid2023 and also declared a quarterly cash dividend of $0.0325$0.0625 per common share, of common stockwhich was paid on March 31, 2023 to the stockholders of record at the close of business on February 18, 2022.March 24, 2023. On June 24, 2022, we paidMay 9, 2023, our board of directors declared a quarterly cash dividend of $0.0325$0.0625 per common share of common stock to thebe paid on June 23, 2023 to stockholders of record at the close of business on May 25, 2022. On August 5, 2022, we announced that the board of directors had declared a quarterly cash dividend of $0.0325 per share of common stock, payable on September 23, 2022 to stockholders of record at the close of business on August 24, 2022.2023.

 

Payment of future dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including current financial condition, the tax impact of repatriating cash, operating results and current and anticipated cash needs.

 

 

Share Buyback Program – On November 1, 2022, we announced that our board of directors formally ratified and approved the share buyback program that was announced on August 8, 2022 in conjunction with our business combination with TransGlobe. The board of directors also directed management to implement the 10b5-1 Plan to facilitate share purchases through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Exchange Act. The 10b5-1 Plan provides for an aggregate purchase of currently outstanding common stock up to $30 million over 20 months. Payment for shares repurchased under the share buyback program will be funded using our cash on hand and cash flow from operations. As of March 31, 2023, approximately $22.5 million remained available for repurchase under current authorizations.

Trends and Uncertainties

 

COVID-19 PandemicGeopolitical Climate and Other Market ForcesWhile crudeIncreased inflation, higher interest rates and current turmoil in certain governments are impacting the global supply chain, which in turn have had, and may continue to have, an impact on our business. Management believes the ongoing war between Russia and Ukraine and its related impact on the global economy are causing supply chain issues and energy concerns in parts of the global economy. For example, we noticed that the lead times associated with obtaining materials to support our operations and drilling activities has lengthened, leading to delays and, in most cases, prices for materials have increased.

The outbreak of armed conflict between Russia and Ukraine in February 2022 and the subsequent sanctions imposed on the Russian Federation has, and may continue to have, a destabilizing effect on the European continent and the global oil prices are currently at the highest levels seenand natural gas markets. The ongoing conflict has caused, and could intensify, volatility in recent years, the continued spread of COVID-19, including vaccine-resistant strains, or deterioration in crude oil and natural gas prices, and the extent and duration of the military action, sanctions and resulting market disruptions could resultbe significant and could potentially have a substantial negative impact on the global economy and/or our business for an unknown period of time. 

Further, the slowdown in additionalthe Chinese economy is negatively impacting the global market and the global supply chain problems may have a material adverse impactsimpact on our financial results ofand business operations, cash flowsincluding our timing and financial position, including asset impairments. The healthability to complete future drilling campaigns and other efforts required to advance the development of our employees, contractorscrude oil, natural gas and vendors, and our ability to meet staffing needs in our operations and certain critical functions cannot be predicted and is vital to our operations. We are unable to predict the extent of the impact that the continuing spread of COVID-19 throughout Gabon may have on our ability to continue to conduct our operations.NGLs properties.

 

Commodity Prices – Historically, the markets for oil, and natural gas and NGLs have been volatile. Oil, natural gas and NGLNGLs prices are subject to wide fluctuations in supply and demand. Our cash flows from operations may be adversely impacted by volatility in crude oil and natural gas prices, a decrease in demand for crude oil, natural gas or NGLs and future production cuts by OPEC+. On October 5, 2022, OPEC+ announced plans to reduce overall oil production by 2 MMBbls per day starting November 2022. In July 2021,April 2023, OPEC+ agreedreaffirmed its decision to increasereduce overall oil production beginningby 2 MMBbls per day from November 2022 through December 2023. Additionally, certain member countries announced additional voluntary reductions totaling 1.2 MMBbls through December 2023, which is in August 2021addition to phase outthe 500 MBbls per day voluntary reduction announced by Russia in February 2023. Included in the 1.2 MMBbls per day reduction was a portionvoluntary reduction by the Gabonese government of 8 MBbls per day, which will go into effect in May 2023 and is expected to extend through the remainder of 2023. To date, we have not received any mandate to reduce our current oil production from the Etame Marin block as a result of the prior production cuts.OPEC+ initiative. Brent crude prices were approximately $120$79.19 per barrel as of June 30, 2022. The decision to increase production was reaffirmed by an OPEC+ meeting held on June 30, 2022.March 31, 2023. 

 

ESG and Climate Change Effects – ESG matters continue to attract considerable public and scientific attention. In particular, we expect continued regulatory attention on climate change issues and emissions of greenhouse gases (“GHGs”GHG”), including methane (a primary component of natural gas) and carbon dioxide (a byproduct of crude oil and natural gas combustion). This increased attention to climate change and environmental conservation may result in demand shifts away from crude oil and natural gas products to alternative forms of energy, higher regulatory and compliance costs, additional governmental investigations and private litigation against us. For example, numerous proposals have been made and are likely to continue to be made at the international, national, regional and state levels of government to monitor and limit emissions of GHGs. These efforts have included consideration of cap-and-trade programs, carbon taxes, GHG reporting and tracking programs and regulations that directly limit GHG emissions from certain sources. In addition, institutional investors, proxy advisory firms and other industry participants continue to focus on ESG matters, including climate change. We expect that this heightened focus will continue to drive ESG efforts across our industry and influence investors’ investment and voting decisions, which for some investors may lead to less favorable sentiment towards carbon assets and diversion of investment to other industries. Consistent with the increased attention on ESG matters and climate change, we have prioritized and are committed to responsible environmental practices by monitoring our adherence to ESG standards, including the reduction of our carbon footprint and measurement of GHG emissions. ESG is important to us, and we are in the process of developing a multi-year plan to establish and document our ESG base currently and developing a systematic plan to monitor and improve matters related to ESG and climate change going forward.

 

COVID-19 Pandemic – While crude oil, natural gas and NGLs prices are currently stable, the continued spread of COVID-19, including vaccine-resistant strains, or deterioration in crude oil, natural gas and NGLs prices could result in additional adverse impacts on our results of operations, cash flows and financial position, including asset impairments. The health of our employees, contractors and vendors, and our ability to meet staffing needs in our operations and certain critical functions cannot be predicted and is vital to our operations. We are unable to predict the extent of the impact that the continuing spread of COVID-19 throughout Gabon, Egypt or Canada may have on our ability to continue to conduct our operations.

Hedging

 

We seek to mitigate the impact of volatility in crude oil prices through hedging. See the table below for the unexpired contracts.contracts entered into prior to March 31, 2023:

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Price

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

  

(per Bbl)

 

July 2022 to September 2022

Swaps

Dated Brent

  125,000  $76.53       

October 2022 to December 2022

Collars

Dated Brent

  109,000     $70.00  $122.00 

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

 

April 2023 - June 2023

Collars

Dated Brent

  95,500  $65.00  $100.00 

 

Pursuant to the Facility entered into in May 2022, we are required to hedge a portion of our anticipated oil production at the time that we draw down on the Facility.

 

Subsequent Event

On April 3, 2023, we entered into additional derivatives contracts for the third quarter of 2023. The details are in the chart below:

Settlement Period

Type of Contract

Index

 

Average Monthly Volumes

  

Weighted Average Put Price

  

Weighted Average Call Price

 
    

(Bbls)

  

(per Bbl)

  

(per Bbl)

 

July 2023 - September 2023

Collars

Dated Brent

  95,000  $65.00  $96.00 

CRITICAL ACCOUNTING POLICIES

 

There have been no material changes to our critical accounting policies subsequent to December 31, 2021.2022.

 

NEW ACCOUNTING STANDARDS

 

See Note 2 to the condensed consolidated financial statements.

 

RESULTS OF OPERATIONS

 

Three Months Ended June 30, 2022March 31, 2023 Compared to the Three Months Ended June 30, 2021March 31, 2022

 

Net income for the three months ended June 30, 2022March 31, 2023 was $15.1$3.5 million compared to net income of $5.9$12.2 million for the same period of 2021.2022. See discussion below for changes in revenue and expense.

 

Crude oil and natural gas revenuesincreased $64.0$11.7 million, or approximately 136%17%, to $80.4 million during the three months ended June 30, 2022 compared toMarch 31, 2023 from $68.7 million for the same period of 2021.in the prior year. The revenue increase in revenue is attributable to more crude oilhigher volumes sold in Gabon and higherthe addition of the Egypt and Canada segments acquired in the Arrangement with TransGlobe, partially offset by lower realized sales prices for the three months ended June 30, 2022.prices. 

 

 

Three Months Ended June 30,

     

Three Months Ended March 31,

    
 

2022

  

2021

  

Increase/(Decrease)

  

2023

  

2022

  

Increase/(Decrease)

 
 

(in thousands except per bbl information)

  

(in thousands except per Boe information)

 

Net crude oil sales volume (MBbls)

 958  642  316 

Average crude oil sales price (per Bbl)

 $113.38  $69.61  $43.77 

Net crude oil, natural gas, and NGLs sales volume (MBoe)

 1,224  616  608 

Average crude oil, natural gas and NGLs sales price (per Boe)

 $65.68  $109.65  $(43.97)
  

Net crude oil revenue

 $110,985  $47,023  $63,962 

Net crude oil, natural gas, and NGLs revenue

 $80,403  $68,656  $11,747 
  

Operating costs and expenses:

  

Production expense

 25,475  16,419  9,056  28,200  18,360  9,840 

Exploration expense

 67  665  (598) 8  127  (119)

Depreciation, depletion and amortization

 8,191  5,810  2,381  24,417  4,673  19,744 

General and administrative expense

 3,534  4,734  (1,200) 5,224  4,994  230 

Bad debt expense

  571   395   176 

Credit losses and other

  935   492   443 

Total operating costs and expenses

 37,838  28,023  9,815  58,784  28,646  30,138 

Other operating expense, net

     (126)  126      (5)  5 

Operating income

 $73,147  $18,874  $54,273  $21,619  $40,005  $(18,386)

 

The revenue changes in the three months ended June 30, 2022March 31, 2023 compared to the same period in 20212022 identified as related to changes in price or volume, are shown in the table below:

 

(in thousands)

    

Price (1)

 $41,932 

Volume

  21,997 

Other

  33 
  $63,962 

(in thousands)

Price

$(53,832)

Volume

66,690

Other

(1,111)
$11,747
 

(1)

The price in the table above excludes revenues attributed to carried interests

 

The table below shows net production, sales volumes and realized prices for both periods.

 

  

Three Months Ended June 30,

 
  

2022

  

2021

 

Gabon net crude oil production (MBbls)

  838   730 

Gabon net crude oil sales (MBbls)

  958   642 
         

Average realized crude oil price ($/Bbl)

 $113.38  $69.61 

Average Dated Brent spot price* ($/Bbl)

  113.84   68.98 
  

Three Months Ended March 31,

 
  

2023

  

2022

 

Net crude oil, natural gas and NGLs production (MBoe)

  1,647   725 

Net crude oil, natural gas and NGLs sales (MBoe)

  1,224   616 
         

Average realized crude oil, natural gas and NGLs price ($/Boe)

 $65.68  $109.65 

Average Dated Brent spot price* ($/Bbl)

 $81.07  $100.87 

*Average of daily Dated Brent spot prices posted on the U.S. Energy Information Administration website.

 

Crude oil, natural gas and NGL revenues increased $11.7 million, or approximately 17.0%, during the three months ended March 31, 2023 compared to the same period of 2022. 

Gabon

Crude oil sales in Gabon are a function of the number and size of crude oil liftings in each quarter from the FPSO,year and thus crude oil sales do not always coincide with volumes produced in any given quarter. We made four liftingsyear. The Company’s Gabon segment contributed $36.7 million of revenue to the Company’s total revenue during the three months ended June 30, 2022 and two liftingsMarch 31, 2023. This compares to the $68.7 million of revenue contributed by the Segment during the three months June 30, 2021.ended March 31 ,2022. The total barrels lifted in Gabon for the three months ended March 31 was less than the barrels lifted during the same period in 2022, mainly due to the timing of liftings. In addition, the Gabon per barrel price received during the three months ended March 31, 2023 was $30.00 less than the price received in 2022. Our share of crude oil inventory, aboard the FPSO, excluding royalty barrels, was approximately 45,794 barrels408,543 and 133,704174,250 barrels at June 30,March 31, 2023 and 2022, and 2021, respectively.

 

revenue to the Company’s total revenue for the quarter. At the end of the quarter, the Company’s Egypt segment had approximately 63,000 barrels at March 31, 2023 in oil inventory. Since the Company acquired its Egyptian segment in the fourth quarter of 2022, there are no comparable revenues for the three months ended March 31 ,2022.

Canada

Crude oil sales in Canada are normally sold through pipelines to a third party. The Company’s Canadian segment contributed $8.9 million of revenue to the Company’s total revenue for the quarter. Since the Company acquired its Canadian segment in the fourth quarter of 2022, there are no comparable revenues for the three months ended March 31 ,2022

 

Production expenses increased $9.1$9.8 million, or approximately 55.2%54%, for the three months ended June 30, 2022 comparedMarch 31, 2023 to $28.2 million from $18.4 million for the same period in 2021.the prior year. The increase in production expense was primarily related todriven by increased production and costs associated with the TransGlobe combination as well as higher boat expense, chemical costs associated with boats, diesel and operating costs. VAALCO has seen inflationary pressure on personnel costs, and domestic market obligation (“DMO”)contractor costs. On a per barrel basis, production expense, excluding workover expense and stock compensation expense, for the three months ended June 30, 2022 increasedMarch 31, 2023 decreased to $26.58$23.91 per barrel from $25.02$29.83 per barrel for the three months ended June 30, 2021March 31, 2022 primarily as a result of higher costs incurred in 2022. Whilesales volumes. For both the three months ended March 31, 2023 and 2022, respectively, we have not experienced any material operational disruptions associated with the current worldwide COVID-19 pandemic,pandemic. For the three months ended March 31, 2023 the costs associated with proactive measures related to COVID were not material. For the three months ended March 31, 2022 , we have incurred approximately $0.5 million and $0.8$0.9 million in higher costs related to the proactive measures taken in response to the pandemic for each of the three months ended June 30, 2022 and 2021, respectively partially offset by lower crude oil inventory costs.pandemic.

 

Exploration expense decreased $0.6 million due to incurring minimal amounts for seismic reprocessing costs for the three months ended June 30,March 31, 2023 and for the three months ended March 31, 2022 while we incurred seismic processing costs priorwas not material to the start of the 2021/2022 drilling campaign during the same period in 2021.our results.

 

Depreciation, depletion and amortization costs increased $2.4$19.7 million, or approximately 41.0%423% for the three months ended March 31, 2023 to $24.4 million from $4.7 million for the same period in the prior year. The increase in depreciation, depletion and amortization expense for the three months ended March 31, 2023 compared to thee months ended march 31 2022, is due to the higher depletable base as a resultcosts associated with the FSO, the field reconfiguration capital costs at Etame and the step-up to fair value of capital expenditures related to the 2021/2022 drilling program.TransGlobe assets.

 

General and administrative expenses decreased $1.2increased $0.2 million, or 25.4%5% for the three months ended June 30, 2022 comparedMarch 31, 2023 to $5.2 million from$5.0 million for the same period in 2021.the prior year. The decreaseincrease in general and administrative expenses is primarily relateddue to severance costs of key personnel incurred duringhigher professional fees for the three months ended June 30, 2021.March 31, 2023 compared to the same period in 2022.

 

Bad debt expenseCredit losses and other increased by $0.2 million, or 44.6%,$0.4 to $0.6$0.9 million for the three months ended June 30, 2022 comparedMarch 31, 2023 from $0.5 million for the three months ended March 31, 2022. We adopted Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”) on January 1, 2023. In connection with the adoption of ASU 2016-13, we established an opening balance sheet adjustment related to a receivable from a state sponsored oil refinery where we delivered oil pursuant to the same period 2021. The increase is a resultdomestic market needs obligation under the Etame PSC. During the three months ended March 31, 2023, we recognized an additional amount to the credit loss allowance of increased spend$0.4 million for crude oil delivered to the refinery during the quarter. For the three months ended March 31, 2022, no allowance was established related to this receivable as a resultthe state sponsored oil refinery made timely payments of the 2021/2022 drilling campaign. Theamounts owed to the Company.

Historically, we reported amounts currently considered as credit loss expense and other as bad debt expense and, prior to the adoption of ASU 2016-13, bad debt expense mainly related to the our VAT balances under the Etame PSC. When we are  invoiced by a vendor an amount is added for VAT (a cost plus VAT amount) and we pay the vendor invoice. Since we are an oil and gas company, we are exempt from VAT and therefore request reimbursement from the State of Gabon for VAT for amounts we’ve paid. Due to the late reimbursement nature of the VAT receivable by the State of Gabon, the Company established an allowance against the receivable The allowance related to the VAT receivable was $8.4 million on December 31, 2022. For the three months ended March 31, 2023 we added  $0.5 million to the allowance account associated withfor the TVA balance has also increased as we have received no paymentscurrent’s quarters activity. We are now reporting under the condensed consolidated income statement line item “Credit losses and other” the activity related to these balances in 2022.financial assets under ASC 2016-13 and activity regarding other allowance accounts. For more information on credit losses and other allowances, see Note 1 to the unaudited condensed consolidated financial statements.

 

Other operating income (expense),expense, netfor each of the three months ended June 30,March 31, 2023 and 2022 and for the three months ended June 30, 2021 was not material to our results.

 

Derivative instruments loss,gain (loss), net is attributable to our swaps and collars as discussed in Note 8 to the unaudited condensed consolidated financial statements. Derivative lossesloss decreased $0.4by $31.8 million, or approximately 100% to aan immaterial loss of $9.6 million for the three months ended June 30, 2022 compared toMarch 31, 2023 from a loss of $31.8 million during the same period in 2021.the prior year. Derivative lossesgains (losses) for the three months ended March 31, 2022 are a result of the increase in the price of Dated Brent crude oil over the initial strike price per barrel of the option over the three months ended June 30,2022 and 2021, respectively. Every quarter in 2021 and continuing inMarch 31, 2022. During 2022, Dated Brent crude oil prices have increased.we changed the type of our derivative instruments from swaps to costless collars. Our derivative instruments currently cover a portion of our production through September 2022.2023. 

 

Interest (expense) income,expense, net decreased $0.1 million to an expense of $0.1was $2.2 million for the three months ended June 30, 2022 from incomeMarch 31, 2023 compared to an expense of $0.0 million during the same period in 2021. Net2022. The increase of net interest expense for the three months ended June 30, 2022,March 31, 2023, primarily results from our finance lease relating to the FSO but also includes commitments fees incurred on the Facility, amortization of debt issue costs related to the Facility and interest associated with our other finance leases partially offset by interest income.

 

Other (expense) income net increased $1.9changed by $0.4 million to an expense of $2.1$1.1 million for the three months ended June 30, 2022March 31, 2023 from an expense of $0.2$0.7 million for the three months ended June 30, 2021.March 31, 2022. Other (expense) income, net normally consists of foreign currency lossesgains and (losses) as discussed in Note 1 to the unauditedcondensed consolidated financial statements. However, for the three months ended June 30, 2022March 31, 2023, also included in other (expense) income, net is $1.2$1.4 million expense from a transition period adjustment of transactions costs associated withthe bargain purchase gain related to the Arrangement with TransGlobe.TransGlobe as discussed in Note 3 to our unaudited condensed consolidated financial statements. Foreign currency losses are the primary driver for the activity during the three months ended March 31, 2022.

 

Income tax expense (benefit) for the three months ended June 30, 2022March 31, 2023 was an expense of $46.3$14.8 million. This is comprised of current tax expense of $20.4$12.3 million and $25.9$2.5 million of deferred tax expense. Income tax expense (benefit) for the three months ended June 30, 2021March 31, 2022 was $2.8a benefit of $4.6 million. This was comprised of $10.3 million of expense. This is comprised of $3.3 million ofnet deferred tax benefit and a current tax expense of $6.1$5.7 million. See Note 16 to the condensed consolidated financial statements for further information.

 

 

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Net income for the six months ended June 30, 2022 was $27.3 million compared to net income of $15.8 million for the same period of 2021. See discussion below for changes in revenue and expense.

Crude oil and natural gas revenues increased $92.8 million, or approximately 107.0%, during the six months ended June 30, 2022 compared to the same period of 2021. The increase in revenue is attributable to more crude oil sold and higher sales prices and Sasol’s additional working interest for the full six months ended June 30, 2022.

  

Six Months Ended June 30,

     
  

2022

  

2021

  

Increase/(Decrease)

 
  

(in thousands except per bbl information)

 

Net crude oil sales volume (MBbls)

  1,574   1,261   313 

Average crude oil sales price (per Bbl)

 $111.92  $65.54  $46.38 
             

Net crude oil revenue

 $179,641  $86,797  $92,844 
             

Operating costs and expenses:

            

Production expense

  43,835   32,552   11,283 

Exploration expense

  194   807   (613)

Depreciation, depletion and amortization

  12,864   9,958   2,906 

General and administrative expense

  8,528   9,281   (753)

Bad debt expense

  1,063   496   567 

Total operating costs and expenses

  66,484   53,094   13,390 

Other operating expense, net

  (5)  (486)  481 

Operating income (loss)

 $113,152  $33,217  $79,935 

The revenue changes in the six months ended June 30, 2022 compared to the same period in 2021 identified as related to changes in price or volume, are shown in the table below:

(in thousands)

    

Price (1)

 $73,002 

Volume

  20,514 

Other

  (672)
  $92,844 

(1)

The price in the table above excludes revenues attributed to carried interests

The table below shows net production, sales volumes and realized prices for both periods.

  

Six Months Ended June 30,

 
  

2022

  

2021

 

Gabon net crude oil production (MBbls)

  1,563   1,196 

Gabon net crude oil sales (MBbls)

  1,574   1,261 
         

Average realized crude oil price ($/Bbl)

 $111.92  $65.54 

Average Dated Brent spot price* ($/Bbl)

  107.59   64.95 

*Average of daily Dated Brent spot prices posted on the U.S. Energy Information Administration website.

Crude oil sales are a function of the number and size of crude oil liftings in each quarter from the FPSO, and thus, crude oil sales do not always coincide with volumes produced in any given quarter. We made six liftings during the six months ended June 30, 2022 and five liftings during the six months ended June 30, 2021. The six months ended June 30, 2022 includes Sasol’s interest for the entire period while during the same period in 2021, Sasol’s interest was included after the acquisition date, February 25, 2021. Our share of crude oil inventory aboard the FPSO, excluding royalty barrels, was approximately 45,794 barrels and 133,704 barrels at June 30, 2022 and 2021, respectively.

49

Production expenses increased $11.3 million, or approximately 34.7%, for the six months ended June 30, 2022 compared to the same period in 2021. The increase in expense was primarily related to higher FPSO costs, boat expense, chemical costs, personnel costs, and domestic market obligation (“DMO”) costs. On a per barrel basis, production expense, excluding workover expense, for the six months ended June 30, 2022 increased to $27.85 per barrel from $25.52 per barrel for the six months ended June 30, 2021 primarily as a result of higher costs experienced in 2022. While we have not experienced any material operational disruptions associated with the current worldwide COVID-19 pandemic, we have incurred approximately $1.4 million for the six months ended June 30, 2022 and $1.4 million in higher costs for the six months ended June 30, 2021 related to the proactive measures taken in response to the pandemic.

Exploration expense decreased $0.6 million due to incurring minimal amounts for seismic reprocessing costs for the six months ended June 30, 2022 while we incurred seismic processing costs prior to the start of the 2021/2022 drilling campaign during the same period in 2021.

Depreciation, depletion and amortization costs increased $2.9 million, or approximately 29.2% due to the higher depletable base as a result of capital expenditures related to the 2021/2022 drilling program.

General and administrative expenses decreased $0.8 million, or approximately 8.1% in the six months ended June 30, 2022 compared to the same period of 2021. The decrease in expense was primarily related to lower corporate salary and wages of $2.7 million, lower legal fees of $0.5 million and lower SARSs expense of $0.4 million.  These decreases were partially offset by higher professional fees of $1.2 million, higher travel costs of $0.3 million, higher IT and office expenses of $0.3 million and higher equity expense of $0.6 million. SARs liability awards are measured at fair value. The primary driver of changes in the fair value of these awards is changes in our stock price.

Bad debt expense increased by $0.6 million, or 114.3%, to $1.1 million for the six months ended June 30, 2022 compared to the same period of 2021. The increase is a result of increased spending as a result of the 2021/2022 drilling campaign. The bad debt expense and related allowance account associated with the TVA balance has also increased as we have received no payments related to these balances in 2022.

Other operating income (expense), net for the six months ended June 30, 2022 was not material to our results and for the six months ended June 30, 2021 the $0.5 million in Other, net included the $0.4 million difference between the fair value of the contingent consideration paid to Sasol in April 2021, $5.0 million, and the fair value of the contingent consideration on the closing date of the Sasol acquisition, $4.6 million.

Derivative instruments loss, net is attributable to our swaps as discussed in Note 8 to the condensed consolidated financial statements. Derivative losses increased $25.4 million to a loss of $41.3 million for the six months ended June 30, 2022 compared to the same period of 2021. Derivative losses are a result of the increase in the price of Dated Brent crude oil over the initial strike price per barrel of the option over the six months ended June 30,2022 and 2021, respectively. Every quarter in 2021 and continuing in 2022 Dated Brent crude oil process have increased. Since VAALCO owes the counterparty for any Dated Brent price over the initial per barrel value and we continued to place on additional hedges in 2021 and 2022, the loss associated with the derivates have increased. Our derivative instruments currently cover a portion of our production through September 2022.

Interest (expense) income, net decreased $0.1 million to an expense of $0.1 million for the six months ended June 30, 2022 from income of $0.0 million during the same period in 2021. Net interest expense for the six months ended June 30, 2022, includes commitments fees incurred on the Facility, amortization of debt issue costs related to the Facility and interest associated with our financial leases partially offset by interest income.

Other (expense) income, net for the six months ended June 30, 2022 decreased $7.2 million to an expense of $2.8 million for the six months ended June 30, 2022 compared to $4.4 million of income in the same period of 2021. Other (expense) income, net normally consists of foreign currency losses as discussed in Note 1 to the condensed consolidated financial statements. For the six months ended June 30, 2022, the $2.8 million of expense includes $1.2 million of transactions costs associated with the Arrangement with TransGlobe. For the six months ended June 30, 2021, the $4.4 million of income in Other (expense) income, net, is primarily attributable to $7.7 million for the bargain purchase gain and expenses of $2.2 million for the difference in book to tax basis caused by the bargain purchase gain associated with the acquisition of Sasol's interest and $1.0 million for an acquisition success fee.

Income tax expense (benefit) for the six months ended June 30, 2022 was an expense of $41.6 million. This is comprised of current tax expense of $26.1  million and $15.5 million of deferred tax expense. Income tax expense (benefit) for the six months ended June 30, 2021 was $5.9 million of expense. This is comprised of $3.7 million of deferred tax benefit and a current tax expense of $9.6 million. See Note 16 to the condensed consolidated financial statements for further information

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

MARKET RISK

 

We are exposed to market risk, including the effects of adverse changes in commodity prices, foreign exchange rates and interest rates as described below.

 

FOREIGN EXCHANGE RISK

 

Our results of operations and financial condition are affected by currency exchange rates. While crude oil sales are denominated in U.S. dollars, portions of our costs in Gabon are denominated in the local currency (the Central African CFA Franc, or XAF), and our VAT receivable as well as certain liabilities in Gabon are also denominated in XAF. A weakening U.S. dollar will have the effect of increasing costs while a strengthening U.S. dollar will have the effect of reducing costs. For our VAT receivable in Gabon, a strengthening U.S. dollar will have the effect of decreasing the value of this receivable resulting in foreign exchange losses, and vice versa. The Gabon local currency is tied to the Euro. The exchange rate between the Euro and the U.S. dollar has historically fluctuated in response to international political conditions, general economic conditions and other factors beyond our control. As of June 30, 2022,March 31, 2023, we had net monetary assets of $23.0$22.6 million (XAF 14,430.113,642.2 million) denominated in XAF. A 10% weakening of the CFA relative to the U.S. dollar would have a $2.1 million reduction in the value of these net assets. For the three and six months ended June 30, 2022,March 31, 2023, we had expenditures of approximately $8.7 million and $16.0$11.3 million (net to VAALCO), respectively, denominated in XAF.

Related to our Canadian operations, our currency exchange risk relates primarily to certain cash and cash equivalents, accounts receivable, lease obligations and accounts payable and accrued liabilities denominated in Canadian dollars. We estimate that a 10% decrease in the value of the Canadian dollar against the US dollar would increase the value of the net assets for the three months ended March 31, 2023 by approximately $0.8 million. Conversely, a 10% increase in the value of the Canadian dollar against the US dollar would decrease the value of the net assets for the three months ended March 31, 2023 by approximately $0.9 million. 

We are also exposed to foreign currency exchange risk on cash balances denominated in Egyptian pounds. Some collections of accounts receivable from the Egyptian Government are received in Egyptian pounds, and while we are generally able to use the Egyptian pounds received on accounts payable denominated in Egyptian pounds, there remains foreign currency exchange risk exposure on Egyptian pound cash balances. Using month-end cash balances converted at month-end foreign exchange rates at March 31, 2023, we estimate that a 10% increase in the value of the Egyptian pound against the US dollar would increase the cash value for the three months ended March 31, 2023 by less than $0.1 million. Conversely, a 10% decrease in the value of the Egyptian pound against the US dollar would decrease our US dollar cash value for the three months ended March 31, 2023 by less than $0.1 million.

 

COUNTERPARTY RISK

 

We are exposed to market risk on our open derivative instruments related to potential nonperformance by our counterparty. To mitigate this risk, we enter into such derivative contracts with creditworthy financial institutions deemed by management as competent and competitive market makers.

 

COMMODITY PRICE RISK

 

Our major market risk exposure continues to be the prices received for our crude oil and natural gas production. Sales prices are primarily driven by the prevailing market prices applicable to our production. Market prices for crude oil and natural gas have been volatile and unpredictable in recent years, and this volatility may continue. Sustained low crude oil and natural gas prices or a resumption of the decreases in crude oil and natural gas prices could have a material adverse effect on our financial condition, the carrying value of our proved reserves, our undeveloped leasehold interests and our ability to borrow funds and to obtain additional capital on attractive terms. 

With respect to our crude oil sales in Gabon, the price received is based on Dated Brent prices plus or minus a differential. If crude oil sales were to remain constant at the most recent quarterly sales volumes of 958459 MBbls, a $5 per Bbl decrease in crude oil price would be expected to cause a $4.8$2.3 million decrease per quarter in revenues and operating income (loss) and a $4.3$2.1 million decrease per quarter in net income (loss).

 

Egypt production is based on Dated Brent prices, less a quality differential and is shared with the Egyptian government through PSCs. When the price of oil increases, it takes fewer barrels to recover costs (cost oil or cost recovery barrels) which are assigned 100% to the Company. The PSCs provide for cost recovery per quarter up to a maximum percentage of total production. Timing differences often exist between VAALCO’s recognition of costs and their recovery as VAALCO accounts for costs on an accrual basis, whereas cost recovery is determined on a cash basis. If the eligible cost recovery is less than the maximum defined cost recovery, the difference is defined as "excess". In Egypt, depending on the PSCs, our share of excess ranges between 5% and 15%. If the eligible cost recovery exceeds the maximum allowed percentage, the unclaimed cost recovery is carried forward to the next quarter. Typically maximum cost oil ranges from 25% to 40% in Egypt. The balance of the production after maximum cost recovery is shared with the government (profit oil). Depending on the contract, the Egyptian government receives 67% to 84% of the profit oil. Production sharing splits are set in each contract for the life of the contract. Typically the government’s share of profit oil increases when production exceeds pre-set production levels in the respective contracts. During times of high oil prices, the Company may receive less cost oil and may receive more profit-sharing oil. During times of lower oil prices, the Company receives more cost oil and may receive less profit oil.

With respect to our crude oil and NGL sales in Canada, the prices received is based on NYMEX WTI (west Texas Intermediate) prices plus or minus a differential. Natural gas sales are based on Canadian index price that whose price is based, in part. on the NYMEX Henry Hub Natural Gas futures contracts. If Canadian BOE sales were to remain constant at the most recent quarterly sales volumes of 211 MBbls, a $5 per Bbl decrease in crude oil price would be expected to cause a $1.1 million decrease per quarter in revenues and operating income (loss) and a $0.8 million decrease per quarter in net income (loss).

As of June 30, 2022,March 31, 2023, we had unexpired derivative instruments outstanding covering 375approximately 287 MBbls of production through June 2023. In April of 2023, we added derivative contracts covering 285 MBbls of production from July 2023 through September 2022. On July 25, 2022 we entered into a commodity collar arrangement for a quantity of 326 MBbls for the period of October through December 2022.2023. These instruments were intended to be an economic hedge against declines in crude oil prices; however, they were not designated as hedges for accounting purposes. See Note 8 to our unaudited condensed consolidated financial statements for further discussion.

 

Interest Rate SensitivityRISK

 

Changes in market interest rates affect the amount of interest owed on outstanding balances under our Facility. However as of June 30,2022March 31, 2023 we had no amounts drawn under the facility. The commitment fees on the undrawn availability under the Facility are not subject to changes in interest rates. Additionally, changes in market interest rates could impact interest costs associated with any future debt issuances.

 

ITEM 4. CONTROLS AND PROCEDURES

 

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

We performed an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation was performed with the participation of senior management, under the supervision of the principal executive officer and principal financial officer. Based on their evaluation as of June 30, 2022,March 31, 2023, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.level due to the material weaknesses in control over financial reporting previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Notwithstanding the identified material weaknesses, management, including our principal executive officer and principal financial officer, believes the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with GAAP.

On October 13, 2022, we completed the acquisition of TransGlobe, see Note 3 to the unaudited condensed consolidated financial statements, which operated under its own set of internal controls. During the three months ended March 31, 2023, we transitioned certain TransGlobe processes to our internal control processes and added other internal controls over significant processes specific to the acquisition and to post-acquisition activities, including internal controls associated with the valuation of certain assets acquired and liabilities assumed in the acquisition. We will continue the process of integrating internal control over financial reporting for TransGlobe and plans to incorporate TransGlobe in the evaluation of our disclosure controls and procedures beginning in the second quarter of 2023. 

MANAGEMENTS PLAN FOR REMEDIATION OF THE MATERIAL WEAKNESS

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, we began implementing a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of the material weaknesses will be completed prior to the end of fiscal year 2023.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

ThereExcept for the activities taken related to the remediation of the material weaknesses described above, there have been no changes in our internal control over financial reporting during the three months ended June 30, 2022March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are subject to litigation claims and governmental and regulatory proceedings arising in the ordinary course of business. It is management’s opinion that none of the claims and litigation we are currently involved in are material to our business.

 

ITEM1A.RISK FACTORS

 

Our business faces many risks. Any of the risks discussed elsewhere in this Quarterly Report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.

 

For a discussion of our potential risks and uncertainties, see the information in Item 1A. “Risk Factors” in our 20212022 Form 10-K. Except as provided below, thereThere have been no material changes in our risk factors from those described in our 20212022 Form 10-K.

 

Risks Related to the Arrangement with TransGlobe

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Arrangement with TransGlobe mayUnregistered Sale of Equity Securities

There were no sales of unregistered securities during the quarter ended March 31, 2023 that were not be consummated, and the Arrangement Agreement may be terminated in accordance with its terms.previously reported on a Current Report on Form 8-K.

Dividend Policy

 

On July 13,November 3, 2021, we announced that our board of directors adopted a cash dividend policy.

On February 14, 2023, our board of directors declared a quarterly cash dividend of $0.0625 per common share, which was paid on March 31, 2023 to stockholders of record at the close of business on March 24, 2023. On May 9, 2023, the Company's board of directors declared a quarterly cash dividend of $0.0625 per common share to be paid on June 23, 2023 to stockholders of record at the close of business on May 24, 2023. 

Payment of future dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including current financial condition, the tax impact of repatriating cash, operating results and current and anticipated cash needs.

Issuer Repurchases of Common Stock

On November 1, 2022, we entered intoannounced that our board of directors formally ratified and approved the Arrangement Agreementshare buyback program ("the Plan") that was announced on August 8, 2022 in conjunction with TransGlobeour business combination with TransGlobe. The board of directors also directed management to acquire allimplement the Plan to facilitate share purchases through open market purchases, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Exchange Act. The Plan provides for an aggregate purchase of the issued andcurrently outstanding common stock up to $30 million over 20 months. Payment for shares of TransGlobe. The Arrangement is subject is subject to approval byrepurchased under the Court of Queen’s Bench of Alberta, the stockholders of VAALCOshare buyback program will be funded using our cash on hand and the shareholders of TransGlobe, among other customary conditions for a transaction of this nature and size.cash flow from operations.

 

The closingfollowing table represents details of the Arrangement is conditioned onvarious repurchases under the adoption of (i)Plan during the TransGlobe Resolution by the affirmative vote of two-thirds of the TransGlobe shareholders who vote (in person or by proxy) at the TransGlobe meeting and, if required under Canadian securities laws, a simple majority of the votes cast on the TransGlobe Resolution by TransGlobe shareholders who vote (in person or by proxy) at the TransGlobe meeting after excluding the votes cast by those persons whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 -quarter ended March 31, 2023:

Protection of Minority Security Holders in Special Transactions

(the “TransGlobe Shareholder Approval”); and (ii)(A) the VAALCO Share Issuance Resolution by the affirmative vote of the holders of a majority of shares of VAALCO Common Stock who, being present or voting by proxy and entitled to vote at the VAALCO stockholders meeting, cast votes affirmatively or negatively on the VAALCO Share Issuance Resolution; and (B) the VAALCO Amendment Resolution by the affirmative vote of the holders of a majority of the outstanding shares of VAALCO Common Stock entitled to vote at the VAALCO stockholders meeting (the “VAALCO Stockholder Approval”). Consummation of the Arrangement is also subject to other customary closing conditions, including, among others, the accuracy of the other party’s representations and warranties (subject to certain materiality qualifications), and the other party’s compliance with its covenants and agreements contained in the Arrangement Agreement.

We can provide no assurance that the required approvals will be obtained or that the required conditions to closing will be satisfied. These conditions to the completion of the Arrangement, some of which are beyond our control, may not be satisfied or waived in a timely manner or at all, and, accordingly, consummation of the Arrangement may be delayed or may not be completed at all. Any delay in completing the Arrangement could cause the combined business not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the Arrangement is successfully completed within its expected timeframe. If the transactions contemplated by the Arrangement Agreement are not completed for any reason, our ongoing businesses and financial results may be adversely affected.

Additionally, if the Arrangement Agreement is terminated under certain circumstances specified therein, we may be required to pay TransGlobe a termination fee in the amount of $9.15 million and reimburse TransGlobe for certain out-of-pocket expenses (up to an aggregate maximum amount of $2.0 million).

The termination of the Arrangement Agreement could negatively impact our business or result in our having to pay a termination fee.

If the Arrangement is not completed for any reason, including as a result of a failure to obtain the required approvals from our stockholders or TransGlobe’s shareholders, our ongoing business may be adversely affected and, without realizing any of the expected benefits of having completed the Arrangement, we would be subject to a number of risks, including the following:

we may experience negative reactions from the financial markets, including negative impacts on our stock price;

we may experience negative reactions from our customers, distributors, suppliers, vendors, joint venture owners and other third parties with whom we do business, as well as our employees; and

we may be required to pay all fees, costs and expenses incurred by us in connection with the Arrangement Agreement and the Plan of Arrangement, including all costs, expenses and fees incurred by us prior to or after the effective date of the Arrangement in connection with, or incidental to, the Plan of Arrangement, regardless of whether or not the Arrangement is completed.

Additionally, the Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, we or TransGlobe, as the case may be, will be required to pay a termination fee to the other party (each a “Termination Fee”). We are required to pay a Termination Fee of $9.15 million to TransGlobe in the following circumstances:

if TransGlobe terminates the Arrangement Agreement because of a change in recommendation by our Board of Directors prior to the time VAALCO Stockholder Approval is obtained;

if either party terminates the Arrangement Agreement because of a failure to obtain the VAALCO Stockholder Approval following a change in recommendation by our Board of Directors; or

if (1) either party terminates the Arrangement Agreement because the transaction is not completed by the Outside Date (as defined in the Arrangement Agreement) or because of a failure to obtain the VAALCO Stockholder Approval; or (2) TransGlobe terminates the Arrangement Agreement because we have materially breached our representations, warranties or covenants, but only if, in each case, (i) prior to such termination, an acquisition proposal for VAALCO has been made or publicly announced (and is not withdrawn at least five business days before the VAALCO stockholder meeting); and (ii) on or prior to the 12 month anniversary following the date of termination, we consummate any acquisition proposal for VAALCO or enter into a definitive agreement in respect of an acquisition proposal for VAALCO, which is subsequently completed (whether or not on or prior to the 12 month anniversary of the date of such termination).

In addition, we may be required to reimburse TransGlobe for reasonable and documented out-of-pocket expenses (up to an aggregate maximum amount of $2.0 million) incurred subsequent to May 16, 2022 and prior to the termination.

Even if the Arrangement is consummated, we may not realize the anticipated benefits and synergies expected from the Arrangement.

The success of the Arrangement will depend, in part, on our ability to realize the anticipated benefits and cost savings from combining our business with TransGlobe’s business. The anticipated benefits and estimates of future cost reductions, synergies, including pre-tax synergies, savings and efficiencies of the Arrangement may not be realized fully or at all, may take longer to realize than expected, may not be realized or could have other adverse effects that we do not currently foresee. The failure to realize the anticipated benefits and synergies expected from the Arrangement could adversely affect our business, financial condition and operating results. Some of the assumptions that we have made with respect to the Arrangement, such as estimates related to future exploration and the development, growth and potential of VAALCO’s and TransGlobe’s operations, project pipeline and investments, and schedule and anticipated benefits to be derived therefrom, our ability to effectively integrate assets and properties we may acquire as a result of the proposed Arrangement into VAALCO’s operations, the achievement of the anticipated benefits related to the geographic and asset diversification and the expected size, scale, inventory and financial strength of the Arrangement, may not be realized. The integration process may result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the Arrangement that could adversely impact the combined business.

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Programs

  

Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

 

January 1, 2023 - January 31, 2023

  350,832  $4.27   350,832  $25,502,669 

February 1, 2023 - February 28, 2023

  326,992  $4.59   326,992  $24,003,172 

March 1, 2023 - March 31, 2023

  303,176  $4.95   303,176  $22,503,206 

Total

  981,000       981,000     

 

 

The business relationshipsSee Note 14 to the unaudited condensed consolidated financial statements for further discussion. Subsequent to March 31, 2023 and through May 9, 2023, the following table represents the details of VAALCO and TransGlobe may be subject to disruption due to uncertainty associated withvarious repurchases under the Arrangement, which could have a material adverse effect on the business, financial condition, cash flows and results of operations of VAALCO or TransGlobe pending and following the Arrangement.Plan:

 

Regardless of whether the Arrangement is completed, the announcement and pendency of the Arrangement could cause disruptions in our business, which could have an adverse effect on our business and financial results, including as follows:

our and TransGlobe’s current and prospective employees may experience uncertainty about their future roles with the combined business or the operations of the combined business following the Arrangement, which might adversely affect the two companies’ abilities to retain key management and other personnel;

uncertainty regarding the completion of the Arrangement may cause parties with which we or TransGlobe do business, including customers, distributors, suppliers, vendors, landlords, joint venture owners and other third parties, to delay or defer certain business decisions or to decide to seek to terminate, change or renegotiate their relationships with us or TransGlobe; and

the Arrangement Agreement restricts us and our subsidiaries from taking specified actions during the pendency of the Arrangement without TransGlobe’s consent, which may prevent us from making appropriate changes to our business or organizational structure or prevent us from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the Arrangement.

These disruptions could have a material and adverse effect on the business, financial condition, cash flows and results of operations, of VAALCO or TransGlobe, regardless of whether the Arrangement is completed, as well as a material and adverse effect on our ability to realize the expected cost savings and other benefits of the Arrangement. The risk, and adverse effects, of any disruption could be exacerbated by a delay in completion of the Arrangement or termination of the Arrangement Agreement.

In addition, we have and will continue to divert significant management resources in an effort to complete the Arrangement. If the Arrangement is not completed, we will have incurred significant costs, including the diversion of management resources, for which we will have received little or no benefit.

The Arrangement Agreement subjects us to restrictions on our business activities prior to the effective time of the Arrangement, limits our ability to pursue alternatives to the Arrangement and may discourage other companies from making a favorable alternative transaction proposal.

The Arrangement Agreement restricts VAALCO and TransGlobe from entering into certain corporate transactions and taking other specified actions without the consent of the other party, and generally requires each party to continue its operations in the ordinary course and in accordance with good oil and gas field and industry practice, until the earlier of the completion of the Arrangement or termination of the Arrangement Agreement. These restrictions could be in place for an extended period of time if completion of the Arrangement is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.

In addition, each of VAALCO and TransGlobe is subject to customary restrictions on their respective abilities to solicit alternative acquisition proposals and to provide information to, or engage in discussions with, third parties regarding such proposals, except that each of VAALCO and TransGlobe is permitted in limited circumstances prior to the VAALCO Stockholder Approval or the TransGlobe Shareholder Approval, as applicable, to provide information to, and engage in discussions with, a party which has made an unsolicited acquisition proposal that the VAALCO or TransGlobe board of directors, as applicable, has determined constitutes or would reasonably be expected to constitute a TransGlobe Superior Proposal or VAALCO Superior Proposal, as applicable (each as defined in the Arrangement Agreement). Furthermore, in limited circumstances prior to the VAALCO Stockholder Approval or the TransGlobe Shareholder Approval, the boards of directors of each of VAALCO and TransGlobe, respectively, may effect a change of its respective recommendation in response to an applicable intervening event, if the respective board of directors determines in good faith that a failure to effect a change in recommendation would be inconsistent with such board of directors’ fiduciary duties.

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Programs

  

Maximum Amount that May Yet Be Used to Purchase Shares Under the Program

 

April 1, 2023 - April 30, 2023

  303,969  $4.93   303,969  $21,003,245 

May 1, 2023 - May 8, 2023

  362,843  $4.14   362,843  $19,502,740 

Total

  666,812       666,812     

 

As noted above, the Arrangement Agreement further provides that under specified circumstances, including after a change of recommendation by our Board of Directors and a subsequent termination of the Arrangement Agreement by TransGlobe prior to the time VAALCO Stockholder Approval is obtained, we may be required to pay TransGlobe a cash Termination Fee of $9.15 million or reimburse TransGlobe for reasonable and documented out-of-pocket expenses (up to an aggregate maximum amount of $2.0 million) incurred subsequent to May 16, 2022 and prior to the termination.

The failure to integrate the businesses and operations of VAALCO and TransGlobe successfully in the expected time frame may adversely affect the combined business future results.

The Arrangement involves the combination of two companies which currently operate, and until the completion of the Arrangement will continue to operate, as independent public companies. We can provide no assurances that our business and TransGlobe’s business can be integrated successfully. It is possible that the integration process could result in the loss of key VAALCO employees or key TransGlobe employees, the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses or delays associated with and following completion of the Arrangement or higher-than-expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.

Furthermore, our Board of Directors and executive leadership immediately following the Arrangement will consist of former directors from each of VAALCO and TransGlobe and former executive officers from each of VAALCO and TransGlobe, respectively. Combining the boards of directors and management teams of each company into a single board and a single management team could require the reconciliation of differing priorities and philosophies.

The market price of our common stock may decline if large amounts of our common stock are sold following the TransGlobe acquisition.

The market price of our common stock may fluctuate significantly following completion of the Arrangement and holders of our common stock could lose some or all of the value of their investment. If the Arrangement is consummated, we will issue shares of our common stock to former TransGlobe shareholders. The Arrangement Agreement contains no restrictions on the ability of former TransGlobe shareholders to sell or otherwise dispose of such shares following completion of the Arrangement. Former TransGlobe shareholders may decide not to hold the shares of our common stock that they receive in the Arrangement, and our historic stockholders may decide to reduce their investment in VAALCO as a result of the changes to our investment profile as a result of the Arrangement. These sales of our common stock (or the perception that these sales may occur) could have the effect of depressing the market price for our common stock. In addition, our financial position after completion of the Arrangement may differ from our financial position before the completion of the Arrangement, and the results of our operations and/or cash flows after the completion of the Arrangement may be affected by factors different from those currently affecting our financial position or results of operations and/or cash flows, all of which could adversely affect the market price of our common stock. Furthermore, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, the VAALCO common stock, regardless of VAALCO’s actual operating performance.

The declaration, payment and amounts of dividends, if any, distributed to our stockholders following competition of the Arrangement will be uncertain.

Although each of VAALCO and TransGlobe has paid cash dividends on its respective shares of common stock in the past, our Board of Directors may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future. Decisions on whether, when and in which amounts to declare and pay any future dividends will remain in the discretion of the full Board of Directors (as reconstituted following the Arrangement). Any dividend payment amounts will be determined by the Board of Directors, and it is possible that the Board of Directors may increase or decrease the amount of dividends paid in the future, or determine not to declare dividends in the future, at any time and for any reason. We expect that any such decisions will depend on the combined business’s financial condition, results of operations, cash balances, cash requirements, future prospects, the outlook for commodity prices and other considerations that the Board of Directors deems relevant, including, but not limited to:

whether we have enough cash to pay such dividends due to its cash requirements, capital spending plans, cash flows or financial position;

our desire to maintain or improve the credit ratings on any future debt; and

applicable restrictions under Delaware law.

Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

55

Lawsuits relating to the Arrangement may be filed against VAALCO and its directors or against TransGlobe and its directors in the future. An adverse ruling in any such lawsuit could result in an injunction preventing the completion of the Arrangement and/or substantial costs to VAALCO and TransGlobe.

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Arrangement Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on VAALCO’s and TransGlobe’s respective liquidity and financial condition.

One of the conditions to the closing of the Arrangement is the absence of any law, injunction or other governmental order that prohibits the consummation of the Arrangement. Consequently, if a lawsuit is filed and the plaintiff is successful in obtaining an injunction prohibiting completion of the Arrangement, that injunction may delay or prevent the Arrangement from being completed within the expected timeframe or at all, which may adversely affect VAALCO’s and TransGlobe’s respective businesses, financial condition, cash flows and results of operations. In addition, either VAALCO or TransGlobe may terminate the Arrangement Agreement if a law or order comes into effect prohibiting or enjoining consummation of the Arrangement and such law or order has become final and non-appealable.

In the event of a lawsuit, we can provide no assurance that any of the defendants would be successful in the outcome of such lawsuit. The defense or settlement of any lawsuit or claim that remains unresolved at the time the Arrangement is completed may adversely affect VAALCO’s or TransGlobe’s business, financial condition, cash flows and results of operations.

Risks Related to the Facility Agreement

A significant level of indebtedness incurred under the Facility may limit our ability to borrow additional funds or capitalize on acquisition or other business opportunities in the future. In addition, the covenants in the Facility impose restrictions that may limit our ability and the ability of our subsidiaries to take certain actions. Our failure to comply with these covenants could result in the acceleration of any future outstanding indebtedness under the Facility.

The Facility Agreement governing our Facility with Glencore contains certain affirmative and negative covenants, including, among other things, as to compliance with laws (including environmental laws and anti-corruption laws), delivery of quarterly and annual financial statements and borrowing base certificates, conduct of business, maintenance of property, maintenance of insurance, entry into certain derivatives contracts, restrictions on the incurrence of liens, indebtedness, asset dispositions, restricted payments. Restrictions contained in the Facility governing any future indebtedness may reduce our ability to incur additional indebtedness, engage in certain transactions or capitalize on acquisition or other business opportunities. Any future indebtedness under the Facility and other financial obligations and restrictions could have financial consequences. For example, they could:

impair our ability to obtain additional financing in the future for capital expenditures, potential acquisitions, general business activities or other purposes;

increase our vulnerability to general adverse economic and industry conditions;

require us to dedicate a substantial portion of future cash flow to payments of our indebtedness and other financial obligations, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate requirements;

limit our flexibility in planning for, or reacting to, changes in our business and industry; and

place us at a competitive disadvantage to those who have proportionately less debt.

Our ability to comply with these covenants could be affected by events beyond our control and we cannot assure you that we will satisfy those requirements. A prolonged period of oil and gas prices at declined levels could further increase the risk of our inability to comply with covenants to maintain specified financial ratios. A breach of any of these provisions could result in a default under the Facility, which could allow all amounts outstanding thereunder to be declared immediately due and payable. In the event of such acceleration, we cannot assure that we would be able to repay our debt or obtain new financing to refinance our debt. Even if new financing was made available to us, it may not be on terms acceptable to us. We may also be prevented from taking advantage of business opportunities that arise if we fail to meet certain ratios or because of the limitations imposed on us by the restrictive covenants under the Facility.

If we experience in the future a continued period of low commodity prices, our ability to comply with the Facilitys debt covenants may be impacted.

Under the Facility Agreement, we are subject to certain debt covenants, including that (i) the ratio of Consolidated Total Net Debt to EBITDAX (as each term is defined in the Facility Agreement) for the trailing 12 months shall not exceed 3.0x and (ii) consolidated cash and cash equivalents shall not be lower than $10.0 million. Based on projected market conditions and commodity prices, we currently expect that we will be in compliance with covenants under the Facility at least through June 30, 2022; however, commodity prices have been extremely volatile in recent history and a protracted future decline in commodity prices could cause us to not be in compliance with certain financial covenants under the Facility in future periods. A breach of the covenants under the Facility would cause a default, potentially resulting in acceleration of all amounts outstanding under the Facility. Certain payment defaults or acceleration under the Facility could cause a cross-default or cross-acceleration of other future outstanding indebtedness. Such a cross-default or cross-acceleration could have a wider impact on our liquidity than might otherwise arise from a default or acceleration of a single debt instrument. If an event of default occurs, or if other future debt agreements cross-default, and the lenders under the affected debt agreements accelerate the maturity of any loans or other debt outstanding, we may not have sufficient liquidity to repay all of our outstanding indebtedness.

The borrowing base under the Facility may be reduced pursuant to the terms of the Facility Agreement, which may limit our available funding for exploration and development. We may have difficulty obtaining additional credit, which could adversely affect our operations and financial position.

In the future we may depend on the Facility for a portion of our capital needs. The initial borrowing base under the Facility is $50.0 million and is redetermined on March 31 and September 30 of each year. Borrowings under the Facility are limited to a borrowing base amount calculated pursuant to the Facility Agreement based on the Company’s proved producing reserves and a portion of the Company's proved undeveloped reserves. The Lenders will redetermine the borrowing base based on forecasts of cashflow and debt service projections with respect to the borrowing base assets, which may result in a reduction of the borrowing base.

In the future, we may not be able to access adequate funding under the Facility as a result of (i) a decrease in our borrowing base due to the outcome of a subsequent borrowing base redetermination, or (ii) an unwillingness or inability on the part of the Lenders to meet their funding obligations. As a result, we may be unable to obtain adequate funding under the Facility. If funding is not available when needed, or is available only on unfavorable terms, it could adversely affect our development plans as currently anticipated, which could have a material adverse effect on our production, revenues and results of operations.

Restrictive debt covenants could limit our growth and our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.

The Facility Agreement contains a number of significant affirmative and negative covenants that, among other things, restrict our ability to:

dispose of assets;

enter into guarantees or indemnities;

incur indebtedness;

enter into certain material contracts;

merge or consolidate, or transfer all or substantially all of our assets and the assets of our subsidiaries; or

pursue other corporate activities.

Also, the Facility Agreement requires us to maintain compliance with certain financial covenants. Our ability to comply with these financial covenants may be affected by events beyond our control, and, as a result, we may be unable to meet these financial covenants. These financial covenants could limit our ability to obtain future financings, make needed capital expenditures, withstand a future downturn in our business or the economy in general or otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of the limitations imposed on us by the restrictive covenants under the Facility Agreement. A breach of any of these covenants or our inability to comply with the required financial covenants could result in an event of default under the Facility Agreement. When oil and/or natural gas prices decline for an extended period of time or when our liquidity is constrained, our ability to comply with these covenants becomes more difficult. Although we are currently in compliance with these covenants, if in the future oil and gas prices decline for an extended period of time, we may default on one or more of these covenants. Such a default, if not cured or waived, may allow the Lenders to accelerate the related indebtedness and could result in acceleration of any other indebtedness to which a cross-acceleration or cross-default provision applies.

An event of default under the Facility Agreement would permit the Lenders to cancel all commitments to extend further credit under the Facility. Furthermore, if we were unable to repay the amounts due and payable under the Facility Agreement, the Lenders could proceed against the collateral granted to them to secure that indebtedness. In the event that the Lenders accelerate the repayment of our borrowings under the Facility, we and our subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

limited in how we conduct our business;

unable to raise additional debt or equity financing during general economic, business or industry downturns; or

unable to compete effectively or to take advantage of new business opportunities.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

2.1

Arrangement Agreement, dated as of July 13, 2022, by and among VAALCO Energy, Inc., VAALCO Energy Canada ULC and TransGlobe Energy Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 14, 2022 and incorporated herein by reference).

3.1

Restated Certificate of Incorporation as amended through May 7, 2014 (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014 and incorporated herein by reference).

3.23.1.1

Third Amended andCertificate of Amendment to Restated BylawsCertificate of Incorporation of VAALCO, dated October 13, 2022 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 13, 2022 and incorporated herein by reference).

3.2

Third Amended and Restated Bylaws, dated July 30, 2020 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 4, 2020 and incorporated herein by reference).

3.3

Certificate of Elimination of Series A Junior Participating Preferred Stock of VAALCO Energy, Inc., dated as of December 22, 2015 (filed as Exhibit 3.2 to the Company’sCompanys Current Report on Form 8-K filed on December 23, 2015, and incorporated herein by reference).

10.1(a)**

Facility Agreement, by and among VAALCO Energy, Inc., VAALCO Gabon (Etame), Inc., VAALCO Gabon, SA, Glencore Energy UK Ltd., the Law Debenture Trust Corporation P.L.C., and the other financial institutions named therein, dated May 16, 2022.

10.2(a)**

Crude Oil Sale and MarketingSeparation Agreement, by and between VAAALCO Gabon S.A.VAALCO Energy, Inc. and Glencore Energy UK Ltd., dated May 20, 2022.

10.3

Form of VAALCO Voting Agreement,David DesAutels, dated as of July 13, 2022March 8, 2023 (filed as Exhibit 10.110.32 to the Company’s CurrentAnnual Report on Form 8-K10-K filed on July 14, 2022April 6, 2023 and incorporated herein by reference).

10.410.2

*

Form of TransGlobe VotingConsulting Agreement between VAALCO Energy and David DesAutels, dated as of July 13, 2022March 8, 2023, (filed as Exhibit 10.210.33 to the Company’s CurrentAnnual Report on Form 8-K10-K filed on July 14, 2022April 6, 2023 and incorporated herein by reference).

31.131.1(a)(a)

Sarbanes-Oxley Section 302 certification of Principal Executive Officer.

31.231.2(a)(a)

Sarbanes-Oxley Section 302 certification of Principal Financial Officer.

32.132.1(b)(b)

Sarbanes-Oxley Section 906 certification of Principal Executive Officer.

32.232.2(b)(b)

Sarbanes-Oxley Section 906 certification of Principal Financial Officer.

101.INS(a)

Inline XBRL Instance Document.

101.SCH(a)

Inline XBRL Taxonomy Schema Document.

101.CAL(a)

Inline XBRL Calculation Linkbase Document.

101.DEF(a)

Inline XBRL Definition Linkbase Document.

101.LAB(a)

Inline XBRL Label Linkbase Document.

101.PRE(a)

Inline XBRL Presentation Linkbase Document.

104

Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).

 

(a) Filed herewith

(b) Furnished herewith

* Management contract or compensatory plan or arrangement. 

** Information in this exhibit (indicated by asterisks) is confidential and has been omitted pursuant to Item 601(b)(10) of Regulation S-K. Additionally, exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC or its staff upon request.

 

 

SIGNATURE

 

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

 

VAALCO ENERGY, INC.

(Registrant)

 

   

By

:

/s/ Ronald Bain

  

Ronald Bain

  

Chief Financial Officer

(Principal Financial Officer)

 

 

Dated: AugustMay 10, 20222023

 

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