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 ~~September~~June 30, ~~2022~~2023

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

For the transition period from _______ to _______

Commission ~~file number~~File 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

(Registrant’s telephone number, including area code)

~~Table of Contents~~

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

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~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, a 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 ~~November 6, 2022,~~August 4, 2023, there were outstanding ~~108,374,838~~106,475,814 shares of common stock, $0.10 par value per share, of the registrant.

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VAALCO ENERGY, INC. AND SUBSIDIARIES

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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Condensed Consolidated Balance Sheets ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~2022	2
Condensed Consolidated Statements of Operations and Comprehensive Income Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	3
Condensed Consolidated Statements of Shareholders’ Equity Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4
Condensed Consolidated Statements of Cash Flows ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	5
Notes to Condensed Consolidated Financial Statements (unaudited)	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3945
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5465
ITEM 4. CONTROLS AND PROCEDURES	5566
PART II. OTHER INFORMATION	5667
ITEM 1. LEGAL PROCEEDINGS	5667
ITEM 1A. RISK FACTORS	5667
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6367
ITEM 5. OTHER INFORMATION	68
ITEM 6. EXHIBITS	6469

~~EXPLANATORY NOTE~~

On October 13, 2022, VAALCO Energy, Inc. (“VAALCO”) and VAALCO Energy Canada ULC (“AcquireCo”), an indirect wholly-owned subsidiary of VAALCO, completed the previously announced business combination involving TransGlobe Energy Corporation (“TransGlobe”) whereby AcquireCo acquired all of the issued and outstanding TransGlobe common shares (the “Arrangement”) and TransGlobe became a direct wholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO, pursuant to an arrangement agreement entered into by VAALCO, AcquireCo and TransGlobe on July 13, 2022 (the “Arrangement Agreement”).

Although this Quarterly Report on Form 10-Q is filed after the completion of the Arrangement, unless otherwise specifically noted herein, information set forth herein only relates to the period as of and for the quarter and year-to-date periods ended September 30, 2022 and therefore does not include the information of TransGlobe for those periods. Accordingly, unless the context otherwise indicates, references to “VAALCO,” “the Company”, “we,” “our,” or “us” in this Quarterly Report on Form 10-Q are only references to VAALCO Energy, Inc., including its wholly owned subsidiaries prior to the Arrangement and do not include TransGlobe and its subsidiaries.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

							*As of June 30, 2023*			*As of December 31, 2022*
	*As of September 30, 2022*			*As of December 31, 2021*			*(in thousands)*
ASSETS	*(in thousands)*
Current assets:
Cash and cash equivalents	$	69,289		$	48,675		$	46,186		$	37,205
Restricted cash		203			79			113			222
Receivables:
Trade, net		16,781			22,464			57,360			52,147
Accounts with joint venture owners, net of allowance of $0.0 million in both periods presented		7,931			345
Other, net		12,190			9,977
Accounts with joint venture owners, net of allowance for credit losses of $0.5 and $0.3 million, respectively								216			15,830
Foreign income taxes receivable								—			2,769
Other, net of allowance for credit losses of $3.5 and $0.0 million, respectively								66,615			68,519
Crude oil inventory		4,254			1,593			10,800			3,335
Prepayments and other		12,616			5,156			18,077			20,070
Total current assets		123,264			88,289			199,367			200,097

Crude oil and natural gas properties, equipment and other - successful efforts method, net		194,711			94,324			481,740			495,272
Other noncurrent assets:
Restricted cash		1,755			1,752			1,779			1,763
Value added tax and other receivables, net of allowance of $6.7 million and $5.7 million, respectively		5,846			5,536
Value added tax and other receivables, net of allowance of $9.5 million and $8.4 million, respectively								8,807			7,150
Right of use operating lease assets		1,705			10,227			1,639			2,777
Right of use finance lease assets		1,630			—			90,584			90,698
Deferred tax assets		41,495			39,978			37,155			35,432
Abandonment funding		18,838			21,808			6,268			20,586
Other long-term assets		5,529			1,176			1,674			1,866
Total assets	$	394,773		$	263,090		$	829,013		$	855,641
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	30,276		$	18,797		$	40,716		$	59,886
Accounts with joint venture owners		—			3,233			6,284			—
Accrued liabilities and other		83,148			49,444			84,104			91,392
Operating lease liabilities - current portion		1,200			9,642			1,667			2,314
Finance lease liabilities - current portion		317			—			7,684			7,811
Foreign income taxes payable		28,056			3,128			12,575			—
Current liabilities - discontinued operations		14			13			673			687
Total current liabilities		143,011			84,257			153,703			162,090
Asset retirement obligations		35,247			33,949			42,958			41,695
Operating lease liabilities - net of current portion		521			587			130			686
Finance lease liabilities - net of current portion		1,251			—			79,856			78,248
Deferred tax liabilities		41,057			—			82,895			81,223
Other long-term liabilities								17,465			25,594
Total liabilities		221,087			118,793			377,007			389,536
Commitments and contingencies (Note 10)
Shareholders’ equity:
Preferred stock, $25 par value; 500,000 shares authorized, none issued		—			—			—			—
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, 121,205,919 and 119,482,680 shares issued, 106,997,933 and 107,852,857 shares outstanding, respectively								12,121			11,948
Additional paid-in capital		78,500			76,700			355,206			353,606
Less treasury stock, 11,057,521 and 10,939,323 shares, respectively, at cost		(44,635	)		(43,847	)
Accumulated other comprehensive income								3,060			1,179
Less treasury stock, 14,207,986 and 11,629,823 shares, respectively, at cost								(59,055	)		(47,652	)
Retained earnings		132,808			104,488			140,674			147,024
Total shareholders' equity		173,686			144,297			452,006			466,105
Total liabilities and shareholders' equity	$	394,773		$	263,090		$	829,013		$	855,641

See notes to condensed consolidated financial statements.

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VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*						*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*
	*(in thousands, except per share amounts)*												*(in thousands, except per share amounts)*
Revenues:
Crude oil and natural gas sales	$	78,097		$	55,899		$	257,738		$	142,696
Crude oil, natural gas and natural gas liquids sales													$	109,240		$	110,985		$	189,643		$	179,641
Operating costs and expenses:
Production expense		23,312			25,208			67,147			57,760			38,604			25,475			66,804			43,835
FPSO demobilization		8,867			—			8,867			—
FPSO Demobilization - Norms Waste Disposal														5,647			—			5,647			—
Exploration expense		56			479			250			1,286			57			67			65			194
Depreciation, depletion and amortization		8,963			6,970			21,827			16,928			38,003			8,191			62,420			12,864
General and administrative expense		1,979			2,940			10,507			12,221			5,395			3,534			10,619			8,528
Bad debt expense and other		1,020			318			2,083			814
Credit losses and other														680			571			1,615			1,063
Total operating costs and expenses		44,197			35,915			110,681			89,009			88,386			37,838			147,170			66,484
Other operating (expense) income, net		—			46			(5	)		(440	)
Other operating expense, net														(303	)		—			(303	)		(5	)
Operating income		33,900			20,030			147,052			53,247			20,551			73,147			42,170			113,152
Other income (expense):
Derivative instruments gain (loss), net		3,778			(5,147	)		(37,522	)		(21,070	)		31			(9,542	)		52			(41,300	)
Interest (expense) income, net		(234	)		3			(355	)		9
Other (expense) income, net		(7,707	)		(328	)		(10,514	)		4,088
Interest expense, net														(1,703	)		(118	)		(3,949	)		(121	)
Other expense, net														(537	)		(2,111	)		(1,677	)		(2,807	)
Total other expense, net		(4,163	)		(5,472	)		(48,391	)		(16,973	)		(2,209	)		(11,771	)		(5,574	)		(44,228	)
Income from continuing operations before income taxes		29,737			14,558			98,661			36,274			18,342			61,376			36,596			68,924
Income tax expense (benefit)		22,843			(17,183	)		64,467			(11,272	)		11,588			46,252			26,359			41,624
Income from continuing operations		6,894			31,741			34,194			47,546			6,754			15,124			10,237			27,300
Loss from discontinued operations, net of tax		(26	)		(20	)		(58	)		(72	)		(2	)		(20	)		(15	)		(32	)
Net income	$	6,868		$	31,721		$	34,136		$	47,474		$	6,752		$	15,104		$	10,222		$	27,268
Other comprehensive income (loss)
Currency translation adjustments														2,006			—			1,881			—
Comprehensive income													$	8,758		$	15,104		$	12,103		$	27,268

Basic net income per share:
Income from continuing operations	$	0.12		$	0.53		$	0.57		$	0.81		$	0.06		$	0.25		$	0.10		$	0.46
Loss from discontinued operations, net of tax		0.00			0.00			0.00			0.00			—			—			—			—
Net income per share	$	0.12		$	0.53		$	0.57		$	0.81		$	0.06		$	0.25		$	0.10		$	0.46
Basic weighted average shares outstanding		59,068			58,586			58,900			58,102			106,965			58,925			107,175			58,814
Diluted net income per share:
Income from continuing operations	$	0.11		$	0.53		$	0.57		$	0.80		$	0.06		$	0.25		$	0.09		$	0.45
Loss from discontinued operations, net of tax		0.00			0.00			0.00			0.00			—			—			—			—
Net income per share	$	0.11		$	0.53		$	0.57		$	0.80		$	0.06		$	0.25		$	0.09		$	0.45
Diluted weighted average shares outstanding		59,450			58,916			59,335			58,654			107,613			59,361			108,050			59,278

See notes to condensed consolidated financial statements.

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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		—			—			198			633		(187	)		64		210			—			—			—			274
Stock-based compensation expense		—		—			—		404		—			—			404			—		—			—		683			—			—			—			683
Common shares purchased																				—		(981	)		—		—			—			(4,517	)		—			(4,517	)
Treasury stock		—		—			—		—		(387	)		—			(387	)		—		—			—		—			—			(860	)		—			(860	)
Dividend Distribution		—		—			—		—		—			(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		—		—			—		—		—			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
Balance at March 31, 2023																				120,116		(12,798	)	$	12,012	$	354,499		$	1,054		$	(53,029	)	$	140,639		$	455,175
Shares issued - stock-based compensation		263		(54	)		27		31		—			—			58			1,090		(249	)		109		(1	)		—			—			—			108
Stock-based compensation expense		—		—			—		616		—			—			616			—		—			—		708			—			—			—			708
Common shares purchased																				—		(1,161	)		—		—			—			(5,023	)		—			(5,023	)
Treasury stock		—		—			—		—		(401	)		—			(401	)		—		—			—		—			—			(1,003	)		—			(1,003	)
Dividend Distribution		—		—			—		—		—			(1,943	)		(1,943	)
Dividend distributions																				—		—			—		—			—			—			(6,717	)		(6,717	)
Other comprehensive loss																				—		—			—		—			2,006			—			—			2,006
Net income		—		—			—		—		—			15,104			15,104			—		—			—		—			—			—			6,752			6,752
Balance at June 30, 2022		70,125		(11,057	)	$	7,013	$	77,919	$	(44,635	)	$	127,884		$	168,181
Shares issued - stock-based compensation		—		—			—		—		—			—			—
Stock-based compensation expense		—		—			—		581		—			—			581
Treasury stock		—		—			—		—		—			—			—
Dividend Distribution		—		—			—		—		—			(1,944	)		(1,944	)
Net income		—		—			—		—		—			6,868			6,868
Balance at September 30, 2022		70,125		(11,057	)	$	7,013	$	78,500	$	(44,635	)	$	132,808		$	173,686
Balance at June 30, 2023																				121,206		(14,208	)	$	12,121	$	355,206		$	3,060		$	(59,055	)	$	140,674		$	452,006

	*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		—			—		347			300		(64	)		30		168		—		—			—			198
Stock-based compensation expense		—		—			—		323		—			—		323			—		—			—		404		—		—			—			404
Treasury stock		—		—			—		—		(403	)		—		(403	)		—		—			—		—		—		(387	)		—			(387	)
Dividend Distributions																			—		—			—		—				—			(1,929	)		(1,929	)
Net income		—		—			—		—		—			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
Balance at March 31, 2022																			69,862		(11,003	)	$	6,986	$	77,272	$	—	$	(44,234	)	$	114,723		$	154,747
Shares issued - stock-based compensation		1,092		(314	)		109		597		—			—		706			263		(54	)		27		31		—		—			—			58
Stock-based compensation expense		—		—			—		117		—			—		117			—		—			—		616		—		—			—			616
Treasury stock		—		—			—		—		(765	)		—		(765	)		—		—			—		—		—		(401	)		—			(401	)
Dividend Distribution																																	(1,943	)		(1,943	)
Net income		—		—			—		—		—			5,884		5,884			—		—			—		—		—		—			15,104			15,104
Balance at June 30, 2021		69,420		(10,835	)	$	6,942	$	75,778	$	(43,589	)	$	38,405	$	77,536
Shares issued - stock-based compensation		108		(104	)		11		241		—			—		252
Stock-based compensation expense		—		—			—		327		—			—		327
Treasury stock		—		—			—		—		(258	)		—		(258	)
Net income		—		—			—		—		—			31,721		31,721
Balance at September 30, 2021		69,528		(10,939	)	$	6,953	$	76,346	$	(43,847	)	$	70,126	$	109,578
Balance at June 30, 2022																			70,125		(11,057	)	$	7,013	$	77,919	$	—	$	(44,635	)	$	127,884		$	168,181

See notes to condensed consolidated financial statements.

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VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	*Nine Months Ended September 30,*						*Six Months Ended June 30,*
	*2022*			*2021*			*2023*			*2022*
	*(in thousands)*						*(in thousands)*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	34,136		$	47,474		$	10,222		$	27,268
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations, net of tax		58			72			15			32
Depreciation, depletion and amortization		21,827			16,928			62,420			12,864
Bargain purchase gain		—			(7,651	)		1,412			—
Deferred taxes		39,540			(24,211	)		1,618			15,531
Unrealized foreign exchange loss (gain)		914			(342	)
Unrealized foreign exchange loss								313			360
Stock-based compensation		2,300			2,098			1,254			2,264
Cash settlements paid on exercised stock appreciation rights		(805	)		(3,051	)		(233	)		(805	)
Derivative instruments loss, net		37,522			21,070
Derivative instruments (gain) loss, net								(52	)		41,300
Cash settlements paid on matured derivative contracts, net		(42,683	)		(10,189	)		(63	)		(33,559	)
Bad debt expense and other		2,083			814
Other operating expense, net		5			440
Cash settlements paid on asset retirement obligations								(374	)		—
Credit losses and other								1,615			1,063
Other operating loss, net								62			5
Operational expenses associated with equipment and other		953			835			(1,196	)		718
Change in operating assets and liabilities:
Trade receivables		5,683			11,156			(5,208	)		(47,810	)
Accounts with joint venture owners		(11,118	)		(19	)		21,746			10,283
Other receivables		(2,904	)		94			(1,868	)		(943	)
Crude oil inventory		(2,661	)		4,059			(7,465	)		(12,274	)
Prepayments and other		(1,120	)		1,081			(69	)		1,570
Value added tax and other receivables		(5,371	)		(1,339	)		(2,302	)		(2,249	)
Other noncurrent assets		(2,842	)		(1,176	)
Other long-term assets								1,508			(1,072	)
Accounts payable		4,129			(9,686	)		(10,897	)		(857	)
Foreign income taxes receivable/payable		24,928			(2,916	)		15,344			26,093
Deferred tax liability								(3,081	)		—
Accrued liabilities and other		25,182			1,252			(7,137	)		29,263
Net cash provided by continuing operating activities		129,756			46,793
Net cash provided by (used in) continuing operating activities								77,584			69,045
Net cash used in discontinued operating activities		(57	)		(72	)		(15	)		(38	)
Net cash provided by operating activities		129,699			46,721
Net cash provided by (used in) operating activities								77,569			69,007
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment expenditures		(103,853	)		(8,459	)		(54,832	)		(60,278	)
Acquisition of crude oil and natural gas properties		—			(22,505	)
Net cash used in continuing investing activities		(103,853	)		(30,964	)
Net cash provided by (used in) continuing investing activities								(54,832	)		(60,278	)
Net cash used in discontinued investing activities		—			—			—			—
Net cash used in investing activities		(103,853	)		(30,964	)
Net cash provided by (used in) investing activities								(54,832	)		(60,278	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuances of common stock		257			1,305			382			257
Dividend distribution		(5,816	)		—			(13,452	)		(3,872	)
Treasury shares		(788	)		(1,426	)		(11,403	)		(788	)
Deferred financing costs		(1,535	)		—			(30	)		(1,451	)
Payments of finance lease		(193	)		—			(3,379	)		(68	)
Net cash used in continuing financing activities		(8,075	)		(121	)
Net cash provided by (used in) in continuing financing activities								(27,882	)		(5,922	)
Net cash used in discontinued financing activities		—			—			—			—
Net cash used in financing activities		(8,075	)		(121	)
Net cash provided by (used in) in financing activities								(27,882	)		(5,922	)
Effects of exchange rate changes on cash								(285	)		—
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		17,771			15,636			(5,430	)		2,807

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	$	90,085		$	76,953		$	54,346		$	75,121

See notes to condensed consolidated financial statements.

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VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURES (Unaudited)

	*Nine Months Ended September 30,*				*Six Months Ended June 30,*
	*2022*		*2021*		*2023*		*2022*
	*(in thousands)*				*(in thousands)*
Supplemental disclosure of cash flow information:
Income taxes paid in-kind with crude oil	$	—	$	20,103
Interest paid, net of amounts capitalized	$	401	$	—	$	5,177	$	113
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment additions incurred but not paid at end of period	$	39,105	$	4,607	$	26,746	$	29,155
Recognition of right-of-use finance lease assets and liabilities	$	1,851	$	—	$	3,273	$	1,851
Asset Retirement Obligations	$	—	$	14,564

See notes to condensed consolidated financial statements.

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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.

On ~~October 13, 2022,~~ the Company and VAALCO Energy Canada ULC (“AcquireCo”), an indirect wholly-owned subsidiary of the Company, completed the previously announced business combination involving TransGlobe Energy Corporation (“TransGlobe”), whereby AcquireCo acquired all of the issued and outstanding TransGlobe common shares (the “Arrangement”) and TransGlobe became a direct wholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO, pursuant to an arrangement agreement entered into by VAALCO, AcquireCo and TransGlobe on ~~July 13, 2022 (~~the “Arrangement Agreement”). Prior to the Arrangement, TransGlobe was a cash flow-focused oil and gas exploration and development company whose activities were concentrated in the Arab Republic of Egypt and Canada. The post-Arrangement company (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. See Note 3 ~~for further discussion regarding the Arrangement.~~

~~As of~~ ~~September 30, 2022~~ ~~and prior to the completion of the Arrangement, the~~ Company’s consolidated subsidiaries ~~were~~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, TransGlobe Energy Corporation, 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 ~~VAALCO Energy Canada ULC, an unlimited liability company incorporated under the laws of the Province of Alberta and a wholly owned subsidiary of the Company.~~TG NW Gharib Inc., TG S Ghazalat Inc.

These unaudited condensed consolidated financial statements (“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 respect to the novel strain of coronavirus (“COVID-~~On ~~19”~~~~), during~~ ~~2021,~~ ~~and continuing in~~ October 5, 2022, ~~crude oil prices have experienced significant improvement and oil demand has stabilized over multiple quarters removing much 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.~~

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In ~~July 2021,~~ the Organization of the Petroleum Exporting Countries, Russia and other allied producing countries (collectively, ~~"OPEC+"~~“OPEC+”) ~~agreed to increase production beginning in~~ ~~August 2021~~ ~~and to gradually phase out prior production cuts by~~ ~~September 2022.~~ ~~However, as a result of the recent decline in oil prices, on~~ ~~October 5, 2022,~~ ~~OPEC+~~ announced plans to reduce overall oil production by 2 MMBbls per day starting November ~~2022.~~2022 through December 2023. On April 3, 2023, OPEC+ reaffirmed this reduction and announced additional voluntary reductions totaling 1.2 MMBbls per day through December 2023 by various members in addition to the 500 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 8 MBbls per day. On June 5, 2023, OPEC meeting Saudi Arabia agreed to an additional 1 MMBbls per day for July 2023 but could be extended. In addition, members of OPEC+ agreed to extend the group's existing supply cuts of 3.7 MMBbls per day for another year ( December 2024). The Company has not received any mandate to reduce its current oil production from the Etame Marin block as a result of the OPEC+ ~~initiative.~~initiatives.

The average Brent crude oil price for the three months ended ~~December 31, 2021,~~ ~~March 31, 2022,~~ June 30, 2023was $78 per barrel. The average price for all 2022and ~~September 30, 2022~~ 2023~~was, $79 per barrel, $100 per barrel, $113 per barrel and $100 per barrel respectively.~~ periods are summarized below:

Average Brent Prices	*2023*		*2022*
First Quarter	$	81.07	$	100.87
Second Quarter	$	77.99	$	113.84
Third Quarter	$	—	$	100.71
Fourth Quarter	$	—	$	88.72

During the ~~nine~~ ~~months~~year ended ~~September 30,~~December 31, 2022 ~~the Company noticed that~~and continuing into 2023, the lead times associated with obtaining materials to support its operations and drilling activities ~~has~~have lengthened and, in some cases, prices for fuel, services and materials have increased. Management believes the ongoing war between Russia and Ukraine and ~~its~~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 ~~and current turmoil in certain governments~~ are impacting the global supply chain market.

While the current commodity price environment is still favorable and the Company has not experienced material disruptions to its operations, ~~as a result of COVID-~~19 ~~or as result of other forces, including the Russia/Ukraine conflict,~~any factors affecting the global market ~~any emergence of a new variant~~ 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 properties.~~Company.

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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 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 ~~includes~~include 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.

~~Table of Contents~~

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 ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 each include an escrow amount for the floating, production, storage and offloading vessel (“FPSO”), and representing bank guarantees for customs clearance in Gabon. For Canada, approximately $0.1 million has been set aside as of June 30, 2023 related to property taxes reserved for Mountain View County. Long-term amounts at ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 include a charter payment escrow for the FPSO offshore Gabon as discussed in Note 10 and 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 September 30,*				*As of June 30,*
	*2022*		*2021*		*2023*		*2022*
	*(in thousands)*				*(in thousands)*
Cash and cash equivalents	$	69,289	$	52,839	$	46,186	$	53,062
Restricted cash - current		203		81		113		216
Restricted cash - non-current		1,755		1,752		1,779		1,752
Abandonment funding		18,838		22,281		6,268		20,091
Total cash, cash equivalents and restricted cash	$	90,085	$	76,953	$	54,346	$	75,121

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 African~~of 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. dollars~~USD and the CEMAC regulations provide for ~~the~~ establishment of a ~~U.S. dollar~~USD 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 in~~payment for the years 2019 through ~~2020~~ or ~~2021~~2022 totaling ~~$4.3~~$5.8 million, net to VAALCO based on the 2018 abandonment study. InOn ~~February~~January 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”). Working~~after continued discussions with ~~Citibank, on~~ ~~March 12, 2021~~ ~~the Company filed the application to open the account~~various BEAC and ~~is currently awaiting the approval of the account from the Central Bank. Accordingly,~~government officials, the Company was ~~not~~ ~~able~~allowed to ~~make its~~re-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.

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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. The balance remained unchanged during the second Inquarter of ~~December 2021,~~ 2023.~~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 on an updated abandonment study with ~~the extractive industry~~Directorate of Hydrocarbons in Gabon and 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 the Company will~~ resume ~~its~~ funding of the abandonment fund in compliance with the Etame PSC.

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.

The 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 the~~ For credit losses associated with accounts ~~receivable 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~~ ~~September 30, 2022~~~~, the outstanding VAT receivable balance, excluding the~~ with joint venture owners, seeallowance for ~~bad debt, was approximately $19.2 million ($11.2 million, net to VAALCO). As of~~ ~~September 30, 2022~~~~, the exchange rate was XAF 669.4 =~~ ~~$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 (expense) income, 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 September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

(in thousands)

Allowance for bad debt

Balance at beginning of period
$ (6,389 ) $ (5,575 ) $ (5,741 ) $ (2,273 )
Bad debt charge, net of receipts
(1,020 ) (318 ) (2,083 ) (814 )
Adjustment associated with Sasol Acquisition
— — — (2,879 )
Foreign currency gain (loss)
355 117 770 190
Balance at end of period
$ (7,054 ) $ (5,776 ) $ (7,054 ) $ (5,776 )

Accounts Receivable, net– The Company’s trade accounts receivable results from sales of crude oil, natural gas, and NGLs. For credit losses associated with accounts with trade receivables, seeallowance for credit losses below.

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-oil~~crude oil produced by the Company was not compatible with the ~~crude-oil~~crude oil requirements of the refinery, the Company entered into two 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~~required 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 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 ~~September~~June 30, ~~2022~~2023 condensed consolidated balance sheet are current receivables in the "other, net" line item of approximately ~~$12.1~~$19.7 million for amounts due to the Company from the refinery for ~~130~~228 MBbls delivered in ~~August~~ to the refinery, and ~~September~~ of ~~2022,~~ ~~a $6.7~~$19.7 million current liability included in the "Account payable" line item for amounts due to the oil supplier for 65228 MBbls of purchased of crude oil from the supplier in the ~~August~~ second half of 2022 and the first quarter of 2023. A $1.9 million payment was received in July for the receivable related to March deliveries.

On January 19, 2022, TransGlobe’s West Gharib, West Bakr and North 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 ~~$6.1~~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 and was recorded as part of the TransGlobe Arrangement. During the fourth quarter of 2022, the Company received $17.2 million. At June 30, 2023, the remaining $50.3 million was recorded on the condensed consolidated balance sheet in current ~~liability included~~receivables in the ~~"Accrued liabilities~~"Other, net" line item. The Company continues to work with the marketing and ~~other"~~scheduling department of EGPC, as well as the Ministry, to establish third party cargoes to pay the back dated receivable as well as allow third party cargoes against current production

For credit losses associated with other receivables, seeallowance for 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.

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As of June 30, 2023, the outstanding VAT receivable balance, excluding the allowance, was approximately $24.3 million ($15.8 million, net to VAALCO). As of June 30, 2023, the exchange rate was XAF 602.552 = $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. The Company is in discussions with the Ministry of Economy and Ministry of Hydrocarbon to obtain a suitable payment plan to address both the back dated VAT and the Government supplied refinery Sogara. VAALCO is in an advanced stage of negotiations for ~~amounts due~~a payment plan resolving this.

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.

The Company estimates the ~~oil supplier~~current expected credit losses based primarily using 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 65not ~~MBbls~~be collected.

The Company has identified the following types of ~~crude oil purchased in~~financial assets that are within the scope of ASU ~~September~~ 2016-~~2022.~~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. During the three months ended June 30, 2023, there was no additional provision recorded.

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. An additional $0.2 million was transferred during the second quarter of 2023. As of June 30, 2023, the Company has established a credit loss allowance for the full $0.5 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 June 30, 2023, the Company recognized an additional $0.5 million related to its Value added tax with Gabon. During the six months ended June 30, 2023, the Company recognized an additional $1.1 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.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
	(in thousands)
Allowance for credit losses and other
Balance at beginning of period	$	(12,832	)	$	(6,135	)	$	(8,704	)	$	(5,741	)
Credit loss charges and other, net of receipts		(680	)		(571	)		(1,615	)		(1,063	)
Cumulative effect of adjustment upon adoption of ASU 2016-13 on January 1, 2023		—			—			(3,120	)		—
Foreign currency gain (loss)		(7	)		317			(80	)		415
Balance at end of period	$	(13,519	)	$	(6,389	)	$	(13,519	)	$	(6,389	)

Crude oil inventory – Crude oil inventories are carried at the lower of cost or net realizable ~~value and~~value. In Gabon, inventories represent the Company's share of crude oil produced and stored, ~~on the FPSO,~~ but unsold at the end of the ~~period and~~period. In Egypt, inventory consists of the Company's entitlement crude oil ~~purchased~~barrels not yet sold. At June 30, 2023, the Company had 206,136 Bbls of crude oil underlift in ~~order~~Egypt. The Company resolved to ~~comply~~sell domestically in the second quarter a proportion of its underlift from the second quarter to ensure an export cargo in August that has now been confirmed with terminal operator. Direct sales to Egypt were higher in the ~~domestic market needs~~second quarter because of this but allows the ~~Republic~~Company to thrash out receivable settlements by way of ~~Gabon.~~offsets against sister EGPC companies that the Company has utilized in the drilling campaign. The export cargo in the third quarter will allow the Company to receive cash offshore and the Company is currently marketing this cargo with several traders.

Prepayments and Other – Included in “Prepayments and other” line item of the Company’s June 30, 2023condensed consolidated balance sheet ~~for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~are ~~$7.9~~$2.5 million of prepayments related to fixed ~~assets.~~assets, $2.7 million of prepayments related to royalties in Gabon, $1.5 million in Gabon and corporate prepaid insurance, $4.0 million related to prepaid fuel in Egypt, $1.9 million in Egyptian advances to contractors, $0.4 million in prepaid Egypt payroll, and $5.1 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~~The amount 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.

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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.

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 ~~effects~~affects 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 ~~February~~October 13, 2022, ~~25,~~~~2021,~~ ~~VAALCO Gabon S.A., a wholly owned~~the 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 Gabon~~TransGlobe 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”) dated~~Arrangement Agreement on ~~November~~July 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~~To allocate the purchase price, the Company developed fair value ~~models with the assistance of outside consultants.~~models. 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 finance lease assets” and the current portion and long-term portion of the lease liabilities for financing leases are reflected in “Finance lease liabilities – current portion” and “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.

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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.

Revenue recognition – The Company's revenues are derived primarily from contracts with customers. Royalties are considered a cost 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 is~~recognized when the Company satisfies a ~~single~~ performance obligation ~~(delivering crude~~by 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 recognition~~customer taking physical possession. VAALCO mainly satisfies its performance obligations at ~~the~~a point in time ~~when~~and 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 is~~obligations 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 apply 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 based on 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.

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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.

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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.”

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~~records as income tax expense the increase or decrease in the value of the government’s allocation of Profit Oil in Gabon 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 ~~our~~the 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).

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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).

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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).

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 ~~our~~the Company's review of the fair value hierarchy, the inputs used in these fair value measurements are considered Level 3 inputs.

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.~~SARs. 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 assets~~cash 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 September 30, 2022									*As of June 30, 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	$	—	$	348	$	—	$	348	Prepayments and other	$	—	$	158	$	—	$	158
		$	—	$	348	$	—	$	348		$	—	$	158	$	—	$	158
Liabilities
SARs liability	Accrued liabilities and other	$	—	$	544	$	—	$	544	Accrued liabilities and other	$	—	$	196	$	—	$	196
		$	—	$	544	$	—	$	544		$	—	$	196	$	—	$	196

`											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	$	—	$	609	$	—	$	609	Accrued liabilities and other	$	—	$	556	$	—	$	556
Derivative liability	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.

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Other comprehensive income – All of the Company’s other comprehensive income arises from the Company'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 June 30, 2023 was 0.738 USD and 0.755, respectively.

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 ~~was~~is effective for ~~all public~~Securities 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 with~~beginning 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 Topic~~Company’s current method and timing of recognizing credit losses is in accordance with ASC 326 ~~Financial Instruments-Credit Losses, Topic~~and is consistent with the previous method of recognizing credit losses, except for ~~815,~~one ~~Derivatives, and Topic~~receivable, which now utilizes the Discounted Cash Flow method for computing its Expected Credit Loss (“ECL”). The Company recorded an ECL allowance of $3.1 million as an opening balance adjustment to retained earnings at ~~825,~~January 1, 2023. See Note 1 ~~Financial Instruments and ASU~~ for further details.

~~No.~~Not ~~2019~~-05 (Yet Adopted“~~ASU~~ ~~2019~~-05~~”): Financial Instruments-Credit Losses (Topic~~ ~~326~~~~) - Targeted Transition Relief. ASU~~ ~~2019~~-04 ~~and ASU~~ ~~2019~~-05 ~~provide certain codification improvements related 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,~~ March 2020,the FASB issued ASU ~~No.~~2020-~~2019~~04,-~~10,~~~~Financial Instruments~~—~~Credit Losses~~ “Reference Rate Reform (Topic ~~326~~848), ~~Derivatives~~” which provides optional expedients and ~~Hedging (Topic~~ ~~815~~),exceptions for applying U.S. GAAP to debt contracts, receivables, leases, derivatives, and ~~Leases (Topic~~ ~~842~~~~): Effective Dates. This amendment deferred~~other contracts impacted by reference rate reform and other transactions affected by the ~~effective~~cessation of the LIBOR. The expiration date of ASU ~~No.~~2020-~~2016~~04 was December 31, 2022.

In December 2022, the FASB issued ASU 2022-1306, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848,” to extend the expiration date of Topic 848 through December 31, 2024. The expedients, if adopted, can be applied prospectively. As the Company implements alternative rates from ~~January 1, 2020~~ LIBOR into the Company's current contracts, it is evaluating whether to ~~January 1, 2023~~ ~~for calendar year end smaller reporting companies, which includes the Company. The Company plans to defer the implementation~~apply any of ~~ASU~~ ~~2016~~-~~13,~~these expedients and, ~~related updates, until~~ ~~January 2023.~~ ~~The Company does~~ ~~not~~ ~~expect a material impact on adoption.~~if elected, will adopt these standards when LIBOR is discontinued.

3. ACQUISITIONS AND DISPOSITIONS

TransGlobe Merger

On October 13, 2022, the Company and AcquireCo completed the previously announced business combination with TransGlobe whereby AcquireCo acquired all of the issued and outstanding common shares of TransGlobe and TransGlobe became a direct wholly owned subsidiary of AcquireCo and an indirect wholly owned subsidiary of the Company pursuant to an arrangement agreement entered into by the Company, AcquireCo and TransGlobe on July 13, ~~2022.~~2022 (the “Arrangement Agreement”).

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At the effective time of the Arrangement and pursuant to the Arrangement Agreement, each common share of TransGlobe issued and outstanding immediately prior to the effective time of the Arrangement (the “TransGlobe common shares”) was converted into the right to receive 0.6727 (the “exchange ratio”) of a share of common stock, par value $0.10 per share, of the Company (“VAALCO common stock,” and each share of VAALCO common stock, a “VAALCO share”). The total number of VAALCO shares issued to TransGlobe’s shareholders was approximately 49.3 million. The Arrangement resulted in VAALCO stockholders owning approximately 54.5%, and TransGlobe shareholders owning approximately 45.5% of the ~~Combined Company,~~combined company (the “Combined Company”), calculated based on vested outstanding shares of each company as of the date of the Arrangement Agreement. ~~The Combined Company results of operations of VAALCO and TransGlobe for the~~ ~~fourth~~ ~~quarter of~~ ~~2022~~ ~~will be included in the Company’s consolidated results for the period ending~~ ~~December 31, 2022.~~

Prior to the Arrangement, TransGlobe was a cash flow-focused oil and gas exploration and development company whose activities were concentrated in the Arab 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 Company is the accounting acquiror. The purchase accounting for the business combination has not been completed.

~~For~~During the three ~~and~~months ended ~~nine~~June 30, 2023 the deferred tax liability in Egypt did not change. During the six months ended ~~September~~June 30, ~~2022~~2023, the deferred tax liability in Egypt was increased by $1.4 million, respectively, 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 six ~~included~~months ended June 30, 2023, and is reflected in VAALCO's condensed consolidated statements of operations in the line, ~~item "Other (expense) income, net" is $6.4~~“Other expense, net”.
The actual impact of the Arrangement was an increase to “Crude oil, natural gas and NGLs sales” of $75.0 million and ~~$7.6~~$1.7 million of “Net income” in the condensed consolidated statements of ~~transactions costs, respectively, associated with~~operations and comprehensive income for the ~~Arrangement with TransGlobe.~~six months ended June 30, 2023. The impact for the three months ended June 30, 2023 was an increase to “Crude oil, natural gas and NGLs sales” of $31.3 million and $(8.0) million of “Net Loss” in the condensed consolidated statements of operations and comprehensive income.

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

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

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.~~

October 13, 2022

Measurement Period Adjustment

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

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Table of Contents

~~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

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
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’s~~a 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 ~~adjusted~~adjustment 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 result~~allocation 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 $7.7~~an initial $10.8 million bargain purchase gain was recognized. AAs a result of the measurement period adjustment, the initial bargain purchase gain ~~of $5.5 million is included in~~ ~~“Other (expense) income, net"~~ ~~under "~~~~Other income (expense)~~~~" in the~~ ~~2021~~ ~~condensed consolidated statements of operations. An income tax benefit of $2.2 million, related~~has 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 attributable~~was due to the ~~increase~~decrease in ~~crude oil~~the share price ~~forecasts~~of VAALCO stock from the ~~date~~time period when the ~~SPA~~arrangement agreement was signed, ~~November 17, 2020,~~July 13, 2022, and the share price at closing, October 13, 2022, while the exchange ratio, of TransGlobe shares converted to VAALCO shares, remained the ~~closing date,~~ ~~February 25, 2021,~~ ~~when the fair value of the reserves associated with the Sasol Acquisition were determined.~~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 $36.9 million and $121.6 million for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~~~, respectively, and $3.3 million and $16.1 million increase to “Net income” in the condensed consolidated statements of operations for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~~~, respectively.~~
~~The impact of the Sasol Acquisition was an increase to “~~~~Crude oil and natural gas sales~~~~” in the condensed consolidated statement of operations of $26.4 million and$58.0 million for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~~~, respectively, and $10.2 million and $20.1 million increase to “Net income” in the condensed consolidated statements of operations for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~~~, respectively.~~
16

~~Table of Contents~~
The unaudited pro forma results presented below have been prepared to give the effect toof the ~~Sasol Acquisition~~TransGlobe Arrangement discussed above on the Company’s results ~~of operations~~ for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022,~~, respectively,~~ as if the ~~Sasol Acquisition~~Arrangement 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 Acquisition~~TransGlobe 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 September 30,

Nine Months Ended September 30,

2021

2021

(in thousands - unaudited)

Pro forma (unaudited)

Crude oil and natural gas sales
$ 55,899 $ 160,469
Operating income
20,030 63,929
Net income
31,721 49,341
(a)

Basic net income loss per share:

Income from continuing operations
$ 0.53 $ 0.85
Net income per share
$ 0.53 $ 0.85
Basic weighted average shares outstanding
58,586 58,102
Diluted net income per share:

Income from continuing operations
$ 0.53 $ 0.84
Net income per share
$ 0.53 $ 0.84
Diluted weighted average shares outstanding
58,916 58,654

Three Months Ended June 30,

Six Months Ended June 30,

2022

2022

(in thousands)

(in thousands)

Pro forma (unaudited):

Crude oil, natural gas and natural gas liquids sales
$ 183,665
(a)
$ 304,792
(a)
Operating income
$ 110,091
(b)
$ 171,518
(d)
Net income
$ 41,818
(c)
$ 72,857
(e)

Basic net income per share:
$ 0.39 $ 0.67
Basic weighted average shares outstanding
108,232 108,121

Diluted net income per share:
$ 0.38 $ 0.67
Diluted weighted average shares outstanding
108,668 108,585

(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 June 30, 2022 reclassifies depreciation expense, 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 ninethree months ended SeptemberJune 30, 20212022 excludes nonrecurringreclassifies interest expense, for certain leases identified as operating leases, as production expense.}
(d)
^{The unaudited pro forma adjustments directly attributableoperating income for the six months ended June 30, 2022 removes the $26.0 million impairment reversal recorded by TransGlobe in 2022, reclassifies depreciation expense, for certain leases identified as operating leases, to production expense and adjusts depreciation, depletion and amortization expense related to the Sasol Acquisition, consisting of a bargaindepletable assets and asset retirement obligations acquired in the arrangement based on the purchase gain of $7.7 million and transaction costs of $1.0 million.price allocation.}
(e)
The unaudited pro forma net income for the six months ended June 30, 2022 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~ 2023and ~~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.

1718
Table of Contents

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 and six months ended June 30, 2023, the Yemen segment did not have a material impact on the Company’s financial position, results of operations, cash flows and related disclosures.

4. SEGMENT INFORMATION

The Company’s operations are based in Gabon, Egypt, and Canada, and the Company has an undeveloped block in Equatorial Guinea. Each of the Company’s ~~two~~ 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 as well as long-lived assets and segment assets at ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021~~ 2022are as follows:

Three Months Ended September 30, 2022

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil and natural gas sales
$ 78,097 $ — $ — $ 78,097
Operating costs and expenses:

Production expense
22,828 484 — 23,312
FPSO demobilization
8,867 — — 8,867
Exploration expense
56 — — 56
Depreciation, depletion and amortization
8,940 — 23 8,963
General and administrative expense
915 120 944 1,979
Bad debt expense and other
681 339 — 1,020
Total operating costs and expenses
42,287 943 967 44,197
Other operating expense, net
— — — —
Operating income
35,810 (943 ) (967 ) 33,900
Other income (expense):

Derivative instruments loss, net
— — 3,778 3,778
Interest (expense) income, net
(351 ) — 117 (234 )
Other (expense) income, net
(1,305 ) 1 (6,403 ) (7,707 )
Total other expense, net
(1,656 ) 1 (2,508 ) (4,163 )
Income from continuing operations before income taxes
34,154 (942 ) (3,475 ) 29,737
Income tax (benefit) expense
25,415 — (2,572 ) 22,843
Income from continuing operations
8,739 (942 ) (903 ) 6,894
Loss from discontinued operations, net of tax
— — (26 ) (26 )
Net income
$ 8,739 $ (942 ) $ (929 ) $ 6,868
Consolidated capital expenditures
$ 51,610 $ — $ 53 $ 51,663
18

~~Table of Contents~~

Nine Months Ended September 30, 2022

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil and natural gas sales
$ 257,738 $ — $ — $ 257,738
Operating costs and expenses:

Production expense
66,269 878 — 67,147
FPSO demobilization
8,867 — — 8,867
Exploration expense
250 — — 250
Depreciation, depletion and amortization
21,766 — 61 21,827
General and administrative expense
2,073 329 8,105 10,507
Bad debt expense and other
1,744 339 — 2,083
Total operating costs and expenses
100,969 1,546 8,166 110,681
Other operating expense, net
(5 ) — — (5 )
Operating income
156,764 (1,546 ) (8,166 ) 147,052
Other income (expense):

Derivative instruments loss, net
— — (37,522 ) (37,522 )
Interest (expense) income, net
(515 ) — 160 (355 )
Other (expense) income, net
(2,799 ) (1 ) (7,714 ) (10,514 )
Total other expense, net
(3,314 ) (1 ) (45,076 ) (48,391 )
Income from continuing operations before income taxes
153,450 (1,547 ) (53,242 ) 98,661
Income tax (benefit) expense
74,671 1 (10,205 ) 64,467
Income from continuing operations
78,779 (1,548 ) (43,037 ) 34,194
Loss from discontinued operations, net of tax
— — (58 ) (58 )
Net income
$ 78,779 $ (1,548 ) $ (43,095 ) $ 34,136
Consolidated capital expenditures
$ 121,492 $ — $ 120 $ 121,612

Three Months Ended June 30, 2023

(in thousands)

Gabon

Egypt

Canada

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil, natural gas and natural gas liquids sales
$ 77,924 $ 21,308 $ 10,008 $ — $ — $ 109,240
Operating costs and expenses:

Production expense
23,931 11,089 3,255 386 (57 ) 38,604
FPSO Demobilization - Norms Waste Disposal
5,647 — — — — 5,647
Exploration expense
43 14 — — — 57
Depreciation, depletion and amortization
19,457 13,757 4,747 — 42 38,003
General and administrative expense
318 202 — 87 4,788 5,395
Credit losses and other
518 — — 162 — 680
Total operating costs and expenses
49,914 25,062 8,002 635 4,773 88,386
Other operating income (expense), net
(62 ) (241 ) — — — (303 )
Operating income
27,948 (3,995 ) 2,006 (635 ) (4,773 ) 20,551
Other income (expense):

Derivative instruments loss, net
— — — — 31 31
Interest (expense) income, net
(1,376 ) (503 ) — — 176 (1,703 )
Other (expense) income, net
(619 ) — 1 — 81 (537 )
Total other expense, net
(1,995 ) (503 ) 1 — 288 (2,209 )
Income (loss) from continuing operations before income taxes
25,953 (4,498 ) 2,007 (635 ) (4,485 ) 18,342
Income tax (benefit) expense
16,251 4,261 — — (8,924 ) 11,588
Income (loss) from continuing operations
9,702 (8,759 ) 2,007 (635 ) 4,439 6,754
Loss from discontinued operations, net of tax
— — — — (2 ) (2 )
Net income (loss)
$ 9,702 $ (8,759 ) $ 2,007 $ (635 ) $ 4,437 $ 6,752
Consolidated capital expenditures
$ 1,375 $ 8,526 $ 6,491 $ — $ 36 $ 16,427

19
Table of Contents

Three Months Ended September 30, 2021

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil and natural gas sales
$ 55,899 $ — $ — $ 55,899
Operating costs and expenses:

Production expense
24,967 229 12 25,208
Exploration expense
479 — — 479
Depreciation, depletion and amortization
6,953 — 17 6,970
General and administrative expense
394 42 2,504 2,940
Bad debt expense and other
318 — — 318
Total operating costs and expenses
33,111 271 2,533 35,915
Other operating expense, net
46 — — 46
Operating income
22,834 (271 ) (2,533 ) 20,030
Other income (expense):

Derivative instruments loss, net
— — (5,147 ) (5,147 )
Interest (expense) income, net
— — 3 3
Other (expense) income, net
(318 ) (1 ) (9 ) (328 )
Total other expense, net
(318 ) (1 ) (5,153 ) (5,472 )
Income from continuing operations before income taxes
22,516 (272 ) (7,686 ) 14,558

Income tax (benefit) expense
839 — (18,022 ) (17,183 )
Income from continuing operations
21,677 (272 ) 10,336 31,741
Loss from discontinued operations, net of tax
— — (20 ) (20 )
Net income
$ 21,677 $ (272 ) $ 10,316 $ 31,721
Consolidated capital expenditures ⁽¹⁾
$ 6,696 $ — $ — $ 6,696
(1~~)    Excludes assets acquired in the Sasol acquisition.~~

Nine Months Ended September 30, 2021

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil and natural gas sales
$ 142,696 $ — $ — $ 142,696
Operating costs and expenses:

Production expense
57,478 261 21 57,760
Exploration expense
1,286 — — 1,286
Depreciation, depletion and amortization
16,860 — 68 16,928
General and administrative expense
885 244 11,092 12,221
Bad debt expense and other
814 — — 814
Total operating costs and expenses
77,323 505 11,181 89,009
Other operating expense, net
(87 ) — (353 ) (440 )
Operating income
65,286 (505 ) (11,534 ) 53,247
Other income (expense):

Derivative instruments loss, net
— — (21,070 ) (21,070 )
Interest (expense) income, net
— — 9 9
Other (expense) income, net
6,854 (2 ) (2,764 ) 4,088
Total other expense, net
6,854 (2 ) (23,825 ) (16,973 )
Income from continuing operations before income taxes
72,140 (507 ) (35,359 ) 36,274
Income tax (benefit) expense
10,318 1 (21,591 ) (11,272 )
Income from continuing operations
61,822 (508 ) (13,768 ) 47,546
Loss from discontinued operations, net of tax
— — (72 ) (72 )
Net income
$ 61,822 $ (508 ) $ (13,840 ) $ 47,474
Consolidated capital expenditures ⁽¹⁾
$ 10,993 $ — $ — $ 10,993
(1~~)    Excludes assets acquired in the Sasol acquisition.~~

Six Months Ended June 30, 2023

(in thousands)

Gabon

Egypt

Canada

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil, natural gas and natural gas liquids sales
$ 114,661 $ 56,092 $ 18,890 $ — $ — $ 189,643
Operating costs and expenses:

Production expense
38,346 22,199 5,509 748 2 66,804
FPSO Demobilization - Norms Waste Disposal
5,647 — — — — 5,647
Exploration expense
51 14 — — — 65
Depreciation, depletion and amortization
29,302 24,552 8,458 — 108 62,420
General and administrative expense
936 381 — 216 9,086 10,619
Credit losses and other
1,453 — — 162 — 1,615
Total operating costs and expenses
75,735 47,146 13,967 1,126 9,196 147,170
Other operating income, net
(62 ) (241 ) — — — (303 )
Operating income (loss)
38,864 8,705 4,923 (1,126 ) (9,196 ) 42,170
Other income (expense):

Derivative instruments gain, net
— — — — 52 52
Interest (expense) income, net
(2,883 ) (1,311 ) (4 ) — 249 (3,949 )
Other income (expense), net
(102 ) — 1 (1 ) (1,575 ) (1,677 )
Total other expense, net
(2,985 ) (1,311 ) (3 ) (1 ) (1,274 ) (5,574 )
Income (loss) from continuing operations before income taxes
35,879 7,394 4,920 (1,127 ) (10,470 ) 36,596
Income tax expense (benefit)
22,829 9,253 — — (5,723 ) 26,359
Income (loss) from continuing operations
13,050 (1,859 ) 4,920 (1,127 ) (4,747 ) 10,237
Loss from discontinued operations, net of tax
— — — — (15 ) (15 )
Net income (loss)
$ 13,050 $ (1,859 ) $ 4,920 $ (1,127 ) $ (4,762 ) $ 10,222
Consolidated capital expenditures
$ 5,064 $ 20,097 $ 16,656 $ — $ 36 $ 41,852

20
Table of Contents

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Long-lived assets from continuing operations:

As of September 30, 2022
$ 184,484 $ 10,000 $ 227 $ 194,711
As of December 31, 2021
$ 84,156 $ 10,000 $ 168 $ 94,324

Three Months Ended June 30, 2022

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil and natural gas sales
$ 110,985 $ — $ — $ 110,985
Operating costs and expenses:

Production expense
25,360 175 (60 ) 25,475
Exploration expense
67 — — 67
Depreciation, depletion and amortization
8,173 — 18 8,191
General and administrative expense
565 110 2,859 3,534
Bad debt expense and other
571 — — 571
Total operating costs and expenses
34,736 285 2,817 37,838
Other operating income (expense), net
— — — —
Operating income
76,249 (285 ) (2,817 ) 73,147
Other income (expense):

Derivative instruments loss, net
— — (9,542 ) (9,542 )
Interest (expense) income, net
(158 ) — 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
— — (20 ) (20 )
Net income
$ 38,812 $ (287 ) $ (23,421 ) $ 15,104
Consolidated capital expenditures (1)
$ 38,102 $ — $ 67 $ 38,169

Six Months Ended June 30, 2022

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Revenues:

Crude oil and natural gas sales
$ 179,641 $ — $ — $ 179,641
Operating costs and expenses:

Production expense
43,441 394 — 43,835
Exploration expense
194 — — 194
Depreciation, depletion and amortization
12,826 — 38 12,864
General and administrative expense
1,158 209 7,161 8,528
Credit losses and other
1,063 — — 1,063
Total operating costs and expenses
58,682 603 7,199 66,484
Other operating income (expense), net
(5 ) — — (5 )
Operating income
120,954 (603 ) (7,199 ) 113,152
Other income (expense):

Derivative instruments loss, net
— — (41,300 ) (41,300 )
Interest (expense) income, net
(164 ) — 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
— — (32 ) (32 )
Net income
$ 70,040 $ (606 ) $ (42,166 ) $ 27,268
Consolidated capital expenditures (1)
$ 69,882 $ — $ 67 $ 69,949
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(in thousands)

Gabon

Egypt

Canada

Equatorial Guinea

Corporate and Other

Total

Long-lived assets from continuing operations:

As of June 30, 2023
$ 193,501 $ 165,813 $ 111,677 $ 10,000 $ 749 $ 481,740
As of December 31, 2022 (1)
213,204 $ 168,012 $ 103,263 $ 10,000 $ 793 $ 495,272
(1) - Includes assets acquired in the TransGlobe acquisition

(in thousands)

Gabon

Equatorial Guinea

Corporate and Other

Total

Gabon

Egypt

Canada

Equatorial Guinea

Corporate and Other

Total

Total assets from continuing operations:

As of September 30, 2022
$ 313,746 $ 10,689 $ 70,338 $ 394,773
As of December 31, 2021
$ 201,748 $ 10,548 $ 50,794 $ 263,090
As of June 30, 2023
$ 384,554 $ 270,653 $ 118,604 $ 11,144 $ 44,058 $ 829,013
As of December 31, 2022 (1)
395,393 $ 293,640 $ 110,071 $ 10,861 $ 45,676 $ 855,641
(1) - Includes assets acquired in the TransGlobe acquisition

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 was previously party to a COSPA with ExxonMobil Sales and Supply LLC (“Exxon”) that covered sales from February 2020 through July 2022 with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors. This COSPA has been terminated.

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.

~~During~~For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~ 2023~~and~~ ~~2021~~~~, revenues from sales of crude oil to Exxon were 100% of the Company’s total revenues from customers for the period of~~ ~~January 2021~~ ~~through~~ ~~July 2022~~ ~~and revenues from~~ sales of crude oil to Glencore ~~were~~made up 100% of Etame revenues. For the three and six months ended June 30, 2022, sales of crude oil to ExxonMobil Sales and Supply LLC made up 100% of Etame revenues. For the three months ended June 30,2023, the EGPC covered 100% of the Company's crude oil sales in Egypt. For the six months ended June 30, 2023, Mercuria covered 100% of the Company’s ~~total~~crude oil sales in Egypt in the first quarter, while the EGPC covered 100% of sales in the second quarter. For the three and six months ended June 30, 2023, revenues ~~from~~in Canada were concentrated in three separate customers. These customers ~~for~~were Plains Midstream (50.9%), AltaGas (19.1%), and PetroGas Energy (18.60%). Concentrations of accounts receivable are similar to the ~~period of~~ ~~August~~ ~~through~~ ~~September 2022.~~revenue percentages.

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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 September 30,

Nine Months Ended September 30,

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

2023

2022

2023

2022

(in thousands)

(in thousands)

Net income (numerator):

Income from continuing operations
$ 6,894 $ 31,741 $ 34,194 $ 47,546
Net income (loss) (numerator):

Income (loss) from continuing operations
$ 6,754 $ 15,124 $ 10,237 $ 27,300
Income from continuing operations attributable to unvested shares
(75 ) (404 ) (457 ) (755 ) (27 ) (229 ) (15 ) (381 )
Numerator for basic
6,819 31,337 33,737 46,791 6,727 14,895 10,222 26,919
Reallocation of earnings to participating securities for considering dilutive securities
— — 3 —
Loss from continuing operations attributable to unvested shares
— 1 (41 ) 2
Numerator for dilutive
$ 6,819 $ 31,337 $ 33,740 $ 46,791 $ 6,727 $ 14,896 $ 10,181 $ 26,921

Loss from discontinued operations, net of tax
$ (26 ) $ (20 ) $ (58 ) $ (72 ) $ (2 ) $ (20 ) $ (15 ) $ (32 )
Income from discontinued operations attributable to unvested shares
— — 1 1
Loss from discontinued operations attributable to unvested shares
— — — —
Numerator for basic
(26 ) (20 ) (57 ) (71 ) (2 ) (20 ) (15 ) (32 )
Reallocation of earnings to participating securities for considering dilutive securities
— — — —
(Income) loss from discontinued operations attributable to unvested shares
— — — —
Numerator for dilutive
$ (26 ) $ (20 ) $ (57 ) $ (71 ) $ (2 ) $ (20 ) $ (15 ) $ (32 )

Net Income
$ 6,868 $ 31,721 $ 34,136 $ 47,474
Net income (loss)
$ 6,752 $ 15,104 $ 10,222 $ 27,268
Net income attributable to unvested shares
(75 ) (404 ) (456 ) (754 ) (27 ) (229 ) (56 ) (381 )
Numerator for basic
6,793 31,317 33,680 46,720 6,725 14,875 10,166 26,887
Reallocation of earnings to participating securities for considering dilutive securities
— — 3 —
Net (income) loss attributable to unvested shares
27 1 41 2
Numerator for dilutive
$ 6,793 $ 31,317 $ 33,683 $ 46,720 $ 6,752 $ 14,876 $ 10,125 $ 26,889

Weighted average shares (denominator):

Basic weighted average shares outstanding
59,068 58,586 58,900 58,102 106,965 58,925 107,175 58,814
Effect of dilutive securities
382 330 435 552 648 436 875 464
Diluted weighted average shares outstanding
59,450 58,916 59,335 58,654 107,613 59,361 108,050 59,278
Stock options and unvested restricted stock grants excluded from dilutive calculation because they would be anti-dilutive
388 138 195 282 431 251 238 154

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 Company’s most significant customers” for further discussion.

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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 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.
Customer sales generally occur on a monthly basis when the customer’s tanker arrives at the ~~FPSO~~FSO 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 imbalances as a reduction in reserves. The~~sales based on the Company’s working interest, less royalties. Imbalances are valued based on the actual sales proceeds. Historically, 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~~about 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.

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 the 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.
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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 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 ~~$28.1~~ $16.7 million foreign income tax payable as of ~~September~~June 30, ~~2022~~2023. related to Gabon. As of December 31, ~~2021,~~2022, the Company had a foreign taxes ~~payable attributable to this obligation~~receivable 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.

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

2023

2022

2023

2022

(in thousands)

Revenue from customer contracts:

Revenues from customer contracts:

(in thousands)

Sales under the COSPA or COSMA
$ 87,661 $ 42,056 $ 289,290 $ 136,693 $ 87,478 $ 125,143 $ 130,079 $ 201,629
Other items reported in revenue not associated with customer contracts:

Gabonese government share of Profit Oil taken in-kind
— 20,103 — 20,103
Carried interest recoupment
2,360 1,794 5,843 5,948 2,212 2,371 2,212 3,483
Royalties
(11,924 ) (8,054 ) (37,395 ) (20,048 ) (11,766 ) (16,529 ) (17,630 ) (25,471 )
Crude oil and natural gas sales
$ 78,097 $ 55,899 $ 257,738 $ 142,696
Net revenues
$ 77,924 $ 110,985 $ 114,661 $ 179,641
Egypt
Revenues from sales in Egypt are generally made through direct sales to EGPC or through contracts with customers pursuant to COSPAs 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.
Customer sales generally occur daily 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 the EGPC storage facility, and the Company has elected to sell domestically to EGPC. When sales are made through a 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.
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Egypt production is based on Dated Brent prices, less a quality differential (currently around 4.9%) and is shared with the Egyptian government through the PSCs and their government take. 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 production (take)will 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 because of direct marketing to international purchasers. Depending on the Company's assessment of the credit of crude oil cargo buyers, customers 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 one to two months from delivery.
In some instances, TPI will borrow or loan production volumes 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 June 30,

Six Months Ended June 30,

2023

2023

Revenues from customer contracts:

(in thousands)

Gross sales
$ 50,201 $ 104,822
Royalties
(28,892 ) (48,232 )
Selling costs
(1 ) (498 )
Net revenues
$ 21,308 $ 56,092
Canada
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. 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 to 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 revenue net of royalties.
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Table of Contents
Customer sales generally occur daily 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 types 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 June 30,

Six Months Ended June 30,

2023

2023

Revenues from customer contracts:

(in thousands)

Oil revenue
$ 8,325 $ 14,979
Gas revenue
703 1,661
NGL revenue
1,885 4,348
Royalties
(905 ) (2,098 )
Net revenues
$ 10,008 $ 18,890

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 September 30, 2022
As of December 31, 2021

As of June 30, 2023

As of December 31, 2022

(in thousands)

(in thousands)

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

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

Wells, platforms and other production facilities
$ 556,973 $ 488,756 $ 1,446,801 $ 1,406,888
Work-in-progress
60,749 13,515 — —
Undeveloped acreage
23,735 23,735 54,346 56,251
Equipment and other
28,641 23,478 43,835 38,796
670,098 549,484 1,544,982 1,501,935
Accumulated depreciation, depletion, amortization and impairment
(475,387 ) (455,160 ) (1,063,242 ) (1,006,663 )
Net crude oil and natural gas properties, equipment and other
$ 194,711 $ 94,324
Net crude oil, natural gas and NGLs properties, equipment and other
$ 481,740 $ 495,272

~~Extension of Term of~~ 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 implementing~~a Presidential Decree ~~from the government of Gabon authorizing~~for an extension ~~for additional years~~ (“PSC Extension”) to the Etame Consortium to operate in the Etame Marin block. The PSC Extension extends the term to operate until September 17,2028. The PSC Extension also grants the Etame Consortium the right for two additional extension periods of five years each. 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 extended the term for each of the three exploitation areas in the Etame Marin block for a period of~~ ~~ten~~ ~~years with effect from~~ ~~September~~ ~~17,~~~~2018,~~ ~~the effective date of the PSC Extension, with~~ ~~two~~ ~~five-year options to extend the PSC.~~

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%.

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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 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 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 of royalty on 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 the Company's PSCs.
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
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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 Government of Equatorial Guinea'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 Government of Equatorial Guinea'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.

There was no triggering event in the three ~~and~~ ~~nine~~months ended ~~September~~June 30, ~~2022~~ 2023that 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 the~~prices from ~~third~~June 30, 2023 ~~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 the Company's appointment as the operator ~~for~~of 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 ~~in the event that~~to Compania Nacional de Petroleos de Guinea Ecuatorial, (“GEPetrol”) if 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 ~~would increase~~increased to 45.9% ~~once~~when the EG MMH ~~approves a new~~approved the fourth amendment to the production sharing contract. As In February of ~~September 30, 2022~~2023,, the Company ~~had $10.0~~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 the Company's future payment to GEPetrol to $6.8 million ~~recorded for the book value~~at first commercial production of the ~~undeveloped leasehold costs associated with~~Block.
The Company has completed a feasibility study of the ~~Block P license. On~~ ~~July 15, 2022~~ ~~VAALCO, on behalf~~development concept of ~~itself and Guinea Ecuatorial de Petroleós (“GEPetrol”), submitted to the EG MMH a plan of development for~~ the Venus ~~development in~~discovery on Block P. ~~The other Block P joint venture owner, Atlas Petroleum International Limited, did~~ ~~not~~ ~~participate in the submission.~~ On September ~~26,~~16, 2022, the EG MMH approved the submitted plan of development. Final documents to ~~effect~~affect the plan of development are subject to EG MMH ~~approval~~approval. The 2023 budget for the plan was delivered on October 12, 2022 to the MMH and ~~are under negotiations among~~was approved effective November 16, 2022. In March 2023, Atlas voted to participate in the Venus Development. Amendment 5 of the PSC was approved by all ~~parties.~~parties in March 2023 with updated participating interest. Execution of the Venus development 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 June 30, 2023, the Company had $10.0 million recorded for the book value of the undeveloped leasehold costs associated with the Block P license.
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Gabon

As a result of the PSC ~~Extension~~extension 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 ~~the~~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 ~~September~~June 30, ~~2022~~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 June 30, 2023, the undeveloped leasehold costs for Egypt was $13.9 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022.

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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.~~contracts as of June 30, 2023:

Settlement Period

Type of Contract

Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

Type of Contract
Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

(Bbls)

(per Bbl)

(per Bbl)

(Bbls)

(per Bbl)

(per Bbl)

October 2022 to December 2022

Collars

Dated Brent
109,000 $ 70.00 $ 122.00
July 2023 - September 2023
Collars
Dated Brent
95,000 $ 65.00 $ 96.00

While these derivative 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.~~purposes. 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 Company has not yet drawn down on its available facility.

The derivative 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 derivative 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.

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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 September 30,

Nine Months Ended September 30,

Three Months Ended June 30,

Six Months Ended June 30,

Derivative Item

Statement of Operations Line

2022

2021

2022

2021

Statements of Operations Line

2023

2022

2023

2022

(in thousands)
(in thousands) (in thousands)
Commodity derivatives

Cash settlements paid on matured derivative contracts, net
$ (9,124 ) $ (4,186 ) $ (42,683 ) $ (10,189 )
Cash settlements paid on matured derivative contracts, net
$ (4 ) $ (21,059 ) $ (63 ) $ (33,559 )

Unrealized gain (loss)
12,902 (961 ) 5,161 (10,881 )
Unrealized gain (loss)
35 11,517 115 (7,741 )

Derivative instruments gain (loss), net
$ 3,778 $ (5,147 ) $ (37,522 ) $ (21,070 )
Derivative instruments gain (loss), net
$ 31 $ (9,542 ) $ 52 $ (41,300 )

~~Subsequent Event~~
On ~~October 26, 2022,~~ ~~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
January 2023 to March 2023

Collars

Dated Brent

101,000

$ 65.00

$ 120.00
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9. CURRENT ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other balances were comprised of the following:

As of September 30, 2022

As of December 31, 2021

As of June 30, 2023

As of December 31, 2022

(in thousands)

(in thousands)

Accrued accounts payable invoices
$ 21,703 $ 11,967 $ 21,480 $ 28,360
FPSO demobilization
8,867 —
Gabon DMO, PID and PIH obligations
10,803 9,465 12,782 10,509
Derivative liability - crude oil swaps
— 4,806
Capital expenditures
26,516 11,327 19,770 26,618
Stock appreciation rights – current portion
544 609 32 570
Accrued wages and other compensation
2,676 2,124 2,726 8,161
ARO Obligation
6,701 6,745 5,729 306
Egypt modernization payments
9,373 9,933
Excess cost oil payable
8,099 —
Other
5,338 2,401 4,113 6,935
Total accrued liabilities and other
$ 83,148 $ 49,444 $ 84,104 $ 91,392

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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 (prior to the decommissioning of the FPSO Nautipa which occurred in February 2023), and the estimate used for this purpose is approximately $81.3 million ($~~47.9~~47.8 million, net to VAALCO) on an undiscounted basis. The abandonment estimate was presented to the Gabonese Directorate of Hydrocarbons as required by the Etame PSC. ~~Through~~At ~~September~~ June 30, 2023~~30,~~~~2022,~~ ~~$32.0~~, the balance of the abandonment fund was $10.7 million ($~~18.8~~6.3 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.

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~~ ofIn the ~~six~~first ~~member states. The U.S. dollars were converted~~quarter of 2023, the Directorate of Hydrocarbons in Gabon approved a $26.6 million ($15.6 million, net to ~~local currency with a credit back to the Gabonese branch. During the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022,~~ ~~the Company recorded a $1.3 million and $3.0 million foreign currency loss, respectively,~~VAALCO) abandonment funding payment associated with the ~~abandonment funding account. During the~~FPSO retirement. The Company received payment of $15.6 million in ~~three~~March 2023. No ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~the Company recorded a $0.6 million and a $1.1 million foreign currency loss, respectively, associated with~~activity was noted in the abandonment funding ~~account. In~~account during the ~~December 2021,~~ second~~as part~~ quarter 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,~~2023. ~~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 the Company will resume its 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 were made, and the charter was extended through September 2022. On September 9, 2022, the Company signed an addendum to the FPSO contract which extended the use of the FPSO through October 4, 2022 and ratified certain decommissioning and demobilization items associated with exiting the contract.

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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 on a gross basis, $8.9 million net to VAALCO Gabon. The Company ~~obtained guarantees from each~~relinquished control over the FPSO in the fourth quarter of 2022. VAALCO and the owners of the FPSO are negotiating a final settlement of amounts owed to each other and will settle on the Company’s ~~joint venture owners for their respective shares~~restricted cash balances associated with the FPSO. In the second quarter of 2023, it was determined that there was more waste than anticipated connected to the FPSO from VAALCO's usage. As such, VAALCO incurred an additional $5.6 million in decommissioning fees, which was reported as a separate line item on the income statement.
During the second quarter of 2023, the Joint Operating Group were informed by BW Offshore the supplier of the ~~payments under~~former FPSO that waste disposal of naturally occurring radioactive material was present in the ~~charter.~~ final volumes and tanks on the vessel as is typical. The JOA have an obligation to lift and properly dispose of this waste. The Company has provided for an accrual for the collection and disposal of the waste via tank cleaning activities that will occur in September and October 2023. The cost is expected to be around $9.6 million gross ($5.6 million net to VAALCO).

The FPSO charter payment includes a $0.93 per barrel charter fee for production up to 20,000 barrels of crude oil per day and a $2.50 per barrel charter fee for those barrels produced in excess of 20,000 barrels of crude oil per day.
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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 for~~audit 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~~ ~~one~~results 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,~~ the Company 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 required a prepayment of $2 million gross, $1.3 million net to the Company, in ~~2021~~ ~~and $5 million gross, $3.2 million net to the Company, in~~ ~~2022~~ of which $6 million will be recovered against future rentals. Current total block level field conversion estimates are $70 to $86 million gross, $45 to $55 million net to the Company. The FSO Agreements contain purchase provisions and termination provisions.findings. The Company ~~currently believes~~does not anticipate that ~~all~~the ultimate outcome of this audit will have a material effect on the ~~associated engineering, long-lead equipment and significant contracts are proceeding in-line with the anticipated timelines and expected delivery schedules for the deployment~~Company’s financial condition, results of ~~the FSO. On~~ ~~October 19, 2022,~~ ~~the vessel is on location at the Etame Marin block and the Company has issued its final acceptance certificate of the FSO.~~operations or liquidity.

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, 2022~~May 9, 2023, the ~~Company paid~~Company's board of directors declared a quarterly cash dividend of ~~$0.0325~~$0.0625 per common share, ~~of common stock~~ which was paid onJune 23, 2023to ~~the~~ stockholders of record at the close of business on May ~~February 18, 2022~~24. , 2023.On ~~June 24, 2022~~August 9, 2023, the ~~Company paid~~Company's board of directors declared a quarterly cash dividend of ~~$0.0325~~$0.0625 per common share ~~of common stock~~ to ~~the~~be paid on September 22, 2023to stockholders of record at the close of business on ~~May~~August 25, ~~2022~~.2023. On
In connection with the RBL facility, discussed in Note ~~September 23, 2022~~, 11 to the Financial Statements, the Company ~~paid~~is required to provide a ~~quarterly~~ cash ~~dividend~~flow projection prior to any distribution, share buyback, or stock repurchase. If a group liquidity test is above the required ratio outlined in the RBL facility agreement, and no event of ~~$0.0325 per share of common~~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 to make distributions, buyback shares, or repurchase stock. For the ~~stockholders of record at~~six months ended June 30, 2023, no specific approval or waivers were required for the ~~close of business on~~ ~~August 25, 2022~~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~~considering various factors, including current financial condition, the tax impact of repatriating cash, operating results and current and anticipated cash needs.

~~Other contractual commitments~~
In ~~June 2021,~~ ~~the Company entered into a short-term agreement with an affiliate of Borr Drilling Limited to drill a minimum of~~ ~~three~~ ~~wells with options to drill additional wells. Upon completion of the ETBSM~~ ~~1HB~~-~~ST2~~ ~~well, the commitment to Borr Drilling Limited was satisfied. The Company has exercised its options to extend its contract for the existing rig and expects to release the rig in~~ ~~November~~ ~~2022.~~
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~~Subsequent Event~~Share Buyback Program
On ~~October 31, 2022,~~ ~~the Company announced a quarterly cash dividend of~~ ~~$0.0325~~ ~~per share of common stock for the~~ ~~fourth~~ ~~quarter of 2022 which is payable~~ ~~December 22, 2022~~~~to stockholders of record at the close of business on~~ ~~November 22, 2022~~.
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.

On November 1, 2022, the Company announced that the Company’s ~~newly-expanded~~ board of directors formally ratified and approved ~~the~~a share buyback ~~program that was announced on~~ ~~August 8, 2022~~ ~~in conjunction with the Company’s business combination with TransGlobe.~~program. The board of directors also directed management to implement a Rule 10b5-1 trading plan (the ~~“Plan”~~“10b5-1 Plan”) to facilitate share purchases through open market purchases, ~~privately-negotiated~~privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The 10b5-1Plan provides for an aggregate purchase of currently outstanding common stock up to $30 million over up to 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.
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The following table shows the repurchases of equity securities related to the share repurchase program after March 31, 2023 through June 30, 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 $ 4.94 303,969 $ 21,003,245
May 1, 2023 - May 31, 2023
362,843 $ 4.14 362,843 $ 19,502,740
June 1, 2023 - June 30, 2023
494,164 $ 4.05 494,164 $ 17,504,007
Total
1,160,976 1,160,976
The following table shows the repurchases of equity securities related to the share repurchase program after June 30, 2023 throughAugust 4, 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

July 1, 2023 - July 31, 2023

505,720

$3.96

505,720

$15,504,180

August 1, 2023 - August 4, 2023

98,411

$4.29

98,411

$15,082,133

Total

604,131

604,131

The actual timing number and value of shares repurchased under the share buyback program will depend on ~~a number of~~several 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 condition's 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 $26.8 million at June 30, 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 $17.5 million was recorded in "Other long-term liabilities".
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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 June 30, 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 because 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 June 30, 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 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 Sogara 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 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 November 2022, a receivable from Sogara became past due and the Company has not received payments. At June 30, 2023, the amount due to the Company from the refinery is $19.7 million. A separate credit loss of $3.1 million has been provided for. 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 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 receivable owed to it for both the VAT receivable and receivable under the oil supply arrangement, but the terms of recovery have not fully been finalized.

11. DEBT

As of ~~September~~June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had no 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 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.

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 ~~redetermined~~re-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).

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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 ~~September~~June 30, ~~2022~~2023, the Company's borrowing base was $50.0 million. The amount the Company ~~is able to~~can borrow with respect to the borrowing base is subject to compliance with the financial covenants and other provisions of the Facility Agreement. Regarding the requirement, the Company must 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 ~~September~~June 30, ~~2022~~2023, the Company was in compliance with all other debt covenants and 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”).

Deferred financing costs incurred in connection with securing the Facility were ~~$1.4~~$1.7 million, ~~$1.5~~($2.1 million net of accumulated amortization of ~~$0.1 million,~~$0.4 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.

~~Subsequent Event~~ATB Facility

In connection with the Arrangement with TransGlobe in October 2022, and prior to the effective time of the Arrangement, TransGlobe repaid in full all outstanding obligations and liabilities ~~owned~~owed under TransGlobe’s credit facility with ATB Financial (the "ATB Facility"), representing approximately ~~CAD$4.1~~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.

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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.

Operating leases

The Company is currently a party to several operating lease agreements for the corporate office, rental of marine vessels and equipment and a drilling rig used in the ~~FPSO.~~Company’s Egyptian operations. The duration for these agreements ranges from 95 to 3021 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 marine vessels, 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.~~
On ~~September 9, 2022,~~ ~~the Company entered into an addendum to the FPSO contract which extends the contract from~~ ~~September 2022~~ ~~through~~ ~~October 4, 2022~~ ~~and sets forth both the Company’s and lessor's rights and obligations with respect to demobilization and decommissioning. Under ASC~~ ~~842,~~ ~~the Company was required to reassess the lease for lease classification at the time the Company entered into the amendment. Accordingly, the Company assessed the lease as a short-term lease.~~
The 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.

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Table of Contents
Financing leases

The Company is currently a party to several financing lease agreements for the FSO and generators used in the operations of the Etame Marin ~~block.~~ Onblock and for equipment, offices and vehicles used in the operations of Canada and Egypt. The duration for these agreements ranges from 4 to ~~February 15, 2022,~~ 111 months. In some cases, the lease contracts require the Company ~~signed a contract~~to make payments both for ~~a finance~~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 ~~generators and related parts.~~ ~~The~~ ~~related~~ ROU ~~asset~~assets and lease ~~liability was recorded on~~liabilities. Payments for the operations and maintenance services are considered non-lease components and are not included in calculating the ROU assets and lease ~~commencement date of~~ ~~February 15, 2022.~~ ~~The remaining minimum duration for this lease is 59 months as of~~ ~~September 30, 2022.~~
In ~~August 2021,~~ ~~the Company signed the FSO agreements to lease a FSO to replace the current FPSO whose term ended in~~ ~~October 2022.~~ ~~Under the terms 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 arrived on location in the Etame Marin block in~~ ~~August 2022.~~ On ~~October 19, 2022,~~ ~~the Company signed the final acceptance certificate at which time control of the vessel transferred to the Company.~~liabilities.

All leases

For all leases that contain an option to extend the initial lease term, the Company has evaluated whether it is reasonably certain that the Company will extend the lease beyond the initial lease term. When the Company believes it is reasonably certain it will utilize these leased assets beyond the initial lease term, those payments have been included in the calculation of 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.

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For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022, the components of the lease costs and the supplemental information were as follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2023

2022

2023

2022

Lease cost:

(in thousands)

Finance lease cost (1)
$ 97 $ — $ 261 $ — $ 4,115 $ 98 $ 8,480 $ 164
Operating lease cost
2,547 4,386 11,008 13,266 339 4,265 922 8,461
Short-term lease cost (2)
3,115 585 4,328 1,828 1,660 199 3,020 1,213
Variable lease cost (3)
1,264 1,584 4,511 4,645 — 1,909 — 3,247
Total lease expense
7,023 6,555 20,108 19,739 6,114 6,471 12,422 13,085
Lease costs capitalized
1,877 — 3,300 — 7 651 55 1,423
Total lease costs
$ 8,900 $ 6,555 $ 23,408 $ 19,739 $ 6,121 $ 7,122 $ 12,477 $ 14,508

Six Months Ended June 30,

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 $ —
Financing cash flows attributable to finance leases (in thousands)
$ 3,379 $ 26
Weighted-average remaining lease term (in years)
4.92 — 8.96 5.17
Weighted-average discount rate
3.54 % — 8.11 % 3.54 %

Operating cash flows attributable to operating leases
$ 19,243 $ 18,018
Operating cash flows attributable to operating leases (in thousands)
$ 423 $ 12,816
Weighted-average remaining lease term (in years)
1.51 1.0 0.95 0.70
Weighted-average discount rate
5.12 % 6.09 % 10.33 % 5.62 %

(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.

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Table of Contents
The table below describes the presentation of the total lease cost on the Company’s unaudited condensed consolidated ~~statement~~statements 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 September 30,

Nine Months Ended September 30,

Three Months Ended June 30,

Six Months Ended June 30,

2022

2021

2022

2021

2023

2022

2023

2022

(in thousands)

(in thousands)

Finance lease cost
$ 165 $ — $ 261 $ — $ 2,376 $ 57 $ 5,001 $ 96
Production expense
4,049 3,827 11,607 10,328 1,208 3,720 2,494 7,558
General and administrative expense
48 49 111 145 52 47 98 63
Lease costs billed to the joint venture owners
3,441 2,679 9,327 9,266 2,481 2,884 4,849 5,886
Total lease expense
7,703 6,555 21,306 19,739 6,117 6,708 12,442 13,603
Lease costs capitalized
1,197 — 2,102 — 4 414 35 905
Total lease costs
$ 8,900 $ 6,555 $ 23,408 $ 19,739 $ 6,121 $ 7,122 $ 12,477 $ 14,508

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

Operating Leases

Finance Leases

(in thousands)
Operating Leases

Finance Leases

Year

(in thousands)

2022
$ 185 $ 92
2023
1,339 368 $ 1,173 $ 7,287
2024
197 368 672 14,448
2025
33 368 32 16,202
2026
— 16,478
2027
— 15,023
Thereafter
— 537 — 51,527
1,754 1,733 1,877 120,965
Less: imputed interest
33 165 80 33,425
Total lease liabilities
$ 1,721 $ 1,568 $ 1,797 $ 87,540

Under the joint operating agreements, other joint venture owners are obligated to fund ~~$1.4~~$49.8 million of the ~~$3.5~~$122.8 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 September 30, 2022 As of December 31, 2021
Beginning balance
$ 40,694 $ 17,334
Accretion
1,434 1,627
Additions
— 14,564
Revisions
— 7,169
Settlements
(180 ) —
Ending balance
$ 41,948 $ 40,694
(in thousands)

As of June 30, 2023

As of December 31, 2022

Beginning balance
$ 42,001 $ 40,694
Accretion
1,118 1,958
Additions
— 6,134
Revisions
5,726 (43 )
Settlements
(374 ) (6,577 )
Foreign currency gain (loss)
216 (165 )
Ending balance
$ 48,687 $ 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".
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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 ~~abandonment~~end of the FPSO contract, included in the line item "Accrued liabilities and other" in the unaudited condensed consolidated balance sheet is ~~$6.7~~$5.6 million of costs associated with the retirement obligation as of ~~September~~June 30, ~~2022~~2023. The accrual is primarily related to the FPSO waste disposal discussed in detail in the commitments and contingencies footnote.

33

~~Table~~In Egypt, under model concession agreements and the Fuel Material Law, liabilities in respect of ~~Contents~~
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.
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 June 30, 2023 and 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

~~Subsequent Event~~Common 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. No shares of preferred stock were issued and outstanding as of ~~September~~June 30, ~~2022~~ 2023or ~~December 31, 2021.~~.

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 up to 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.
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Table of Contents
The below table shows the repurchases of the Company's equity securities during the three months ended June 30, 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 $ 4.94 303,969 $ 21,003,245
May 1, 2023 - May 31, 2023
362,843 $ 4.14 362,843 $ 19,502,740
June 1, 2023 - June 30, 2023
494,164 $ 4.05 494,164 $ 17,504,007
Total
1,160,976 1,160,976

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 ~~our~~the 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 ~~September~~June 30, ~~2022~~2023, ~~6,645,319~~under the 2020 Plan, 1,718,603 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~~expenses 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 ~~nine~~six months ended ~~September~~June 30, 2023, the Company settled in cash $0.2 million for stock appreciation rights and received $0.4 million for stock option exercises. During the six months ended June 30, 2022, the Company settled in cash $0.8 million for stock appreciation rights and received $0.3 million for stock option exercises. ~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~~~, the Company settled in cash $3.1 million for stock appreciation rights and received $1.3 million for stock option exercises.~~

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

(in thousands)

Stock-based compensation - equity awards
$ 541 $ 327 $ 1,560 $ 767
Stock-based compensation - liability awards
(505 ) (302 ) 740 1,331
Total stock-based compensation
$ 36 $ 25 $ 2,300 $ 2,098
~~Subsequent Event~~
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, will 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 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 will remain outstanding following the effective time of the Arrangement as described in the immediately preceding sentence, 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.~~

Three Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

(in thousands)

Stock-based compensation - equity awards
$ 706 $ 615 $ 1,381 $ 1,019
Stock-based compensation - liability awards
(101 ) 227 (127 ) 1,245
Total stock-based compensation
$ 605 $ 842 $ 1,254 $ 2,264

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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.

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.

In June 2023, the Company granted options to certain employees of the Company that are considered performance stock options to purchase an aggregate of 334,753 shares at an exercise price of $4.19 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 $4.82 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 $5.54 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 $6.37 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.
During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~ 2023and ~~2021~~2022,, the weighted average assumptions shown below were used to calculate the weighted average grant date fair value of option grants under the Monte Carlo.

Nine Months Ended September 30,

Six Months Ended June 30,

2022

2021

2023

2022

Weighted average exercise price - ($/share)
$ 6.41 $ 3.14 $ 4.19 $ 6.41
Expected life in years
6.0 6.0 6.4 6.0
Average expected volatility
72 % 75 % 68
%
72
%
Risk-free interest rate
1.98 % 0.95 % 3.73
%
1.98
%
Expected dividend yield
2.30 % — 5.97 % 2.30 %
Weighted average grant date fair value - ($/share)
$ 2.84 $ 2.07 $ 2.29 $ 2.84

Stock option activity associated with ~~the Monte Carlo model~~performance options for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~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 $ 3.95
Granted
241 6.41 335 4.19
Exercised
— — (74 ) (1.68 )
Unvested shares forfeited
— — — —
Vested shares expired
— — — —
Outstanding at September 30, 2022
600 $ 3.75 8.59 $ 861
Exercisable at September 30, 2022
194 $ 1.68 7.90 $ 518
Outstanding at June 30, 2023
705 $ 4.30 8.95 $ 280
Exercisable at June 30, 2023
211 $ 3.34 7.70 $ 262

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Stock option activity associated with ~~the Black-Scholes model~~plain vanilla options for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~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
— — — —
Exercised
(229 ) 1.12 (164 ) (1.56 )
Unvested shares forfeited
— — — —
Vested shares expired
— — — —
Outstanding at September 30, 2022
386 $ 1.86 1.21 $ 968
Exercisable at September 30, 2022
386 $ 1.86 1.21 $ 968
Outstanding at June 30, 2023
223 $ 2.07 0.73 $ 376
Exercisable at June 30, 2023
223 $ 2.07 0.73 $ 376

~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022~~~~, 49,063 shares were added to treasury as~~As a result of tax withholding on options ~~exercised.~~exercised, 44,655 shares were added to treasury during the six months ended June 30, 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 shares~~restricted 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~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
(32 ) 3.69
Non-vested shares outstanding at September 30, 2022
759 $ 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
797 4.19
Awards vested
(354 ) 3.92
Awards forfeited
(12 ) 5.73
Non-vested shares outstanding at June 30, 2023
1,096 $ 4.51

During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, ~~69,135~~81,342 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.
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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, 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 RSU activity for the six months ended June 30, 2023:

Restricted Stock

Weighted Average Conversion Date Fair Value

(in thousands)

Non-vested shares outstanding at January 1, 2023
383 $ 4.27
Awards granted
183 4.19
Awards vested
(259 ) 4.27
Awards forfeited
(23 ) 4.27
Non-vested shares outstanding at June 30, 2023
284 $
4.22

During the six months ended June 30, 2023, 162,328 shares were added to treasury because of tax withholding on the vesting of RSU’s.
PSUs are like 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 six months ended June 30, 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
(514 ) 4.27
Awards forfeited
(36 ) 4.27
Non-vested shares outstanding at June 30, 2023
140 $ 4.27
During the six months ended June 30, 2023, 147,862 shares were added to treasury as a result of tax withholding on the vesting of PSU’s.
DSUs are like 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 June 30, 2023, approximately 101,313 DSUs are vested but not converted. During the second quarter of 2023, 358,563 DSUs were converted to shares of common stock of the company following the departure of Mr. David Cook and Mr. Timothy Marchant from the board of directors, of which 65,582 shares were forfeited back to VAALCO to satisfy applicable tax withholding obligations.
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.

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During the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023, the Company did not grant SARs to employees or directors.

SAR activity for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~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
— — — —
Exercised
(153 ) 1.71 (63 ) 0.86
Unvested SARs forfeited
— — — —
Vested SARs expired
— — — —
Outstanding at September 30, 2022
209 $ 1.88 1.11 $ 517
Exercisable at September 30, 2022
209 $ 1.88 1.11 $ 517
Outstanding at June 30, 2023
139 $ 2.33 0.64 $ 198
Exercisable at June 30, 2023
139 $ 2.33 0.64 $ 198

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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 are attributable to foreign taxes payable in Gabon and Egypt, as well as income taxes in the U.S.

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

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

2023

2022

2023

2022

U.S. Federal:

(in thousands)

Current
$ — $ — $ — $ — $ — $ — $ — $ —
Deferred
461 (17,619 ) (9,408 ) (19,668 ) 871 2,617 1,457 (9,869 )
Foreign:

Current
(1,165 ) 5,516 24,928 15,099 12,401 20,402 24,701 26,093
Deferred
23,547 (5,080 ) 48,947 (6,703 ) (1,684 ) 23,233 201 25,400
Total
$ 22,843 $ (17,183 ) $ 64,467 $ (11,272 ) $ 11,588 $ 46,252 $ 26,359 $ 41,624

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The Company’s effective tax rate for the ~~nine~~three and six months ended ~~September~~June 30, ~~2022~~ ~~and~~ ~~2021~~2023, excluding the impact of discrete items, was ~~90.3%~~68.42% and ~~37.5%, respectively.~~63.32%. For the ~~nine~~three and six months ended ~~September~~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), transaction costs attributable to the TransGlobe Arrangement,~~rates were 73.37% and ~~the release of valuation allowance attributable to the current period.~~72.59%. The total tax expense for the ~~nine~~ ~~months ended~~ ~~September 30, 2022~~ ~~includes a discrete adjustment for the release of an additional $20.2 million of valuation allowance as a result of an increase in forecasted future earnings. For the~~ three months ended ~~September~~June 30, ~~2022,~~2023, ~~the current tax benefit~~includes a discrete amount of ~~$1.2~~($0.5) million ~~includes an~~ ~~$8.7~~ ~~million favorable~~primarily related to adjustments made because of changes to oil price ~~adjustment as a result of the~~(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.~~in-kind, i.e., oil price adjustment). For the six months ended June 30, 2023, the current tax expense of $24.7 million includes a $2.7 million unfavorable oil price adjustment. After excluding that impact, current income taxes were an expense of $22.0 million for the period. For the three months ended June 30, 2022, the current tax expense of $20.4 million includes a $1.2 million unfavorable oil price adjustment. After excluding this impact, current income taxes were $19.2 million for the period. 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 six months ended June 30, 2022 includes a discrete adjustment for the release of an additional $12.7 million of valuation allowance as a result of an increase in forecasted future earnings. 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. After excluding the impact, current income taxes were ~~an expense of $7.5 million for the period. For the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2022,~~ ~~the current tax expense of $24.9 million includes a~~ ~~$4.4~~ million favorable 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 $29.3$21.8 million for the period.

As of ~~September~~June 30, ~~2022~~2023, the Company had no 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.

~~In connection with~~17.OTHER COMPREHENSIVE INCOME
The Company’s other comprehensive income was $2.0 million for the ~~Arrangement with~~three months ended June 30, 2023. The functional currency of TransGlobe Energy Corporation is the ~~Company anticipates that a Section~~ ~~382~~ ~~change~~Canadian Dollar. All of ~~ownership will result although it is~~ ~~not~~ ~~anticipated that this change will have any material impact on~~ the Company’s ~~financial statements.~~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
Accumulated other comprehensive income (loss) before reclassifications
2,006
Balance at June 30, 2023
$ 3,060
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ITEM 2. MANAGEMENT’S 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 Quarterly 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 ~~effectively integrate and realize the anticipated benefits and synergies expected from the Arrangement with TransGlobe Energy Corporation (“TransGlobe”);~~
●
remediate our ~~ability to generate sufficient cash to satisfy TransGlobe’s payment obligations under the Merged Concession Agreement or be able to collect some or all of TransGlobe’s receivables from the EGPC;~~
●
~~our ability to effectively operate in and satisfy legal requirements in new jurisdictions following the Arrangement;~~material weaknesses;

●
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;

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●
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, ~~2021~~2022 (“~~2021~~2022 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 ~~2021~~2022 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.
~~Following the Arrangement with TransGlobe, discussed below, we now have assets in Egypt and Canada.~~
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.

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RECENT DEVELOPMENTS

Dividend 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. On May 9, 2023, the Company's board of directors declared a quarterly cash dividend of $0.0625 per common share, which was paid on June 23, 2023 to stockholders of record at the close of business on May 24, 2023. On August 9, 2023, the Company's board of directors declared a quarterly cash dividend of $0.0625 per common share to be paid on September 22, 2023 to stockholders of record at the close of business on August 25, 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 aggregate purchase of currently outstanding common stock up to $30 million over up to 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 several 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 October 13, 2022, VAALCO ~~Energy, Inc. (“VAALCO”)~~ and ~~VAALCO Energy Canada ULC (“AcquireCo”), an indirect wholly-owned subsidiary of VAALCO,~~AcquireCo completed the previously announced business combination with TransGlobe ~~Energy Corporation (“TransGlobe”)~~ whereby AcquireCo acquired all of the issued and outstanding TransGlobe common shares ~~(the “Arrangement”)~~pursuant to the Arrangement and TransGlobe became a direct wholly-owned subsidiary of AcquireCo and an indirect wholly-owned subsidiary of VAALCO, pursuant to ~~an arrangement agreement entered into by VAALCO, AcquireCo and TransGlobe on July 13, 2022 (the “Arrangement Agreement”).~~
At the effective time of the Arrangement, each common share of TransGlobe issued and outstanding immediately prior to the effective time of the Arrangement (the “TransGlobe common shares”) was converted into the right to receive 0.6727 (the “exchange ratio”) of a share of common stock, par value $0.10 per share, of VAALCO (“VAALCO common stock,” and each share of VAALCO common stock, a “VAALCO share”). The total number of VAALCO shares issued to TransGlobe’s shareholders was approximately 49.3 million. The Arrangement resulted 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 as of the date of the Arrangement Agreement. ~~The post-Arrangement results of operations of VAALCO and TransGlobe for the fourth quarter of 2022 will be included in the Company’s consolidated results for the period ending December 31, 2022.~~

Additionally, prior to the effective time of the Arrangement, TransGlobe repaid ~~in full all~~ outstanding obligations and liabilities owned under TransGlobe’s credit facility with ATB Financial, representing approximately ~~C$4.1~~CAD $4.1 million. On December 19, 2022, TransGlobe, as an indirect wholly-owned subsidiary of VAALCO, voluntarily delivered a notice of termination to ATB Financial relating to the ATB Facility. As of December 31, 2022, no amounts were drawn on the revolving loan facility. On January 5, 2023, the ATB Facility was formally closed.

The actual impact of the Arrangement Agreement was an increase to “Crude oil, natural gas and NGLs sales” of $75.0 million and $1.7 million of “Net income” in the condensed consolidated statements of operations and comprehensive income for the six months ended June 30, 2023. For the three ~~and nine~~ months ended ~~September~~June 30, ~~2022 included in~~2023 the ~~line item "Other (expense) income, net" is $6.4~~actual impact of the Arrangement Agreement was an increase to “Crude oil, natural gas and NGLs sales” of $31.3 million and ~~$7.6~~$(8.0) million of ~~transactions costs, respectively, associated with the Arrangement with TransGlobe.~~"Net Loss".
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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 of VAALCO, entered into an Agreement for the Provision of Subsea Construction and Installation Services (the “Marine Construction Agreement”) with DOF Subsea Canada Corp. (“DOF Subsea”), to support the subsea reconfiguration in connection with the replacement of the then-existing FPSO vessel with a Floating Storage and Offloading vessel (“FSO”) at the Etame Marin field offshore Gabon. Pursuant to the Marine Construction Agreement, DOF Subsea agreed to, among other things, provide all personnel, crew and equipment necessary to assist in the reconfiguration of the Etame field subsea infrastructure to accommodate all field production to the flow to the FSO, which conversion included (i) assistance with retrieval of over 5,000 meters of new flexible pipelines from a manufacturing facility in the United Kingdom, transporting the pipelines to Gabon and installing the pipelines in the Etame field, (ii) performing the retrieval and relocation of existing in-field flowlines and umbilicals to accommodate the reconfigured field development plan and (iii) assistance in the connection of new risers to the FSO (collectively, the “Services”). Pursuant to the Marine Construction Agreement, DOF Subsea provided an offshore construction vessel to facilitate the performance of the Services. In October 2022, we completed the FSO installation and field reconfiguration at Etame field.
~~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 blocks in the 12th Offshore Licensing Round in Gabon. The award is subject 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 Unit~~
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 required 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 $70 to $86 million gross ($45 to $55 million net to VAALCO).
The FPSO charter we were party to prior to the FSO installation was set to expire in September 2022, but on September 9, 2022 we signed an addendum to the FPSO contract which extended the use of the FPSO through October 4, 2022, and 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 on a gross basis ($8.9 million net to VAALCO Gabon).
On October 19, 2022, the replacement of the existing FPSO was completed and we signed the final acceptance certificate, at which time control of the vessel transferred to the Company. The new FSO has been named “Teli” (renamed from “Cap Diamant”) and is on site and accepting oil at the Etame Marin block.
~~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 well of the 2021/2022 drilling program. 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, 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. 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 South Tchibala 1HB-ST ("ETBSM 1HB-ST") well 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. The well was completed in the Dentale D1 formation 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. The Dentale D9 well is temporarily shut-in, however; we plan to evaluate 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 2H-ST ("ETBSM 2H-ST") well, targeting the Dentale formation, which is productive in other areas in the Etame license. After setting up the equipment and completing operations to re-enter the well, VAALCO began drilling the ETBSM 2H-ST well on August 8^th. On September 27, 2022, we announced successful drilling of the ETBSM 2H-ST well. The well encountered nearly 100 meters of gross Dentale pay sands (72 meters net).  The ETBSM 2H-ST well is currently in the process of cleaning up as operational activities on and around the platform delayed the ability to flow the well soon after it completed drilling.
~~As previously disclosed, we exercised our option to extend the contract for the rig for two additional well operations after the ETBSM 2H-ST well.~~
We recently utilized the rig to perform a workover on the North Tchibala 1-H well due to a safety valve in the well that required replacement. With the rig already on site it was easier and more economic to utilize the rig to complete the workover following the completion of the ETBSM 2H-ST well. The final well operation planned for the rig is another workover, the South East Etame 4-H (“ETSEM-4H”) well, which is expected to restore production to 1,000 and 1,500 gross BOPD upon completion. This well went offline in early September as a result of an upper electric submersible pump (“ESP”) failure and we were unable to restart the upper ESP or the lower ESP to restore production. Utilizing the rig for the workovers instead of new wells that were previously planned has reduced the total cost of the 2021/2022 drilling campaign at Etame.
We estimate the range of cost of the current 2021/2022 drilling program with four wells and two workovers to be between $165 million to $202 million gross, or $104 million to $128 million, net to VAALCO’s participating interest with about $25 million to $31 million gross expected in the last quarter of 2022, or about $16 million to $19 million net to VAALCO.
~~Acquisition of Additional Working Interest at Etame Marin Block~~
In November 2020, we signed a sale and purchase agreement ('SPA") to acquire Sasol Gabon S.A. ("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 "Sasol Acquisition"). 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 of production and costs relating 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.
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Recent Operational Updates
Gabon
VAALCO completed its 2021/2022 drilling campaign in the fourth quarter of 2022. We are currently evaluating locations and planning for the next drilling campaign at Etame that is expected to occur in 2024. In October 2022, VAALCO successfully completed its transition to a Floating Storage and Offloading vessel (“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.
At the end of June 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 six months ended June 30, 2023. Gas lift compression and subsea wells remained online with a high level of reliability through the six months ended June 30, 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. Continued optimization and understanding of the post reconfiguration process dynamics of the Etame platform, have maintained a very high uptime availability of Etame Facility and in turn the complete Etame field during the second quarter. Combining this with individual well and facility chemical injection optimization and facility pipeline pigging adjustments both on frequency of pigging and flow path targeting, has increased production through decrease in pipeline internal buildup and resulting back pressure, this in turn has provided more stable operations resulting in lower downtime. Through the second quarter of 2023 this continues to be a focus with positive results in production rates and uptime. Trials of new chemicals continue, for ensuring cost and production effectiveness of the Etame field operations.
Preventative maintenance activities returned to levels prior to the field reconfiguration, as the focus came back to steady state operation following project completion. Equipment Reliability and Availability remain at high levels. The actual percentages of Corrective Maintenance performed versus Preventative Maintenance performed remain well within VAALCO and Industry Best Practice standards.
Egypt
We continued to use the EDC-64 rig in the Eastern Desert drilling campaign. We completed six wells in the second quarter of 2023, four development wells HE-4, HE-3, Arta 82 Red-Bed, and Arta-84 Nukhul, one injector well HE-5inj and one exploration well NWG-5C-1. Drilling an average of 2 wells per month we are drilling up our firm 2023 work program faster and at less cost.
The HE-4 development 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 464 bopd (field estimate) at 8% water cut.
The HE-5inj well achieved primary its objective by drilling the same producing reservoir as in HE-1X and/or HE-2X. The well spudded on April 16, 2023 and the rig was released on May 4, 2023. The recorded pressure data indicates the reservoir pressure in the well is depleted from the original pressure which gave an indication of the communication with the current producing wells. The well is completed as a water injector to support the producing reservoir at HE-1X and or HE-2X.
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The HE-3 development well was proposed as vertical development well to produce from the ASL-B2 sand as the primary target. The well spudded on May 10, 2023 and reached TD on May 17, 2023 at depth of 1,675 meters MD within Safra-sand. Open hole log evaluation indicated 3.0 meters of net pay across the ASL-B1 and ASL-B2 reservoirs. The well was perforated in both ASL-B2 sand units from 1,549 to 1,551 and 1,566.5 to 1,569.5 meters MD and was put on production. Current production is approximately 238 Bopd (field estimate) at 10% water cut.
The Arta-82 development well was spudded on May 25, 2023 and achieved its primary objective of the Red-Bed reservoir in a favorable position as per the prognosis. The well encountered a total of 42 feet of net pay. Current production is approximately 134 Bopd (field estimate) at 30% water cut.
The Arta-84 development well was spudded on June 6, 2023 and achieved its primary objective of the Nukhul reservoir. The well encountered a total of 34 feet of net pay in the Nukhul/Nukhul Marker reservoir. The well was cased and perforated from 3,462 to 3,495 feet. The reservoir requires a frac to produce and this is scheduled during the current frac campaign of 4 wells.
The NWG-5C1 exploration well was spudded on June 16, 2023 targeting the Nukhul Reservoir. The well reached TD in the Thebes formation on June 20, 2023. The mud log did not record any gas or oil shows in the Nukhul. No net pay was calculated on the petrophysical analysis of the Nukhul /Nukhul Marker reservoir. Based on this information, TransGlobe recommended to abandon the NWG-5C1 wellbore.
The SGZ-6X well in the South Ghazalat concession in the Western Desert was recompleted in the Upper Bahariya zone. After re-entry, recompletion and re-perforation in May 2023 the well only produced water with trace oil and gas. Production was suspended and the well secured while TransGlobe evaluate how to further appraise the concession. A forward work program is required to retain this acreage in the Western Desert.
Canada
Early in 2023, two wells, the 1Q100/04-10-29-03W5 and the 4-19-29-3W5, were tied in. Both wells are now online and producing.
The 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 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 between late March and early April and tied in and equipped in April and early May. 12-12-30-4W5 was put online in late April, and 16-30-29-3W5 was put online in early May with cycle times that were significantly less than historical cycle times. The wells flowed in the months of May and June. In early July the pump and rods were run on both wells. Both wells continue to produce and are exceeding expectations
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 ~~September~~June 30, ~~2022,~~2023, production operations in the Etame Marin block included ~~eleven~~fifteen platform wells, plus ~~three~~two 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 offloading~~at the Etame platform. From the Etame platform, the crude oil ~~from~~is pumped through a riser system to the FSO where it is stored and ultimately offloaded. The leased ~~FPSO~~FSO is anchored to the seabed on the ~~block giving us~~block. The Etame field currently has a combined total of ~~fourteen~~seventeen 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 ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, production from the block ~~was 1,647~~was 1,588 MBbls ~~(842 MBbls~~(812MBbls, net) and ~~1,284~~1,638 MBbls ~~(708~~(838 MBbls, net), respectively, as discussed below in “Results of Operations”. During the ~~nine~~six months ended ~~September~~June 30, 2022 and ~~2021,~~2023, production from the Etame Marin block was ~~4,701~~3,055 MBbls ~~(2,405~~(1,563 MBbls net) and ~~4,063~~3,190 MBbls ~~(1,904~~(1,632 MBbls net), respectively.
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Egypt
In Egypt, 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 three months ended June 30, 2023, production from the Eastern Desert was 1,054 MBbls (726 MBbls, net) as discussed below in “Results of Operations”. During the six months ended June 30, 2023, production from the Eastern Desert was 1,957 MBbls (1,342 MBbls, net).
The SGZ-6X well in the South Ghazalat concession in the Western Desert remains shut-in.
Canada
In Harmattan, Canada, we own production and working 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 June 30, 2023, production from our Canadian assets was 275 MBoe to our working interest (253 MBoe, net) as discussed below in “Results of Operations”. During the six months ended June 30, 2023, production from our Canadian assets was 514 MBoe to our working interest (464 MBoe, net).

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 ~~September~~June 30, ~~2022,~~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 study~~In February of ~~a standalone~~2023, 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 Block. In March 2023, Atlas voted to participate in the Venus Development. Amendment 5 of the PSC was approved by all parties in March 2023 with this updated participating interest, and execution of the Venus ~~discovery on Block P. On July 15, 2022~~development plan has been initiated. 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, Atlas Petroleum International Limited, did not participateas operator, is in the ~~submission. On September 26, 2022,~~process of working through the ~~EG MMH approved~~project charter and timing of key milestones. In addition, there are some minor changes required by the ~~submitted plan of development. Final documents to effect~~Joint Operating Agreement that require final ratification by the ~~plan of development are subject to EG MMH approval and are under negotiations among all parties.~~ 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.~~plan for the area associated with the Venus development. The PSC also includes the portions of Block P not associated with the Block P - Venus development.

DISCONTINUED ~~OPERATIONS-ANGOLA~~OPERATIONS - 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, 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 are presented in cash flows from discontinued operating activities for all periods presented in our consolidated statements of cash flows. For the three and six months ended June 30, 2023 and 2022, the Yemen segment did not have a material impact on our financial position, results of operations, cash flows and related disclosures.
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CAPITAL RESOURCES AND LIQUIDITY

Cash Flows

Our cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022 are as follows:

Nine Months Ended September 30,

Six Months Ended June 30,

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
$ 95,850 $ 44,287 $ 51,563 $ 77,013 $ 67,041 $ 9,972
Net change in operating assets and liabilities
33,906 2,506 31,400 571 2,004 (1,433 )
Net cash provided by continuing operating activities
129,756 46,793 82,963
Net cash provided by (used in) continuing operating activities
77,584 69,045 8,539
Net cash used in discontinued operating activities
(57 ) (72 ) 15 (15 ) (38 ) 23
Net cash provided by operating activities
129,699 46,721 82,978
Net cash provided by (used in) operating activities
77,569 69,007 8,562

Net cash used in investing activities
(103,853 ) (30,964 ) (72,889 )
Net cash provided by (used in) investing activities
(54,832 ) (60,278 ) 5,446

Net cash used in financing activities
(8,075 ) (121 ) (7,954 )
Net cash provided by (used in) in financing activities
(27,882 ) (5,922 ) (21,960 )
Effects of exchange rate changes on cash
(285 ) — (285 )
Net change in cash, cash equivalents and restricted cash
$ 17,771 $ 15,636 $ 2,135 $ (5,430 ) $ 2,807 $ (8,237 )

The ~~$51.6~~$10.0 million increase in net cash provided by ~~our~~ operating activities before changes in operating assets and liabilities was due to ~~the change in the bargain purchase gain, the change~~a $49.6 million increase in depreciation ~~the change in losses~~expense and $33.5 million lower cash settlements on derivative ~~instruments and the change in deferred taxes (collectively $92.8 million)~~contracts partially offset by ~~the changes cash settlement~~a prior year $41.4 million derivative gain and a $13.9 million decrease in ~~derivative contracts and lower net income and other changes (collectively ($41.2) million).~~deferred tax expense. The net ~~increase~~decrease in changes provided by operating assets and liabilities of ~~$31.4~~$1.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period of ~~2021~~2022 was primarily related to ~~increases in accounts payable, accrued liabilities and foreign income taxes payable (collectively $65.6 million) partially offset by~~positive changes in ~~the~~trade receivable, receivables accounts ~~receivable~~ with joint venture owners, ~~trade receivables,~~other long-term assets and crude oil inventory (collectively $61.5 million). More than offsetting these changes were negative changes in other receivables, prepayments and other, ~~changes~~accounts payable, foreign taxes payable, deferred taxes, and accrued liabilities and other (collectively ~~($34.2)~~negative $62.8 million).

The ~~$72.9~~$5.5 million ~~increase~~decrease in net cash used in investing activities during the ~~nine~~six months ended ~~September~~June 30, 2023 was due to capital spending costs associated with the development drilling programs in Egypt and Canada not exceeding prior period expenditures along with reduced current year expenditures for Gabon. For the six months ended June 30, 2022, cash used in investing activities was due to increases in capital spending in 2022 for the Etame 8-H well, the Avouma 3H-ST well, ~~South Tchibala~~ETBSM 1HB-ST well, the Etame field reconfiguration ~~North Tchibala 2H-ST well~~ and other items to support the 2021/2022 drilling campaign. ~~For the nine months ended September 30, 2021, net 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 ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 included ~~$5.8~~$13.5 million for dividend distributions, ~~$0.8~~$11.4 million for treasury stock repurchases made under our stock repurchase plan as discussed in Note 10 to our financial statements or as a result of tax withholding on options exercised and on vested restricted stock as discussed in Note 15 to our ~~condensed consolidated~~ financial statements, and $3.4 million of principal payments on our finance leases partially offset by $0.4 million in proceeds from options exercised. For the six months ended June 30, 2022, cash used in financing activities included $3.9 million for dividend distributions, $0.8 million for treasury stock repurchases, as a result of tax withholding on options exercised and vested restricted stock, $1.5 million of costs capitalized associated with our credit facility and ~~$0.2~~$0.1 million of principal payments on our finance leases partially offset by $0.3 million in proceeds from options exercised. For the nine months ended September 30, 2021, cash used in financing activities was mainly due to cash used in the purchase of treasury shares partially offset by proceeds received from options exercised.

Capital Expenditures

For the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 we had accrual basis capital expenditures attributable to continuing operations of ~~$121.6~~$41.9 million compared to ~~$11.0~~$69.9 million accrual basis capital expenditures for the same period in ~~2021, excluding the Sasol Acquisition.~~2022. For the ~~nine~~six months ended ~~September~~June 30, 2023, our cash spending primarily related to the payments for the 2023 drilling campaigns in Egypt and Canada. During the same period in 2022, our ~~efforts were focused~~spending was concentrated on ~~spending related to~~ the 2021/2022 drilling campaign, ~~and~~ Etame field reconfigurations and FSO projects. ~~During the same period in 2021, our spending was concentrated on the Sasol Acquisition and obtaining certain long lead items for the 2021/2022 drilling campaign.~~

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

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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 ~~statement~~statements 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 June 30, 2023:
Settlement Period

Type of Contract

Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

(Bbls)

(per Bbl)

(per Bbl)

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)

July 2023 - September 2023
Collars
Dated Brent
95,000 $ 65.00 $ 96.00

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 ~~October 26, 2022,~~July 13, 2023, we entered into additional derivatives contracts for the ~~first~~fourth 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
January 2023 to March 2023

Collars

Dated Brent

101,000

$ 65.00

$ 120.00
Settlement Period
Type of Contract
Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

(Bbls)

(per Bbl)

(per Bbl)

October 2023 - December 2023
Collars
Dated Brent
85,000 $ 65.00 $ 90.00

Cash on Hand

At ~~September~~June 30, ~~2022,~~2023, we had unrestricted cash of ~~$69.3~~$46.2 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.

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We currently sell all our crude oil production from Gabon under a ~~crude oil sales and marketing agreement ("COSMA")~~COSMA with Glencore. Under the COSMA all oil produced from the Etame G4-160 Block offshore Gabon from August 2022 through the Final Maturity Date of the Facility, 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 six months ended June 30, 2023, sales to Egypt were split between Mercuria and the EGPC. Mercuria purchased oil in January, while the EGPC performed May and June liftings. 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. For the three and six months ended June 30, 2023, revenues in Canada were concentrated in three separate customers. These customers were Plains Midstream (50.9%), AltaGas (19.1%), and PetroGas Energy (18.6%).
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.

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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 any remaining decommissioning or demobilization costs relating to the FPSO,~~ the FSO charter, drilling programs, as well as transaction expenses and capital and operational costs associated with ~~the TransGlobe acquisition, through December 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 ~~for~~or 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 ~~an agreement (the “Merged~~the Merged Concession ~~Agreement”)~~Agreement with ~~the Egyptian General Petroleum Corporation (“EGPC”)~~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 ~~agreement, TransGlobe~~Merged Concession Agreement, we will be required to pay an additional $10.0 million on February ~~1st~~1 for each of the next ~~four~~three years. In addition, ~~TransGlobe has~~we have committed to spending a minimum of $50.0 million over each five-year period for the 15 years of the primary term ~~(totalling~~(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.

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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 ~~redetermined~~re-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~~At September 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 ~~September~~June 30, ~~2022.~~2023. As of ~~September~~June 30, ~~2022,~~2023, 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”).

In connection with the merger with TransGlobe in October 2022, prior to the effective time of the Arrangement, TransGlobe repaid in full all outstanding obligations and liabilities owned under TransGlobe’s credit facility with ATB Financial, representing approximately C$4.1 million.
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.

Abandonment Funding – Under the terms of the Etame PSC, we have 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 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 to VAALCO) on an undiscounted basis. The new abandonment estimate has been presented to the Gabonese Directorate of Hydrocarbons as required by the PSC. At June 30, 2023, the balance of the abandonment fund was $10.7 million ($6.3 million, net to VAALCO) on an undiscounted 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 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.
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~~Sasol Acquisition~~Leases – We are a party to several operating and financing lease arrangements, including operating leases for the corporate office, a drilling rig, rental of marine vessels and helicopters, warehouse and storage facilities, equipment and financing lease agreements for the FSO and generators used in the operations of the Etame 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 the Financial Statements.
Merged Concession Agreement – AsOn January 20, 2022, prior to the consummation of the Arrangement, TransGlobe announced a ~~result~~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 advance of ~~completing~~ the ~~Sasol Acquisition~~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, 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 on February ~~25, 2021, our obligations with respect to development activities in the Etame have increased based on the increase in our working interest in the Etame from 31.1 % at December 31,~~1, 2020 ~~to 58.8%~~(the "Merged Concession Effective Date"). As ~~a result~~ of June 30, 2023, the ~~Sasol Acquisition, the net portion~~$50 million of ~~production and costs relating~~financial work commitments had been delivered to the 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.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 ~~Teli~~TELI 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) in~~On 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 implementation~~we issued final acceptance certificate of the ~~FSO, we are required to incur certain Etame field configuration expenses in order to facilitate~~FSO. On December 4, 2022, the ~~FSO. Current total field conversion estimates are $70 to $86 million gross ($45 to $55 million net to VAALCO).~~
~~The FPSO charter we were party to prior to~~first lifting from the FSO ~~installation~~ was ~~set to expire in September 2022, but on September 9, 2022, we signed an addendum to~~successfully completed at the same time the final remaining volumes from the FPSO contract which extended the use of the FPSO through October 4, 2022, and 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 on a gross basis ($8.9 million net to VAALCO Gabon).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 ~~Program~~Programs – ~~We commenced~~In Egypt, we continued to use the ~~2021/2022 drilling campaign in December 2021 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~~EDC-64 rig to the Avouma platform to drill the Avouma 3H-ST development well, 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 September 2022, we successfully drilled the North Tchibala 2H-ST well that was drilled from the Southeast Etame North Tchibala platform in the ~~Etame field, offshore Gabon~~Eastern Desert drilling campaign. We completed six wells in the second quarter of 2023, four development wells HE-4, HE-3, Arta 82 Red-Bed, and Arta-84 Nukhul, one injector well HE-5inj and one exploration well NWG-5C-1. We are drilling an average of 2 wells per month and we are ~~preparing to complete the well utilizing a fracture stimulation vessel that will provide support with multiple stimulation~~drilling up our firm 2023 work program faster and ~~frac-pack operations.~~at less cost.

~~In July 2022 we completed~~The HE-4 development well was drilled to a total depth of 1,850 meters in the ~~ETBSM 1HB-ST well on~~Bakr sand formation, reaching its primary objective of penetrating oil-bearing sands in the ~~Avouma platform, targeting the Gamba reservoir and also testing the Dentale~~ASL-B formation. The ~~section~~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 ~~Gamba~~ASL- B including a new sand ~~encountered was~~formation not ~~economically viable~~seen in offset wells to ~~complete in this wellbore. However, we did discover two potential zones, The Dentale D1 and Dentale~~ D9 ~~zones for development.~~the north. The well was ~~completed~~perforated from 1,590-1,594 meters in the ~~Dentale D1 formation~~lowermost sand and ~~brought online~~was put on production on April 19^th , 2023. Current production is approximately 464 Bopd (field estimate) at 8% water cut.
The HE-5inj well achieved primary its objective by drilling the same producing reservoir as in ~~July with an initial production rate of approximately 293-390 gross BOPD, 150-200 BOPD net to VAALCO’s 58.8% working interest~~HE-1X and/or HE-2X. The well spudded on April 16, 2023 and the rig was released on May 4, 2023. The recorded pressure data indicates the reservoir pressure in ~~2022. The Dentale D9~~the well is ~~temporarily shut-in, however; we plan~~depleted from the original pressure which gave an indication of the communication with the current producing wells. The well is completed as a water injector to ~~evaluate~~support the producing reservoir at HE-1X and ~~recomplete the D9 zone during the next drilling campaign.~~or HE-2X.
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~~Following~~The HE-3 development well was proposed as vertical development well to produce from the ~~completion~~ASL-B2 sand as the primary target. The well spudded on May 10, 2023 and reached TD on May 17, 2023 at depth of 1,675 m MD within Safra-sand. Open hole log evaluation indicated 3.0 meters of net pay across the ASL-B1 and ASL-B2 reservoirs. The well was perforated in both ASL-B2 sand units from 1,549 to 1,551 and 1,566.5 to 1,569.5 meters MD and was put on production. Current production is approximately 238 Bopd (field estimate) at 10% water cut.
The Arta-82 development well was spudded on May 25, 2023 and achieved its primary objective of the ~~ETBSM 1HB-ST~~Red-Bed reservoir in a favorable position as per the prognosis. The well encountered total of 42 feet of net pay. Current production is approximately 134 Bopd (field estimate) at 30% water cut.
The Arta-84 development well was spudded on June 6, 2023 and achieved its primary objective of the ~~rig~~Nukhul reservoir. The well encountered total of 34 feet of net pay in the Nukhul/Nukhul Marker reservoir. The well was ~~mobilized~~cased and perforated from 3,462 – 3,495 ft. The reservoir requires a frac to produce and this is scheduled during the ~~Southeast Etame North Tchibala Platform to drill the North Tchibala ("ETBSM") 2H-ST~~current frac campaign of 4 wells.
The NWG-5C1 exploration well was spudded on June 16, 2023 targeting the ~~Dentale formation, which is productive in other areas~~Nukhul Reservoir. The well reached TD in the ~~Etame license. This mobilization~~Thebes formation on June 20, 2023. The mud log did not record any gas or oil shows in the Nukhul. No net pay was ~~delayed by two weeks due~~calculated on the petrophysical analysis of the Nukhul /Nukhul Marker reservoir. Based on this information, the Company recommended to ~~weather~~abandon the NWG-5C1 wellbore.
The SGZ-6X well in the South Ghazalat concession in the Western Desert was recompleted in the Upper Bahariya zone. After re-entry, recompletion and re-perforation, in May 2023 the well only produced water with trace oil and gas. Production was suspended and the ~~rig began operations on~~well secured while TransGlobe evaluate how to further appraise the ~~well in late July. After setting up the equipment and completing operations~~concession. A forward work program is required to ~~re-enter the well, VAALCO began drilling the ETBSM 2H-ST well on August 8, 2022. The well is currently~~retain this acreage in the ~~process of cleaning up as operational activities on and around the platform delayed the ability to flow the well soon after it completed drilling.~~ Western Desert.
We recently utilized the rig to perform a workover on the North Tchibala 1-H well due to a safety valve in the well that required replacement. With the rig already on site it was easier and more economic to utilize the rig to complete the workover following the completion of the North Tchibala 2H-ST well. The final well operation planned for the rig is another workover, the ETSEM-4H well, which is expected to restore production to 1,000 and 1,500 gross BOPD upon completion. This well went offline in early September as a result of an upper ESP failure and we were unable to restart the upper ESP or the lower ESP to restore production. Utilizing the rig for the workovers instead of new wells that were previously planned has reduced the total cost of the 2021/2022 drilling campaign at Etame.

In ~~July 2022, we elected to exercise our options on~~Canada, early in 2023, two wells, the ~~rig contract time to allow us to perform two workovers. We expect to release~~1Q100/04-10-29-03W5 and the 4-19-29-3W5, were tied in. Both wells are now online and producing.
The 2023 drilling campaign commenced in January 2023 with the drilling ~~rig in November 2022.~~
~~We estimate the range~~ of ~~cost~~12-12-30-4W5, spud on January 28, 2023. The well was drilled to a total depth of 6,713 meters. The second well of the ~~2021/2022 drilling~~ program, 16-30-29-3W5, was spud on February 22, 2023, and drilled to a total depth of 4,403 meters. The 2 wells were completed between late March and early April and tied in and equipped in April and early May. 12-12-30-4W5 was put online in late April, and 16-30-29-3W5 was put online in early May with ~~four~~cycle times that were significantly less than historical cycle times. The wells ~~and two workovers to be between $165 million to $202 million gross, or $104 million to $128 million, net to VAALCO’s participating interest with $25 million to $31 million gross expected~~flowed in the ~~last quarter~~months of ~~2022, or $16 million~~May and June. In early July, the pump and rods were run on both wells. Both wells continue to ~~$19 million net to VAALCO.~~produce and are exceeding expectations.

TransGlobe ~~Merger~~Acquistion – On October 13, 2022, ~~the Company~~VAALCO and AcquireCo completed the business combination with TransGlobe. At the effective time of the Arrangement and pursuant to the Arrangement Agreement, each common share of TransGlobe issued and outstanding immediately prior to the effective time of the Arrangement was converted into the right to receive 0.6727 of a share of VAALCO common stock. The total number of VAALCO shares issued to TransGlobe’s shareholders was approximately 49.3 million. In addition, we incurred $14.6 million of transaction costs associated with the acquisition agreement. Please refer to Note 3 to our Financial Statements for additional information regarding the Arrangement.

Dividend Policy – On ~~November 3, 2021, we announced that~~February 14, 2023, our board of directors ~~adopted of a~~increased our quarterly cash dividend policy ofto an expected ~~$0.0325~~$0.0625 per common share per ~~quarter, commencing in~~quarter. On May 9, 2023, the ~~first quarter~~Company's board of ~~2022.~~
~~On March 18, 2022, we paid~~directors declared a quarterly cash dividend of ~~$0.0325~~$0.0625 per common share, ~~of common stock~~which was paid on June 23, 2023 to ~~the stockholders of record at the close of business on February 18, 2022. On June 24, 2022, we 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, 2022.~~24, 2023. On August ~~5, 2022, we announced that~~9, 2023, the Company's board of directors ~~had~~ declared a quarterly cash dividend of ~~$0.0325~~$0.0625 per common share ~~of common stock, payable~~to be paid on September ~~23, 2022~~22, 2023 to stockholders of record at the close of business on August 24, 2022. On October 31, 2022, we announced a quarterly cash dividend of $0.0325 per share of common stock for the fourth quarter of 2022 which is payable December 22, 2022 to stockholders of record at the close of business on November 22, 2022.
In connection with the Arrangement with TransGlobe, we announced our intention, following consummation of the Arrangement, we would seek to have an annualized dividend target of $28 million for 2023, or approximately $0.25 per share (calculated based the estimated combined outstanding shares after the merger), with payments to be made quarterly.25, 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.

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Share Buyback Program – On November 1, 2022, we announced that our ~~newly-expanded~~ board of directors formally ratified and approved the share buyback program that was announced on August 8, 2022 in conjunction with ~~the Company’s~~our business combination with TransGlobe. The board of directors also directed management to implement ~~a Rule~~the 10b5-1 ~~trading plan (the “Plan”)~~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.~~Act. The 10b5-1 Plan provides for an aggregate purchase of currently outstanding common stock up to $30 million over up to 20 months. Payment for shares repurchased under the share buyback program will be funded using ~~the Company's~~our cash on hand and cash flow from operations. As of June 30, 2023, approximately $17.5 million remained available for repurchase under current authorizations.

Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 programs, and the Share Buyback Program may be suspended or discontinued at any time. The actual timing, number and value of shares repurchased will be determined by a committee of the board of directors at its discretion and will depend on a number of factors, including the market price of VAALCO’s common stock, general market and economic conditions, alternative investment opportunities and other corporate considerations.
Trends and Uncertainties

~~COVID-19 Pandemic~~ – While crude oil prices are currently at the highest levels seen in recent years, the continued spread of COVID-19, including vaccine-resistant strains, or deterioration in crude oil and natural gas 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 may have on our ability to continue to conduct our operations.
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~~War with Ukraine~~Geopolitical Climate and Other Market Forces – Increased 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 and natural gas markets. The ongoing conflict has caused, and could intensify, volatility in oil and natural gas prices, and the extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial negative impact on the global economy and/or our business for an unknown period of time.

~~During~~Further, the ~~three and nine months ended September 30, 2022, for example, we noticed that~~slowdown in the lead times associated with obtaining materials to support our operations and drilling activities has lengthened and, in some cases, prices for materials have increased. Management believes the ongoing war between Russia and Ukraine and its related impact onChinese economy is negatively impacting the global ~~economy are causing supply chain issues~~market and ~~energy concerns in parts of the global economy. In addition, increased inflation, higher interest rates and current turmoil in certain governments are impacting~~ the global supply chain ~~market.~~problems may have a material adverse impact on our financial results and business operations, including our timing and ability to complete future drilling campaigns and other efforts required to advance the development of our crude oil, natural gas and NGLs properties.

Commodity Prices – Historically, the markets for oil, ~~and~~ natural gas and NGLs have been volatile. Oil, natural gas and ~~NGL~~NGLs 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+. In July 2021, OPEC+ agreed to increase production beginning in August 2021 to phase out a portion of the prior production cuts by September 2022. However, as a result of the recent decline in oil prices, onOn October 5, 2022, ~~OPEC+~~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~~day starting November ~~2022. To date, we have~~2022 through December 2023. On April 3, 2023, OPEC+ reaffirmed this reduction and announced additional voluntary reductions totaling 1.2 MMBbls per day through December 2023 by various members in addition to the 500 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 8 MBbls per day. On June 5, 2023, OPEC meeting Saudia Arabia agreed to an additional 1 MMBbls per day for July 2023 but could be extended. In addition, members of OPEC+ agreed to extend the group's existing supply cuts of 3.7 MMBbls per day for another year (December 2024). The Company has not received any mandate to reduce ~~our~~its current oil production from the Etame Marin block as a result of the OPEC+ ~~initiative. Brent crude prices were approximately $88.90 per barrel as of September 30, 2022.~~initiatives.

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.

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COVID-19 Pandemic – On May 5, 2023, the head of the UN World Health Organization (WHO) declared “with great hope” an end to COVID-19 as a public health emergency, stressing that it does not mean the disease is no longer a global threat.
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 June 30, 2023:

Settlement Period

Type of Contract

Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

Type of Contract
Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

(Bbls)

(per Bbl)

(per Bbl)

(Bbls)

(per Bbl)

(per Bbl)

October 2022 to December 2022

Collars

Dated Brent
109,000 $ 70.00 $ 122.00
July 2023 - September 2023
Collars
Dated Brent
95,000 $ 65.00 $ 96.00

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 ~~October 26, 2022,~~July 13, 2023, we entered into additional derivatives contracts for the ~~first~~fourth 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
January 2023 to March 2023

Collars

Dated Brent

101,000

$ 65.00

$ 120.00
Settlement Period
Type of Contract
Index

Average Monthly Volumes

Weighted Average Put Price

Weighted Average Call Price

(Bbls)

(per Bbl)

(per Bbl)

October 2023 - December 2023
Collars
Dated Brent
85,000 $ 65.00 $ 90.00

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.~~Financial Statements.

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RESULTS OF OPERATIONS

Three Months Ended ~~September~~June 30, ~~2022~~2023 Compared to the Three Months Ended ~~September~~June 30, ~~2021~~2022

Net income for the three months ended ~~September~~June 30, ~~2022~~2023 was ~~$6.9~~$6.8 million compared to net income of ~~$31.7~~$15.1 million for the same period of ~~2021.~~2022. See discussion below for changes in revenue and expense.

Crude oil, ~~and~~ natural gas and NGL revenues ~~increased $22.2~~decreased $1.7 million, or approximately ~~39.7%~~2%, to ~~$78.1~~$109.2 million during the three months ended ~~September~~June 30, ~~2022~~2023 from ~~$55.9~~$ 111.0 million for the same period in the prior year. The ~~increased~~ revenue decrease is attributable to significantly higher realized sales prices ~~for~~during the ~~three months ended September 30, 2022 compared to~~prior period, which was partially offset by higher volumes sold in Gabon and the ~~same period~~addition of the Egypt and Canada segments acquired in ~~2021.~~
the Arrangement with TransGlobe.

Three Months Ended September 30,

Three Months Ended June 30,

2022

2021

Increase/(Decrease)

2023

2022

Increase/(Decrease)

(in thousands except per bbl information)

(in thousands except per bbl information)

Net crude oil sales volume (MBbls)
731 741 (10 ) 1,803 958 845
Average crude oil sales price (per Bbl)
$ 103.61 $ 73.02 $ 30.59 $ 59.37 $ 113.38 $ (54.01 )

Net crude oil revenue
$ 78,097 $ 55,899 $ 22,198
Net crude oil, natural gas, and NGLs revenue
$ 109,240 $ 110,985 $ (1,745 )

Operating costs and expenses:

Production expense
23,312 25,208 (1,896 ) 38,604 25,475 13,129
FPSO demobilization
8,867 - 8,867 5,647 — 5,647
Exploration expense
56 479 (423 ) 57 67 (10 )
Depreciation, depletion and amortization
8,963 6,970 1,993 38,003 8,191 29,812
General and administrative expense
1,979 2,940 (961 ) 5,395 3,534 1,861
Bad debt expense
1,020 318 702
Credit losses and other
680 571 109
Total operating costs and expenses
44,197 35,915 8,282 88,386 37,838 50,548
Other operating expense, net
— 46 (46 ) (303 ) - (303 )
Operating income
$ 33,900 $ 20,030 $ 13,870 $ 20,551 $ 73,147 $ (52,596 )

The revenue changes in the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021~~2022 identified as related to changes in price or volume, are shown in the table below:

(in thousands)

Price ~~(1)~~
$ 22,361 $ (97,362 )
Volume
(730 ) 95,772
Other
567 (155 )
$ 22,198 $ (1,745 )

(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 September 30,

2022

2021

Gabon net crude oil production (MBbls)
842 708
Gabon net crude oil sales (MBbls)
731 741

Average realized crude oil price ($/Bbl)
$ 103.61 $ 73.02
Average Dated Brent spot price* ($/Bbl)
99.90 73.51

Three Months Ended June 30,

2023

2022

Net crude oil production (MBbls)
1,791 838
Net crude oil sales (MBbls)
1,803 958

Average realized crude oil price ($/Bbl)
$ 59.37 $ 113.38
Average Dated Brent spot price* ($/Bbl)
77.99 113.84
*Average of daily Dated Brent spot prices posted on the U.S. Energy Information Administration website.

Crude oil, natural gas and NGL revenues decreased $1.7 million, or approximately 2%, during the three months ended June 30, 2023 compared to the same period of 2022.
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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 three liftings~~year. The Company’s Gabon segment contributed $ 77.9 million of revenue to the Company’s total revenue during the three months ended ~~September~~June 30, ~~2022 and three liftings~~2023. This compares to the $ 111.0 million of revenue contributed by the Segment during the three months ended ~~September~~June 30, ~~2021.~~2022. The total barrels lifted in Gabon for the three months ended June 30 was slightly higher than the three months ended June 2022, mainly due to the additional production from the completed 2021/2022 drilling campaign. This was more than offset by the Gabon per barrel price received during the three months ended June 30, 2023 which was $35.14 less than the price received in 2022. Our share of crude oil inventory, ~~aboard the FPSO,~~ excluding royalty barrels, was approximately ~~143,972 barrels~~227,556 and ~~98,031~~45,794 barrels at ~~September~~June 30, 2023 and 2022, ~~and 2021,~~ respectively.

50

~~Table of Contents~~
Egypt

Crude oil sales in Egypt are either sold to a third party via a cargo lifting or sold directly to the government, EGPC. During the three months ended June 30, 2023, all the oil sold in Egypt was through direct sales to EGPC. The Company’s Egypt segment contribute d $21.3 million of revenue to the Company’s total revenue for the quarter. At the end of the quarter, the Company’s Egypt segment had approximately 206,136 barrels at June 30, 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 June 30, 2022.
Canada
Crude oil sales in Canada are normally sold through pipelines to a third party. The Company’s Canadian segment contributed $ 10.0 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 June 30, 2022.
Production expenses ~~decreased $1.9~~increased $13.1 million, or approximately ~~7.5%~~52%, for the three months ended ~~September~~June 30, ~~2022~~2023 to ~~$23.3~~$38.6 million from ~~$25.2~~$25.5 million for the same period in the prior year. The ~~decrease~~increase in production expense was primarily ~~related~~driven by increased production and costs associated with the TransGlobe combination as well as higher Gabon costs due to ~~lower workover costs~~the completed 2021/2022 drilling campaign. VAALCO has seen inflationary pressure on personnel and ~~changes in crude oil inventory of $7.2 million partially offset by higher FPSO hire charges, higher boat expense, higher personnel costs and other costs of $5.3 million.~~contractor costs. On a per barrel basis, production expense, excluding workover expense and stock compensation expense, for the three months ended ~~September~~June 30, ~~2022 increased~~2023 decreased to ~~$31.8~~$ 21.51 per ~~barrel~~ba rrel from ~~$28.9~~$26.58 per barrel for the three months ended ~~September~~June 30, ~~2021~~2022 primarily as a result of higher ~~charter~~sales volumes for the current period. For both the three months ended June 30, 2023 and ~~boat costs incurred in 2022. While~~2022, respectively, we have not experienced any material operational disruptions associated with the current worldwide COVID-19 ~~pandemic,~~pandemic. For the three months ended June 30, 2023 the costs associated with proactive measures related to COVID were not material. For the three months ended June 30, 2022, we ~~have~~ incurred ~~approximately $0.2 million and $0.8~~$0.5 million in ~~higher~~additional costs related to the proactive measures taken in response to the ~~pandemic for each of the three months ended September 30, 2022 and 2021.~~
pandemic.
FPSO ~~demobilization costs~~Demobilization - Norms Waste Disposal for the three months ended ~~September~~June 30, ~~2022 increased~~2023 was $5.6 million. In the second quarter of 2023, it was determined that there was more waste than anticipated connected to ~~$8.9 million. These costs were incurred to retire~~ the FPSO from VAALCO's usage. As such, VAALCO incurred an additional $5.6 million in decommissioning fees, which was reported as ~~we transition~~a separate line item on the ~~block to the FSO. There were no~~income statement. No similar ~~expenses incurred in during the same period in 2021.~~
~~Exploration~~ expense ~~decreased $0.4 million, or approximately 83.3%~~was recorded for the three months ended ~~September~~June 30, ~~2022 to $0.1 million from $0.5 million for the same period in prior year. The decrease in~~2022.
Exploration expense ~~is due to incurring minimal amounts for seismic processing costs~~ for the three months ended ~~September~~June 30, 2023 and 2022 ~~compared~~was not material to ~~the same period in 2021 when the Company was processing the seismic data it had acquired in 2020.~~
our results.

Depreciation, depletion and amortization costs increased ~~$2.0~~$29.8 million, or approximately ~~28.6%~~364% for the three months ended ~~September~~June 30, ~~2022~~2023 to ~~$9.0~~$38.0 million from ~~$7.0~~$8.2 million for the same period in the prior year. The increase in depreciation, depletion and amortization expense for the three months ended June 30, 2023 compared to thee months ended June 30, 2022, is due to higher depletable costs ~~in 2022~~ associated with the ~~2021/2022 drilling campaign.~~
FSO, the field reconfiguration capital costs at Etame and the step-up to fair value of the acquired TransGlobe assets. In addition, new wells were brought online in 2023 for both Egypt and Canada, which also increased depreciation, depletion and amortization expense

General and administrative expenses ~~decreased $1.0~~increased $1.9 million, or ~~32.7%~~53% for the three months ended ~~September~~June 30, ~~2022~~2023 to ~~$2.0~~$5.4 million from ~~$2.9~~$3.5 million for the same period in the prior year. The ~~decrease~~increase in general and administrative ~~expense~~expenses is primarily due to higher corporate ~~overhead allocation~~G&A associated with TransGlobe salaries and wages expense for the three months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021.~~
2022.

~~Bad debt~~ ~~expense~~Credit losses and other increased by $0.1 million to $0.7 million ~~or approximately 220.8%~~ for the three months ended ~~September~~June 30, ~~2022 to $1.0~~2023 from $0.6 million from $0.3 million for the same period in prior. The increase is a result of increased spend 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 three months ended ~~September~~June 30, ~~2022 and for~~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 domestic market needs obligation under the Etame PSC. For the three months ended ~~September~~June 30, ~~2021~~2022, no allowance was established related to this receivable as the state sponsored oil refinery made timely payments of the amounts owed to the Company.
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Table of Contents
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 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 have 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 June 30, 2023 we added $0.5 million to the allowance account for the current quarter's activity. We are now reporting under the condensed consolidated income statement line item “Credit losses and other” the activity related to 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 Financial Statements.
Other operating expense, net for each of the three months ended June 30, 2023 and 2022 was not material to ~~our~~our results.

Derivative instruments gain (loss), net is attributable to our swaps and collars as discussed in Note 8 to the ~~condensed consolidated financial statements.~~Financial Statements. Derivative gain (loss) ~~changed~~decreased by ~~$8.9~~$9.6 million, or approximately ~~173.4%~~100% to aan immaterial gain ~~of $3.8 million~~ for the three months ended ~~September~~June 30, ~~2022~~2023 from a loss of ~~$5.1~~$9.6 million during the same period in the prior year. Derivative gains (losses) for the three months ended June 30, 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 ~~September~~June 30, ~~2022 and 2021, respectively. Every quarter in 2021 and continuing into 2022 Dated Brent crude oil prices have increased. During the third quarter of 2022, dated Brent crude oil prices decreased.~~2022. Our derivative instruments currently cover a portion of our production through ~~March~~December 2023.

Interest ~~income (expense),~~expense, net ~~increased $0.2 million to an expense of $0.2~~was $1.7 million for the three months ended ~~September~~June 30, ~~2022 from~~2023 compared to an expense of ~~$0.0~~$0.1 million during the same period in ~~2021. Net~~2022. The increase of net interest expense for the three months ended ~~September~~June 30, ~~2022,~~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 ~~increased $7.4~~decreased by $1.6 million to an expense of ~~$7.7~~$0.5 million for the three months ended ~~September~~June 30, ~~2022~~2023 from an expense of ~~$0.3~~$2.1 million for the three months ended ~~September~~June 30, ~~2021.~~2022 . Other (expense) income, net normally consists of foreign currency gains and losses as discussed in Note 1 to the ~~condensed consolidated financial statements. However,~~F inancial Statements. Foreign currency losses are the primary driver for the activity during the three months ended ~~September~~June 30, 2022 ~~also included in other (expense) income, net is $6.4~~along with $1.2 million of transactions costs associated with the Arrangement with TransGlobe.

Income tax expense (benefit) for the three months ended ~~September~~June 30, ~~2022~~2023 was an expense of ~~$22.8~~$ 11.6 million. This is comprised of current tax ~~benefit~~expense of ~~$1.2~~$ 12.4 million and ~~$24.0~~$ (0.8) million of deferred tax ~~expense. See Note 16 to the condensed consolidated financial statements for further information.~~benefit. Income tax expense (benefit) for the three months ended ~~September~~June 30, ~~2021~~2022 was ~~a benefit~~an expense of ~~$17.2~~$ 46.3 million. This ~~was~~is comprised of ~~$22.7~~current tax expense of $ 20.4 million and $ 25.9 million of deferred tax benefit and a current tax expense of $5.5 million. The deferred income tax benefit for the three months ended September 30, 2021 included a $22.3 million deferred tax benefit from the reversal of the valuation allowance.
expense.
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~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Net income for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was ~~$34.1~~$10.2 million compared to net income of ~~$47.5~~$27.3 million for the same period of ~~2021.~~2022. See ~~the~~ discussion below for changes in revenue and expense.

Crude oil, ~~and~~ natural gas and NGLs revenuesincreased ~~$115.0~~$10.0 million, or approximately ~~80.6%~~6%, to ~~$257.7~~$189.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from ~~$142.7~~$179.6 million for the same period in the prior ~~year 2021.~~year. The revenue increase ~~in revenue~~ is attributable to ~~more crude oil~~higher volumes sold in Gabon and ~~higher~~the addition of the Egypt and Canada segments acquired in the Arrangement with TransGlobe, partially offset by lower realized sales ~~prices and Sasol’s additional working interest for the full nine months ended September 30, 2022.~~prices.

Nine Months Ended September 30,

Six Months Ended June 30,

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)
2,305 2,002 303
Average crude oil sales price (per Bbl)
$ 109.28 $ 68.31 $ 40.97
Net crude oil, natural gas, and NGLs sales volume (MBoe)
3,027 1,574 1,453
Average crude oil, natural gas and NGLs sales price (per Boe)
$ 61.92 $ 111.92 $ (50.00 )

Net crude oil revenue
$ 257,738 $ 142,696 $ 115,042
Net crude oil, natural gas, and NGLs revenue
$ 189,643 $ 179,641 $ 10,002

Operating costs and expenses:

Production expense
67,147 57,760 9,387 66,804 43,835 22,969
FPSO demobilization
8,867 - 8,867
FPSO demobilization - Norms waste disposal
5,647 — 5,647
Exploration expense
250 1,286 (1,036 ) 65 194 (129 )
Depreciation, depletion and amortization
21,827 16,928 4,899 62,420 12,864 49,556
General and administrative expense
10,507 12,221 (1,714 ) 10,619 8,528 2,091
Bad debt expense
2,083 814 1,269
Credit losses and other
1,615 1,063 552
Total operating costs and expenses
110,681 89,009 21,672 147,170 66,484 80,686
Other operating expense, net
(5 ) (440 ) 435 (303 ) (5 ) (298 )
Operating income (loss)
$ 147,052 $ 53,247 $ 93,805
Operating income
$ 42,170 $ 113,152 $ (70,982 )

The revenue changes in the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 compared to the same period in ~~2021~~2022 identified as related to changes in price or volume, are shown in the table below:

(in thousands)

Price ⁽¹⁾
$ 94,436 $ (151,340 )
Volume
20,698 162,609
Other
(92 ) (1,267 )
$ 115,042 $ 10,002

(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.

Nine Months Ended September 30,

2022

2021

Gabon net crude oil production (MBbls)
2,405 1,904
Gabon net crude oil sales (MBbls)
2,305 2,002

Average realized crude oil price ($/Bbl)
$ 109.28 $ 68.31
Average Dated Brent spot price* ($/Bbl)
105.00 67.89

Six Months Ended June 30,

2023

2022

Net crude oil, natural gas and NGLs production (MBoe)
3,438 1,563
Net crude oil, natural gas and NGLs sales (MBoe)
3,027 1,574

Average realized crude oil, natural gas and NGLs price ($/Boe)
$ 61.92 $ 111.92
Average Dated Brent spot price* ($/Bbl)
$ 79.58 $ 107.59
*Average of daily Dated Brent spot prices posted on the U.S. Energy Information Administration website.

Crude oil, natural gas and NGL revenues increased $10.0 million, or approximately 6%, during the six months ended June 30, 2023 compared to the same period of 2022.
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Table of Contents
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 nine liftings~~year. The Company’s Gabon segment contributed $114.7 million of revenue to the Company’s total revenue during the ~~nine~~six months ended ~~September~~June 30, ~~2022 and eight liftings~~2023. This compares to the $179.6 million of revenue contributed by the Segment during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~nine~~total barrels lifted in Gabon for the six months ended ~~September~~June 30 ~~2022 includes Sasol’s interest for~~was less than the ~~entire period while~~barrels lifted during the same period in ~~2021, Sasol’s interest~~2022, mainly due to the timing of liftings. In addition, the Gabon per barrel price received during the six months ended June 30, 2023 was ~~included after~~$33.14 less than the ~~acquisition date, February 25, 2021.~~price received in 2022. Our share of crude oil inventory, ~~aboard the FPSO,~~ excluding royalty barrels, was approximately ~~143,972 barrels~~227,566 and ~~98,031~~45,794 barrels at ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

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~~Table~~
Egypt
Crude oil sales in Egypt are either sold to a third party via a cargo lifting or sold directly to the government, EGPC. During the six months ended June 30, 2023, the oil sold in Egypt was through third party sales to Mercuria Energy during the first quarter, and through direct sales to EGPC during the second quarter. The Company’s Egypt segment contributed $56.0 million of ~~Contents~~
revenue to the Company’s total revenue for the six months ended June 30, 2023. At the end of the quarter, the Company’s Egypt segment had approximately 206,136 barrels at June 30, 2023 in oil inventory. Since the Company acquired its Egyptian segment in the fourth quarter of 2022, there are no comparable revenues for the six months ended June 30, 2022.
Canada
Crude oil sales in Canada are normally sold through pipelines to a third party. The Company’s Canadian segment contributed $18.9 million of revenue to the Company’s total revenue for the six months ended June 30, 2023. Since the Company acquired its Canadian segment in the fourth quarter of 2022, there are no comparable revenues for the six months ended June 30, 2022.

Production expenses increased ~~$9.4~~$23.0 million, or approximately ~~16.3%~~52%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 to ~~$67.1~~$66.8 million from ~~$57.8~~$43.8 million for the same period in the prior year. The increase in production expense was primarily ~~related~~driven by increased production and costs associated with the TransGlobe combination as well as higher Gabon costs due to ~~higher FPSO costs, boat~~the added production from the now completed 2021/2022 drilling campaign. VAALCO has seen inflationary pressure on personnel and contractor costs. On a per barrel basis, production expense, chemical costs, personnel costs, domestic market obligation (“DMO”) costs, and other costs (collectively an increase of $19.9 million), partially offset by lower workover costs, lower crude oil costs and other costs (collectively $10.6 million). For the nine months ended September 30, 2022 production expenses, excluding workover expense and stock compensation expense, ~~increased~~for the six months ended June 30, 2023 decreased to ~~$29.10~~$22.48 per barrel from ~~$26.75~~$27.85 per barrel for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 primarily as a result of higher ~~costs experienced in 2022. While~~sales volumes. For the six months ended June 30, 2023, we have not experienced any material operational disruptions associated with the current worldwide COVID-19 ~~pandemic, we have incurred approximately $1.6 million for~~pandemic. For the ~~nine~~six months ended ~~September~~June 30, 2023 the costs associated with proactive measures related to COVID were not material. For the six months ended June 30, 2022, ~~and $2.3~~we incurred $1.4 million in higher costs ~~for the nine months ended September 30, 2021~~ related to the proactive measures taken in response to the pandemic.

FPSO ~~demobilization costs~~Demobilization - Norms Waste Disposal for the ~~nine~~six months ended ~~September~~June 30, ~~2022 increased~~2023 was $5.6 million. In the second quarter of 2023, it was determined that there was more waste than anticipated connected to ~~$8.9 million. These costs were incurred to retire~~ the FPSO from VAALCO's usage. As such, VAALCO incurred an additional $5.6 million in decommissioning fees, which was reported as ~~we transition~~a separate line item on the ~~block to~~income statement. No similar expense was recorded for the ~~FSO. There were no similar expenses incurred in during the same period in 2021.~~six months ended June 30, 2022.

Exploration expense ~~decreased $1.0 million, or approximately 80.6%~~ for the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was not material to $0.3 million from $1.3 million for the same period in prior year. The decrease is due to incurring minimal amounts for seismic processing costs for the nine months ended September 30, 2022 compared to the same period in 2021 when the Company was processing the seismic data it had acquired in 2020. our results.

Depreciation, depletion and amortization costs increased ~~$4.9~~$49.6 million, or approximately ~~28.9%~~385% for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 to ~~$21.8~~$62.4 million from ~~$16.9~~$12.9 million for the same period in the prior year. The increase in depreciation, depletion and amortization expense for the six months ended June 30, 2023 compared to six months ended June 30, 2022, is due to higher depletable costs ~~in 2022~~ associated with the ~~2021/2022 drilling campaign.~~FSO, the field reconfiguration capital costs at Etame and the step-up to fair value of the TransGlobe assets. In addition, new wells were brought online in 2023 for both Egypt and Canada, which also increased depreciation, depletion and amortization expense

General and administrative expenses ~~decreased $1.7~~increased $2.1 million, or approximately 14.0% in the nine months ended September 30, 2022 to $10.5 million compared to $12.2 million for the same period in the prior year. The decrease in expense was primarily related to lower corporate salary and wages, lower legal fees and higher allocations of corporate expenses in 2022 (collectively $4.7 million) partially offset by higher audit and professional fees and other fees (collectively $3.0 million).
~~Bad debt expense~~ ~~increased by $1.2 million, or 155.9%~~25%, for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 to ~~$2.1~~$10.6 million from ~~$0.8~~$8.5 million for the same period in the prior year. The increase in general and administrative expenses is primarily due to payroll expenses associated with TransGlobe's corporate segment for the six months ended June 30, 2023 compared to the same period in 2022.
Credit losses and other increased by $0.6 to $1.6 million for the six months ended June 30, 2023 from $1.1 million for the six months ended June 30, 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 ~~result~~receivable from a state sponsored oil refinery where we delivered oil pursuant to the domestic market needs obligation under the Etame PSC. During the six months ended June 30, 2023, we recognized an additional amount to the credit loss allowance of ~~increased spending~~$0.5 million for crude oil delivered to the refinery during the six months. For the six months ended June 30, 2022, no allowance was established related to this receivable as ~~a result~~the state sponsored oil refinery made timely payments of the ~~2021/2022 drilling campaign. The~~amounts owed to the Company.
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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 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 six months ended June 30, 2023 we added $1.1 million to the allowance account ~~associated with~~for the ~~TVA balance has also increased as we have received no payments~~current year's 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 Financial Statements.

Other operating ~~income (expense),~~expense, netfor each of the ~~nine~~six months ended ~~September~~June 30, 2023 and 2022 was not material to our results. For the nine months ended September 30, 2021, the $0.4 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 gain (loss), net is attributable to our ~~derivative instruments~~swaps and collars as discussed in Note 8 to the ~~condensed consolidated financial statements.~~Financial Statements. Derivative ~~losses increased $16.5~~loss decreased by $41.4 million, or approximately 100% to ~~a loss of $37.5 million~~an immaterial gain for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 from a loss of ~~$21.1~~$41.3 million ~~for~~during the same period in the prior year. Derivative ~~losses~~gains (losses) for the six months ended June 30, 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 ~~nine~~six months ended ~~September 30,2022 and 2021, respectively. Every quarter in 2021 and continuing in~~June 30, 2022. During 2022, ~~Dated Brent crude oil prices have increased. Since VAALCO owes~~we changed the ~~counterparty for any Dated Brent price over the initial per barrel value and we continued~~type of our derivative instruments from swaps to ~~place on additional hedges in 2021 and 2022, the loss associated with the derivates has increased.~~costless collars. Our derivative instruments currently cover a portion of our production through ~~March~~December 2023.

Interest ~~(expense) income,~~expense, net ~~decreased $0.4~~was $3.9 million for the six months ended June 30, 2023 compared to an expense of ~~$0.4 million for the nine months ended September 30, 2022 from expense of $0.0~~$0.1 million during the same period in ~~2021. Net~~2022. The increase of net interest expense for the ~~nine~~six months ended ~~September~~June 30, ~~2022,~~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)~~(expense) income decreased ~~$14.6~~by $1.1 million to expense of $1.7 million for the six months ended June 30, 2023 from an expense of ~~$10.5~~$2.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2022 from income of $4.1 million for the nine months ended September 30, 2021.~~2022. Other (expense) income, net normally consists of foreign currency ~~losses~~gains and (losses) as discussed in Note 1 to the ~~condensed consolidated financial statements.~~Financial Statements. However, the six months ended June 30, 2023, also included $1.4 million expense from a transition period adjustment of the bargain purchase gain related to the Arrangement with TransGlobe as discussed in Note 3 to the Financial Statements. For the six months ended June 30, 2022, foreign currency losses are the primary driver for the ~~nine months ended September 30, 2022, Other (expense) income also included $7.6~~activity along with $1.2 million of transactions costs associated with the Arrangement with TransGlobe. ~~For~~There was also $1.5 million in foreign exchange activity for the ~~nine~~six months ended ~~September~~June 30, ~~2021, included un~~2022 compared to an immaterial amount for the same period in ~~Other (expense) income, net, is a bargain purchase gain of $5.5 million partially offset by $1.0 million of transaction fees associated with the Sasol Acquisition.~~2023.

Income tax expense (benefit)for the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 was an expense of ~~$64.5~~$26.4 million. This is comprised of current tax expense of ~~$24.9~~$24.7 million and ~~$39.5~~$1.7 million of deferred tax expense. The deferred income tax expense for the nine months ended September 30, 2022 included a $20.2 million deferred tax benefit from the reversal of the valuation allowance. See Note 16 to the condensed consolidated financial statements for further information. Income tax expense (benefit) for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 was a ~~benefit~~an expense of ~~$11.3~~ ~~million~~.$41.6 million. This ~~was~~is comprised of ~~a $26.4~~current tax expense of $26.1 million and $15.5 million of deferred tax ~~benefit and a current tax expense of $15.1 million. The~~ ~~deferred income tax expense for the nine months ended September 30, 2021 included a $22.3 million deferred tax benefit from the reversal of the valuation allowance.~~
expense.

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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 ~~September~~June 30, ~~2022,~~2023, we had net monetary assets of ~~$26.3~~$41.2 million (XAF ~~17,636.4~~24,851.6 million) denominated in XAF. A 10% weakening of the CFA relative to the U.S. dollar would have a ~~$2.4~~$3.7 million reduction in the value of these net assets. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2022,~~2023, we had expenditures of approximately ~~$8.8~~$12.8 million and ~~$24.9~~$24.5 million, respectively, (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 six months ended June 30, 2023 by approximately $0.7 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 six months ended June 30, 2023 by approximately $0.8 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 June 30, 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 six months ended June 30, 2023 by $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 six months ended June 30, 2023 by $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.
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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 ~~731~~968 MBbls, a $5 per Bbl decrease in crude oil price would be expected to cause a ~~$3.7~~$4.8 million decrease per quarter in revenues and operating income (loss) and a ~~$3.3~~$4.3 million decrease per quarter in net income (loss).
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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 253 MBbls, a $5 per Bbl decrease in crude oil price would be expected to cause a $1.3 million decrease per quarter in revenues and operating income (loss) and a $1.0 million decrease per quarter in net income (loss).

As of ~~September~~June 30, ~~2022,~~2023, we had unexpired derivative instruments outstanding covering ~~326~~approximately 287 MBbls of production through ~~December 2022.~~September 30, 2023. In ~~October~~July of ~~2022,~~2023, we added derivative contracts covering ~~303,000~~255 MBbls of ~~production~~production from ~~January~~October 2023 through ~~March~~December 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 condensed consolidated financial statements~~the Financial Statements for further discussion.

Interest Rate ~~Sensitivity~~RISK

Changes in market interest rates affect the amount of interest owed on outstanding balances under our Facility. However, as of ~~September~~June 30, ~~2022~~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 ~~September~~June 30, ~~2022,~~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 unaudited 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.
MANAGEMENT’S 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.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

~~There~~Except 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 ~~September~~June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

ITEM 1A. 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 ~~2021~~2022 Form 10-K. ~~Except as provided below, there~~There have been no material changes in our risk factors from those described in our ~~2021~~2022 Form 10-K.

~~Risks Related to the Completion of the Arrangement with TransGlobe~~
~~Significant demands will be placed on the Combined Company as a result of the recent completion of the Arrangement.~~
As a result of the pursuit and completion of the Arrangement, significant demands have and will continue to be placed on the managerial, operational and financial personnel and systems of the Combined Company. We cannot provide any assurance that management of VAALCO and the operations teams of the Combined Company will be adequate to support the expansion of operations and associated increased costs and complexity following and resulting from the recent consummation of the Arrangement. The future operating results of the Combined Company will be affected by the ability of its officers and key employees to manage changing business conditions, integrate the acquisition of TransGlobe and implement a new business strategy.
~~We may not realize the anticipated benefits of the Arrangement and the integration of TransGlobe may not occur as planned.~~
The Arrangement was agreed to with the expectation that its completion will result in accretive reserves and expected production amounts as well as enhanced growth capital markets opportunities for the Combined Company. These anticipated benefits will depend in part on whether TransGlobe’s and VAALCO’s operations can be integrated in an efficient and effective manner. A significant number of operational and strategic decisions and certain staffing decisions with respect to integration of the two companies have not yet been made. These decisions and the integration of the two companies will present challenges to management, including the integration of systems and personnel of the two companies which may be geographically separated, anticipated and unanticipated liabilities, unanticipated costs (including substantial capital expenditures required by the integration) and the loss of key employees. In particular, following a transition period of up to six months following consummation of the Arrangement, we expect the departure of TransGlobe’s former President and Chief Executive Officer, Vice President, Finance, Chief Financial Officer and Corporate Secretary and Vice President and Chief Operating Officer. These departures may result in a loss of institutional knowledge concerning TransGlobe’s operations and could delay the achievement of the Combined Company’s strategic objectives. In addition, there may be potential unknown liabilities of TransGlobe that may prevent the Combined Company from fully realizing the anticipated benefits of the Arrangement.
The performance of the Combined Company’s operations now that the Arrangement has been completed could be adversely affected if, among other things, the Combined Company is not able to achieve the anticipated benefits expected to be realized in entering the Arrangement or retain key employees to assist in the integration and operation of TransGlobe and VAALCO. In particular, the Combined Company may not be able to realize the anticipated strategic benefits and synergies from the Arrangement. We believe that the combination of the companies will provide a number of operational and financial benefits. However, achieving these goals assumes, among other things, the realization of the targeted cost synergies expected from the Arrangement. The consummation of the Arrangement may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. In addition, the integration process could result in diversion of the attention of management and disruption of existing relationships with suppliers, employees, customers and other constituencies of each company. Although we and our advisors have conducted due diligence on the operations of TransGlobe, there can be no guarantee that we are aware of any and all liabilities of TransGlobe.
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In addition, our management has assumed that we will be able to elect to treat the Arrangement as an asset acquisition under Section 338(g) of the Internal Revenue Code of 1986, as amended (the “Code”). This election may be unavailable if existing TransGlobe shareholders own shares of VAALCO common stock in an amount that prevents the Arrangement from being a “qualified stock purchase” (within the meaning of Section 338(d)(3) of the Code).
A determination of the common ownership of VAALCO and TransGlobe is not possible until the closing of the arrangement and may still be subject to uncertainty following the closing If an election under Section 338(g) of the Code is unavailable, the integration of TransGlobe may give rise to additional tax costs and the actual combined performance of VAALCO and TransGlobe following the arrangement may differ materially from the assumptions of VAALCO’s management. As a result of these and other factors, it is possible that certain benefits expected from the combination of TransGlobe and VAALCO may not be realized.
~~The Combined Company may not generate sufficient cash to satisfy TransGlobe~~’~~s payment obligations under the Merged Concession Agreement or be able to collect some or all of TransGlobe~~’~~s receivables from the EGPC, which could negatively affect the Combined Company~~’~~s operating results and financial condition.~~
On January 19, 2022, subsidiaries of TransGlobe executed an agreement with the EGPC (the “Merged Concession Agreement”) to update and merge TransGlobe’s three Egyptian concessions in West Bakr, West Gharib and NW Gharib (the “Merged Concession”). The Merged Concession Agreement was signed by its parties on January 19, 2022 with an effective date of February 1, 2020 (the “Merged Concession Effective Date”). As part of the conditions precedent to the signing of the Merged Concession Agreement by the Minister of Petroleum & Mineral Resources on behalf of the Egyptian Government, TransGlobe remitted the initial modernization payment of $15.0 million and signature bonus of $1.0 million. In accordance with the Merged Concession Agreement, TransGlobe made another modernization payment to the EGPC in the amount of $10.0 million on February 1, 2022. 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 agreement, TransGlobe will be required to pay an additional $10.0 million on February 1^st for each of the next four years. In addition, TransGlobe has committed to spending a minimum of $50.0 million over each five-year period for the 15 years of the primary term (total $150.0 million). TransGlobe’s ability to make scheduled payments arising from the Merged Concession Agreement will depend on its financial condition and operating performance, which would be subject to then prevailing economic, industry and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond its control. TransGlobe may be unable to maintain a level of cash flow sufficient to permit it to satisfy the payment obligations under the Merged Concession Agreement. If TransGlobe is unable to satisfy its obligations, it is possible that the EGPC could seek to terminate the Merged Concession Agreement, which would negatively affect the combined company’s operating results and financial condition.
In addition, upon execution of the Merged Concession Agreement, there was a Merged Concession Effective Date adjustment of funds owed to TransGlobe for the difference between the commercial terms in the Concession Agreement and the Merged Concession Agreement applicable to the Eastern Desert production from the Merged Concession Effective Date. The quantum of this adjustment is currently being finalized with the EGPC and could result in a range of outcomes based on the final price per barrel negotiated. TransGlobe has recognized a receivable of $67.5 million as of June 30, 2022, which represents the amount expected to be received from the EGPC based on historical realized prices. If the EGPC’s financial position becomes impaired or it disputes or if the EGPC refuses to pay some or all of the said amount, TransGlobe’s ability to fully collect such receivable from the EGPC could be impaired, which could negatively affect the combined company’s operating results and financial condition.
~~Inflation could adversely impact the Combined Company~~’~~s ability to control its costs, including its operating expenses and capital costs.~~
Although inflation has been relatively low in recent years, it rose significantly in the second half of 2021 and the first nine months of 2022. In addition, global and industry-wide supply chain disruptions have resulted in shortages in labor, materials and services. Such shortages have resulted in inflationary cost increases for labor, materials and services and could continue to cause costs to increase, as well as a scarcity of certain products and raw materials. To the extent elevated inflation remains, the combined company may experience further cost increases for its operations, including oilfield services and equipment as increasing prices of oil, natural gas and natural gas liquids increased drilling activity in its areas of operations, as well as increased labor costs. An increase in the prices of oil, natural gas and natural gas liquids may cause the costs of materials and services we use to rise. We cannot predict any future trends in the rate of inflation, and a significant increase in inflation, to the extent we are unable to recover higher costs through higher commodity prices and revenues, could negatively impact our business, financial condition and results of operation.
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~~TransGlobe~~’~~s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.~~
VAALCO’s reserve estimates have been prepared in accordance with United States Financial Accounting Standards Board’s (“FASB”) ASC Topic 932 – Extractive Activities – Oil and Natural Gas under U.S. GAAP and subpart 1200 of Regulation S-K promulgated by the SEC (the “U.S. Standards”). VAALCO has not been involved in the preparation of TransGlobe’s historical oil and natural gas reserves estimates. TransGlobe’s historical oil and natural gas reserves estimates were prepared in accordance with the standards set forth in the COGE Handbook and the reserves definitions contained in NI 51-101 and the COGE Handbook, which differ from the requirements of United States securities laws. In addition to being a reporting issuer in all provinces of Canada, TransGlobe is a registrant with the SEC but is permitted to present disclosure of its reserves information in accordance with the standards set out in the COGE Handbook and the reserves definitions contained in NI 51-101 and the COGE Handbook.
Estimates of reserves and future net revenue made in accordance with NI 51-101 will differ from corresponding U.S. GAAP standardized measure prepared in accordance with U.S. Standards and those differences may be material. For example, the U.S. standards require United States oil and gas reporting companies, in their filings with the SEC, to disclose only proved reserves after the deduction of royalties and production due to others but permits the optional disclosure of probable and possible reserves in accordance with SEC’s definitions. Additionally, the COGE Handbook and NI 51-101 require disclosure of reserves and related future net revenue estimates based on forecast prices and costs, whereas the U.S. Standards require that reserves and related future net revenue be estimated using average prices for the previous 12 months and that the standardized measure reflect discounted future net income taxes related to VAALCO’s operations. In addition, the COGE Handbook and NI 51-101 permit the presentation of reserves estimates on a “company gross” basis, representing TransGlobe’s working interest share before deduction of royalties, whereas the U.S. Standards require the presentation of net reserve estimates after the deduction of royalties and similar payments. There are also differences in the technical reserves estimation standards applicable under NI 51-101 and, pursuant thereto, the COGE Handbook, and those applicable under the U.S. Standards. NI 51-101 requires that proved undeveloped reserves be reviewed annually for retention or reclassification if development has not proceeded as previously planned, while the U.S. Standards specify a five-year limit after initial booking for the development of proved undeveloped reserves. Finally, the SEC prohibits disclosure of oil and gas resources in SEC filings, including contingent resources, whereas Canadian securities regulatory authorities allow disclosure of oil and gas resources. Resources are different than, and should not be construed as, reserves. The foregoing is not an exhaustive summary of Canadian or U.S. reserves reporting requirements.
~~The Combined Company faces political risks in new jurisdictions.~~
TransGlobe’s principal operations, development and exploration activities and significant investments are held in Canada and Egypt, some of which may be considered to have an increased degree of political and sovereign risk. Any material adverse changes in government policies or legislation of such countries or any other country that TransGlobe has economic interests in that affect oil and gas exploration activities may affect the viability and profitability of the Combined Company.
While the governments in Canada, Egypt and other countries in which TransGlobe has oil and gas operations or development or exploration projects have historically supported the development of natural resources by foreign companies, there is no assurance that such governments will not in the future adopt different regulations, policies or interpretations with respect to, but not limited to, foreign ownership of oil and gas resources, royalty rates, taxation, rates of exchange, environmental protection, labor relations, repatriation of income or return of capital, restrictions on production or processing, price controls, export controls, currency remittance, or the obligations of TransGlobe under its respective oil and gas laws, code or standards. The possibility that such governments may adopt substantially different policies or interpretations, which might extend to the expropriation of assets, may have a material adverse effect on the combined company following the arrangement. Political risk also includes the possibility of terrorism, civil or labor disturbances and political instability. No assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable oil and gas authorizations nor can assurance be given that such oil and gas authorizations will not be challenged or impugned by third parties. The effect of any of these factors may have a material adverse effect on the Combined Company’s results of operations and financial condition.
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~~Upon consummation of the arrangement, we became a reporting issuer in Canada and are therefore subject to certain Canadian disclosure requirements.~~
Upon consummation of the arrangement, we became a reporting issuer in each of the provinces of Canada and is subject to Canadian continuous disclosure and other reporting obligations under applicable Canadian securities laws. Most Canadian continuous disclosure requirements are codified in National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) of the Canadian Securities Administrators. The application of these requirements to VAALCO is modified by various rules providing exemptions for non-Canadian issuers in certain circumstances, including National Instrument 71-101 – The Multijurisdictional Disclosure System (“NI 71-101”) and National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (“NI 71-102”). NI 51-102 generally requires that issuers file audited annual financial statements and unaudited interim financial statements meeting certain requirements, management’s discussion and analysis relating to its annual and interim financial statements, an annual information form, material change reports and other disclosure items at prescribed times and/or upon the occurrence of certain specified events. We will be able to satisfy most of its Canadian reporting obligations under Canadian securities laws by filing certain of its U.S. disclosure documents in accordance with the exemptions codified in NI 71-101 and NI 71-102 on the System for Electronic Document Analysis and Retrieval at www.sedar.com. Nonetheless, we will be required to prepare and disclose our reserves information in accordance with the COGE Handbook and NI 51-101, and such disclosure standards differ from the SEC’s applicable disclosure requirements. See “—~~TransGlobe~~’~~s public filings are subject~~~~to Canadian disclosure standards, which differ from SEC disclosure requirements~~.” These additional reporting obligations will cause us to incur increased compliance costs and place increased demands on our management, administrative, operational and accounting resources and on our audit committee. As a general matter, we will not be able to cease to be a Canadian reporting issuer unless and until residents of Canada do not: (i) directly or indirectly beneficially own more than 2% of each class or series of outstanding securities (including debt securities) of VAALCO worldwide; and (ii) directly or indirectly comprise more than 2% of the total number of securityholders of VAALCO worldwide.
~~Upon consummation of the arrangement, VAALCO became subject to the Canadian take-over bid regime pursuant to applicable Canadian securities laws.~~
Upon consummation of the arrangement, VAALCO became subject to the Canadian take-over bid regime pursuant to applicable Canadian securities laws. In general, a take-over bid is an offer to acquire voting or equity securities of a class made to persons in a Canadian jurisdiction where the securities subject to the bid, together with securities beneficially owned, or over which control or direction is exercised, by a bidder, its affiliates and joint actors, constitute 20% or more of the outstanding securities of that class of securities. Subject to the availability of an exemption, take-over bids in Canada are subject to prescribed rules that govern the conduct of a bid by requiring a bidder to comply with detailed disclosure obligations and procedural requirements. Among other things, a take-over bid must be made to all holders of the class of voting or equity securities being purchased; a bid is required to remain open for a minimum of 105 days subject to certain limited exceptions; a bid is subject to a mandatory, non-waivable minimum tender requirement of more than 50% of the outstanding securities of the class that are subject to the bid, excluding securities beneficially owned, or over which control or direction is exercised, by a bidder, its affiliates and joint actors; and following the satisfaction of the minimum tender requirement and the satisfaction or waiver of all other terms and conditions, a bid is required to be extended for at least an additional 10-day period. There are a limited number of exemptions from the formal take-over bid requirements. In general, certain of these exemptions include the following: (i) the normal course purchase exemption permits the holder of more than 20% of a class of equity or voting securities to purchase up to an additional 5% of the outstanding securities in a 12-month period (when aggregated with all other purchases in that period), provided there must be a published market and the purchaser must pay not more than the “market price” of the securities (as defined) plus reasonable brokerage fees or commissions actually paid; (ii) the private agreement exemption exempts private agreement purchases that result in the purchaser exceeding the 20% take-over bid threshold, provided the agreement must be made with not more than five sellers and the sellers may not receive more than 115% of the “market price” of the securities (as defined); and (iii) the foreign take-over bid exemption exempts a bid from the formal take-over bid requirements if, among other things, less than 10% of the outstanding securities of the class are held by Canadian residents and the published market on which the greatest volume of trading in securities of the class occurred in the 12 months prior to the bid was not in Canada.
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~~Increased exposure to foreign exchange fluctuations and capital controls may adversely affect the combined company~~’~~s earnings and the value of some of the combined company~~’~~s assets.~~
Our reporting currency is the U.S. dollar and the majority of our earnings and cash flows are denominated in U.S. dollars. The operations of TransGlobe are also reported in U.S. dollars, but TransGlobe conducts some of its business in currencies other than the U.S. dollar and, as a result, the Combined Company’s consolidated earnings and cash flows may be impacted by movements in the exchange rates to a greater extent than prior to the Arrangement. In particular, any change in the value of the currencies of the Canadian Dollar or the Egyptian Pound versus the U.S. dollar could negatively impact the Combined Company’s earnings, and could negatively impact the Combined Company’s ability to realize all of the anticipated benefits of the Arrangement.
In addition, from time to time, emerging market countries such as those in which the Combined Company will operate adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. In addition, many emerging markets countries require consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on the Combined Company, reduction of the immediately available capital that the Combined Company could otherwise deploy for investment opportunities or the payment of expenses. In addition, measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for the Combined Company.
~~The combined company will face new legislation and tax risks in certain TransGlobe operating jurisdictions.~~
TransGlobe has operations and conducts business in multiple jurisdictions in which we do not currently operate or conduct business, which may increase our susceptibility to sudden tax changes. Taxation laws in these jurisdictions are complex, subject to varying interpretations and applications by the relevant tax authorities and subject to changes and revisions in the ordinary course, which could result in an increase in TransGlobe’s taxes, or other governmental charges, duties or impositions, or an unreasonable delay in the refund of certain taxes owing to TransGlobe. No assurance can be given that new tax laws, rules or regulations will not be enacted or that existing tax laws will not be changed, interpreted or applied in a manner that could result in the Combined Company’s profits being subject to additional taxation, result in the combined company not recovering certain taxes on a timely basis or at all, or that could otherwise have a material adverse effect on the Combined Company.
~~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.~~
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~~Table of Contents~~
~~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 Facility~~’~~s 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. We were in compliance with covenants under the Facility through September 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.
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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.
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~~Table of Contents~~
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.~~
~~Risks Related to Our Industry~~
We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine. Our business may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.
U.S. and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. We are continuing to monitor the situation in Ukraine and globally and assessing its potential impact on our business.
Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, others, including an agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system, expansive ban on imports and exports of products to and from Russia and ban on exportation of U.S denominated banknotes to Russia or persons located there. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to increased volatility in oil and gas prices or create supply chain interruptions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial.

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

Unregistered Sale of Equity Securities

There were no sales of unregistered securities during the quarter ended ~~September~~June 30, ~~2022~~2023 that were not previously reported on a Current Report on Form 8-K.

Issuer Repurchases of Common Stock

On November 1, 2022, we announced that ~~VAALCO’s newly-expanded~~our board of directors formally ratified and approved the share buyback program ("the Plan") that was announced on August 8, 2022 in conjunction with ~~the Company’s~~our business combination with TransGlobe. The board of directors also directed management to implement the Plan to facilitate share purchases through open market purchases, ~~privately-negotiated~~privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the ~~Securities~~ Exchange ~~Act of 1934.~~Act. The Plan provides for an aggregate purchase of currently outstanding common stock up to $30 million over up to 20 months. Payment for shares repurchased under the share buyback program will be funded using ~~the Company's~~our cash on hand and cash flow from operations.

The following table represents details of the various repurchases under the Plan during the quarter ended June 30, 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 $ 4.94 303,969 $ 21,003,245
May 1, 2023 - May 31, 2023
362,843 $ 4.14 362,843 $ 19,502,740
June 1, 2023 - June 30, 2023
494,164 $ 4.05 494,164 $ 17,504,007
Total
1,160,976 1,160,976
See Note 14 to the Financial Statements for further discussion.

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Subsequent to June 30, 2023 and through August 4, 2023, the following table represents the details of various repurchases under the Plan:
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

July 1, 2023 - July 31, 2023
505,720 $ 3.96 505,720 $ 15,504,180
August 1, 2023 - August 4, 2023
98,411 $ 4.29 98,411 $ 15,082,133
Total
604,131 604,131
ITEM5.OTHER INFORMATION
During the three months ended June 30, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act)
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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).
3.1.1 Certificate of Amendment to Restated Certificate 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’s Current Report on Form 8-K filed on December 23, 2015, and incorporated herein by reference).
~~3.4~~ Certificate of Amendment to Restated Certificate 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 14, 2022 and incorporated herein by reference).
~~10.1~~(a)*
~~First Amendment to Employment Agreement, dated as of August 30, 2022, by and between VAALCO Energy, Inc. and Michael Silver~~31.1(a)
~~10.2~~(a)**
~~Addendum No. 7 to Contract for the Provision of an FPSO, dated September 9, 2022, between VAALCO Gabon S.A., Tinworth Pte. Limited and Tinworth Gabon S.A.~~
~~10.3~~
~~Form of VAALCO Voting Agreement, dated as of July 13, 2022 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 14, 2022 and incorporated herein by reference).~~
~~10.4~~
~~Form of TransGlobe Voting Agreement, dated as of July 13, 2022 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 14, 2022 and incorporated herein by reference).~~
~~31.1(a)~~
Sarbanes-Oxley Section 302 certification of Principal Executive Officer.
~~31.2~~31.2(a)~~(a)~~
Sarbanes-Oxley Section 302 certification of Principal Financial Officer.
~~32.1~~32.1(b)~~(b)~~
Sarbanes-Oxley Section 906 certification of Principal Executive Officer.
~~32.2~~32.2(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.

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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: ~~November 8, 2022~~August 9, 2023

6570

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
	(in thousands)
Allowance for bad debt
Balance at beginning of period	$	(6,389	)	$	(5,575	)	$	(5,741	)	$	(2,273	)
Bad debt charge, net of receipts		(1,020	)		(318	)		(2,083	)		(814	)
Adjustment associated with Sasol Acquisition		—			—			—			(2,879	)
Foreign currency gain (loss)		355			117			770			190
Balance at end of period	$	(7,054	)	$	(5,776	)	$	(7,054	)	$	(5,776	)

	*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

	February 25, 2021
	*(in thousands)*
Purchase Consideration
Cash	$	33,959
Fair value of contingent consideration		4,647
Total purchase consideration	$	38,606

	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

	(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 June 30, 2022 reclassifies depreciation expense, 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 ninethree months ended SeptemberJune 30, 20212022 excludes nonrecurringreclassifies interest expense, for certain leases identified as operating leases, as production expense.}
(d)	^{The unaudited pro forma adjustments directly attributableoperating income for the six months ended June 30, 2022 removes the $26.0 million impairment reversal recorded by TransGlobe in 2022, reclassifies depreciation expense, for certain leases identified as operating leases, to production expense and adjusts depreciation, depletion and amortization expense related to the Sasol Acquisition, consisting of a bargaindepletable assets and asset retirement obligations acquired in the arrangement based on the purchase gain of $7.7 million and transaction costs of $1.0 million.price allocation.}
(e)	The unaudited pro forma net income for the six months ended June 30, 2022 reclassifies interest expense, for certain leases identified as operating leases, as production expense.

	*Three Months Ended September 30, 2022*
*(in thousands)*	*Gabon*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil and natural gas sales	$	78,097		$	—		$	—		$	78,097
Operating costs and expenses:
Production expense		22,828			484			—			23,312
FPSO demobilization		8,867			—			—			8,867
Exploration expense		56			—			—			56
Depreciation, depletion and amortization		8,940			—			23			8,963
General and administrative expense		915			120			944			1,979
Bad debt expense and other		681			339			—			1,020
Total operating costs and expenses		42,287			943			967			44,197
Other operating expense, net		—			—			—			—
Operating income		35,810			(943	)		(967	)		33,900
Other income (expense):
Derivative instruments loss, net		—			—			3,778			3,778
Interest (expense) income, net		(351	)		—			117			(234	)
Other (expense) income, net		(1,305	)		1			(6,403	)		(7,707	)
Total other expense, net		(1,656	)		1			(2,508	)		(4,163	)
Income from continuing operations before income taxes		34,154			(942	)		(3,475	)		29,737
Income tax (benefit) expense		25,415			—			(2,572	)		22,843
Income from continuing operations		8,739			(942	)		(903	)		6,894
Loss from discontinued operations, net of tax		—			—			(26	)		(26	)
Net income	$	8,739		$	(942	)	$	(929	)	$	6,868
Consolidated capital expenditures	$	51,610		$	—		$	53		$	51,663

	*Nine Months Ended September 30, 2022*
*(in thousands)*	*Gabon*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil and natural gas sales	$	257,738		$	—		$	—		$	257,738
Operating costs and expenses:
Production expense		66,269			878			—			67,147
FPSO demobilization		8,867			—			—			8,867
Exploration expense		250			—			—			250
Depreciation, depletion and amortization		21,766			—			61			21,827
General and administrative expense		2,073			329			8,105			10,507
Bad debt expense and other		1,744			339			—			2,083
Total operating costs and expenses		100,969			1,546			8,166			110,681
Other operating expense, net		(5	)		—			—			(5	)
Operating income		156,764			(1,546	)		(8,166	)		147,052
Other income (expense):
Derivative instruments loss, net		—			—			(37,522	)		(37,522	)
Interest (expense) income, net		(515	)		—			160			(355	)
Other (expense) income, net		(2,799	)		(1	)		(7,714	)		(10,514	)
Total other expense, net		(3,314	)		(1	)		(45,076	)		(48,391	)
Income from continuing operations before income taxes		153,450			(1,547	)		(53,242	)		98,661
Income tax (benefit) expense		74,671			1			(10,205	)		64,467
Income from continuing operations		78,779			(1,548	)		(43,037	)		34,194
Loss from discontinued operations, net of tax		—			—			(58	)		(58	)
Net income	$	78,779		$	(1,548	)	$	(43,095	)	$	34,136
Consolidated capital expenditures	$	121,492		$	—		$	120		$	121,612

	*Three Months Ended June 30, 2023*
(in thousands)	*Gabon*			*Egypt*			*Canada*		*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil, natural gas and natural gas liquids sales	$	77,924		$	21,308		$	10,008	$	—		$	—		$	109,240
Operating costs and expenses:
Production expense		23,931			11,089			3,255		386			(57	)		38,604
FPSO Demobilization - Norms Waste Disposal		5,647			—			—		—			—			5,647
Exploration expense		43			14			—		—			—			57
Depreciation, depletion and amortization		19,457			13,757			4,747		—			42			38,003
General and administrative expense		318			202			—		87			4,788			5,395
Credit losses and other		518			—			—		162			—			680
Total operating costs and expenses		49,914			25,062			8,002		635			4,773			88,386
Other operating income (expense), net		(62	)		(241	)		—		—			—			(303	)
Operating income		27,948			(3,995	)		2,006		(635	)		(4,773	)		20,551
Other income (expense):
Derivative instruments loss, net		—			—			—		—			31			31
Interest (expense) income, net		(1,376	)		(503	)		—		—			176			(1,703	)
Other (expense) income, net		(619	)		—			1		—			81			(537	)
Total other expense, net		(1,995	)		(503	)		1		—			288			(2,209	)
Income (loss) from continuing operations before income taxes		25,953			(4,498	)		2,007		(635	)		(4,485	)		18,342
Income tax (benefit) expense		16,251			4,261			—		—			(8,924	)		11,588
Income (loss) from continuing operations		9,702			(8,759	)		2,007		(635	)		4,439			6,754
Loss from discontinued operations, net of tax		—			—			—		—			(2	)		(2	)
Net income (loss)	$	9,702		$	(8,759	)	$	2,007	$	(635	)	$	4,437		$	6,752
Consolidated capital expenditures	$	1,375		$	8,526		$	6,491	$	—		$	36		$	16,427

	*Three Months Ended September 30, 2021*
*(in thousands)*	*Gabon*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil and natural gas sales	$	55,899		$	—		$	—		$	55,899
Operating costs and expenses:
Production expense		24,967			229			12			25,208
Exploration expense		479			—			—			479
Depreciation, depletion and amortization		6,953			—			17			6,970
General and administrative expense		394			42			2,504			2,940
Bad debt expense and other		318			—			—			318
Total operating costs and expenses		33,111			271			2,533			35,915
Other operating expense, net		46			—			—			46
Operating income		22,834			(271	)		(2,533	)		20,030
Other income (expense):
Derivative instruments loss, net		—			—			(5,147	)		(5,147	)
Interest (expense) income, net		—			—			3			3
Other (expense) income, net		(318	)		(1	)		(9	)		(328	)
Total other expense, net		(318	)		(1	)		(5,153	)		(5,472	)
Income from continuing operations before income taxes		22,516			(272	)		(7,686	)		14,558

Income tax (benefit) expense		839			—			(18,022	)		(17,183	)
Income from continuing operations		21,677			(272	)		10,336			31,741
Loss from discontinued operations, net of tax		—			—			(20	)		(20	)
Net income	$	21,677		$	(272	)	$	10,316		$	31,721
Consolidated capital expenditures ⁽¹⁾	$	6,696		$	—		$	—		$	6,696

	*Nine Months Ended September 30, 2021*
*(in thousands)*	*Gabon*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil and natural gas sales	$	142,696		$	—		$	—		$	142,696
Operating costs and expenses:
Production expense		57,478			261			21			57,760
Exploration expense		1,286			—			—			1,286
Depreciation, depletion and amortization		16,860			—			68			16,928
General and administrative expense		885			244			11,092			12,221
Bad debt expense and other		814			—			—			814
Total operating costs and expenses		77,323			505			11,181			89,009
Other operating expense, net		(87	)		—			(353	)		(440	)
Operating income		65,286			(505	)		(11,534	)		53,247
Other income (expense):
Derivative instruments loss, net		—			—			(21,070	)		(21,070	)
Interest (expense) income, net		—			—			9			9
Other (expense) income, net		6,854			(2	)		(2,764	)		4,088
Total other expense, net		6,854			(2	)		(23,825	)		(16,973	)
Income from continuing operations before income taxes		72,140			(507	)		(35,359	)		36,274
Income tax (benefit) expense		10,318			1			(21,591	)		(11,272	)
Income from continuing operations		61,822			(508	)		(13,768	)		47,546
Loss from discontinued operations, net of tax		—			—			(72	)		(72	)
Net income	$	61,822		$	(508	)	$	(13,840	)	$	47,474
Consolidated capital expenditures ⁽¹⁾	$	10,993		$	—		$	—		$	10,993

	*Six Months Ended June 30, 2023*
(in thousands)	*Gabon*			*Egypt*			*Canada*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil, natural gas and natural gas liquids sales	$	114,661		$	56,092		$	18,890		$	—		$	—		$	189,643
Operating costs and expenses:
Production expense		38,346			22,199			5,509			748			2			66,804
FPSO Demobilization - Norms Waste Disposal		5,647			—			—			—			—			5,647
Exploration expense		51			14			—			—			—			65
Depreciation, depletion and amortization		29,302			24,552			8,458			—			108			62,420
General and administrative expense		936			381			—			216			9,086			10,619
Credit losses and other		1,453			—			—			162			—			1,615
Total operating costs and expenses		75,735			47,146			13,967			1,126			9,196			147,170
Other operating income, net		(62	)		(241	)		—			—			—			(303	)
Operating income (loss)		38,864			8,705			4,923			(1,126	)		(9,196	)		42,170
Other income (expense):
Derivative instruments gain, net		—			—			—			—			52			52
Interest (expense) income, net		(2,883	)		(1,311	)		(4	)		—			249			(3,949	)
Other income (expense), net		(102	)		—			1			(1	)		(1,575	)		(1,677	)
Total other expense, net		(2,985	)		(1,311	)		(3	)		(1	)		(1,274	)		(5,574	)
Income (loss) from continuing operations before income taxes		35,879			7,394			4,920			(1,127	)		(10,470	)		36,596
Income tax expense (benefit)		22,829			9,253			—			—			(5,723	)		26,359
Income (loss) from continuing operations		13,050			(1,859	)		4,920			(1,127	)		(4,747	)		10,237
Loss from discontinued operations, net of tax		—			—			—			—			(15	)		(15	)
Net income (loss)	$	13,050		$	(1,859	)	$	4,920		$	(1,127	)	$	(4,762	)	$	10,222
Consolidated capital expenditures	$	5,064		$	20,097		$	16,656		$	—		$	36		$	41,852

	*Three Months Ended June 30, 2022*
(in thousands)	*Gabon*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil and natural gas sales	$	110,985		$	—		$	—		$	110,985
Operating costs and expenses:
Production expense		25,360			175			(60	)		25,475
Exploration expense		67			—			—			67
Depreciation, depletion and amortization		8,173			—			18			8,191
General and administrative expense		565			110			2,859			3,534
Bad debt expense and other		571			—			—			571
Total operating costs and expenses		34,736			285			2,817			37,838
Other operating income (expense), net		—			—			—			—
Operating income		76,249			(285	)		(2,817	)		73,147
Other income (expense):
Derivative instruments loss, net		—			—			(9,542	)		(9,542	)
Interest (expense) income, net		(158	)		—			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		—			—			(20	)		(20	)
Net income	$	38,812		$	(287	)	$	(23,421	)	$	15,104
Consolidated capital expenditures (1)	$	38,102		$	—		$	67		$	38,169

	*Six Months Ended June 30, 2022*
(in thousands)	*Gabon*			*Equatorial Guinea*			*Corporate and Other*			*Total*
Revenues:
Crude oil and natural gas sales	$	179,641		$	—		$	—		$	179,641
Operating costs and expenses:
Production expense		43,441			394			—			43,835
Exploration expense		194			—			—			194
Depreciation, depletion and amortization		12,826			—			38			12,864
General and administrative expense		1,158			209			7,161			8,528
Credit losses and other		1,063			—			—			1,063
Total operating costs and expenses		58,682			603			7,199			66,484
Other operating income (expense), net		(5	)		—			—			(5	)
Operating income		120,954			(603	)		(7,199	)		113,152
Other income (expense):
Derivative instruments loss, net		—			—			(41,300	)		(41,300	)
Interest (expense) income, net		(164	)		—			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		—			—			(32	)		(32	)
Net income	$	70,040		$	(606	)	$	(42,166	)	$	27,268
Consolidated capital expenditures (1)	$	69,882		$	—		$	67		$	69,949

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	%

*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

Settlement Period		*Type of Contract*		*Index*		*Average Monthly Volumes*		*Weighted Average Put Price*		*Weighted Average Call Price*
January 2023 to March 2023		Collars		Dated Brent		101,000		$ 65.00		$ 120.00

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	$	4.94		303,969	$	21,003,245
May 1, 2023 - May 31, 2023		362,843	$	4.14		362,843	$	19,502,740
June 1, 2023 - June 30, 2023		494,164	$	4.05		494,164	$	17,504,007
Total		1,160,976				1,160,976

	*Operating Leases*		*Finance Leases*
	*(in thousands)*				*Operating Leases*		*Finance Leases*
Year					(in thousands)
2022	$	185	$	92
2023		1,339		368	$	1,173	$	7,287
2024		197		368		672		14,448
2025		33		368		32		16,202
2026						—		16,478
2027						—		15,023
Thereafter		—		537		—		51,527
		1,754		1,733		1,877		120,965
Less: imputed interest		33		165		80		33,425
Total lease liabilities	$	1,721	$	1,568	$	1,797	$	87,540

	*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		$	3.95
Granted		241		6.41						335			4.19
Exercised		—		—						(74	)		(1.68	)
Unvested shares forfeited		—		—						—			—
Vested shares expired		—		—						—			—
Outstanding at September 30, 2022		600	$	3.75		8.59	$	861
Exercisable at September 30, 2022		194	$	1.68		7.90	$	518
Outstanding at June 30, 2023										705		$	4.30			8.95	$	280
Exercisable at June 30, 2023										211		$	3.34			7.70	$	262

	*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		(32	)		3.69
Non-vested shares outstanding at September 30, 2022		759		$	4.48

	*Restricted Stock*			*Weighted Average Conversion Date Fair Value*
	*(in thousands)*
Non-vested shares outstanding at January 1, 2023		383		$	4.27
Awards granted		183			4.19
Awards vested		(259	)		4.27
Awards forfeited		(23	)		4.27
Non-vested shares outstanding at June 30, 2023		284		$	4.22

	*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		—			—						—			—
Exercised		(153	)		1.71						(63	)		0.86
Unvested SARs forfeited		—			—						—			—
Vested SARs expired		—			—						—			—
Outstanding at September 30, 2022		209		$	1.88		1.11	$	517
Exercisable at September 30, 2022		209		$	1.88		1.11	$	517
Outstanding at June 30, 2023											139		$	2.33		0.64	$	198
Exercisable at June 30, 2023											139		$	2.33		0.64	$	198

	*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
Accumulated other comprehensive income (loss) before reclassifications		2,006
Balance at June 30, 2023	$	3,060

	●	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;

	Nine Months Ended September 30,									Six Months Ended June 30,
	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	$	95,850		$	44,287		$	51,563		$	77,013		$	67,041		$	9,972
Net change in operating assets and liabilities		33,906			2,506			31,400			571			2,004			(1,433	)
Net cash provided by continuing operating activities		129,756			46,793			82,963
Net cash provided by (used in) continuing operating activities											77,584			69,045			8,539
Net cash used in discontinued operating activities		(57	)		(72	)		15			(15	)		(38	)		23
Net cash provided by operating activities		129,699			46,721			82,978
Net cash provided by (used in) operating activities											77,569			69,007			8,562

Net cash used in investing activities		(103,853	)		(30,964	)		(72,889	)
Net cash provided by (used in) investing activities											(54,832	)		(60,278	)		5,446

Net cash used in financing activities		(8,075	)		(121	)		(7,954	)
Net cash provided by (used in) in financing activities											(27,882	)		(5,922	)		(21,960	)
Effects of exchange rate changes on cash											(285	)		—			(285	)
Net change in cash, cash equivalents and restricted cash	$	17,771		$	15,636		$	2,135		$	(5,430	)	$	2,807		$	(8,237	)

Settlement Period		Type of Contract		Index		Average Monthly Volumes		Weighted Average Put Price		Weighted Average Call Price
January 2023 to March 2023		Collars		Dated Brent		101,000		$ 65.00		$ 120.00

	Three Months Ended September 30,							Three Months Ended June 30,
	2022		2021		Increase/(Decrease)			2023			2022		Increase/(Decrease)
	*(in thousands except per bbl information)*							*(in thousands except per bbl information)*
Net crude oil sales volume (MBbls)		731		741		(10	)		1,803			958		845
Average crude oil sales price (per Bbl)	$	103.61	$	73.02	$	30.59		$	59.37		$	113.38	$	(54.01	)

Net crude oil revenue	$	78,097	$	55,899	$	22,198
Net crude oil, natural gas, and NGLs revenue								$	109,240		$	110,985	$	(1,745	)

Operating costs and expenses:
Production expense		23,312		25,208		(1,896	)		38,604			25,475		13,129
FPSO demobilization		8,867		-		8,867			5,647			—		5,647
Exploration expense		56		479		(423	)		57			67		(10	)
Depreciation, depletion and amortization		8,963		6,970		1,993			38,003			8,191		29,812
General and administrative expense		1,979		2,940		(961	)		5,395			3,534		1,861
Bad debt expense		1,020		318		702
Credit losses and other									680			571		109
Total operating costs and expenses		44,197		35,915		8,282			88,386			37,838		50,548
Other operating expense, net		—		46		(46	)		(303	)		-		(303	)
Operating income	$	33,900	$	20,030	$	13,870		$	20,551		$	73,147	$	(52,596	)

*(in thousands)*
Price ~~(1)~~	$	22,361		$	(97,362	)
Volume		(730	)		95,772
Other		567			(155	)
	$	22,198		$	(1,745	)

*(in thousands)*
Price ⁽¹⁾	$	94,436		$	(151,340	)
Volume		20,698			162,609
Other		(92	)		(1,267	)
	$	115,042		$	10,002

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	$	4.94		303,969	$	21,003,245
May 1, 2023 - May 31, 2023		362,843	$	4.14		362,843	$	19,502,740
June 1, 2023 - June 30, 2023		494,164	$	4.05		494,164	$	17,504,007
Total		1,160,976				1,160,976