10QSB: Optional form for quarterly and transition reports of small business issuers
Published on May 15, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
COMMISSION FILE NUMBER 0-20928
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VAALCO ENERGY, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 76-0274813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 POST OAK PLACE
SUITE 309
HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (713) 623-0801
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X].
As of May 10, 1996, there were outstanding 8,865,469 shares of Common
Stock, $.10 par value per share, of the registrant.
VAALCO ENERGY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
March 31, 1996 (unaudited) and December 31, 1995...............3
Statements of Consolidated Operations (unaudited)
Three months ended March 31, 1996 and 1995......................4
Statements of Consolidated Cash Flows (unaudited)
Three months ended March 31, 1996 and 1995......................5
Notes to Consolidated Financial Statements.........................6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.............................8
PART II. OTHER INFORMATION.......................................12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VAALCO ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS, EXCEPT PAR VALUE AMOUNTS)
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
VAALCO ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(Unaudited)
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended March 31,
---------------------------
1996 1995
----------- -----------
REVENUES:
Crude oil sales .............................. $ 1,871 $ --
----------- -----------
Total revenues ............................. 1,871 --
----------- -----------
OPERATING COSTS AND EXPENSES:
Production expenses .......................... 1,222 109
Exploration costs ............................ 76 61
Depreciation, depletion and amortization ..... 595 12
General and administrative expenses .......... 544 576
----------- -----------
Total operating costs ...................... 2,437 758
----------- -----------
OPERATING LOSS ................................ (566) (758)
OTHER INCOME (EXPENSES):
Interest income .............................. 49 53
Interest expense and financing charges ....... (80) (91)
Other, net ................................... (36) (68)
----------- -----------
Total other expense ........................ (67) (106)
----------- -----------
NET LOSS ....................................... (633) (864)
Preferred dividends ............................ (56) (56)
----------- -----------
NET LOSS ATTRIBUTABLE TO COMMON
STOCKHOLDERS ................................. $ (689) $ (920)
=========== ===========
LOSS PER COMMON SHARE ......................... $ (0.08) $ (0.10)
=========== ===========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING .................................. 8,865,469 8,865,469
=========== ===========
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
VAALCO ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS OF DOLLARS)
Three Months Ended
March 31,
------------------
1996 1995
----- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................... $(633) $ (864)
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization ........... 595 12
Seismic and exploration costs ...................... 76 61
Change in assets and liabilities that
provided (used) cash:
Funds in escrow .................................... -- (82)
Accounts with partners ............................. (408) (180)
Trade receivables .................................. (72) 1,534
Other receivables .................................. (156) (39)
Crude oil inventory ................................ 951 (871)
Prepaid expenses and other ......................... 14 26
Accounts payable ................................... (394) 117
Accrued liabilities ................................ (155) 377
Other (net) ........................................ 89 (23)
----- -------
Net cash (used in) provided by
operating activities ........................... (93) 68
----- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Seismic and exploration costs .......................... (76) (61)
Additions to property and equipment .................... (151) (169)
Decrease in notes receivable ........................... -- 44
Other (net) ............................................ (4) (155)
----- -------
Net cash used in investing activities ............ (231) (341)
----- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties (net) .................... 2 (234)
----- -------
Net cash provided by (used in)
financing activities ........................... 2 (234)
----- -------
NET CHANGE IN CASH AND EQUIVALENTS ..................... (322) (507)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD ............ 701 1,974
----- -------
CASH AND EQUIVALENTS AT END OF PERIOD .................. $ 379 $ 1,467
===== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Depletion costs previously capitalized
in crude oil inventory ........................... $ 533 $ --
===== =======
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of VAALCO Energy, Inc. and
Subsidiaries (collectively, "VAALCO" or the "Company"), included herein
are unaudited, but include all adjustments which the Company deems
necessary for a fair presentation of its financial position and results
of operations for the interim period. Such results are not necessarily
indicative of results to be expected for the full year. The Balance
Sheet at December 31, 1995 has been taken from the audited financial
statements at that date. These financial statements should be read in
conjunction with the financial statements and notes thereto included in
the Company's Form 10-KSB for the year ended December 31, 1995.
2. CURRENT DEVELOPMENTS
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The
continued decline in oil production from the West Linapacan "A" field,
resultant from severe water encroachment, materially and adversely
affected the Company's financial condition and operating cash flows and
led to management's decision to suspend operations from the field in
early 1996. In an effort to increase cash flows, management reactivated
production from a previously suspended field, the Matinloc field.
Through a diversification program, undertaken by management, the Company
has acquired five blocks outside of the Philippines. Three of these
blocks, the Cauvery Block, the Gulf of Cambay block and the CY-OS/2
block, are located in India. Two blocks, the Equata block and the Etame
block, are located in Gabon. Four of the five blocks contain existing
undeveloped discoveries. The Company also holds a working interest in
approximately 1,470 acres in Goliad County, Texas.
In February 1996, the Company entered into a letter agreement for the
sale of its wholly owned subsidiary, VAALCO Energy (India), Inc., which
owns the Cauvery Block interest. The sale was finalized in the second
quarter of 1996. (See Note 4) Upon completion of the sale, the Company
has sold substantially all of its proved undeveloped reserves.
Additionally, management was able to successfully renegotiate the
repayment schedule for the Company's note payable during 1995; however
the continued strain placed on operations and cash flows from declining
production in the West Linapacan "A" field placed the Company in
violation of the positive working capital covenant required to be
maintained under such note. The note, in addition to the positive
working capital requirement, vests certain other rights with the debtor,
including its right to call the note in the event the debtor concludes
that a material adverse event has occurred to the Company. At March 31,
1996 and December 31, 1995, the Company was in violation of
6
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
(UNAUDITED)
the positive working capital covenant. Although the debtor has not
expressed an intent to call the note, it may do so at anytime. If the
note is called, the Company will be unable to pay the amounts owed. The
Company's ability to pay the note in accordance with its terms will
depend on the success of the Company's efforts to generate new
operations for which the Company is currently seeking financing.
However, there can be no assurance that the Company will be able to do
so.
3. DEBT OBLIGATIONS
The Company entered into a credit agreement (the "Credit Agreement") on
June 23, 1993 to borrow $6 million, at an interest rate of LIBOR plus
2%, from a European institutional lender. In August 1995, the Company
and the noteholder reached an agreement to defer the entire balance of
the note, at an interest rate of 7.6875% per annum, until January 31,
1997, in return for the pledge of marketable securities held by the
Company. As of May 15, 1996, the principal balance of the note was $3.3
million. The note contains certain covenants, including a positive
working capital requirement and the debtor's right to call the note in
the event the debtor concludes that a material adverse event has
occurred to the Company which will affect the Company's ability to repay
the note. At March 31, 1996, the Company was in violation of the
positive working capital covenant. The note holder has given no
indication that they will accelerate the note; however there can be no
assurance that the note holder will not do so. As the Company is unable
to eliminate this violation, the debt remains callable. If the note is
called, the Company would be unable to pay amounts owed. The loan is
guaranteed by the Company and is secured by marketable securities owned
by the Company and Chattel Mortgages on the interest of Alcorn
(Production) Philippines, Inc. and Alcorn (Philippines), Inc. on certain
production equipment.
4. SUBSEQUENT EVENTS
On April 2, 1996, the Company completed the sale of all of the
outstanding capital stock of VAALCO Energy (India), Inc., the Company's
wholly owned subsidiary, to Hardy Oil and Gas (UK) Limited. Such sale
includes the Company's interest in the Cauvery Block. A gain of
approximately $1 million will be recognized in the second quarter, with
an $0.11 effect on earnings per common share.
In April 1996, the Company sold a portion of its marketable securities
and reduced the balance of its note payable by $.7 million. The Company
also prepaid the interest on the note through January 1997.
7
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
The consolidated financial statements included in this Quarterly Report
have been prepared assuming that the Company will continue as a going concern.
Throughout 1994 and 1995 the Company experienced significant declines in oil
production from its primary source of revenue, the West Linapacan "A" field. As
a result of this decline, the financial condition and operating cash flows of
the Company were materially and adversely affected. Despite three sidetrack
wells, two major workovers and the unsuccessful drilling of an additional
development well, the production from the three producing wells declined to
approximately 1,900 barrels of oil per day ("BOPD") by December 1995. In January
1996, the Company suspended operations in the field. The Company continues to
produce the Nido and Matinloc fields. No capital expenditures are anticipated in
1996 for the Philippines operations.
The Company is currently seeking funds to finance its U.S. and Gabon
projects. There can be no assurance that the Company will be successful in
obtaining such financing. No capital expenditures are anticipated in 1996 for
the U.S. project. Net capital expenditures of $.3 million are committed to the
Gabon project in 1996, with further capital expenditures contingent upon the
Company's ability to raise funds.
The Company entered into a credit agreement (the "Credit Agreement") on
June 23, 1993 to borrow $6 million, at an interest rate of LIBOR plus 2%, from a
European institutional lender. The Company drew down $6 million against the
facility in the third quarter of 1993. Proceeds were utilized for further
development of the West Linapacan "A" field. The Credit Agreement provided for
the repayment of such loan in five semiannual principal installments beginning
June 30, 1994. The first principal installment of $1.2 million plus interest of
$200,000 was paid on June 15, 1994. The Company paid $600,000 of the note on
December 15, 1994 after negotiating a six month deferral of the balance of the
payment due. The Company paid $200,000 of the note in the second quarter of
1995. In August 1995, the Company and the noteholder reached an agreement to
defer the entire balance of the note, at an interest rate of 7.6875% per annum,
until January 31, 1997, in return for the pledge of marketable securities held
by the Company. The Company sold a portion of these marketable securities and
reduced the balance of the note by $700,000 in April 1996. The Company also
prepaid the interest on the note through January 1997. The note contains certain
covenants, including a positive working capital requirement and the debtor's
right to call the note in the event the debtor concludes that a material adverse
event has occurred to the Company which will affect the Company's ability to
repay the note. At March 31, 1996, the Company was in violation of the positive
working capital covenant. The note holder has given no indication that they will
accelerate the note; however there can be no assurance that the note holder will
not do so. As the Company is unable to eliminate this violation, the debt
remains callable. If the note is called, the Company would be unable to pay
amounts owed. The Company's ability to pay the note in accordance with its terms
will depend on the success of the Company's efforts to generate new operations
for which the Company is currently seeking financing. However, there can be no
assurance that the Company will be able
8
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
to do so. The loan is guaranteed by the Company and is secured by marketable
securities owned by the Company and Chattel Mortgages on the interest of Alcorn
(Production) Philippines, Inc. and Alcorn (Philippines), Inc. on certain
production equipment.
The Company is actively seeking projects to replace its West Linapacan
operations. Through a diversification program, undertaken by management, the
Company has acquired five blocks outside of the Philippines, three in India and
two in Gabon. Four of the five blocks contain existing undeveloped discoveries.
In December 1994, a Production Sharing Contract ("PSC") for the Cauvery
Block was signed with the government of India. In February 1996, the Company
signed a letter agreement with Hardy Oil and Gas (UK) Limited ("Hardy") to sell
its wholly owned subsidiary, VAALCO Energy (India), Inc. and certain interests
in other India concessions to Hardy. VAALCO Energy (India), Inc.'s only interest
is the Cauvery Block. On April 2, 1996, such sale was completed. Proceeds from
the sale were $1 million. In conjunction with the sale, Hardy loaned the company
$1 million on a non-recourse basis, proceeds of which are being used to meet
working capital requirements. Such loan is repayable only upon the payment by
Hardy, for the account of VAALCO, of certain drilling costs in India. A gain of
approximately $1 million will be recognized in the second quarter, with an $0.11
effect on earnings per common share. Upon completion of the sale, the Company
has sold substantially all of its proved undeveloped reserves.
In 1995, the Company was informed by the Ministry of Oil and Gas of
India of the award of the exploration block covering the Gulf of Cambay, on the
West Coast of India, to a consortium operated by the Company. The Company and
its partners, TATA Petrodyne Ltd., Hindustan Oil Exploration Company Ltd. and
Oil and Natural Gas Corporation of India, have interests of 45%, 31.5%, 13.5%
and 10%, respectively, in the block. The award of the block is subject to the
signing of a production sharing contract by the consortium with the government,
which is under negotiation. There can be no assurance that the consortium will
successfully complete such negotiation or that the Company will undertake any
drilling efforts with respect to this property. If a production sharing contract
is signed, the Company will assign 25% of its interest in the block to Hardy.
In July 1995, the Company acquired two blocks offshore Gabon. Both
blocks contain previous discoveries which the Company is currently evaluating to
determine their commerciality. If deemed commercial, the Company expects to
present a development plan for one or both blocks during 1996. In addition, the
Company and its partner have an obligation to obtain 1,500 kilometers of seismic
and drill one well on the Etame block during the three year term of the License.
Net capital expenditures of $.3 million are committed to this project in 1996,
with further capital expenditures contingent upon the Company's ability to raise
funds.
In October 1994, the Company acquired a working interest in
approximately 1,200 acres in Goliad County, Texas, in exchange for cash and
warrants to purchase shares of the Company's Common Stock, $.10 par value per
share (the "Common Stock"). The warrants have a term of three years and will
consist of the right to purchase 200,000 shares of Common Stock at an
9
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
exercise price of $2.50 per share and 200,000 shares of Common Stock at an
exercise price of $5.00 per share, subject to the terms and conditions of the
acquisition agreement. The Company has an average 76% net revenue interest in
the acreage and plans to analyze this property in 1996 for viability. The three
year lease has no drilling obligation requirements.
In March 1996, a well was drilled by another company in close proximity
to this property. Capital expenditures for 1996 will depend upon the outcome of
this drilling program along with analysis currently being done on the area. Also
in March 1996, the Company acquired a working interest in an additional 271
acres in the area.
RESULTS OF OPERATIONS
Amounts stated hereunder have been rounded to the nearest $100,000,
however, percentage changes have been calculated using actual amounts.
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
REVENUES
Total revenues for the three months ended March 31, 1996 were $1.9 million.
There were no revenues from crude oil sales recorded for the three months ended
March 31, 1995. Crude oil sales averaged approximately 327 BOPD during the first
quarter of 1996. While daily oil production averaged 2,656 BOPD first quarter of
1995, no sales of crude oil were made in such period. Crude oil prices received
by the Company averaged $11.50 per Bbl in the first quarter of 1996. In January
1996, production operations from the West Linapacan "A" field were suspended.
The Company continues to produce from the Nido and Matinloc fields in the
Philippines.
EXPENSES
Production expenses for the three months ended March 31, 1996 were $1.2 million,
an increase of $1.1 million, as compared to $0.1 million for the same period in
1995. The majority of the production expenses incurred by the Company are
recognized at the time the crude oil is sold. Since no crude oil was sold in the
first three months of 1995, only minimal production expenses were recorded.
Depreciation, depletion and amortization for the three months ended March 31,
1996 was $.6 million as compared to $0.01 million for the same period in 1995.
No depletion expense was recorded in the first quarter of 1995, as there were no
crude oil sales. The 1996 amount includes a depletion adjustment for depletion
costs that were capitalized in crude oil inventory at December 31, 1995.
NET LOSS
Net loss attributable to common stockholders for the three months ended March
31, 1996 was $0.7 million, a decrease of $0.2 million, or 25%, as compared to
$0.9 million for the same period in 1995. The Company had an operating loss of
$0.6 million in the first quarter of 1996 compared to $0.8 million in the first
quarter of 1995. The 1996 loss was primarily due to decreased
10
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
revenues from crude oil sales. The 1995 loss resulted primarily from the absence
of crude oil sales during such period.
CASH FLOWS
Net cash used in operating activities for the three months ended March 31, 1996
was $0.1 million, as compared to net cash provided by $0.1 million for the same
period in 1995. The change was primarily due to declining cash flows from
production from the Company's Philippine operations.
Net cash used in investing activities for the three months ended March 31, 1996
was $0.2 million, a decrease of $0.1 million, or 32%, as compared to $0.3
million for the same period in 1995. The decrease is primarily due to losses in
1995 on marketable securities.
Net cash used in financing activities of $0.2 million for the three months ended
March 31, 1995 resulted primarily from advances to related parties.
11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
None.
12
SIGNATURES
In accordance with 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/ W. RUSSELL SCHEIRMAN
W. RUSSELL SCHEIRMAN, PRESIDENT,
Chief Financial Officer and Director
Dated May 14, 1996
13