10QSB: Optional form for quarterly and transition reports of small business issuers
Published on August 11, 2000
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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 JUNE 30, 2000
[_] 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
_______________________
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 x No
---- ___.
As of August 11, 2000 there were outstanding 20,744,569 shares of Common
Stock, $.10 par value per share, of the registrant.
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VAALCO ENERGY, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited)
June 30, 2000 and December 31, 1999.............................. 3
Statements of Consolidated Operations (Unaudited)
Three months and six months ended June 30, 2000 and 1999......... 4
Statements of Consolidated Cash Flows (Unaudited)
Six months ended June 30, 2000 and 1999.......................... 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
See notes to consolidated financial statements.
3
See notes to consolidated financial statements.
4
See notes to consolidated financial statements.
5
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(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 consisting of normal recurring
accruals which the Company deems necessary for a fair presentation of its
financial position, results of operations and cash flows for the interim
period. Such results are not necessarily indicative of results to be
expected for the full year. 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, 1999.
VAALCO Energy, Inc., a Delaware corporation, is a Houston-based independent
energy company principally engaged in the acquisition, exploration,
development and production of crude oil and natural gas. VAALCO owns
producing properties and conducts exploration activities as operator of
consortiums internationally in the Philippines and Gabon. Domestically, the
Company has interests in the Texas Gulf Coast area.
VAALCO's Philippine subsidiaries include Alcorn (Philippines) Inc., Alcorn
(Production) Philippines Inc. and Altisima Energy, Inc. VAALCO's Gabon
subsidiaries are VAALCO Gabon (Etame), Inc., VAALCO Production (Gabon),
Inc. and VAALCO Energy (Gabon), Inc. VAALCO Energy (USA), Inc. holds
interests in certain properties in the United States.
2. RECENT DEVELOPMENTS
Effective June 30, 2000 the Company elected to withdraw from Hunt Overseas
Exploration Company L.P. ("Hunt"). The Company formerly held a 7.5% limited
partnership interest in Hunt. The Company's obligations under the
partnership were to contribute up to $22.5 million for its share of the
exploration phase of the partnership, $22.3 million of which had been
funded as of June 30, 2000. In addition, if Hunt discovered oil, the
Company may have been required to contribute an additional $7.5 million to
fund the appraisal of the discovery. As a result of withdrawing from the
Hunt venture, Hunt released certain funds in escrow totaling $8.2 million,
which have been reclassified as cash on the June 30, 2000 consolidated
balance sheet. In addition, during the third quarter, Hunt will reimburse
the Company for its share of net working capital in the partnership as of
June 30, 2000. This reimbursement is expected to be approximately $1.3
million dollars and has been reclassified from investment in unconsolidated
entities to other receivables on the June 30, 2000 consolidated balance
sheet.
The Company has also elected to terminate its joint venture with Paramount
Petroleum, Inc., which focused on domestic onshore prospects in
Mississippi, Alabama and Louisiana. The Company will receive its
proportionate 93.75% interest in kind in all remaining prospects within the
joint venture on December 1, 2000, unless the prospects are sold to
industry for drilling prior to that time.
6
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
During the second quarter of 2000 the company engaged an investment banking
firm to assist it in identifying potential prudent business opportunities
for the benefit of the Company's shareholders.
The Company is the operator of a 3,073 square kilometer concession known as
the Etame Block offshore Gabon, West Africa, with a working interest
ownership of 17.9%. The Company made a Gamba sandstone discovery on the
concession in 1998, which tested approximately 3,700 barrels of oil per day
on a 32/64's inch choke. In January 1999, the Company completed the
drilling of the Etame 2V delineation well on its concession offshore Gabon.
The well logged oil pay in the Gamba Sandstone, however, the reservoir was
encountered at a lower depth than expected. During the second quarter of
1999, a seismic reprocessing effort was commenced to better delineate the
Gamba reservoir, which lies below a layer of salt. In February 2000, the
Company completed the seismic reprocessing activities and has recommended
to the consortium a third drilling location. A majority partner in the
venture desires to defer the drilling of the well to the first quarter of
2001.
3. EARNINGS PER SHARE
The weighted average common shares outstanding represent those of
historical VAALCO for the applicable periods.
The Company accounts for earnings per share in accordance with the
Statement of Financial Accounting Standard No. 128 - "Earnings per Share."
("SFAS No. 128") which establishes the requirements for presenting earnings
per share ("EPS"). SFAS No. 128 requires the presentation of "basic" and
"diluted" EPS on the face of the income statement. Basic earnings per
common share amounts are calculated using the average number of common
shares outstanding during each period. Diluted earnings per share assumes
the conversion of preferred stock to common stock and the exercise of all
stock options having exercise prices less than the average market price of
the common stock using the treasury stock method.
4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 133. "Accounting for Derivative
Instruments and Hedging Activities" SFAS No. 133, as amended, is effective
for derivative instruments and hedging activities that require an entity to
recognize all derivatives as an asset or liability measured at its fair
value. Depending on the intended use of the derivative, changes in its fair
value will be reported in the period of change as either a component of
earnings or a component of comprehensive income. Retroactive application to
periods prior to adoption is not allowed. The Company is not affected by
adoption of FASB No. 133, as amended, in this reporting period as it has no
current hedging activities.
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
This report includes "forward looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). All statements other than
statements of historical fact included in this Report (and the exhibits hereto),
including without limitation, statements regarding the Company's financial
position and estimated quantities and net present values of reserves, are
forward looking statements. The Company can give no assurances that the
assumptions upon which such statements are based will prove to have been
correct. Important factors that could cause actual results to differ materially
from the Company's expectations ("Cautionary Statements") are disclosed in the
section "Risk Factors" included in the Company's Forms 10-KSB and other periodic
reports filed under the Exchange Act, which are herein incorporated by
reference. All subsequent written and oral forward looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified by the Cautionary Statements.
INTRODUCTION
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The Company's results of operations are dependent upon the difference between
prices received for its oil and gas production and the costs to find and produce
such oil and gas. Oil and gas prices have been and are expected in the future to
be volatile and subject to fluctuations based on a number of factors beyond the
control of the Company. The Company's production in the Philippines
(representing substantially all of the Company's oil production since 1994) is
from mature offshore fields with high production costs. Since 1996, the Company
has produced into barges, which transport the oil to market. Due to weather and
other factors, the Company's production is generally highest during the first
and fourth quarters of the year. The Company's margin on sales from these fields
(the price received for oil less the production costs for the oil) is lower than
the margin on oil production from many other areas. As a result, the
profitability of the Company's production in the Philippines is affected more by
changes in oil prices than production located in other areas.
The Company uses the successful efforts method to account for its investment in
oil and gas properties whereby costs of productive wells, developmental dry
holes and productive leases are capitalized and amortized using the units-of-
production method based on estimated net proved reserves. The costs of
development wells are capitalized but charged to expense if and when the well is
determined to be unsuccessful. Geological and geophysical costs and the costs of
carrying and retaining undeveloped properties are expensed as incurred.
CAPITAL RESOURCES AND LIQUIDITY
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The Company's primary source of capital resources is derived predominantly from
the private placement of Common Stock, Preferred Stock and debt financing to
fund its exploration operations.
8
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company produces oil from the Matinloc and Nido fields in the South China
Sea, located in the Philippines. During the year ended December 31, 1999, total
production from the fields was approximately 313,000 gross barrels of oil.
Production for the six months ending June 30, 2000 was approximately 231,000
gross barrels of oil. Substantially all of the Company's crude oil and natural
gas is sold at the well head at posted or index prices under short-term
contracts, as is customary in the industry. The Company markets its share of
crude oil under an agreement with Seaoil, a local Philippines refiner. While the
loss of this buyer might have a material effect on the Company in the near term,
management believes that the Company would be able to obtain other customers for
its crude oil.
The Company has recommended the drilling of an additional delineation well on
the Etame Block offshore Gabon during 2000, however a majority partner seeks to
defer the well to the first quarter of 2001. The Company's share of the cost of
the well is estimated to be $1.1 million.
The Company participates in a joint venture with Paramount Petroleum, Inc. to
conduct exploration activities primarily in the onshore Gulf Coast area,
including Alabama, Mississippi and Louisiana, wherein the Company receives one
half of all interests earned by the joint venture. The Company invested $3.0
million in the Paramount joint venture, $1.4 million of which has been impaired
to date. The Company has agreed with Paramount Petroleum to wind up the joint
venture by year end 2000. There can be no assurance that the Company will
realize a return on this investment or that the Company's investment in the
Paramount joint venture will be successful.
The Company will rely on cash in hand, the issuance of equity and debt
securities, assets sales and cash flow from operations to provide the required
capital for funding future operations. During 2000, the Company anticipates
that it will make capital expenditures on oil and gas properties of
approximately $3.5 million, including Hunt partnership expenditures.
Approximately $2.2 million of the projected capital expenditure amount had been
spent as of June 30, 2000.
RESULTS OF OPERATIONS
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THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
Revenues
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Total revenues were $486 thousand for the three months ended June 30, 2000
compared to $146 thousand for the comparable period in 1999. Both higher crude
prices and oil production volumes in 2000 accounted for the increase in
revenues.
Operating Costs and Expenses
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Total production expenses for the three months ended June 30, 2000 were $153
thousand compared to $164 thousand in 1999. Exploration expense was $36
thousand for the three months ended June 30, 2000, compared to $281 thousand in
1999. The 1999 exploration costs
9
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
included dry hole costs associated with onshore domestic wells in which the
Company participated. General and administrative expenses for the three months
ended 2000 and 1999 were $452 thousand and $511 thousands, respectively a
reduction of $59 thousand for the quarter due to lower personnel costs.
Other Income (Expense)
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Interest income of $135 thousand was received from amounts on deposit in 2000
compared to $198 thousand in the quarter ended June 30, 1999. Smaller balances
on deposit in 2000 compared to 1999 caused the difference. The equity loss in
unconsolidated entities in the quarter ended June 30, 2000 of $562 thousand
included partnership expenses of $580 thousand associated with the Hunt
partnership. The partnership expenses consisted primarily of exploration expense
for dry holes in Ghana and Niger, and expenses for partnership general and
administrative costs. As stated previously, the Company has withdrawn from the
partnership effective June 30, 2000. In addition, $18 thousand of equity gain
was realized associated with the Paramount joint venture during the second
quarter 2000. The gain resulted from the sale of a prospect in Alabama. The 1999
period losses of $251 thousand consisted of $218 thousand associated with Hunt
partnership exploration expenses and $33 thousand associated with the Paramount
joint venture.
Net Loss
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Net loss attributable to common stockholders for the three months ended June 30,
2000 was $609 thousand, compared to a net loss attributable to common
stockholders of $866 thousand for the same period in 1999. The net loss for the
2000 period was primarily due to exploration costs and losses from the Hunt
Partnership.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Revenues
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Total revenues were $775 thousand for the six months ended June 30, 2000
compared to $272 thousand for the comparable period in 1999. Higher crude
prices and production volumes in 2000 accounted for the increase in revenues.
Operating Costs and Expenses
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Total production expenses for the six months ended June 30, 2000 were $227
thousand compared to $222 thousand in 1999. Exploration expense of $590 thousand
included $428 thousand for dry hole expense associated with a well drilled in
Demmit County, Texas and $162 thousands for costs associated with lease
expirations in Brazos County, Texas. The 1999 exploration costs were $281
thousand. General and administrative expenses for the six months ended June 30,
2000 and 1999 were $860 thousand and $1,002 thousand, respectively, a reduction
of $142 thousand for the period due to lower personnel costs.
10
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Other Income (Expense)
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Interest income of $290 thousand was received from amounts on deposit in 2000
compared to $457 thousand in the quarter ended June 30, 1999. Smaller balances
on deposit in 2000 compared to 1999 caused the difference. The equity loss in
unconsolidated entities in the quarter ended June 30, 2000 of $2,955 thousand
included partnership expenses of $2,837 thousand associated with the Hunt
partnership. Exploration expenses were incurred for dry holes in Ghana and
Niger, and expenses for partnership general and administrative costs. In
addition, $118 thousand of equity loss was incurred associated with the
Paramount joint venture during the first and second quarters of 2000. The 1999
period losses consisted of $762 thousand associated with Hunt partnership
exploration expenses and the Paramount joint venture.
Net Loss
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Net loss attributable to common stockholders for the six months ended June 30,
2000 was $3,598 thousand, compared to a net loss attributable to common
stockholders of $1,518 thousand for the same period in 1999. The net loss for
both periods was primarily due to exploration costs and losses from Hunt and the
Paramount joint venture.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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The Company is not presently a party to any material legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders held on June 7, 2000 the Common and
Preferred Stockholders elected one Class II Director and the Preferred
Stockholders, voting as a class, elected one additional Class II Director to
serve on the Company's Board of Directors. The stockholders also approved the
appointment of Deloitte & Touche as auditors of the Company.
Regarding the proposal to approve the appointment of Deloitte & Touche as the
Company's auditors, 39,050,543 votes were cast for the proposal, 0 votes were
cast against the proposal and 0 votes abstained from voting.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3. Articles of Incorporation and Bylaws
3.1(b) Restated Certificate of Incorporation
3.2(b) Certificate of Amendment to Restated Certificate of Incorporation
3.3(b) Bylaws
3.4(b) Amendment to Bylaws
3.5(c) Designation of Convertible Preferred Stock, Series A
27. Financial Data Schedule
_____________
(a) Filed as an exhibit to the Company's report on Form 8-K filed with the
Commission on March 4, 1998 (file no. 000-20928) and hereby incorporated by
reference herein.
(b) Filed as an exhibit to the Company's Registration Statement on Form S-3
filed with the Commission on July 15, 1998 and hereby incorporated by
reference herein.
(c) Filed as an exhibit to the Company's Report on Form 8-K filed with the
Commission on May 6, 1998 and hereby incorporated by reference herein.
(b) Reports on Form 8-K.
None
13
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
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W. RUSSELL SCHEIRMAN, PRESIDENT,
Chief Financial Officer and Director
(on behalf of the Registrant and as the
principal financial officer)
Dated August 11, 2000
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