Table of Contents











UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



 

 



 

 



 

 



FORM 10-Q



 

 



 

 



 

 

(Mark One)



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

For the quarterly period ended September 30, 2018



  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 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)



 

 



 

 



 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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    

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 and post such files).    Yes      No   

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





 

 

 

 

Large accelerated filer

 

Accelerated filer

Non‑accelerated filer

 

Smaller reporting company

Emerging growth company

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

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

As of October 31, 2018 there were outstanding 59,538,878 shares of common stock, $0.10 par value per share, of the registrant.

As of October 31, 2018 there were outstanding 59,538,878 shares of common stock, $0.10 par value per share, of the registrant.  









 

 


 

Table of Contents

VAALCO ENERGY, INC. AND SUBSIDIARIES

Table of Contents





 



 

PART I. FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

Condensed Consolidated Balance Sheets

 

September 30, 2018 and December 31, 2017

Condensed Consolidated Statements of Operations

 

Three and Nine Months Ended September 30, 2018 and 2017

Condensed Consolidated Statements of Cash Flows

 

Nine Months Ended September 30, 2018 and 2017

Notes to Condensed Consolidated Financial Statements

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

23 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

32 

ITEM 4. CONTROLS AND PROCEDURES

32 

PART II. OTHER INFORMATION

32 

ITEM 1. LEGAL PROCEEDINGS

32 

ITEM 1A. RISK FACTORS

33 

ITEM 6. EXHIBITS

34 



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

2


 

Table of Contents



PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except per share amounts)





 

 

 

 

 

 



 

September 30, 2018

 

December 31, 2017

ASSETS

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,715 

 

$

19,669 

Restricted cash

 

 

1,025 

 

 

842 

Receivables:

 

 

 

 

 

 

Trade

 

 

 —

 

 

3,556 

Accounts with joint venture owners, net of allowance of $0.5 million at September 30, 2018 and December 31, 2017

 

 

931 

 

 

3,395 

Other

 

 

408 

 

 

100 

Crude oil inventory

 

 

2,232 

 

 

3,263 

Prepayments and other

 

 

3,058 

 

 

2,791 

Current assets - discontinued operations

 

 

3,222 

 

 

2,836 

Total current assets

 

 

44,591 

 

 

36,452 

Oil and natural gas properties, at cost - successful efforts method:

 

 

 

 

 

 

Proved properties

 

 

398,072 

 

 

389,935 

Unproved properties

 

 

16,698 

 

 

10,000 

Equipment and other

 

 

8,821 

 

 

9,432 



 

 

423,591 

 

 

409,367 

Accumulated depreciation, depletion, amortization and impairment

 

 

(388,660)

 

 

(386,146)

Net oil and natural gas properties, equipment and other

 

 

34,931 

 

 

23,221 

Other noncurrent assets:

 

 

 

 

 

 

Restricted cash

 

 

918 

 

 

967 

Value added tax and other receivables, net of allowance of $2.1 million
and $6.5 million at September 30, 2018 and December 31, 2017, respectively

 

 

2,306 

 

 

6,925 

Deferred tax assets

 

 

68,807 

 

 

1,260 

Abandonment funding

 

 

10,808 

 

 

10,808 

Total assets

 

$

162,361 

 

$

79,633 



 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

7,219 

 

$

11,584 

Accounts with joint venture owners

 

 

5,496 

 

 

 —

Accrued liabilities and other

 

 

17,662 

 

 

12,991 

Foreign taxes payable

 

 

1,775 

 

 

 —

Current portion of long term debt

 

 

 —

 

 

6,666 

Current liabilities - discontinued operations

 

 

15,191 

 

 

15,347 

Total current liabilities

 

 

47,343 

 

 

46,588 

Asset retirement obligations

 

 

14,459 

 

 

20,163 

Other long-term liabilities

 

 

1,264 

 

 

284 

Long term debt, excluding current portion, net

 

 

 —

 

 

2,309 

Total liabilities

 

 

63,066 

 

 

69,344 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

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

 

 

 —

 

 

 —

Common stock, $0.10 par value; 100,000,000 shares authorized, 67,092,825 and 66,443,971 shares issued, 59,538,878 and 58,862,876 shares outstanding

 

 

6,709 

 

 

6,644 

Additional paid-in capital

 

 

72,229 

 

 

71,251 

Less treasury stock, 7,553,947 and 7,581,095 shares at cost

 

 

(37,798)

 

 

(37,953)

Retained earnings (deficit)

 

 

58,155 

 

 

(29,653)

Total shareholders' equity

 

 

99,295 

 

 

10,289 

Total liabilities and shareholders' equity

 

$

162,361 

 

$

79,633 

See notes to condensed consolidated financial statements.

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Table of Contents

VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)





 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Three Months Ended September 30,

 

Nine Months Ended September 30,



2018

 

2017

 

2018

 

2017

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Oil and natural gas sales

$

25,266 

 

$

18,178 

 

$

77,337 

 

$

59,869 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Production expense

 

7,481 

 

 

10,336 

 

 

31,258 

 

 

28,148 

Exploration expense

 

 —

 

 

 

 

12 

 

 

Depreciation, depletion and amortization

 

1,130 

 

 

1,700 

 

 

3,289 

 

 

5,539 

Gain on revision of asset retirement obligations

 

(3,325)

 

 

 —

 

 

(3,325)

 

 

 —

General and administrative expense

 

2,811 

 

 

2,463 

 

 

10,422 

 

 

8,654 

Bad debt expense (recovery) and other

 

(157)

 

 

(49)

 

 

(68)

 

 

232 

Total operating costs and expenses

 

7,940 

 

 

14,454 

 

 

41,588 

 

 

42,577 

Other operating income (loss), net

 

(6)

 

 

(3)

 

 

332 

 

 

164 

Operating income

 

17,320 

 

 

3,721 

 

 

36,081 

 

 

17,456 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense), net

 

111 

 

 

(327)

 

 

(273)

 

 

(1,108)

Other, net

 

(1,029)

 

 

(793)

 

 

(2,184)

 

 

(571)

Total other expense, net

 

(918)

 

 

(1,120)

 

 

(2,457)

 

 

(1,679)

Income from continuing operations before income taxes

 

16,402 

 

 

2,601 

 

 

33,624 

 

 

15,777 

Income tax expense (benefit)

 

(62,224)

 

 

2,749 

 

 

(54,600)

 

 

9,039 

Income (loss) from continuing operations

 

78,626 

 

 

(148)

 

 

88,224 

 

 

6,738 

Loss from discontinued operations

 

(21)

 

 

(174)

 

 

(416)

 

 

(518)

Net income (loss)

$

78,605 

 

$

(322)

 

$

87,808 

 

$

6,220 



 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.31 

 

$

0.00 

 

$

1.48 

 

$

0.11 

Loss from discontinued operations

 

0.00 

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

Net income (loss) per share

$

1.31 

 

$

(0.01)

 

$

1.47 

 

$

0.10 

Basic weighted average shares outstanding

 

59,481 

 

 

58,817 

 

 

59,147 

 

 

58,682 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.28 

 

$

0.00 

 

$

1.46 

 

$

0.11 

Loss from discontinued operations

 

0.00 

 

 

(0.01)

 

 

(0.01)

 

 

(0.01)

Net income (loss) per share

$

1.28 

 

$

(0.01)

 

$

1.45 

 

$

0.10 

Diluted weighted average shares outstanding

 

60,818 

 

 

58,817 

 

 

59,846 

 

 

58,686 



 

 

 

 

 

 

 

 

 

 

 



































See notes to condensed consolidated financial statements.

 

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Table of Contents





VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)





 

 

 

 

 

 



 

Nine Months Ended September 30,



 

2018

 

2017

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income

 

$

87,808 

 

$

6,220 

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

 

 

 

 

 

 

Loss from discontinued operations

 

 

416 

 

 

518 

Depreciation, depletion and amortization

 

 

3,289 

 

 

5,539 

Gain on revision of asset retirement obligations

 

 

(3,325)

 

 

 —

Other amortization

 

 

357 

 

 

293 

Unrealized foreign exchange (gain)/loss

 

 

819 

 

 

(512)

Stock-based compensation

 

 

3,782 

 

 

933 

Commodity derivatives loss

 

 

2,064 

 

 

971 

Cash settlements received on derivative contracts

 

 

14 

 

 

195 

Bad debt expense and other

 

 

(68)

 

 

232 

Deferred tax benefit

 

 

(66,191)

 

 

 —

Other operating gain, net

 

 

(332)

 

 

(164)

Operational expenses associated with equipment and other

 

 

1,695 

 

 

 —

Change in operating assets and liabilities:

 

 

 

 

 

 

Trade receivables

 

 

3,556 

 

 

(452)

Accounts with joint venture owners

 

 

7,961 

 

 

542 

Other receivables

 

 

(313)

 

 

274 

Crude oil inventory

 

 

1,031 

 

 

(247)

Prepayments and other

 

 

(13)

 

 

1,559 

Value added tax and other receivables

 

 

(658)

 

 

(2,783)

Deferred tax assets

 

 

(1,356)

 

 

 —

Accounts payable

 

 

(4,314)

 

 

(5,250)

Foreign taxes payable

 

 

1,775 

 

 

 —

Accrued liabilities and other

 

 

(999)

 

 

(432)

Net cash provided by continuing operating activities

 

 

36,998 

 

 

7,436 

Net cash used in discontinued operating activities

 

 

(958)

 

 

(4,204)

Net cash provided by operating activities

 

 

36,040 

 

 

3,232 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Oil and natural gas properties, equipment and other expenditures

 

 

(13,205)

 

 

(1,300)

Acquisitions

 

 

 —

 

 

64 

Proceeds from sale of oil and natural gas properties

 

 

 —

 

 

250 

Net cash used in continuing investing activities

 

 

(13,205)

 

 

(986)

Net cash used in discontinued investing activities

 

 

 —

 

 

 —

Net cash used in investing activities

 

 

(13,205)

 

 

(986)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from the issuances of common stock

 

 

533 

 

 

38 

Treasury shares

 

 

(22)

 

 

(8)

Debt repayment

 

 

(9,166)

 

 

(7,917)

Borrowings

 

 

 —

 

 

4,167 

Net cash used in  continuing financing activities

 

 

(8,655)

 

 

(3,720)

Net cash provided by discontinued financing activities

 

 

 —

 

 

 —

Net cash used in financing activities

 

 

(8,655)

 

 

(3,720)

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH

 

 

14,180 

 

 

(1,474)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD

 

 

32,286 

 

 

30,643 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

 

$

46,466 

 

$

29,169 



 

 

 

 

 

 









See notes to condensed consolidated financial statements. 

5


 

Table of Contents





VAALCO ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

(in thousands)













 

 

 

 

 

 



 

 

 

 

 

 



 

Nine Months Ended September 30,



 

2018

 

2017

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Interest paid

 

$

257 

 

$

811 

Income taxes paid in cash

 

$

2,720 

 

$

12,069 

Income taxes paid in-kind with oil

 

$

9,385 

 

$

 —

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Oil and natural gas properties, equipment and other additions incurred but not paid at period end

 

$

2,045 

 

$

379 

Oil and natural gas property additions paid with non-cash assets

 

$

4,197 

 

$

 —

Asset retirement obligations

 

$

(6,527)

 

$

(103)



 

 

 

 

 

 



































































See notes to condensed consolidated financial statements. 



6


 

Table of Contents

VAALCO ENERGY, INC. AND SUBSIDIARIES

NOTES TO 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. As operator, we have production operations and conduct exploration activities in Gabon, West Africa.  We have opportunities to participate in development and exploration activities as a non-operator in Equatorial Guinea, West Africa. As discussed further in Note 3 below, we have discontinued operations associated with our activities in Angola, West Africa.

Our consolidated subsidiaries are VAALCO Gabon (Etame), Inc., VAALCO Production (Gabon), Inc., VAALCO Gabon S.A., VAALCO Angola (Kwanza), Inc., VAALCO UK (North Sea), Ltd., VAALCO International, Inc., VAALCO Energy (EG), Inc., VAALCO Energy Mauritius (EG) Limited and VAALCO Energy (USA), Inc.

These condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary for a fair presentation of results for the interim periods presented. All adjustments are of a normal recurring nature unless disclosed otherwise. Interim period results are not necessarily indicative of results to be 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 our Annual Report on Form 10-K for the year ended December 31, 2017, which includes a summary of the significant accounting policies.

Reclassifications – Certain reclassifications have been made to prior period amounts to conform to the current period presentation related to the adoption of  Accounting Standards Update (“ASU”) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”).  These reclassifications did not affect our consolidated financial results.  See Note 2 – New Accounting Standards for further information associated with ASU 2016-18.

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 30, 2018 and December 31, 2017 each include an escrow amount representing bank guarantees for customs clearance in Gabon. Long term amounts at September 30, 2018 and December 31, 2017 include a charter payment escrow for the floating, production, storage and offloading vessel (“FPSO”) offshore Gabon as discussed in Note 9.  We invest restricted and excess cash in readily redeemable money market funds.

We are required under the Exploration and Production Sharing Contract entitled “Etame Marin No. G4-160”, dated as of July 7, 1995, as amended, (the “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 completed in January 2016.  This cash funding is reflected under “Other noncurrent assets” as “Abandonment funding” on our condensed consolidated balance sheets. Future changes to the anticipated abandonment cost estimate could change our asset retirement obligation and the amount of future abandonment funding payments.  See Note 9 for further discussion. 

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

A liability for ARO is recognized in the period in which the legal obligations are incurred if a reasonable estimate of fair value can be made. The ARO liability reflects the estimated present value of the amount of dismantlement, removal, site reclamation, and similar activities associated with our oil and natural gas properties. We use 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 oil and natural gas 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.  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.  At September 30, 2018, we recorded a downward revision of $6.5 million to the ARO liability as a result of a change in the expected timing of the abandonment costs when the period of exploitation under the Etame Marin PSC was extended to at least September 16, 2028 as discussed further in Note 7.

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Table of Contents

Bad debtsQuarterly, we evaluate our accounts receivable balances to confirm collectability. When collectability is in doubt, we record an allowance against the accounts receivable, purchases of production 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. The majority of our accounts receivable balances are with our joint venture owners and 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 us. Portions of our costs in Gabon (including our VAT receivable) are denominated in the local currency of Gabon, the Central African CFA Franc (“XAF”). As of September 30, 2018, the outstanding VAT receivable balance, excluding the allowance for bad debt, was approximately XAF 6.9 billion (XAF 2.3 billion, net to VAALCO).  The VAT receivable balance was reduced by XAF14.1 billion (XAF 4.7 billion, net to VAALCO or $4.2 million) associated with a signing bonus as part of the Sixth Amendment to the PSC executed on September 17, 2018.  See Note 7 to the financial statements for further discussion.   As of September 30, 2018, the exchange rate was XAF 565.129 = $1.00.

For the three and nine months ended September 30, 2018, we recorded a net recovery of $0.2 million and  $0.1 million, respectively, related to the allowance for bad debt for VAT for which the government of Gabon has not reimbursed us.   For the three and nine months ended September 30, 2017, we recorded an allowance of $ (0.1) million and $0.2 million, respectively.  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 profit/loss. Such foreign currency gains (losses) are reported separately in the “Other, net” line item of the condensed consolidated statements of operations.

The following table provides a rollforward of the aggregate allowance:











 

 

 

 

 

 

 

 

 

 

 



Three Months Ended September 30,

 

Nine Months Ended September 30,



2018

 

 

2017

 

2018

 

2017



(in thousands)

Allowance for bad debt

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

$

(6,948)

 

$

(5,874)

 

$

(7,033)

 

$

(5,211)

Bad debt recovery (charge)

 

159 

 

 

49 

 

 

68 

 

 

(232)

Reclassification to leasehold costs related to signing bonus

 

4,197 

 

 

 —

 

 

4,197 

 

 

 —

Reclassification related to Sojitz acquisition

 

 —

 

 

(694)

 

 

 —

 

 

(694)

Foreign currency gain (loss)

 

11 

 

 

(201)

 

 

187 

 

 

(583)

Balance at end of period

$

(2,581)

 

$

(6,720)

 

$

(2,581)

 

$

(6,720)



 

 

 

 

 

 

 

 

 

 

 

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

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

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

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

Fair value of financial instruments – Our current assets and liabilities include financial instruments such as cash and cash equivalents, restricted cash, accounts receivable, derivative assets and liabilities, accounts payable, liabilities for stock appreciation rights (“SARs”) and a guarantee. Derivative assets and liabilities are measured and reported at fair value using level 2 inputs each period with changes in fair value recognized in net income. SARs liabilities are measured and reported at fair value using level 3 inputs each period with changes in fair value recognized in net income. With respect to our other financial instruments included in current assets and liabilities, the carrying value of each financial instrument approximates fair value primarily due to the short-term maturity of these instruments. There were no transfers between levels during the three and nine months ended September 30, 2018 or 2017.

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As of September 30, 2018



 

Level 1

 

Level 2

 

Level 3

 

Total



 

(in thousands)

Recurring

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

SARs liability

 

$

 —

 

$

 —

 

$

3,111 

 

$

3,111 

Derivative liability swaps

 

 

 —

 

 

2,064 

 

 

 —

 

 

2,064 



 

$

 —

 

$

2,064 

 

$

3,111 

 

$

5,175 



 

 

 

 

 

 

 

 

 

 

 

 



 

As of December 31, 2017



 

Level 1

 

Level 2

 

Level 3

 

Total



 

(in thousands)

Recurring

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

SARs liability

 

$

 —

 

$

 —

 

$

146 

 

$

146 



 

$

 —

 

$

 —

 

$

146 

 

$

146 

As of September 30, 2018, the fair value of our SARs liability awards and derivative liability swaps of $2.1 million and $2.1 million, respectively, were included accrued liabilities.  As of September 30, 2018, the fair value of our long-term SARs of $1.0 million were include in other long-term liabilities.  As of December 31, 2017, the fair value of our SARs liability awards were included in accrued liabilities. 

Foreign currency transactions – The U.S. dollar is the functional currency of our foreign operating subsidiaries. Gains and losses on foreign currency transactions are included in income. Within the condensed consolidated statements of operations line item “Other income (expense)—Other, net,” we recognized losses on foreign currency transactions of $0.0 thousand and $0.1 million during the three and nine months ended September 30, 2018, respectively.  Within the condensed consolidated statements of operations line item “Other income (expense)—Other, net,” we recognized gains on foreign currency transactions of $0.2 million and $0.5 million during the three and nine months ended September 30, 2017, respectively.    

2.  NEW ACCOUNTING STANDARDS

Adopted

In March 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-05, “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118” (“ASU 2018-05”). ASU 2018-05 adds the Securities and Exchange Commission’s (“SEC”) guidance released on December 22, 2017 in Staff Accounting Bulletin number 118 “(SAB 118”) regarding the Tax Reform Act to the FASB Accounting Standards Codification. The Company adopted ASU 2018-05 in March 2018. The income tax effects recorded in the Company’s financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017 as well as for the three and nine months ended September 30, 2018 as a result of the Tax Reform Act are provisional in accordance with ASU 2018-05 as discussed further in Note 12.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).   Beginning January 1, 2018, we adopted ASU No. 2014-09, and the related additional guidance provided under ASU No. 2016-10, 2016-11 and 2016-12 (together with ASU 2014-09, “Revenue Recognition ASU”). This new standard replaced most existing revenue recognition guidance in U.S. GAAP. The core principle of the Revenue Recognition ASU requires companies to reevaluate when revenue is recorded on a transaction based upon newly defined criteria, either at a point in time or over time as goods or services are delivered. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and estimates, and changes in those estimates. We adopted the Revenue Recognition ASU via the modified retrospective transition method, taking advantage of the allowed practical expedient that states we are 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. This standard applies to revenues from contracts with customers.  In addition, we recognize other items from carried interest recoupment and royalties paid which are reported in revenues but are not considered to be revenues from contracts with customers.  For revenues from contracts with customers, adoption of this standard did not result in a change in the timing or amount of revenue recognized, and therefore the adoption of this standard did not have a material impact on our financial position, results of operations, debt covenants or business practices.  The adoption did result in expanded disclosures related to the nature of our sales contracts and other matters related to revenues and the accounting for revenues, which are reflected in Note 6.  In addition, we implemented new internal controls and procedures associated with revenue recognition and disclosures related to revenues.

In November 2016, the FASB issued ASU No. 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.

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Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We adopted ASU 2016-18 beginning January 1, 2018 with retroactive application to prior periods. Due to the nature of this accounting standards update, this had an impact on items reported in our statements of cash flows and related disclosures, but no impact on our financial position and results of operations.

The following tables 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:









 

 

 

 

 

 



 

September 30, 2018

 

December 31, 2017



 

(in thousands)

Cash and cash equivalents

 

$

33,715 

 

$

19,669 

Restricted cash - current

 

 

1,025 

 

 

842 

Restricted cash - non-current

 

 

918 

 

 

967 

Abandonment funding

 

 

10,808 

 

 

10,808 

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows

 

$

46,466 

 

$

32,286 



 

 

 

 

 

 

In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”) to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under ASU 2017-09, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The amendments in ASU 2017-09 are effective for all entities for interim and annual reporting periods beginning after December 15, 2017.  The amendments in this update are to be applied prospectively to an award modified on or after the adoption date. The adoption of ASU 2017-09 has not had a material impact on our financial position, results of operations, cash flows and related disclosures.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). The purpose of the amendment is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the amendments in ASU 2017-01 are effective for interim and annual reporting periods beginning after December 15, 2017. The amendments in this update are to be applied prospectively to acquisitions and disposals completed on or after the effective date, with no disclosures required at transition. The adoption of ASU 2017-01 has not had a material impact on our financial position, results of operations, cash flows and related disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) related to how certain cash receipts and payments are presented and classified in the statement of cash flows. These cash flow issues include debt prepayment or extinguishment costs, settlement of zero-coupon debt, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU 2016-15 has not had a material impact on our financial position, results of operations, cash flows and related disclosures.

Not yet adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Topic 350): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which requires a customer in a cloud computing arrangement that is a service contract to follow the internal-use software guidance in ASC 350, Intangibles - Goodwill and Other, in making the determination as to which implementation costs are to be capitalized as assets and which costs are to be expensed as incurred. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, and an entity can elect to apply the new guidance on a prospective or retrospective basis. The Company is currently evaluating the impact of adopting this guidance.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This ASU modifies the disclosure requirements for fair value measurements. ASU 2018-13 removes the requirement to disclose (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the policy for timing of transfers between levels, and (3) the valuation processes for Level 3 fair value measurements. ASU 2018-13 requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For all entities, ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. We are currently evaluating the effect that this guidance will have on our consolidated financial statements and disclosures.

In July 2018, the FASB issued ASU 2018-09, Codification Improvements (“ASU 2018-09”). ASU 2018-09 amends a variety of topics in the FASB’s Accounting Standards Codification. The transition and effective date of the guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective

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upon issuance of ASU 2018-09. However, many of the amendments include transition guidance with effective dates for annual periods beginning after December 15, 2018. We do not believe the adoption of ASU 2018-09 will have a material impact on our consolidated financial statements and disclosures.

In June 2016, the FASB issued 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 our trade and joint venture owners receivables. Allowances are to be measured using a current expected credit loss model as of the reporting date which is based on historical experience, current conditions and reasonable and supportable forecasts. This is significantly different from the current model which increases the allowance when losses are probable. This change is effective for all public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years and will be applied with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the provisions of ASU 2016-13 and are assessing its potential impact on our financial position, results of operations, cash flows and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which amends the accounting standards for leases.  This accounting standard was further clarified by ASU 2018-10, Codification Improvements to Topic 842 and ASU 2018-11, Leases (Topic 842): Targeted Improvements, both of which were issued in July 2018.  ASU 2016-02 retains a distinction between finance leases and operating leases. The primary change is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases on the balance sheet. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous guidance. Certain aspects of lease accounting have been simplified and additional qualitative and quantitative disclosures are required along with specific quantitative disclosures required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The amendments are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. In transition, lessees and lessors may use either a prospective approach in which they recognize and measure leases at the date of adoption and recognize a cumulative effect adjustment to the opening balance of retained earnings or they may use a modified retrospective approach in which leases are recognized and measured at the beginning of the earliest period presented. We intend to use the prospective approach when we adopt the new standard.  Leases with terms greater than 12 months, which are currently treated as operating leases, will be capitalized. The adoption of this standard will result in the recording of a right of use asset related to certain of our operating leases with a corresponding lease liability. This will result in an increase in total assets and liabilities and a decrease in working capital.  In connection with our implementation plan, we have reviewed our lease contracts and have been evaluating other contracts to identify embedded leases to determine the appropriate accounting treatment.  We are revising our processes and procedures as well as the internal controls related to the proper accounting for leases under the new standard.







3.  DISPOSITIONS

Discontinued Operations - Angola

In November 2006, we signed a production sharing contract for Block 5 offshore Angola (“PSA”). Our working interest is 40%, and we carry 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 the decision to withdraw from Angola, we have taken actions to close our office in Angola and reduce future activities in Angola. As a result of this strategic shift, we 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 our condensed consolidated statements of operations. We segregated the cash flows attributable to the Angola segment from the cash flows from continuing operations for all periods presented in our condensed consolidated statements of cash flows. The following tables summarize selected financial information related to the Angola segment’s assets and liabilities as of September 30, 2018 and December 31, 2017 and its results of operations for the three and nine months ended September 30, 2018 and 2017.

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Summarized Results of Discontinued Operations



 

 

 

 

 

 

 

 

 

 

 



Three Months Ended September 30,

 

Nine Months Ended September 30,



2018

 

2017

 

2018

 

2017



(in thousands)

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

General and administrative expense

$

23 

 

$

174 

 

$

387 

 

$

512 

Total operating costs and expenses

 

23 

 

 

174 

 

 

387 

 

 

512 

Operating loss

 

(23)

 

 

(174)

 

 

(387)

 

 

(512)

Other expense:

 

 

 

 

 

 

 

 

 

 

 

Other, net

 

 

 

 —

 

 

(29)

 

 

(3)

Total other expense

 

 

 

 —

 

 

(29)

 

 

(3)

Loss from discontinued operations before income taxes

 

(21)

 

 

(174)

 

 

(416)

 

 

(515)

Income tax expense

 

 —

 

 

 —

 

 

 —

 

 

Loss from discontinued operations

$

(21)

 

$

(174)

 

$

(416)

 

$

(518)



Assets and Liabilities Attributable to Discontinued Operations





 

 

 

 

 

 



 

September 30, 2018

 

December 31, 2017



 

(in thousands)

ASSETS

 

 

 

 

 

 

Accounts with joint venture owners

 

$

3,222 

 

$

2,836 

Total current assets

 

 

3,222 

 

 

2,836 

Total assets

 

$

3,222 

 

$

2,836 



 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

32 

 

$

158 

Accrued liabilities and other

 

 

15,159 

 

 

15,189 

Total current liabilities

 

 

15,191 

 

 

15,347 

Total liabilities

 

$

15,191 

 

$

15,347 

Drilling Obligation

Under the PSA, we and the other participating interest owner, Sonangol P&P, were obligated to perform exploration activities that included specified seismic activities and drilling a specified number of wells during each of the exploration phases identified in the PSA. The specified seismic activities were completed, and one well, the Kindele #1 well, was drilled in 2015. The PSA provides a stipulated payment of $10.0 million for each of the three exploration wells for which a drilling obligation remains unfulfilled under the terms of the PSA, of which our participating interest share would be $5.0 million per well. We have reflected an accrual of $15.0 million for a potential payment as of September 30, 2018 and December 31, 2017, respectively, which represents what we believe to be the maximum potential amount attributable to VAALCO Angola’s interest under the PSA. We are currently engaged in discussions with recently appointed representatives from Sonangol E.P. regarding a possible resolution to this potential payment.



4.  SEGMENT INFORMATION

Our operations are based in Gabon and Equatorial Guinea.  Each of our two reportable operating segments is organized and managed based upon geographic location. Our 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 which are not allocated to the reportable operating segments.

Segment activity of continuing operations for the three and nine months ended September 30, 2018 and 2017 as well as long-lived assets and segment assets at September 30, 2018 and December 31, 2017 are as follows:





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30, 2018

(in thousands)

 

Gabon

 

Equatorial Guinea

 

Corporate and Other

 

Total

Revenues-oil and natural gas sales

 

$

25,265 

 

$

 —

 

$

 

$

25,266 

Operating income (loss)

 

 

19,826 

 

 

(159)

 

 

(2,347)

 

 

17,320 

Other, net

 

 

 

 

 —

 

 

(1,032)

 

 

(1,029)

Income tax expense (benefit)

 

 

(42,141)

 

 

 —

 

 

(20,083)

 

 

(62,224)

Additions to property and equipment - accrual

 

 

17,983 

 

 

 —

 

 

 

 

17,986 



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Table of Contents





 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30, 2018

(in thousands)

 

Gabon

 

Equatorial Guinea

 

Corporate and Other

 

Total

Revenues-oil and natural gas sales

 

$

77,333 

 

$

 —

 

$

 

$

77,337 

Operating income (loss)

 

 

45,670 

 

 

(274)

 

 

(9,315)

 

 

36,081 

Other, net

 

 

(127)

 

 

(3)

 

 

(2,054)

 

 

(2,184)

Income tax expense (benefit)

 

 

(34,517)

 

 

 —

 

 

(20,083)

 

 

(54,600)

Additions to property and equipment - accrual

 

 

18,938 

 

 

 —

 

 

17 

 

 

18,955 







 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30, 2017

(in thousands)

 

Gabon

 

Equatorial Guinea

 

Corporate and Other

 

Total

Revenues-oil and natural gas sales

 

$

18,162 

 

$

 —

 

$

16 

 

$

18,178 

Operating income (loss)

 

 

6,067 

 

 

(44)

 

 

(2,302)

 

 

3,721 

Other, net

 

 

142 

 

 

 

 

(939)

 

 

(793)

Income tax expense (benefit)

 

 

2,749 

 

 

 —

 

 

 —

 

 

2,749 

Additions to property and equipment - accrual

 

 

237 

 

 

 —

 

 

60 

 

 

297 







 

 

 

 

 

 

 

 

 

 

 

 



 

Nine Months Ended September 30, 2017

(in thousands)

 

Gabon

 

Equatorial Guinea

 

Corporate and Other

 

Total

Revenues-oil and natural gas sales

 

$

59,823 

 

$

 —

 

$

46 

 

$

59,869 

Operating income (loss)

 

 

25,117 

 

 

(97)

 

 

(7,564)

 

 

17,456 

Other, net

 

 

441 

 

 

13 

 

 

(1,025)

 

 

(571)

Income tax expense (benefit)

 

 

9,039 

 

 

 —

 

 

 —

 

 

9,039 

Additions to property and equipment - accrual

 

 

1,051 

 

 

 —

 

 

60 

 

 

1,111 







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Gabon

 

Equatorial Guinea

 

Corporate and Other

 

Total

Long-lived assets from continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2018

 

$

24,526 

 

$

10,000 

 

$

405 

 

$

34,931 

Balance at December 31, 2017

 

 

12,638 

 

 

10,000 

 

 

583 

 

 

23,221 



 

 

 

 

 

 

 

 

 

 

 

 

Assets from continuing operations:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2018

 

$

104,574 

 

$

10,088 

 

$

44,477 

 

$

159,139 

Balance at December 31, 2017

 

 

63,122 

 

 

10,095 

 

 

3,580 

 

 

76,797 



Information about our most significant customers

For the period from August of 2015 through September 2018, we sold our crude oil production from Gabon under a term contract with Glencore Energy UK Ltd. (“Glencore”) with pricing based upon an average of Dated Brent in the month of lifting, adjusted for location and market factors.  The contract with Glencore ends in January 2019. Sales of oil to Glencore were approximately 100% of total revenues for the three and nine months ended September 30, 2018 and 2017.    We expect to be able to enter into a new contract with Glencore or other third party on competitive terms prior to the expiration of the current contract.

















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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, we assume that restricted stock is outstanding on the date of vesting, and we assume 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,



 

 

2018

 

 

2017

 

 

2018

 

 

2017



 

 

(in thousands)

Net income (loss)  (numerator):

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

78,626 

 

$

(148)

 

$

88,224 

 

$

6,738 

Less:  Income (loss) from continuing operations attributable to unvested shares

 

 

(766)

 

 

 —

 

 

(820)

 

 

(39)

Numerator for basic

 

 

77,860 

 

 

(148)

 

 

87,404 

 

 

6,699 

Less:  Income (loss) from continuing operations attributable to unvested shares

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Numerator for dilutive

 

$

77,860 

 

$

(148)

 

$

87,404 

 

$

6,699 



 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

 

$

(21)

 

$

(174)

 

$

(416)

 

$

(518)

Less:  Loss from discontinued operations attributable to unvested shares

 

 

 —

 

 

 —

 

 

 

 

Numerator for basic

 

 

(21)

 

 

(174)

 

 

(412)

 

 

(515)

Less:  Loss from discontinued operations attributable to unvested shares

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Numerator for dilutive

 

$

(21)

 

$

(174)

 

$

(412)

 

$

(515)



 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

78,605 

 

$

(322)

 

$

87,808 

 

$

6,220 

Less:  Net income (loss) attributable to unvested shares

 

 

(766)

 

 

 —

 

 

(816)

 

 

(36)

Numerator for basic

 

 

77,839 

 

 

(322)

 

 

86,992 

 

 

6,184 

Less:  Net income (loss) attributable to unvested shares

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Numerator for dilutive

 

$

77,839 

 

$

(322)

 

$

86,992 

 

$

6,184 



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares (denominator):

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

59,481 

 

 

58,817 

 

 

59,147 

 

 

58,682 

Effect of dilutive securities

 

 

1,337 

 

 

 —

 

 

699 

 

 

Diluted weighted average shares outstanding

 

 

60,818 

 

 

58,817 

 

 

59,846 

 

 

58,686 

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

 

 

244 

 

 

3,007 

 

 

1,223 

 

 

2,799 



 

 

 

 

 

 

 

 

 

 

 

 











6.  REVENUE



Substantially all of our revenues are attributable to our Gabon operations.  Revenues from contracts with customers are generated from sales in Gabon pursuant to crude oil sales and purchase agreements (“COSPA”). These contracts have been and will be renewed or replaced from time to time either with the current buyer or another buyer. Since August 2015, the COSPA has been executed with the same buyer, initially for a one-year period, with amendments to extend the period through January 31, 2018.  Beginning February 1, 2018 through January 31, 2019, a new COSPA was entered into with this same customer.

   

The COSPA with the third party is renegotiated near the end of the contract term and may be entered into with a different buyer or the same buyer going forward.   Except for internal costs (which are expensed as incurred), there are no upfront costs associated with obtaining a new COSPA. 



Customer sales generally occur on a monthly basis when the customer’s tanker arrives at the FPSO and the crude oil is delivered to the tanker through a connection. There is a single performance obligation (delivering 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 which 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.  We have utilized the practical expedient in ASC Topic 606-10-50-14(a) which states

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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. 



Previously, we followed the sales method of accounting to account for crude oil production imbalances.  In conjunction with our adoption of Accounting Standards Codification (“ASC”) Topic 606 on January 1, 2018, we will continue to account for production imbalances as a reduction in reserves.  The volumes sold may be more or less than the volumes to which we are entitled based on our ownership interest in the property, and we would recognize a liability if our existing proved reserves were not adequate to cover an imbalance.



For each lifting completed under the COSPA, payment is made by the customer in U.S. Dollars by electronic transfer thirty days after the date of the bill of lading.  For each lifting of oil, the price is determined based on a formula using published Dated Brent prices as well as market differentials plus a fixed contract differential.



Generally, no significant judgments or estimates are required as of a given filing date with regard to applicable price or volumes sold because all of the parameters are known with certainty related to liftings that occurred in the recently completed calendar quarter. As such, we deem 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 Marin block PSC.  This contract is not a customer contract, and therefore the associated revenues are not within the scope of ASC 606.  The terms of the 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 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, we would no longer have sales to customers associated with production assigned to royalties.



With respect to the government’s share of Profit Oil, the PSC provides that corporate income tax is satisfied through the payment of profit oil.  In the condensed consolidated statements of operations, the government’s share of revenues from Profit Oil is reported in revenues with a corresponding amount reflected in the current provision for income tax expense.  Prior to February 1, 2018, the government did not take any of its share of Profit Oil in-kind.  These revenues have been included in revenues to customers as the Company entered into the contract with the customer to sell the crude oil and was subject to the performance obligations associated with the contract.  For the in-kind sales by the government beginning February 1, 2018, these 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 PSC is reflected as revenue with an offsetting amount reported in current income tax expense.  Payments of the income tax expense will be reported in the period in which the government takes its Profit Oil in-kind, i.e. the period in which it lifts the crude oil.  The in-kind payment related to the September lifting was $9.4 million.  As of September 30, 2018, the foreign taxes payable attributable to this obligation is $1.8 million.



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 which would otherwise be the obligation of the carried party.  The carrying parties recoup these funds from the carried interest party’s revenues.



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





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended September 30,