Annual report pursuant to Section 13 and 15(d)

Acquisitions and Dispositions

v3.20.4
Acquisitions and Dispositions
12 Months Ended
Dec. 31, 2020
Acquisitions and Dispositions [Abstract]  
Acquisitions and Dispositions 4. ACQUISITIONS AND DISPOSITIONS

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

On February 25, 2021, the Company completed the acquisition of Sasol Gabon S.A.’s (“Sasol’s”) 27.8% working interest in the Etame Marin block offshore Gabon pursuant to the sale and purchase agreement (“SPA”) dated November 17, 2020 (the “Sasol Acquisition”). The effective date of the transaction was July 1, 2020. The final cash settlement payment for the Sasol Acquisition was $29.6 million, which was paid from cash on hand and reflected the $44.0 million purchase price less (i) a cash deposit of approximately $4.3 million paid on the SPA execution date, (ii) net cash flows generated from the Sasol interest from July 1, 2020 through the closing date and (iii) other purchase price adjustments pursuant to the SPA. In addition, under the terms of the SPA, a contingent payment of $5.0 million will be payable to Sasol should the average Dated Brent price over a consecutive 90-day period from July 1, 2020 to June 30, 2022 exceed $60.00 per barrel. Prior to the Sasol Acquisition, the Company owned and operated a 31.1% working interest in Etame. The Sasol Acquisition increased the Company’s working interest to 58.8%, almost doubling the Company’s total production and reserves. As a result of the acquisition, the net portion of production and costs relating to the Company’s Etame operations increased from 31.1% to 58.8% on February 25, 2021. Reserves, production and financial results for the interests acquired will be included in VAALCO’s results for periods after the February 25, 2021 closing date of the transaction.

Discontinued Operations - Angola

In November 2006, the Company signed a production sharing contract for Block 5 offshore Angola (“PSA”). The working interest is 40%, and the Company carries Sonangol P&P for 10% of the work program. On September 30, 2016, the Company notified Sonangol P&P that the Company was withdrawing from the joint operating agreement effective October 31, 2016. On November 30, 2016, the Company notified the national concessionaire, Sonangol E.P., that the Company was withdrawing from the PSA. Further to the decision to withdraw from Angola, the Company has taken actions to close the office in Angola and reduce future activities in

Angola. As a result of this strategic shift, the Company classified all the related assets and liabilities as those of discontinued operations in the consolidated balance sheets. The operating results of the Angola segment have been classified as discontinued operations for all periods presented in the consolidated statements of operations. The Company segregated the cash flows attributable to the Angola segment from the cash flows from continuing operations for all periods presented in the consolidated statements of cash flows. The following tables summarize selected financial information related to the Angola segment assets and liabilities as of December 31, 2020 and 2019 and its results of operations for the years ended December 31, 2020, 2019 and 2018.

Summarized Results of Discontinued Operations

Year Ended December 31,

2020

2019

2018

(in thousands)

Operating costs and expenses:

Gain on settlement of drilling obligation

$

$

(7,193)

$

General and administrative expense

93

344

467

Total operating costs, expenses and (recovery)

93

(6,849)

467

Operating income (loss)

(93)

6,849

(467)

Other expense:

Other, net

(5)

(29)

Total other expense

(5)

(29)

Income (loss) from discontinued operations before income taxes

(98)

6,849

(496)

Income tax expense (benefit)

1,438

Income (loss) from discontinued operations

$

(98)

$

5,411

$

(496)

Assets and Liabilities Attributable to Discontinued Operations

As of December 31,

2020

2019

(in thousands)

ASSETS

Accounts with joint venture owners

$

$

Total current assets

Total assets

$

$

LIABILITIES

Current liabilities:

Accounts payable

$

$

8

Accrued liabilities and other

7

342

Total current liabilities

7

350

Total liabilities

$

7

$

350

Drilling Obligation

In the first quarter of 2019, the Company and Sonangol E.P. entered into a settlement agreement finalizing the Company’s rights, liabilities and outstanding obligations for Block 5 in Angola. Pursuant to the settlement agreement, the Company agreed to pay $4.5 million to Angola National Agency of Petroleum, Gas, and Biofuels, as National Concessionaire, and to eliminate the $3.3 million receivable from Sonangol P&P. The receivable was related to joint interest billings and was reflected as a current asset from discontinued operations at year-end 2018. As a result, the Company adjusted a previously accrued liability and recognized a net of tax non-cash benefit from discontinued operations of $5.7 million in the first quarter of 2019. In July 2019, subsequent to the publication of an executive decree from the Ministry of Mineral Resources and Petroleum, the Company paid the $4.5 million due under the settlement agreement.