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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 March 31, 2002
[ ] 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 x No .
As of May 9, 2002, there were outstanding 20,744,569 shares of Common
Stock, $.10 par value per share, of the registrant.
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1
VAALCO ENERGY, INC. AND SUBSIDIARIES
Table of Contents
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited)
March 31, 2002 and December 31, 2001.....................................3
Statements of Consolidated Operations (Unaudited)
Three months ended March 31, 2002 and 2001...............................4
Statements of Consolidated Cash Flows (Unaudited)
Three Months ended March 31, 2002 and 2001...............................5
Notes to Consolidated Financial Statements..................................6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS......................................9
PART II. OTHER INFORMATION................................................13
2
VAALCO ENERGY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands of dollars, except par value amounts)
March 31, December 31,
2002 2001
----------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,422 $ 9,804
Funds in escrow 5,603 38
Receivables:
Trade 137 179
Other 230 255
Materials and supplies, net of allowance for inventory obsolescence of $5 1,006 324
Prepaid expenses and other 33 34
-------- --------
Total current assets 15,431 10,634
-------- --------
PROPERTY AND EQUIPMENT-SUCCESSFUL EFFORTS METHOD
Wells, platforms and other production facilities 2,795 2,648
Undeveloped acreage 459 459
Work in progress 9,111 6,692
Equipment and other 110 98
-------- --------
12,475 9,897
Accumulated depreciation, depletion and amortization (2,031) (2,026)
-------- --------
Net property and equipment 10,444 7,871
-------- --------
OTHER ASSETS:
Deferred tax asset 393 393
-------- --------
TOTAL $ 26,311 $ 18,948
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 4,971 $ 1,173
Accounts with partners 8,551 4,323
Income taxes payable 32 30
--------- --------
Total current liabilities 13,374 5,526
--------- --------
MINORITY INTEREST 12 13
FUTURE ABANDONMENT COSTS 3,294 3,294
-------- --------
Total liabilities 16,680 8,833
--------- --------
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $25 par value, 500,000 shares authorized;
10,000 shares issued and outstanding in 2001 and 2000 250 250
Common stock, $.10 par value, 100,000,000 authorized shares
20,749,964 shares issued of which 5,395 are in the treasury in 2002 and 2001 2,075 2,075
Additional paid-in capital 41,215 41,215
Accumulated deficit (33,897) (33,413)
Less treasury stock, at cost (12) (12)
-------- --------
Total stockholders' equity 9,631 10,115
-------- --------
TOTAL $ 26,311 $ 18,948
======== ========
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,
----------------------------
2002 2001
----------- -----------
REVENUES:
Oil and gas sales $ 144 $ 317
Gain on sale of assets -- 215
-------- --------
Total revenues 144 532
-------- --------
OPERATING COSTS AND EXPENSES:
Production expenses 95 93
Depreciation, depletion and amortization 5 3
Exploration expense -- --
General and administrative expenses 533 251
-------- --------
Total operating costs and expenses 633 347
-------- --------
OPERATING INCOME (LOSS) (489) 185
OTHER INCOME (EXPENSE):
Interest income 9 138
Equity loss in unconsolidated entities -- (433)
Other, net (2) (2)
-------- --------
Total other income (expense) 7 (297)
-------- --------
LOSS BEFORE TAXES (482) (112)
Income tax expense (benefit) 2 15
-------- --------
NET LOSS ATTRIBUTABLE TO
COMMON SHAREHOLDERS $ (484) $ (127)
======== ========
LOSS PER COMMON SHARE:
BASIC AND DILUTED $ (0.02) $ (0.01)
======== ========
WEIGHTED AVERAGE COMMON SHARES:
BASIC AND DILUTED 20,745 20,745
======== ========
See notes to consolidated financial statements.
4
VAALCO ENERGY, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(in thousands of dollars)
Three Months Ended March 31,
----------------------------------
2002 2001
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (484) $ (127)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation, depletion and amortization 5 3
Equity loss in unconsolidated entities -- 433
Gain on sale of assets -- (215)
Change in assets and liabilities that provided (used) cash:
Funds in escrow (5,565) 715
Trade receivables 42 (2)
Accounts with partners 4,228 (1,194)
Other receivables 25 2
Materials and supplies (682) (5)
Prepaid expenses and other 1 (1)
Accounts payable and accrued liabilities 3,618 85
Income taxes payable 2 15
------- -------
Net cash provided by operating activities 1,190 (291)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposals of property and equipment -- 1,023
Additions to property and equipment (2,578) (3,203)
Other 6 2
------- -------
Net cash used in investing activities (2,572) (2,178)
------- -------
NET CHANGE IN CASH AND CASH EQUIVALENTS (1,382) (2,469)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 9,804 12,440
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,422 $ 9,971
======= =======
Cash Income Taxes Paid $ -- $ --
======= =======
See notes to consolidated financial statements.
5
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(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, 2001.
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. and VAALCO Production (Gabon),
Inc. VAALCO Energy (USA), Inc. holds interests in certain properties in the
United States.
2. RECENT DEVELOPMENTS
In the fourth quarter of 2001, the Company, as Operator, announced its
intent to develop the Etame discovery located offshore of the Republic of
Gabon. Based upon estimates by the Company's independent reserve engineers,
the Company booked 6.1 million barrels of proven undeveloped oil reserves
at December 31, 2001 representing $23.1 million of net present value of
future cash flows in conjunction with the plan to develop the field.
The budget for the field development is $43.2 million dollars ($13.1
million net to the Company) to complete and gravel pack three existing
wells with subsea wellheads, and to lay flowlines to connect the wells to a
1.1 million barrel floating production storage and offloading tanker
("FPSO"). Major contracts for the FPSO, wellheads, flowlines, and the
drilling rig have been awarded and entered into to perform the project. The
semi-submersible drilling rig Sednith 701 is currently on location
completing the first of the three wells. The project is expected to come
online about September 1, 2002 at initial flow rates of at least 12,000
barrels of oil per day ("BOPD").
To fund its share of the development project, the Company has entered into
a line of credit for $10.0 million with the International Finance
Corporation ("IFC"), a subsidiary of the World Bank. The loan agreement was
signed on April 19, 2002. Prior to project completion date, the IFC loan
will be guaranteed by the Company via cash received from a loan from the
1818 Fund. To date, there have been no borrowings under the IFC line.
6
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(Unaudited)
In April of 2002, the Company participated in the reentry of a well in
Brazos County to drill a second lateral in the well in the Georgetown
formation. The well tested 1.7 million cubic feet per day and approximately
25 barrels oil per day. The Company has a 30% interest in the well.
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 Statement of
Financial Accounting Standards ("SFAS") No. 128 - "Earnings per Share,"
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 EPS is calculated using the
average number of common shares outstanding during each period. Diluted EPS
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. The Company's
preferred stock is convertible into 27,500,000 shares of common stock. As
all of the convertible securities were anti-dilutive at March 31, 2002,
basic EPS is equal to diluted EPS.
4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" which was
amended in June 1999 by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133" and in June 2000 by SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain 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 adopted SFAS No. 133, as amended, effective January 1,
2001. The adoption had no effect on the Company's financial position or
results of operations as all existing contracts either do not meet the
definition of a derivative or qualify for the normal purchases and sales
exemption. The Company does not currently engage in hedging activities.
On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." The Statements will change the accounting for business
combinations and goodwill in two significant ways. SFAS No. 141 requires
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. Use of the pooling-of-interests
method will be prohibited. SFAS No. 142 changes the accounting for goodwill
from an amortization method to an impairment-only approach. Thus,
amortization of goodwill, including goodwill recorded
7
VAALCO ENERGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(Unaudited)
in past business combinations, will cease upon adoption of that statement,
which for the Company was January 1, 2002. The adoption of these statements
did not have a material effect on the Company's financial position, results
of operations or cash flows.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations." SFAS No. 143 addresses
financial accounting and reporting for obligations associated with the
retirement of tangible, long-lived assets and the associated asset
retirement costs. This Statement requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred by capitalizing it as part of the carrying amount of
the long-lived assets. As required by SFAS No. 143, the Company will adopt
this new accounting standard on January 1, 2003. The Company is currently
evaluating the effects of adopting this pronouncement.
In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This
Statement establishes a single accounting model for the impairment or
disposal of long-lived assets. As required by SFAS No. 144, the Company
adopted this new standard on January 1, 2001. The adoption of this
statement did not have a material effect on the Company's financial
position, results of operation or cash flows.
8
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
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 does not presently engage in any hedging
activities and has no plans to do so in the near future.
The Company is participating in the development of the Etame Block, which the
Company operates on behalf of a consortium of five companies offshore of the
Republic of Gabon. The Company is administering a $43.2 million budget ($13.1
million net to the Company) to execute the development project. Substantially
all of the Company's capital resources and personnel will be dedicated to the
completion of the development project in 2002.
The Company's production in the Philippines is from mature offshore fields with
high production costs. 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's results of operations are also affected by currency exchange
rates. While oil sales are denominated in U.S. dollars, operating costs are
predominately denominated in pesos. An increase in the exchange rate of pesos to
the dollar will have the effect of increasing operating costs while a decrease
in the exchange rate will reduce operating costs.
A substantial portion of the Company's oil production is located offshore of the
Philippines. The Company produces 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.
9
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The following describes the critical accounting policies used by VAALCO in
reporting its financial condition and results of operations. In some cases,
accounting standards allow more than one alternative accounting method for
reporting, such is the case with accounting for oil and gas activities described
below. In those cases, the Company's reported results of operations would be
different should it employ an alternative accounting method.
Successful Efforts Method of Accounting for Oil and Gas Activities. The
Securities and Exchange Commission ("SEC") prescribes in Regulation SX the
financial accounting and reporting standards for companies engaged in oil and
gas producing activities. Two methods are prescribed: the successful efforts
method and the full cost method. Like many other oil and gas companies, VAALCO
has chosen to follow the successful efforts method. Management believes that
this method is preferable, as the Company has focused on exploration activities
wherein there are risk associated with future success and as such earnings are
best represented by attachment to the drilling operations of the company.
Costs of successful wells, development dry holes and leases containing
productive reserves are capitalized and amortized on a unit-of-production basis
over the life of the related reserves. Estimated future abandonment and site
restoration costs, net of anticipated salvage values, are amortized on a unit of
production basis over the life of the related reserves. Other exploration costs,
including geological and geophysical expenses applicable to undeveloped
leasehold, leasehold expiration costs and delay rentals are expensed as
incurred.
In accordance with accounting under successful efforts, the Company reviews
proved oil and gas properties for indications of impairment whenever events or
circumstances indicate that the carrying value of its oil and gas properties may
not be recoverable. When it is determined that an oil and gas property's
estimated future net cash flows will not be sufficient to recover its carrying
amount, an impairment charge must be recorded to reduce the carrying amount of
the asset to its estimated fair value. This may occur if a field discovers lower
than anticipated reserves or if commodity prices fall below a level that
significantly effects anticipated future cash flows on the field. The Company
determines if an impairment has occurred through either identification of
adverse changes or as a result of the annual review of all fields. For the year
ended December 31, 2001, impairments of $567,145 were recognized.
Undeveloped acreage. At March 31, 2002, the Company had undeveloped acreage on
its balance sheet totaling $459,000, representing costs that are not being
amortized pending evaluation of the respective leasehold for future development.
Unproved properties are assessed quarterly for impairment in value, with any
impairment charged to expense.
CAPITAL RESOURCES AND LIQUIDITY
Historically, the Company's primary source of capital resources has been from
cash flows from operations, private sales of equity, borrowings and purchase
money debt. In 2002 and 2001, the Company's primary uses of capital have been to
fund its exploration operations.
10
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, the Philippines. During the year ended December 31, 2001, total production
from the fields was approximately 308,000 gross barrels (69,000 barrels net) of
oil. First quarter 2002 production from the fields was 66,000 gross barrels
(14,000 net 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 agreements with Seaoil and Caltex, both local Philippines
refiners. While the loss of these buyers 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.
Domestically, the Company produces from wells in Brazos County, Texas. Domestic
production is sold under two contracts, one for oil and one for gas. The Company
has access to several alternative buyers for oil and gas sales domestically.
The Company elected to terminate its joint venture with Paramount Petroleum,
Inc., effective June 1, 2001. The joint venture focused on domestic onshore
prospects in Mississippi, Alabama and Louisiana. In connection with the wind up
of the joint venture, the Company received $169,000 in cash, a receivable for
$47,000 representing its share of cash in the joint venture and $259,000 of
undeveloped acreage representing its proportionate 93.75% working interest in
kind in all remaining prospects within the joint venture. Final completion of
assignment documentation is ongoing. The Company has an interest in production
from two small gas discoveries drilled by the joint venture.
The Company continues to seek financing to fund the development of existing
properties and to acquire additional assets. The Company will rely on the
issuance of equity and debt securities, asset sales and cash flow from
operations to provide the required capital for funding future operations. While
there can be no assurance the Company will be successful in raising new
financing, management believes the prospects the Company has in hand will enable
it to attract sufficient capital to fund required oil and gas activities.
During 2002, the Company anticipates that it will make capital expenditures on
oil and gas properties of approximately $12.4 million, all in Gabon. The Company
has entered into a line of credit for its subsidiary VAALCO Gabon (Etame), Inc.
in the amount of $10.0 million with the IFC to partially fund its share of the
development project, which loan agreement was signed on April 19, 2002. Prior to
Project Completion, the IFC loan is to be guaranteed by the Company and cash
collateralized with proceeds from a loan from the 1818 Fund. Project Completion
requires gross project production of 14,250 BOPD and gross proved reserves of
16.5 million barrels and compliance with financial covenants and other
conditions, which may not be achieved. The IFC requires Project Completion to
occur prior to March 31, 2003.
The 1818 Fund loan is in the form of a $10 million subordinated note secured by
a second lien on certain collateral with respect to the Company's investment in
VAALCO Gabon (Etame), Inc. including the $10 million cash collateral to support
the Company's guarantee of the IFC loan. The interest rate on the loan is 10%.
In conjunction with receiving the 1818 Fund loan, the Company will issue 15
million warrants at a price of $0.50 per share, 7.5 million of, which the
Company will receive back if Project Completion occurs on the Etame Block. The
Company has
11
VAALCO ENERGY, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
formed an independent committee of the Board of Directors, which has
received a fairness opinion with regards to the terms of the 1818 Fund loan.
Neither loan has been drawn upon as of the date of this filing. The Company
believes the cash on hand at March 31, 2002 coupled with the loan from the IFC
will be sufficient to fund the Company's capital budget through 2002.
RESULTS OF OPERATIONS
Three months ended March 31, 2002 compared to three months ended March 31, 2001
Revenues
Total revenues were $144 thousand for the three moths ended March 31, 2002
compared to $532 thousand for the comparable period in 2001. The 2001 revenues
included a $215 thousand gain on asset sales. Oil prices were also significantly
higher in 2001 than in 2002.
Operating Costs and Expenses
Total production expenses for the three months ended March 31, 2002 were $95
thousand compared to $93 thousand in 2001. Depreciation, depletion and
amortization was $5 thousand compared to $3 thousand in 2001. General and
administrative expenses for the three months ended 2002 and 2001 were $533
thousand and $251 thousand. Increased insurance costs ($146 thousand) and
consultant fees ($91 thousand) in 2002 accounted for the increase in general and
administrative costs.
Other Income (Expense)
Interest income of $9 thousand was received from amounts on deposit in 2002
compared to $138 thousand in the quarter ended March 31, 2001. The decrease can
be attributed to smaller balances on deposit in 2002 when compared to 2001 and
lower interest rates in 2001. With the termination of the Paramount Joint
Venture in June 2001, there was no equity gain or loss for unconsolidated
entities in the first quarter of 2002, compared to an equity loss in
unconsolidated entities in the quarter ended March 31, 2001 of $433 thousand.
Income Taxes
Income taxes of $2 thousand and $15 thousand for the quarters ending March 31,
2002 and 2001 respectively were associated with activity in the Philippines.
Net Loss
Net loss attributable to common stockholders for the three months ended March
31, 2002 was $484 thousand, compared to a net loss attributable to common
stockholders of $127 thousand for the same period in 2001. The increased net
loss in 2002 was primarily due lower crude oil prices and higher general
administrative costs associated with insurance and consultant fees.
12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3. Articles of Incorporation and Bylaws
3.1 Restated Certificate of Incorporation (incorporated by
reference to exhibit 4.1 to the Company's Registration
Statement on Form S-3 filed with the Commission on July 15,
1998, Reg. No. 333-59095).
3.2 Certificate of Amendment to Restated Certificate of
Incorporation (incorporated by reference to exhibit 4.2 to the
Company's Registration Statement on Form S-3 filed with the
Commission on July 15, 1998, Reg. No. 333-59095).
3.3 Bylaws (incorporated by reference to exhibit 4.3 to the
Company's Registration Statement on Form S-3 filed with the
Commission on July 15, 1998, Reg. No. 333-59095).
3.4 Amendment to Bylaws (incorporated by reference to exhibit 4.4
to the Company's Registration Statement on Form S-3 filed with
the Commission on July 15, 1998, Reg. No. 333-59095).
3.5 Designation of Convertible Preferred Stock, Series A
(incorporated by reference to exhibit 4.1 to the Company's
Report on Form 8-K filed with the Commission on May 6, 1998,
File No. 000-20928).
(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
---------------------------------------
W. Russell Scheirman, President,
Chief Financial Officer and Director
(on behalf of the Registrant and as the
principal financial officer)
Dated May 10, 2002
14