VAALCO ENERGY INC /DE/
For the period ended Dec 31, 2024. Filed Mar 17, 2025.
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FY2024 · Filed Mar 17, 2025
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INDEX TO CONSOLIDATED FINANCIAL INFORMATION
(a) 1. The following is an index to the Financial Statements that are filed as part of this Form 10-K.
| VAALCO ENERGY, INC. AND SUBSIDIARIES | |
|---|---|
| Report of Independent Registered Public Accounting Firm (KPMG LLP; Houston, Texas; PCAOB ID No. 185). | F-1 |
| Report of Independent Registered Public Accounting Firm (BDO USA, LLP; Houston, Texas; PCAOB ID No. 243) | F-4 |
| Report of Independent Registered Public Accounting Firm Over Internal Controls over Financial Reporting (KPMG LLP; Houston, Texas; PCAOB ID No. 185) | F-5 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-7 |
| Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021 | F-8 |
| Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 | F-9 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 | F-10 |
| Notes to the Consolidated Financial Statements | F-12 |
| Supplemental Information on Crude Oil, Natural Gas and NGLs Producing Activities (Unaudited) | F-47 |
(a) 2. Other schedules are omitted because they are not required, not applicable or the required information is included in the Financial Statements or notes thereto.
(a) 3. Exhibits:
| 2.1 | Sale and Purchase Agreement, dated as of November 17, 2020, by and between Sasol Gabon S.A. and VAALCO Gabon S.A. (filed as Exhibit 2.1 to the Company's Annual Report on Form 10-K filed on March 9, 2021, and incorporated herein by reference). |
| 2.2** | Arrangement Agreement, dated as of July 13, 2022, by and among VAALCO Energy, Inc., VAALCO Energy Canada ULC and TransGlobe Energy Corporation (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 14, 2022 and incorporated herein by reference). |
|---|---|
| 2.3** | Share Purchase Agreement, dated February 29, 2024, by and between VAALCO Energy (Holdings), Inc., Petroswede AB (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 29, 2024 and incorporated herein by reference). |
| 3.1 | Restated Certificate of Incorporation as amended through May 7, 2014 (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on November 10, 2014, and incorporated herein by reference). |
| 3.1.1 | Certificate of Amendment to Restated Certificate of Incorporation of VAALCO, dated October 14, 2022 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 13, 2022 and incorporated herein by reference). |
| 3.2 | Third Amended and Restated Bylaws, dated July 30, 2020 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 4, 2020, and incorporated herein by reference). |
| 3.3 | Certificate of Elimination of Series A Junior Participating Preferred Stock of VAALCO Energy, Inc., dated as of December 22, 2015 (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 23, 2015, and incorporated herein by reference). |
| 4.1(a) | Description of Securities |
| 10.1 | Exploration and Production Sharing Contract, dated July 7, 1995, between the Republic of Gabon and VAALCO Gabon (Etame), Inc. (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed on March 7, 2018, and incorporated herein by reference). |
| 10.2 | Addendum No. 1 to Exploration and Production Sharing Contract, dated July 7, 2001, between the Republic of Gabon and VAALCO Gabon (Etame), Inc. (filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.3 | Addendum No. 2 to Exploration and Production Sharing Contract, dated July 7, 2006, between the Republic of Gabon and VAALCO Gabon (Etame), Inc. (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.4 | Addendum No. 3 to Exploration and Production Sharing Contract, dated November 26, 2009, between the Republic of Gabon and VAALCO Gabon (Etame), Inc. (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.5 | Addendum No. 4 to Exploration and Production Sharing Contract, dated January 5, 2012, between the Republic of Gabon and VAALCO Gabon (Etame), Inc. (filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.6 | Addendum No. 5 to Exploration and Production Sharing Contract, dated April 25, 2016, between the Republic of Gabon and VAALCO Gabon (Etame), Inc. (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 7, 2018, and incorporated herein by reference). |
| 10.7 | Addendum No. 6 to Exploration and Production Sharing Contract, dated September 17, 2018, between the Republic of Gabon, VAALCO Gabon S.A., Addax Petroleum Oil & Gas Gabon, Sasol Gabon S.A. and Petroenergy Resources Corporation (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2018, and incorporated herein by reference). |
| 10.8 | Deed of Novation of Trustee and Paying Agent Agreement, dated June 22, 2017, between VAALCO Gabon (Etame), Inc., VAALCO Gabon S.A. and The Bank of New York Mellon, London Branch as the Trustee and Paying Agent and the Account Bank (filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on March 7, 2018, and incorporated herein by reference). |
| 10.9* | VAALCO Energy, Inc. 2014 Long Term Incentive Plan (filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 17, 2014, and incorporated herein by reference). |
|---|---|
| 10.10* | Form of Restricted Stock Award Agreement under the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.11* | Form of Non statutory Stock Option Agreement under the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.12* | Form of Stock Award Agreement (for Directors) under the VAALCO Energy, Inc. 2014 Long Term Incentive Plan (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 16, 2015, and incorporated herein by reference). |
| 10.13* | VAALCO Energy, Inc. 2016 Stock Appreciation Rights Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 15, 2016, and incorporated herein by reference). |
| 10.14* | Form of Stock Appreciation Rights Agreement under the VAALCO Energy, Inc. 2016 Stock Appreciation Rights Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 15, 2016, and incorporated herein by reference). |
| 10.15* | Form of Change in Control Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2019, and incorporated herein by reference). |
| 10.16* | VAALCO Energy, Inc. 2020 Long Term Incentive Plan (filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2020, and incorporated herein by reference). |
| 10.17* | First Amendment to VAALCO Energy, Inc. 2020 Long Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 8, 2021, and incorporated herein by reference). |
| 10.18* | Amendment No. 2 to the VAALCO Energy, Inc. 2020 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2024, and incorporated herein by reference). |
| 10.19* | Form of Restricted Stock Award Agreement (Director) under the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 30, 2020, and incorporated herein by reference). |
| 10.20* | Form of Restricted Stock Award Agreement (Employee) under the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 30, 2020, and incorporated herein by reference). |
| 10.21* | Form of Nonqualified Stock Option Agreement under the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 30, 2020, and incorporated herein by reference). |
| 10.22* | Employment Agreement, by and between VAALCO Energy, Inc. and George Maxwell, effective as of April 19, 2021 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 12, 2021, and incorporated herein by reference). |
| 10.22.1* | Amendment No. 1 to Employment Agreement, by and between VAALCO Energy, Inc. and George Maxwell, effective as of January 27, 2022 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 28, 2022, and incorporated herein by reference). |
| 10.22.2* | Amendment No. 2 to Employment Agreement, by and between VAALCO Energy, Inc. and George Maxwell, effective as of November 23, 2022 (filed as Exhibit 10.21.2 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
|---|---|
| 10.22.3* | Amendment No. 3 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc. and George W. M. Maxwell (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference). |
| 10.23* | Employment Agreement, by and between VAALCO Energy, Inc. and Ronald Bain, effective as of June 21, 2021 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 22, 2021, and incorporated herein by reference). |
| 10.23.1* | Amendment No. 1 to Employment Agreement, effective as of January 27, 2022, by and between VAALCO Energy, Inc. and Ronald Bain (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 28, 2022, and incorporated herein by reference). |
| 10.23.2* | Amendment No. 2 to Employment Agreement, effective as of November 23, 2022, by and between VAALCO Energy, Inc. and Ronald Bain (filed as Exhibit 10.23.2 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.23.3* | Amendment No. 3 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc. and Ronald Y. Bain (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference). |
| 10.24* | TransGlobe Energy Corporation Amended and Restated Deferred Share Unit Plan (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.25** | Bareboat Charter, by and between VAALCO Energy, Inc. and World Carrier Offshore Services Corp, dated August 31, 2021 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2021, and incorporated by reference herein). |
| 10.25.1** | Deed of Novation and Amendment to Bareboat Charter, by and between VAALCO Gabon SA, World Carrier Offshore Services Corp. and Ocean Cloud Navigation Inc., dated as of November 15, 2022 (filed as Exhibit 10.25.1 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.25.2** | Second Amendment to Bareboat Charter, by and between VAALCO Gabon SA and Ocean Cloud Navigation Inc., dated as of March 22, 2023 (filed as Exhibit 10.25.2 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.26** | Operating Agreement, by and between VAALCO Energy, Inc. and World Carrier Offshore Services Corp, dated August 31, 2021 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2021, and incorporated herein by reference). |
| 10.26.1** | Deed of Novation and Amendment to Operating Agreement, by and between VAALCO Gabon SA, World Carrier Offshore Services Corp. and Atlantic Energy Logistics SASU, dated as of November 15, 2022 (filed as Exhibit 10.26.1 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.27 | Deed of Guarantee and Indemnity, by and between VAALCO Energy, Inc. and World Carrier Offshore Services Corp., dated August 31, 2021 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2021, and incorporated herein by reference). |
| 10.27.1 | Deed of Novation and Amendment to Deed of Guarantee and Indemnity, by and between VAALCO Energy, Inc., World Carrier Offshore Services Corp. and Ocean Cloud Navigation Inc., dated as of November 15, 2022.(filed as Exhibit 10.27.1 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.28 | Deed of Guarantee and Indemnity, by and between VAALCO Energy, Inc. and World Carrier Offshore Services Corp., dated August 31, 2021 (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2021, and incorporated herein by reference) |
| 10.28.1** | Deed of Novation and Amendment to Deed of Guarantee and Indemnity, by and between VAALCO Energy, Inc., World Carrier Offshore Services Corp. and Atlantic Energy Logistics SASU, dated as of November 15, 2022 (filed as Exhibit 10.28.1 to the Company’s Annual Report on Form 10-K filed on April 6, 2023, and incorporated herein by reference). |
| 10.29 | Concession Agreement for Petroleum Exploration, Development and Exploitation between The Arab Republic of Egypt and the Egyptian General Petroleum Corporation and TransGlobe West Bakr Inc. and TransGlobe West Gharib Inc. and TG NW Gharib Inc. in Merged Development Areas of West Bakr Area, West Gharib Area, Northwest Gharib Onshore Area, Eastern Desert, A.R.E. (furnished as Exhibit 1 to TransGlobe Energy Corporation’s Report of Foreign Private Issuer on Form 6-k furnished on March 24, 2022, and incorporated herein by reference) |
| 10.30** | Amended and Restated Facility Agreement, by and among VAALCO Energy, Inc., VAALCO Gabon (Etame), Inc., VAALCO Gabon, SA, Glencore Energy UK Ltd., the Law Debenture Trust Corporation P.L.C., and the other financial institutions named therein, dated October 3, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 6, 2023, and incorporated herein by reference). |
|---|---|
| 10.31** | Crude Oil Sale and Marketing Agreement, by and between VAAALCO Gabon S.A. and Glencore Energy UK Ltd., dated May 20, 2022 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 10, 2022, and incorporated herein by reference). |
| 10.32* | Amended and Restated Executive Employment, effective April 18, 2024, by and between VAALCO Energy, Inc. and Thor Pruckl (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024, and incorporated herein by reference). |
| 10.32.1* | Amendment No. 1 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc. and Thor Pruckl (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference). |
| 10.33* | Executive Employment Agreement, effective January 18, 2024, by and between VAALCO Energy, Inc. and Matthew Powers (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024, and incorporated herein by reference). |
| 10.33.1* | Amendment No. 1 to Executive Employment, effective June 6, 2024, by and between VAALCO Energy, Inc. and Matthew Powers (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2024, and incorporated herein by reference). |
| 10.34(a)** | Borrowing Base Facility Agreement by and among VAALCO Energy, Inc., as the Original Borrower, The Financial Institutions listed in Schedule 1 thereto, as the Original Lenders, The Standard Bank of South Africa Limited, Isle of Man Branch, as the Mandated Lead Arranger, and The Standard Bank of South Africa Limited, as the Agent, dated March 4, 2025. |
| 19.1(a) | Insider Trading Policy. |
| 21.1(a) | List of subsidiaries of the Company. |
| 23.1(a) | Consent of BDO USA, P.C. |
| 23.2(a) | Consent of KPMG LLP |
| 23.3(a) | Consent of Netherland, Sewell & Associates, Inc. — Independent Petroleum Engineers. |
| 23.4(a) | Consent of GLJ Ltd. — Independent Petroleum Engineers. |
| 31.1(a) | Sarbanes-Oxley Section 302 certification of Principal Executive Officer. |
| 31.2(a) | Sarbanes-Oxley Section 302 certification of Principal Financial Officer. |
| 32.1(b) | Sarbanes-Oxley Section 906 certification of Principal Executive Officer. |
| 32.2(b) | Sarbanes-Oxley Section 906 certification of Principal Financial Officer. |
| 97.1(a) | Clawback Policy. |
| 99.1(a) | Report of Netherland, Sewell & Associates, Inc. (International Properties)- Egypt |
| 99.2(a) | Report of Netherland, Sewell & Associates, Inc. (International Properties) - Gabon |
| 99.3(a) | Report of Netherland, Sewell & Associates, Inc. (International Properties) - Cote d'Ivoire |
| 99.4(a) | Report of GLJ Ltd. |
| 101.INS(a) | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH(a) | Inline XBRL Taxonomy Schema Document. |
| 101.CAL(a) | Inline XBRL Calculation Linkbase Document. |
| 101.DEF(a) | Inline XBRL Definition Linkbase Document. |
| 101.LAB(a) | Inline XBRL Label Linkbase Document. |
| 101.PRE(a) | Inline XBRL Presentation Linkbase Document. |
| 104(a) | Cover Page Interactive Data File (formatted as Inline XBRL and Contained in Exhibit 101). |
(a)Filed herewith
(b)Furnished herewith
*Management contract or compensatory plan or arrangement
**Information in this exhibit has been omitted pursuant to Item 601 of Regulation S-K.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.