VAALCO ENERGY INC /DE/
10-Q, 1996-08-14
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                   FORM 10-QSB
(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

                 For the transition period from ______ to ______

                         COMMISSION FILE NUMBER 0-20928
                             -----------------------
                               VAALCO ENERGY, INC.
        (Exact name of small business issuer as specified in its charter)


                 DELAWARE                                   76-0274813
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

            4600 POST OAK PLACE
                 SUITE 309
              HOUSTON, TEXAS                                   77027
 (Address of principal executive offices)                   (Zip Code)

                    Issuer's telephone number: (713) 623-0801

        Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. 

                                 Yes [X] No [ ]

        As of August 9, 1996, there were outstanding 8,865,469 shares of Common
Stock, $.10 par value per share, of the registrant.

- --------------------------------------------------------------------------------

                      VAALCO ENERGY, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS




PART I.   FINANCIAL INFORMATION


CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
   June 30, 1996  (unaudited) and December 31, 1995............................3
Statements of Consolidated Operations (unaudited)
   Three and six months ended June 30, 1996 and 1995...........................4
Statements of Consolidated Cash Flows (unaudited)
   Six months ended June 30, 1996 and 1995.....................................5
Notes to Consolidated Financial Statements.....................................6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
   CONDITION AND RESULTS OF OPERATIONS.........................................8

PART II.  OTHER INFORMATION...................................................13

                                       2

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      VAALCO ENERGY, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (IN THOUSANDS OF DOLLARS, EXCEPT PAR VALUE AMOUNTS)

<TABLE>
<CAPTION>
                                                                      June 30,   December 31,
                                                                        1996        1995
                                                                      --------    --------
                                                                     (UNAUDITED)
<S>                                                                   <C>         <C>     
ASSETS
CURRENT ASSETS:
  Cash and equivalents ............................................   $  1,509    $    701
  Receivables:
    Trade .........................................................        131        --
    Accounts with partners ........................................        792       1,998
    Other .........................................................      1,105         950
  Crude oil inventory .............................................       --         1,511
  Materials and supplies ..........................................        481         802
  Prepaid expenses and other ......................................        160         210
                                                                      --------    --------
     Total current assets .........................................      4,178       6,172
                                                                      --------    --------
PROPERTY AND EQUIPMENT-SUCCESSFUL EFFORTS METHOD

  Wells, platforms and other production facilities ................     46,129      46,122
  Wells in progress ...............................................       --          --
  Undeveloped acreage .............................................        738         647
  Equipment and other .............................................        614         644
                                                                      --------    --------
                                                                        47,481      47,413
  Accumulated depreciation,depletion and amortization .............    (46,661)    (46,615)
                                                                      --------    --------
    Net property and equipment ....................................        820         798
                                                                      --------    --------
OTHER ASSETS:
  Marketable securities ...........................................        345         901
  Other long-term assets ..........................................        203         230
  Advances-related party ..........................................      1,919       1,921
  Marketable securities-related party .............................        565         565
                                                                      --------    --------
TOTAL .............................................................   $  8,030    $ 10,587
                                                                      ========    ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
  Accounts payable ................................................   $  3,532    $  6,067
  Accrued liabilities .............................................        955       1,224
  Current portion of debt obligations .............................      3,300       4,000
                                                                      --------    --------
    Total current liabilities .....................................      7,787      11,291
                                                                      --------    --------
PREPAID DRILLING COSTS ............................................      1,000        --
FUTURE ABANDONMENT COSTS ..........................................      4,172       4,172
                                                                      --------    --------
  Total liabilities ...............................................     12,959      15,463
                                                                      --------    --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
  Preferred stock, $25 par value, 10% cumulative dividend .........
    500,000 authorized shares; 90,000 shares issued and outstanding      2,250       2,250
  Common stock, $.10 par value, 15,000,000 authorized shares;
    8,870,864 shares issued of which 5,395 are in the treasury
    in 1996 and 1995 ..............................................        887         887
  Additional paid-in capital ......................................     11,401      11,401
  Accumulated deficit .............................................    (19,417)    (19,123)
  Net unrealized loss on noncurrent marketable securities .........        (37)       (278)
  Less treasury stock, at cost ....................................        (13)        (13)
                                                                      --------    --------
    Total stockholders' deficit ...................................     (4,929)     (4,876)
                                                                      --------    --------
TOTAL .............................................................   $  8,030    $ 10,587
                                                                      ========    ========
</TABLE>

                 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)

<TABLE>
<CAPTION>
                                             Three Months Ended June 30,   Six Months Ended June 30,
                                             --------------------------    --------------------------
                                                1996           1995           1996           1995
                                             -----------    -----------    -----------    -----------
<S>                                          <C>            <C>            <C>            <C>        
REVENUES:
  Crude oil sales ........................   $       292    $     1,735    $     2,163    $     1,735
                                             -----------    -----------    -----------    -----------
    Total revenues .......................           292          1,735          2,163          1,735
                                             -----------    -----------    -----------    -----------
OPERATING COSTS AND EXPENSES:
  Production expenses ....................           209          1,439          1,431          1,548
  Exploration costs ......................            53             96            129            158
  Depreciation, depletion and amortization            23            514            618            526
  General and administrative expenses ....           550            388          1,094            963
                                             -----------    -----------    -----------    -----------
    Total operating costs ................           835          2,437          3,272          3,195
                                             -----------    -----------    -----------    -----------
OPERATING  LOSS ..........................          (543)          (702)        (1,109)        (1,460)
OTHER INCOME (EXPENSES)
  Interest income ........................            22             73             71            126
  Interest expense and financing charges .           (73)          (100)          (153)          (191)
  Gain on sale of assets .................         1,140           --            1,140           --
  Other, net .............................           (94)            10           (130)           (58)
                                             -----------    -----------    -----------    -----------
    Total other income (expense) .........           995            (17)           928           (123)
                                             -----------    -----------    -----------    -----------
NET INCOME (LOSS) ........................           452           (719)          (181)        (1,583)
Preferred dividends ......................           (56)           (56)          (113)          (113)
                                             -----------    -----------    -----------    -----------
NET INCOME (LOSS) ATTRIBUTABLE TO
  COMMON STOCKHOLDERS ....................   $       396    $      (775)   $      (294)   $    (1,696)
                                             ===========    ===========    ===========    ===========
INCOME (LOSS)  PER COMMON SHARE ..........   $      0.04    $     (0.09)   $     (0.03)   $     (0.19)
                                             ===========    ===========    ===========    ===========
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING ............................     8,865,469      8,865,469      8,865,469      8,865,469
                                             ===========    ===========    ===========    ===========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       4

                      VAALCO ENERGY, INC. AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                            (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                   Six Months Ended June 30,
                                                                    ----------------------
                                                                      1996         1995
                                                                    ---------    ---------
<S>                                                                 <C>          <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ........................................................   $    (181)   $  (1,583)
Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation, depletion and amortization ....................         618          526
    Seismic and exploration costs ...............................         115          158
    Gain on sale of subsidiary ..................................      (1,140)        --
Change in assets and liabilities that provided (used) cash:
    Funds in escrow .............................................        --             67
    Accounts with partners ......................................      (1,162)       1,118
    Trade receivables ...........................................        (131)       1,534
    Other receivables ...........................................        (156)         (80)
    Crude oil inventory .........................................         971         (974)
    Materials and supplies ......................................         135          243
    Prepaid expenses and other ..................................          50           28
    Accounts payable ............................................         430          189
    Accrued liabilities .........................................        (387)         439
                                                                    ---------    ---------
      Net cash (used in) provided by operating activities .......        (838)       1,665
                                                                    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Seismic and exploration costs ...................................        (115)        (158)
Additions to property and equipment .............................        (367)        (453)
Proceeds from sale of assets ....................................       1,825         --
Decrease in notes receivable ....................................        --             85
Other (net) .....................................................        --           (165)
                                                                    ---------    ---------
      Net cash provided by (used in) investing activities .......       1,343         (691)
                                                                    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings ........................................       1,000         --
Repayments of debt obligations ..................................        (700)        (200)
Advances from related parties (net) .............................           3         (234)
                                                                    ---------    ---------
      Net cash provided by (used in) financing activities .......         303         (434)
                                                                    ---------    ---------
NET CHANGE IN CASH AND EQUIVALENTS ..............................         808          540
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD .....................         701        1,974
                                                                    ---------    ---------
CASH AND EQUIVALENTS AT END OF PERIOD ...........................   $   1,509    $   2,514
                                                                    =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Net cash paid for interest ..................................   $     158    $    --
                                                                    =========    =========
    Depletion costs previously capitalized in crude oil inventory   $     533    $    --
                                                                    =========    =========
</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                       5

                      VAALCO ENERGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JUNE 30, 1996
                                   (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 which the Company deems
         necessary for a fair presentation of its financial position and results
         of operations for the interim period. Such results are not necessarily
         indicative of results to be expected for the full year. The Balance
         Sheet at December 31, 1995 has been taken from the audited financial
         statements at that date. 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, 1995.


2.       CURRENT DEVELOPMENTS

         The accompanying consolidated financial statements have been prepared
         assuming that the Company will continue as a going concern. The
         continued decline in oil production from the West Linapacan "A" field,
         resultant from severe water encroachment, materially and adversely
         affected the Company's financial condition and operating cash flows and
         led to management's decision to suspend operations from the field in
         early 1996. In an effort to increase cash flows, management reactivated
         production from a previously suspended field, the Matinloc field.

         Through a diversification program, undertaken by management, the
         Company has acquired five blocks outside of the Philippines. Three of
         these blocks, the Cauvery Block, the Gulf of Cambay block and the
         CY-OS/2 block, are located in India. Two blocks, the Equata block and
         the Etame block, are located in Gabon. Four of the five blocks contain
         existing undeveloped discoveries. The Company also holds a working
         interest in approximately 1,470 acres in Goliad County, Texas.

         On April 2, 1996, the Company completed the sale of all of the
         outstanding capital stock of VAALCO Energy (India), Inc., the Company's
         wholly owned subsidiary, to Hardy Oil and Gas (UK) Limited ("Hardy").
         Such sale includes the Company's interest in the Cauvery Block. A gain
         resulting from the sale of $1.1 million was recognized in the second
         quarter, with a $0.13 effect on earnings per common share. There was no
         other material impact on the Company's results of operations as the
         subsidiary had no income and the majority of the expenses recorded by
         the subsidiary were overhead expenses allocated by the parent.
         Therefore, management believes that the financial statements presented
         herein would not be materially different had the transaction occurred
         at the beginning of the year. With the completion of the sale, the
         Company sold substantially all of its proved undeveloped reserves.

         In conjunction with the sale, Hardy loaned the Company $1 million on a
         non recourse basis. Such loan is repayable only upon the payment by
         Hardy, for the account of VAALCO, of certain drilling costs associated
         with one of the oil and gas concessions in India that VAALCO is seeking
         to obtain.

                                       6

4.       DEBT OBLIGATIONS

         The Company entered into a credit agreement (the "Credit Agreement") on
         June 23, 1993 to borrow $6 million, at an interest rate of LIBOR plus
         2%, from a European institutional lender. In August 1995, the Company
         and the noteholder reached an agreement to defer the entire balance of
         the note, at an interest rate of 7.6875% per annum, until January 31,
         1997, in return for the pledge of marketable securities held by the
         Company. In April 1996, the Company sold a portion of its marketable
         securities and reduced the balance of its note payable by $0.7 million.
         The Company also prepaid the interest on the note through January 1997.
         As of June 30, 1996, the principal balance of the note was $3.3
         million. The note contains certain covenants, including a positive
         working capital requirement and the debtor's right to call the note in
         the event the debtor concludes that a material adverse event has
         occurred to the Company which will affect the Company's ability to
         repay the note. At June 30, 1996, the Company was in violation of the
         positive working capital covenant. The note holder has given no
         indication that they will accelerate the note; however there can be no
         assurance that the note holder will not do so. As the Company is unable
         to eliminate this violation, the debt remains callable. If the note is
         called, the Company would be unable to pay amounts owed. The loan is
         guaranteed by the Company and is secured by marketable securities owned
         by the Company and Chattel Mortgages on the interest of Alcorn
         (Production) Philippines, Inc. and Alcorn (Philippines), Inc. on
         certain production equipment.

3.       DIVIDENDS

         The Preferred Stock accrues a cumulative dividend of 10% per annum (an
         aggregate of $225,000 per year), payable prior to any dividends on the
         Common Stock. No dividends have been paid in 1996. The Company declared
         and paid dividends of $71,837 on the Preferred Stock for 1995, which
         were used to pay down related party receivables. Dividends on the
         Preferred Stock are payable quarterly on the first day of February,
         May, August and November and are payable in cash, or, at the Company's
         option, in shares of Common Stock equal to the market price of the
         Common Stock on the dividend payment date. The holders of preferred
         stock deferred their right to receive dividend payments for 1995 and
         1996. As of June 30, 1996 $321,913 of preferred stock dividends have
         been accrued.

                                       7

                      VAALCO ENERGY, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

CAPITAL RESOURCES AND LIQUIDITY

         The consolidated financial statements included in this Quarterly Report
have been prepared assuming that the Company will continue as a going concern.
Throughout 1994 and 1995 the Company experienced significant declines in oil
production from its primary source of revenue, the West Linapacan "A" field. As
a result of this decline, the financial condition and operating cash flows of
the Company were materially and adversely affected. Despite three sidetrack
wells, two major workovers and the unsuccessful drilling of an additional
development well, the production from the three producing wells declined to
approximately 1,900 barrels of oil per day ("BOPD") by December 1995. In January
1996, the Company suspended operations in the field. The Company continues to
produce the Nido and Matinloc fields at approximately 350 BOPD. No planned
capital expenditures are anticipated in 1996 for the Philippines operations.

         The Company is actively seeking projects to replace its West Linapacan
operations. Through a diversification program, undertaken by management, the
Company has acquired five international blocks outside of the Philippines, three
in India and two in Gabon. Four of the five blocks contain existing undeveloped
discoveries. Domestically, the Company has accumulated approximately 1,470 acres
over prospects in Goliad County, Texas.

         On April 2, 1996, the Company completed the sale of all of the
outstanding capital stock of VAALCO Energy (India), Inc., the Company's wholly
owned subsidiary, to Hardy Oil and Gas (UK) Limited ("Hardy"). Such sale
includes the Company's interest in the Cauvery Block. A gain resulting from the
sale of $1.1 million was recognized in the second quarter, with a $0.13 effect
on earnings per common share. There was no other material impact on the
Company's results of operations as the subsidiary had no income and the majority
of the expenses recorded by the subsidiary were overhead expenses allocated by
the parent. With the completion of the sale, the Company sold substantially all
of its proved undeveloped reserves.

         In conjunction with the sale, Hardy loaned the Company $1 million on a
non-recourse basis. Such loan is repayable only upon the payment by Hardy, for
the account of VAALCO, of certain drilling costs associated with one of the oil
and gas concessions in India that VAALCO is seeking to obtain.

         In 1995, the Company was informed by the Ministry of Oil and Gas of
India of the award of the exploration block covering the Gulf of Cambay, on the
West Coast of India, to a consortium operated by the Company. The Company and
its partners, TATA Petrodyne Ltd., Hindustan Oil Exploration Company Ltd. and
Oil and Natural Gas Corporation of India, have interests of 45%, 31.5%, 13.5%
and 10%, respectively, in the block. The award of the block is subject to the
signing of a production sharing contract by the consortium with the government,
which is under negotiation. There can be no assurance that the consortium will
successfully complete such negotiation or that the Company will undertake any
drilling efforts with respect to this property. If a production sharing contract
is signed, the Company will assign 25% of its interest in the block to Hardy.

                                       8

         In July 1995, the Company acquired two blocks offshore Gabon. Both
blocks contain previous discoveries which the Company is currently evaluating to
determine their commerciality. If deemed commercial, the Company expects to
present a development plan for one or both blocks during 1996. In addition, the
Company and its partner have an obligation to obtain 1,500 kilometers of seismic
and drill one well on the Etame block during the three year term of the License.
Net capital expenditures of $0.3 million are committed to this project in 1996,
with further capital expenditures contingent upon the Company's ability to raise
funds.

         In October 1994, the Company acquired a working interest in
approximately 1,200 acres in Goliad County, Texas, in exchange for cash and
warrants to purchase shares of the Company's Common Stock, $.10 par value per
share (the "Common Stock"). The warrants have a term of three years and will
consist of the right to purchase 200,000 shares of Common Stock at an exercise
price of $2.50 per share and 200,000 shares of Common Stock at an exercise price
of $5.00 per share, subject to the terms and conditions of the acquisition
agreement. The Company has an average 76% net revenue interest in the acreage
and plans to analyze this property in 1996 for viability.
The three year lease has no drilling obligation requirements.

         In March 1996, a well was drilled by another company in close proximity
to this property. Capital expenditures for 1996 will depend upon the outcome of
this drilling program along with analysis currently being done on the area. Also
in March 1996, the Company acquired a working interest in an additional 271
acres in the area.

         The Company is currently seeking funds to finance its U.S. and Gabon
projects. There can be no assurance that the Company will be successful in
obtaining such financing. No capital expenditures are anticipated in 1996 for
the U.S. project. Net capital expenditures of $0.3 million are committed to the
Gabon project in 1996, with further capital expenditures contingent upon the
Company's ability to raise funds.

         The Company entered into a credit agreement (the "Credit Agreement") on
June 23, 1993 to borrow $6 million, at an interest rate of LIBOR plus 2%, from a
European institutional lender. The Company drew down $6 million against the
facility in the third quarter of 1993. Proceeds were utilized for further
development of the West Linapacan "A" field. The Company had repaid $2.0 million
of the note, plus interest, as of the second quarter of 1995. In August 1995,
the Company and the noteholder reached an agreement to defer the entire balance
of the note, at an interest rate of 7.6875% per annum, until January 31, 1997,
in return for the pledge of marketable securities held by the Company. The
Company sold a portion of these marketable securities and reduced the balance of
the note by $0.7 million in April 1996. Also in connection with the sale, the
Company prepaid the interest on the note through January 1997. The note contains
certain covenants, including a positive working capital requirement and the
debtor's right to call the note in the event the debtor concludes that a
material adverse event has occurred to the Company which will affect the
Company's ability to repay the note. At June 30, 1996, the Company was in
violation of the positive working capital covenant. The note holder has given no
indication that they will accelerate the note; however there can be no assurance
that the note holder will not do so. As the Company is unable to eliminate this
violation, the debt remains callable. If the note is called, the Company would
be unable to pay amounts owed. The Company's ability to pay the 

                                       9

note in accordance with its terms will depend on the success of the Company's
efforts to generate new operations for which the Company is currently seeking
financing. However, there can be no assurance that the Company will be able to
do so. The loan is guaranteed by the Company and is secured by marketable
securities owned by the Company and Chattel Mortgages on the interest of Alcorn
(Production) Philippines, Inc. and Alcorn (Philippines), Inc. on certain
production equipment.

RESULTS OF OPERATIONS

         Amounts stated hereunder have been rounded to the nearest $100,000,
however, percentage changes have been calculated using actual amounts.

THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995

REVENUES

Total revenues for the three months ended June 30, 1996 were $0.3 million a
decrease of $1.4 million, or 83%, as compared to $1.7 million for the same
period in 1995. In January 1996, production operations from the West Linapacan
"A" field were suspended. The Company continues to produce from the Nido and
Matinloc fields in the Philippines at approximately 350 BOPD.

EXPENSES

Production expenses for the three months ended June 30, 1996 were $0.2 million,
a decrease of $1.2 million, as compared to $1.4 million for the same period in
1995. The reduced expenses in 1996 are a direct result of the suspension of
production activities from the West Linapacan "A" field.

Depreciation, depletion and amortization for the three months ended June 30,
1996 was $.02 million as compared to $0.5 million for the same period in 1995.
Nominal depletion expense was recorded in the second quarter of 1996, as the
Company's fields have been fully depleted.

General and administrative expenses for the three months ended June 30, 1996
were $0.5 million, an increase of $0.1 million, or 42%, as compared to $0.4
million for the same period in 1995. Costs associated with the sale of VAALCO
Energy (India), Inc. are the primary reason for this increase.

OTHER INCOME (EXPENSES)

In April 1996, the Company completed the sale of all of the outstanding capital
stock of VAALCO Energy (India), Inc., the Company's wholly owned subsidiary, to
Hardy Oil and Gas (UK) Limited ("Hardy"). Such sale includes the Company's
interest in the Cauvery Block. A gain resulting from the sale of $1.1 million
was recognized in the second quarter, with a $0.13 effect on earnings per common
share. There was no other material impact on the Company's results of operations
as the subsidiary had no income and the majority of the expenses recorded by 

                                       10

the subsidiary were overhead expenses allocated by the parent. With the
completion of the sale, the Company sold substantially all of its proved
undeveloped reserves.

NET LOSS

Net income attributable to common stockholders for the three months ended June
30, 1996 was $0.4 million as compared to a net loss attributable to common
stockholders of $0.8 million for the same period in 1995. The income generated
in 1996 is a result of the recognition of a $1.1 million gain on the sale of
VAALCO Energy (India), Inc. The Company had an operating loss in both periods,
resulting from decreased revenues from crude oil sales.

SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995

REVENUES

Total revenues for the six months ended June 30, 1996 were $2.2 million, an
increase of $.5 million or 25% as compared to $1.7 million for the same period
in 1995. A crude oil sale in January 1996 from storage inventory of the West
Linapacan "A" field exceeded crude oil sales for the same period in 1995. In
January 1996, production operations from the West Linapacan "A" field were
suspended. The Company continues to produce from the Nido and Matinloc fields in
the Philippines at approximately 350 BOPD.

EXPENSES

Production expenses for the six months ended June 30, 1996 were $1.4 million, a
decrease of $0.1 million, or 8%, as compared to $1.5 million for the same period
in 1995. The decrease is primarily due to declining West Linapacan "A" operating
expenses.

Exploration costs for the six months ended June 30, 1996 were $0.1 million, an
increase of $0.1 million, as compared to $0.2 million for the same period in
1995. This decline resulted from the sale of the Company's Indian subsidiary in
April 1996.

Depreciation, depletion and amortization for the six months ended June 30, 1996
was $0.6 million, and increase of $0.1 million, or 17%, as compared to $0.5
million for the same period in 1995. The 1996 amount includes a depletion
adjustment for depletion costs that were capitalized in crude oil inventory at
December 31, 1995. Nominal depletion expense was recorded in the second quarter
of 1996, as the Company's fields have been fully depleted.

General and administrative expenses for the six months ended June 30, 1996 were
$1.1 million, an increase of $0.1 million, or 14%, as compared to $1.0 million
for the same period in 1995. Costs associated with the sale of VAALCO Energy
(India), Inc. are the primary reason for this increase.

OTHER INCOME (EXPENSES)

In April 1996, the Company completed the sale of all of the outstanding capital
stock of VAALCO Energy (India), Inc., the Company's wholly owned subsidiary, to
Hardy Oil and Gas 

                                       11

(UK) Limited ("Hardy"). Such sale includes the Company's interest in the Cauvery
Block. A gain resulting from the sale of $1.1 million was recognized in the
second quarter, with a $0.13 effect on earnings per common share. There was no
other material impact on the Company's results of operations as the subsidiary
had no income and the majority of the expenses recorded by the subsidiary were
overhead expenses allocated by the parent. With the completion of the sale, the
Company sold substantially all of its proved undeveloped reserves.

NET LOSS

Net loss attributable to common stockholders for the six months ended June 30,
1996 was $0.3 million as compared to $1.7 million for the same period in 1995.
The decrease in net loss in 1996 is a result of the recognition of a $1.1
million gain on the sale of VAALCO Energy (India), Inc. in the current year. The
Company had an operating loss in both periods, resulting from decreased revenues
from crude oil sales.

CASH FLOWS

Net cash used in operating activities for the six months ended June 30, 1996 was
$0.8 million, as compared to net cash provided by operating activities of $1.7
million for the same period in 1995. The change was primarily due to declining
cash flows from production from the Company's Philippine operations.

Net cash provided by investing activities for the six months ended June 30, 1996
was $1.3 million as compared to net cash used in investing activities of $0.7
million for the same period in 1995. The change is primarily due to cash
received from the sale of marketable securities and VAALCO Energy (India), Inc.
in the second quarter of 1996.

Net cash provided by financing activities for the six months ended June 30, 1996
was $0.3 million as compared to net cash used in financing activities of $0.4
million for the same period in 1995. The 1996 amount reflects proceeds from the
non-recourse loan received in conjunction with the sale of VAALCO Energy
(India), Inc. offset by the payment of a portion of the Company's debt
obligations. The 1995 amount resulted primarily from advances to related parties
and payment of debt obligations.

                                       12

                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits
                27. Financial Data Schedule

        (b)     Reports on Form 8-K
                Disposition of VAALCO Energy (India), Inc. on April 2, 1996 to
                Hardy UK Holdings Limited.

                                       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


Dated Augusts 13, 1996

                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM [________________] AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,509
<SECURITIES>                                       345
<RECEIVABLES>                                    2,294
<ALLOWANCES>                                       896
<INVENTORY>                                        481
<CURRENT-ASSETS>                                 4,178
<PP&E>                                          47,481
<DEPRECIATION>                                  46,661
<TOTAL-ASSETS>                                   8,030
<CURRENT-LIABILITIES>                            7,787
<BONDS>                                              0
                                0
                                      2,250
<COMMON>                                           887
<OTHER-SE>                                       8,066
<TOTAL-LIABILITY-AND-EQUITY>                     8,030
<SALES>                                          2,163
<TOTAL-REVENUES>                                 2,163
<CGS>                                                0
<TOTAL-COSTS>                                    1,431
<OTHER-EXPENSES>                                   747
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 153
<INCOME-PRETAX>                                  (181)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (181)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (181)
<EPS-PRIMARY>                                   (0.03)
<EPS-DILUTED>                                   (0.03)
        

</TABLE>


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