Financial Instruments and Fair Value Measurement | Financial Instruments and Fair Value Measurement Financial Instruments At September 30, 2021, the Company’s financial instruments recognized on the balance sheet consisted of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, investment, other long-term assets, accounts payable and accrued liabilities, derivatives, equity compensation award liability, long-term debt, and other long-term liabilities. Fair Value Measurement The fair value of investment, derivatives, and equity compensation award liability is remeasured to the estimated fair value at the end of each reporting period. Investment in PetroTal The estimated fair value of the Company's investment in PetroTal was $44.1 million at September 30, 2021 ($48.3 million at December 31, 2020), based on the closing stock price of PetroTal of $0.41 CAD ($0.25 CAD at December 31, 2020) and the foreign exchange rate at that date. During the nine months ended September 30, 2021, the Company sold 44% (109 million common shares) of its interest in PetroTal for cash proceeds net of transaction costs of $14.6 million, resulting in a loss on sale of $5.1 million. PetroTal is a publicly-traded energy company incorporated and domiciled in Canada engaged in exploration, appraisal, and development of crude oil and natural gas in Peru. PetroTal's shares are listed on the Toronto Stock Exchange Venture under the trading symbol 'TAL' and on the London Stock Exchange Alternative Investment Market under the trading symbol 'PTAL'. As at September 30, 2021, Gran Tierra holds approximately 137 million common shares representing approximately 17% of PetroTal's issued and outstanding common shares. Commodity and Foreign Currency Derivatives The fair value of commodity price and foreign currency derivatives is estimated based on various factors, including quoted market prices in active markets and quotes from third parties. The Company also performs an internal valuation to ensure the reasonableness of third party quotes. In consideration of counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers that it is of substantial credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions. PSUs and DSUs The estimated fair value of the PSUs liability is based on a pricing model using inputs such as quoted market prices in an active market and PSUs performance factor. The fair value of DSUs liability is measured using quoted market prices in an active market. The fair value of investment, derivatives, and PSUs and DSUs liability at September 30, 2021, and December 31, 2020, was as follows: (Thousands of U.S. Dollars) As at September 30, 2021 As at December 31, 2020 Investment $ 44,116 $ 48,323 Derivative liability $ 14,737 $ 12,050 PSUs and DSUs liability 13,601 4,760 $ 28,338 $ 16,810 The following table presents gains or losses on derivatives and other financial instruments recognized in the accompanying interim unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, (Thousands of U.S. Dollars) 2021 2020 2021 2020 Commodity price derivatives loss (gain) $ 2,586 $ (2,206) $ 47,435 $ (12,983) Foreign currency derivatives loss 17 33 105 3,566 Derivative instruments loss (gain) $ 2,603 $ (2,173) $ 47,540 $ (9,417) Unrealized PetroTal investment (gain) loss $ (13,616) $ 1,055 $ (17,477) $ 60,124 Loss on sale of PetroTal shares — — 5,070 — Financial instruments (gain) loss (18) 405 (18) 1,162 Other financial instruments (gain) loss $ (13,634) $ 1,460 $ (12,425) $ 61,286 Financial instruments not recorded at fair value include the Company's 6.25% Senior Notes due 2025 (the "6.25% Senior Notes") and 7.75% Senior Notes due 2027 (the "7.75% Senior Notes"). At September 30, 2021, the carrying amounts of the 6.25% Senior Notes and the 7.75% Senior Notes were $293.5 million and $291.7 million, respectively, which represented the aggregate principal amount less unamortized debt issuance costs, and the fair values were $262.6 million and $260.1 million, respectively. The fair value of long-term restricted cash and cash equivalents and the revolving credit facility approximated their carrying value because interest rates are variable and reflective of market rates. The fair values of other financial instruments approximate their carrying amounts due to the short-term maturity of these instruments. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets and liabilities and have the highest priority. Level 2 and 3 inputs are based on significant other observable inputs and significant unobservable inputs, respectively, and have lower priorities. The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of assets and liabilities. At September 30, 2021, the fair value of the investment and DSUs liability was determined using Level 1 inputs. The fair value of the derivative and PSUs liability was determined using Level 2 inputs. The Company uses available market data and valuation methodologies to estimate the fair value of debt. The fair value of debt is the estimated amount the Company would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period-end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the Company’s Senior Notes and revolving credit facility to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for public and private debt. The disclosure in the paragraph above regarding the fair value of cash and restricted cash and cash equivalents and Senior Notes was based on Level 1 inputs, and the fair value of credit facility was based on Level 2 inputs. The Company’s non-recurring fair value measurements include asset retirement obligations. The fair value of an asset retirement obligation is measured by reference to the expected future cash outflows required to satisfy the retirement obligation discounted at the Company’s credit-adjusted risk-free interest rate. Commodity Price Derivatives The Company utilizes commodity price derivatives to manage the variability in cash flows associated with the forecasted sale of its oil production, reduce commodity price risk and provide a base level of cash flows to assure it can execute at least a portion of its planned capital spending. At September 30, 2021, the Company had outstanding commodity price derivative positions as follows: Period and type of instrument Volume, Reference Sold Put ($/bbl, Weighted Average) Purchased Put ($/bbl, Weighted Average) Sold Call ($/bbl, Weighted Average) Swap Price ($/bbl, Weighted Average) Three-way Collars: 7,000 ICE Brent 47.14 57.14 68.95 n/a Swaps: October 1, to December 31, 2021 3,000 ICE Brent n/a n/a n/a 56.75 Foreign Currency Derivatives The Company utilizes foreign currency derivatives to manage the variability in cash flows associated with the Company's forecasted Colombian peso ("COP") denominated expenses. At September 30, 2021, the Company had outstanding foreign currency derivative positions as follows: Period and type of instrument Amount Hedged U.S. Dollar Equivalent of Amount Hedged (Thousands of U.S. Dollars) (1) Reference Floor Price Cap Price (COP, Weighted Average) Collars: October 1, to December 31, 2021 3,000 782 COP 3,500 3,630 (1) At September 30, 2021 foreign exchange rate. |