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6-K Filing
GeoPark Limited (GPRK) 6-KCurrent report (foreign)
Filed: 7 Nov 19, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2019
Commission File Number: 001-36298
GeoPark Limited
(Exact name of registrant as specified in its charter)
Nuestra Señora de los Ángeles 179
Las Condes, Santiago, Chile
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | X | Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | No | X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | No | X |
GEOPARK LIMITED
TABLE OF CONTENTS
ITEM | |
1. | Interim Condensed Consolidated Financial Statements and Explanatory Notes for the three-months and nine-months period ended 30 September 2018 and 2019 |
Item 1
GEOPARK LIMITED
Interim condensed consolidated
financial statements
AND explanatory notes
For the three-months and nine-months period ended 30 September 2018 and 2019
GEOPARK LIMITED
30 SEPTEMBER 2019
CONTENTS
Page | |
3 | Condensed Consolidated Statement of Income |
4 | Condensed Consolidated Statement of Comprehensive Income |
5 | Condensed Consolidated Statement of Financial Position |
6 | Condensed Consolidated Statement of Changes in Equity |
7 | Condensed Consolidated Statement of Cash Flow |
8 | Explanatory Notes |
2
GEOPARK LIMITED
30 SEPTEMBER 2019
CONDENSED CONSOLIDATED STATEMENT OF INCOME
Amounts in US$ ´000 | Note | Three-months period ended 30 September 2019 (Unaudited) | Three-months period ended 30 September 2018 (Unaudited) | Nine-months period ended 30 September 2019 (Unaudited) | Nine-months period ended 30 September 2018 (Unaudited) |
REVENUE | 3 | 151,202 | 166,786 | 470,851 | 449,994 |
Commodity risk management contracts | 4 | 4,438 | (559) | (16,015) | (15,807) |
Production and operating costs | 5 | (41,734) | (48,722) | (126,666) | (127,568) |
Geological and geophysical expenses | 6 | (4,256) | (3,892) | (12,861) | (9,946) |
Administrative expenses | 7 | (14,467) | (12,323) | (39,526) | (37,439) |
Selling expenses | 8 | (2,412) | (1,258) | (11,271) | (2,783) |
Depreciation | (26,544) | (24,327) | (76,816) | (68,338) | |
Write-off of unsuccessful exploration efforts | 11 | (8,405) | (3,501) | (9,268) | (14,543) |
Other (expenses) income | (1,437) | (1,201) | 578 | (551) | |
OPERATING PROFIT | 56,385 | 71,003 | 179,006 | 173,019 | |
Financial expenses | 9 | (9,341) | (9,439) | (28,690) | (28,080) |
Financial income | 9 | 700 | 703 | 2,140 | 2,132 |
Foreign exchange gain (loss) | 9 | 770 | (2,934) | (671) | (17,903) |
PROFIT BEFORE INCOME TAX | 48,514 | 59,333 | 151,785 | 129,168 | |
Income tax expense | 10 | (41,757) | (29,654) | (93,859) | (69,081) |
PROFIT FOR THE PERIOD | 6,757 | 29,679 | 57,926 | 60,087 | |
Attributable to: | |||||
Owners of the Company | 6,757 | 21,393 | 57,926 | 39,154 | |
Non-controlling interest | - | 8,286 | - | 20,933 | |
Earnings per share (in US$) for profit attributable to owners of the Company. Basic | 0.11 | 0.35 | 0.96 | 0.65 | |
Earnings per share (in US$) for profit attributable to owners of the Company. Diluted | 0.11 | 0.33 | 0.93 | 0.60 |
The above condensed consolidated statement of income should be read in conjunction with the accompanying notes.
3
GEOPARK LIMITED
30 SEPTEMBER 2019
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Amounts in US$ ´000 | Three-months period ended 30 September 2019 (Unaudited) | Three-months period ended 30 September 2018 (Unaudited) | Nine-months period ended 30 September 2019 (Unaudited) | Nine-months period ended 30 September 2018 (Unaudited) | |
Profit for the period | 6,757 | 29,679 | 57,926 | 60,087 | |
Other comprehensive income | |||||
Items that may be subsequently reclassified to profit or loss: | |||||
Currency translation differences | (2,455) | (546) | (2,104) | (3,349) | |
Total comprehensive income for the period | 4,302 | 29,133 | 55,822 | 56,738 | |
Attributable to: | |||||
Owners of the Company | 4,302 | 20,847 | 55,822 | 35,805 | |
Non-controlling interest | - | 8,286 | - | 20,933 |
The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
4
GEOPARK LIMITED
30 SEPTEMBER 2019
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Amounts in US$ ´000 | Note | At 30 September 2019 (Unaudited) | Year ended 31 December 2018 |
ASSETS | |||
NON CURRENT ASSETS | |||
Property, plant and equipment | 11 | 564,787 | 557,170 |
Right-of-use assets | 14,369 | - | |
Prepayments and other receivables | 8,755 | 3,494 | |
Other financial assets | 10,635 | 10,570 | |
Deferred income tax asset | 27,119 | 31,793 | |
TOTAL NON CURRENT ASSETS | 625,665 | 603,027 | |
CURRENT ASSETS | |||
Inventories | 10,083 | 9,309 | |
Trade receivables | 34,663 | 16,215 | |
Prepayments and other receivables | 34,918 | 54,659 | |
Derivative financial instrument assets | 16 | 6,419 | 27,539 |
Other financial assets | 58 | 898 | |
Cash and cash equivalents | 81,599 | 127,727 | |
Assets held for sale | - | 23,286 | |
TOTAL CURRENT ASSETS | 167,740 | 259,633 | |
TOTAL ASSETS | 793,405 | 862,660 | |
EQUITY | |||
Equity attributable to owners of the Company | |||
Share capital | 12 | 59 | 60 |
Share premium | 175,864 | 237,840 | |
Reserves | 109,705 | 111,809 | |
Accumulated losses | (154,343) | (206,688) | |
Attributable to owners of the Company | 131,285 | 143,021 | |
TOTAL EQUITY | 131,285 | 143,021 | |
LIABILITIES | |||
NON CURRENT LIABILITIES | |||
Borrowings | 13 | 424,438 | 429,027 |
Lease liabilities | 5,238 | - | |
Provisions and other long-term liabilities | 14 | 46,569 | 42,577 |
Deferred income tax liability | 21,244 | 14,801 | |
Trade and other payables | 15 | 6,296 | 14,789 |
TOTAL NON CURRENT LIABILITIES | 503,785 | 501,194 | |
CURRENT LIABILITIES | |||
Borrowings | 13 | 10,581 | 17,975 |
Lease liabilities | 7,962 | - | |
Current income tax liability | 33,298 | 58,776 | |
Trade and other payables | 15 | 106,494 | 131,420 |
Liabilities associated with assets held for sale | - | 10,274 | |
TOTAL CURRENT LIABILITIES | 158,335 | 218,445 | |
TOTAL LIABILITIES | 662,120 | 719,639 | |
TOTAL EQUITY AND LIABILITIES | 793,405 | 862,660 |
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
5
GEOPARK LIMITED
30 SEPTEMBER 2019
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the Company | |||||||
Amount in US$ '000 | Share Capital | Share Premium | Other Reserve | Translation Reserve | Accumulated losses | Non- controlling Interest | Total |
Equity at 1 January 2018 | 61 | 239,191 | 127,527 | 2,079 | (283,933) | 41,915 | 126,840 |
Comprehensive income (loss): | |||||||
Profit for the nine-months period | - | - | - | - | 39,154 | 20,933 | 60,087 |
Currency translation differences | - | - | - | (3,349) | - | - | (3,349) |
Total comprehensive income (loss) for the period ended 30 September 2018 | - | - | - | (3,349) | 39,154 | 20,933 | 56,738 |
Transactions with owners: | |||||||
Share-based payment | - | 325 | - | - | 3,150 | 167 | 3,642 |
Dividends distribution to non-controlling interest | - | - | - | - | - | (8,089) | (8,089) |
Total transactions with owners for the period ended 30 September 2018 | - | 325 | - | - | 3,150 | (7,922) | (4,447) |
Balance at 30 September 2018 (Unaudited) | 61 | 239,516 | 127,527 | (1,270) | (241,629) | 54,926 | 179,131 |
Balance at 31 December 2018 | 60 | 237,840 | 114,131 | (2,322) | (206,688) | - | 143,021 |
Comprehensive income (loss): | |||||||
Profit for the nine-months period | - | - | - | - | 57,926 | - | 57,926 |
Currency translation differences | - | - | - | (2,104) | - | - | (2,104) |
Total comprehensive income (loss) for the period ended 30 September 2019 | - | - | - | (2,104) | 57,926 | - | 55,822 |
Transactions with owners: | |||||||
Share-based payment | 3 | 7,020 | - | - | (5,581) | - | 1,442 |
Repurchase of shares (Note 12) | (4) | (68,996) | - | - | - | - | (69,000) |
Total transactions with owners for the period ended 30 September 2019 | (1) | (61,976) | - | - | (5,581) | - | (67,558) |
Balance at 30 September 2019 (Unaudited) | 59 | 175,864 | 114,131 | (4,426) | (154,343) | - | 131,285 |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
6
GEOPARK LIMITED
30 SEPTEMBER 2019
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
Amounts in US$ ’000 | Nine-months period ended 30 September 2019 (Unaudited) | Nine-months period ended 30 September 2018 (Unaudited) |
Cash flows from operating activities | ||
Profit for the period | 57,926 | 60,087 |
Adjustments for: | ||
Income tax expense | 93,859 | 69,081 |
Depreciation | 76,816 | 68,338 |
Loss on disposal of property, plant and equipment | 7 | 268 |
Write-off of unsuccessful exploration efforts | 9,268 | 14,543 |
Amortization of other long-term liabilities | (428) | (545) |
Accrual of borrowing interests | 22,541 | 22,734 |
Unwinding of long-term liabilities | 3,492 | 2,591 |
Accrual of share-based payment | 1,442 | 3,642 |
Foreign exchange loss | 671 | 17,903 |
Unrealized loss (gain) on commodity risk management contracts | 19,902 | (11,508) |
Income tax paid | (88,638) | (67,704) |
Change in working capital | (39,970) | (976) |
Cash flows from operating activities – net | 156,888 | 178,454 |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (88,162) | (90,937) |
Proceeds from disposal of long-term assets (Note 18) | 7,066 | - |
Acquisition of business | - | (48,850) |
Cash flows used in investing activities – net | (81,096) | (139,787) |
Cash flows from financing activities | ||
Proceeds from borrowings | - | 15,000 |
Principal paid | (4,932) | (56) |
Interest paid | (28,483) | (27,627) |
Lease payments | (4,317) | - |
Repurchase of shares (Note 12) | (69,000) | - |
Payments for transactions with non-controlling interest (Note 15) | (15,000) | - |
Dividends distribution to non-controlling interest | - | (8,089) |
Cash flows used in financing activities – net | (121,732) | (20,772) |
Net (decrease) increase in cash and cash equivalents | (45,940) | 17,895 |
Cash and cash equivalents at 1 January | 127,727 | 134,755 |
Currency translation differences | (188) | 87 |
Cash and cash equivalents at the end of the period | 81,599 | 152,737 |
Ending Cash and cash equivalents are specified as follows: | ||
Cash at bank and bank deposits | 81,575 | 152,715 |
Cash in hand | 24 | 22 |
Cash and cash equivalents | 81,599 | 152,737 |
The above condensed consolidated statement of cash flow should be read in conjunction with the accompanying notes.
7
GEOPARK LIMITED
30 SEPTEMBER 2019
EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1
General information
GeoPark Limited (the “Company” ) is a company incorporated under the law of Bermuda. The Registered Office address is Cedar House, 3rd Floor, 41 Cedar Avenue, Hamilton HM12, Bermuda.
The principal activity of the Company and its subsidiaries (the “Group” or “GeoPark”) is the exploration, development and production for oil and gas reserves in Colombia, Chile, Brazil, Argentina, Peru and Ecuador.
This condensed consolidated interim financial report was authorized for issue by the Board of Directors on 5 November 2019.
Basis of Preparation
The condensed consolidated interim financial report of GeoPark Limited is presented in accordance with IAS 34 “Interim Financial Reporting”. It does not include all of the information required for full annual financial statements, and should be read in conjunction with the annual financial statements as at and for the years ended 31 December 2017 and 2018, which have been prepared in accordance with IFRS.
The condensed consolidated interim financial report has been prepared in accordance with the accounting policies applied in the most recent annual financial statements, except for the changes explained below within “Changes in accounting policies”.
Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current period.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.
The activities of the Group are not subject to significant seasonal changes.
Changes in accounting policies
The Group has adopted IFRS 16 following the simplified approach, and has not restated comparative figures for previous reporting periods, as permitted under the specific transitional provisions in the standard. The reclassifications arising from the new leasing rules are therefore recognized in the opening balance sheet on 1 January 2019.
On adoption of IFRS 16, the Group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 9.4%.
8
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 1 (Continued)
Changes in accounting policies (Continued)
The table below summarizes the initial recognition of assets and liabilities related to the adoption of IFRS 16:
Amounts in US$ '000 | Total |
Right-of-use assets at 1 January 2019(a) | 14,610 |
Additions | 2,634 |
Depreciation during the period | (2,875) |
Right-of-use assets at 30 September 2019 | 14,369 |
(a) | Recognized as “Lease liabilities” as of 1 January 2019. |
(a) Impact on segment information
As a result of the change in the accounting policy, segment assets as of 30 September 2019 increased for the amount of the Right-of-use assets. Nevertheless, there is no impact on Adjusted EBITDA as a consequence of the adoption of this new standard, as specified in the indenture governing the 2024 Notes.
(b) Practical expedients applied
In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:
· | the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, |
· | reliance on previous assessments on whether leases are onerous, |
· | the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases, |
· | the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and |
· | the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease. |
(c) Accounting for the Group’s leasing activities
The Group leases various offices, facilities, machinery and equipment. Rental contracts are typically made for fixed periods of 1 to 7 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Until the 2018 financial year, leases of property, plant and equipment were classified as either finance or operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease.
9
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 1 (Continued)
Changes in accounting policies (Continued)
(c) Accounting for the Group’s leasing activities (Continued)
From 1 January 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance expenses. The finance expense is charged to the Condensed Consolidated Statement of Income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
· | fixed payments, less any lease incentives receivable, |
· | variable lease payments that are based on an index or a rate, |
· | amounts expected to be payable by the lessee under residual value guarantees, |
· | the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and |
· | payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. |
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the following:
· | the amount of the initial measurement of lease liability, |
· | any lease payments made at or before the commencement date less any lease incentives received, |
· | any initial direct costs, and |
· | restoration costs. |
Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the Condensed Consolidated Statement of Income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture.
10
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 1 (Continued)
Estimates
The preparation of interim financial information requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2018.
Financial risk management
The Group’s activities expose it to a variety of financial risks: currency risk, price risk, credit risk- concentration, funding and liquidity risk, interest risk and capital risk. The condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group’s annual financial statements as at 31 December 2018.
There have been no changes in the risk management since year end or in any risk management policies.
Subsidiary undertakings
The following chart illustrates the main companies of the Group structure as of 30 September 2019:
During 2019, the subsidiary that used to be named GeoPark Argentina Limited was re-domiciliated from Bermuda to Argentina.
11
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 1 (Continued)
Subsidiary undertakings (Continued)
Details of the subsidiaries and joint operations of the Group are set out below:
Name and registered office | Ownership interest | |||
Subsidiaries | GeoPark Argentina S.A.U. (Argentina) | 100% | ||
GeoPark Latin America Limited (Bermuda) | 100% | |||
GeoPark Latin America Limited – Agencia en Chile (Chile) | 100% (a) | |||
GeoPark S.A. (Chile) | 100% (a) (b) | |||
GeoPark Brasil Exploração y Produção de Petróleo e Gás Ltda. (Brazil) | 100% (a) | |||
GeoPark Chile S.A. (Chile) | 100% (a) | |||
GeoPark Fell S.p.A. (Chile) | 100% (a) | |||
GeoPark Magallanes Limitada (Chile) | 100% (a) | |||
GeoPark TdF S.p.A. (Chile) | 100% (a) | |||
GeoPark Colombia S.A. (Chile) | 100% (a) (b) | |||
GeoPark Colombia S.A.S. (Colombia) | 100% (a) | |||
GeoPark Latin America S.L.U. (Spain) | 100% (a) | |||
GeoPark Colombia Coöperatie U.A. (The Netherlands) | 100% (a) | |||
GeoPark S.A.C. (Peru) | 100% (a) | |||
GeoPark Perú S.A.C. (Peru) | 100% (a) | |||
GeoPark Operadora del Perú S.A.C. (Peru) | 100% (a) | |||
GeoPark Peru S.L.U. (Spain) | 100% (a) | |||
GeoPark Brasil S.L.U. (Spain) | 100% (a) | |||
GeoPark Colombia E&P S.A. (Panama) | 100% (a) | |||
GeoPark Colombia E&P Sucursal Colombia (Colombia) | 100% (a) | |||
GeoPark Mexico S.A.P.I. de C.V. (Mexico) | 100% (a) (b) | |||
GeoPark E&P S.A.P.I. de C.V. (Mexico) | 100% (a) (b) | |||
GeoPark (UK) Limited (United Kingdom) | 100% | |||
GeoPark Perú S.A.C. Sucursal Ecuador (Ecuador) | 100% (a) | |||
Joint operations | Flamenco Block (Chile) | 50% (c) | ||
Campanario Block (Chile) | 50% (c) | |||
Isla Norte Block (Chile) | 60% (c) | |||
Llanos 34 Block (Colombia) | 45% (c) | |||
Llanos 32 Block (Colombia) | 12.5% | |||
Puelen Block (Argentina) | 18% | |||
CN-V Block (Argentina) | 50% | |||
Manati Field (Brazil) | 10% | |||
POT-T-747 Block (Brazil) | 70% (c) | |||
REC-T-128 Block (Brazil) | 70% (c) | |||
Espejo (Ecuador) | 50% (c) | |||
Perico (Ecuador) | 50% | |||
Llanos 86 Block (Colombia) | 50% (c) | |||
Llanos 87 Block (Colombia) | 50% (c) | |||
Llanos 104 Block (Colombia) | 50% (c) |
(a) | Indirectly owned - (b) Dormant companies - (c) GeoPark is the operator |
On 2 July 2019, GeoPark obtained regulatory approval to increase its working interest in the Tranquilo Block, Chile, to 100%.
12
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 2
Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee. This committee is integrated by the CEO, COO, CFO and managers in charge of the Geoscience, Operations, Corporate Governance, Finance and People departments. This committee reviews the Group’s internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports. The committee considers the business from a geographic perspective.
The Executive Committee assesses the performance of the operating segments based on a measure of Adjusted EBITDA. Adjusted EBITDA is defined as profit for the period (determined as if IFRS 16Leases has not been adopted, as specified in the indenture governing the 2024 Notes), before net finance cost, income tax, depreciation, amortization, certain non-cash items such as impairments and write-offs of unsuccessful exploration efforts, accrual of share-based payment, unrealized result on commodity risk management contracts and other non recurring events. Operating Netback is equivalent to Adjusted EBITDA before cash expenses included in Administrative, Geological and Geophysical and Other operating expenses. Other information provided to the Executive Committee is measured in a manner consistent with that in the financial statements.
Nine-months period ended 30 September 2019
Amounts in US$ '000 | Total | Colombia | Chile | Brazil | Argentina | Peru | Corporate(a) |
Revenue | 470,851 | 403,839 | 24,499 | 15,533 | 26,980 | - | - |
Sale of crude oil | 434,634 | 402,406 | 8,076 | 663 | 23,489 | - | - |
Sale of gas | 36,217 | 1,433 | 16,423 | 14,870 | 3,491 | - | - |
Production and operating costs | (126,666) | (86,917) | (15,546) | (4,015) | (20,188) | - | - |
Royalties | (47,943) | (41,879) | (897) | (1,193) | (3,974) | - | - |
Share-based payment | (329) | (231) | (31) | (29) | (38) | - | - |
Operating costs | (78,394) | (44,807) | (14,618) | (2,793) | (16,176) | - | - |
Depreciation | (76,816) | (34,270) | (25,737) | (5,097) | (11,163) | (436) | (113) |
Operating profit / (loss) | 179,006 | 230,892 | (20,747) | 4,463 | (16,615) | (3,888) | (15,099) |
Operating Netback | 334,558 | 310,364 | 8,705 | 9,993 | 5,496 | - | - |
Adjusted EBITDA | 277,679 | 281,519 | 5,780 | 7,496 | 2,813 | (5,323) | (14,606) |
(a) | Includes expenses for the initial activities in Ecuador (Operating loss of US$ 393,000 and Adjusted Ebitda of US$ 251,000 loss). |
13
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 2 (Continued)
Segment Information (Continued)
Nine-months period ended 30 September 2018
Amounts in US$ '000 | Total | Colombia | Chile | Brazil | Argentina | Peru | Corporate |
Revenue | 449,994 | 374,273 | 27,681 | 22,837 | 25,203 | - | - |
Sale of crude oil | 408,896 | 373,208 | 13,501 | 908 | 21,279 | - | - |
Sale of gas | 41,098 | 1,065 | 14,180 | 21,929 | 3,924 | - | - |
Production and operating costs | (127,568) | (89,381) | (15,241) | (6,644) | (16,302) | - | - |
Royalties | (53,632) | (47,091) | (1,104) | (2,125) | (3,312) | - | - |
Share-based payment | (568) | (294) | (157) | (22) | (95) | - | - |
Operating costs | (73,368) | (41,996) | (13,980) | (4,497) | (12,895) | - | - |
Depreciation | (68,338) | (32,821) | (20,389) | (7,919) | (6,993) | (190) | (26) |
Operating profit / (loss) | 173,019 | 198,843 | (10,831) | 3,518 | (2,922) | (4,264) | (11,325) |
Operating Netback | 292,896 | 257,251 | 12,175 | 16,216 | 7,254 | - | - |
Adjusted EBITDA | 244,848 | 233,812 | 7,292 | 13,631 | 3,865 | (5,052) | (8,700) |
Total Assets | Total | Colombia | Chile | Brazil | Argentina | Peru | Corporate |
30 September 2019 | 793,405 | 316,501 | 250,587 | 70,468 | 83,612 | 55,302 | 16,935 |
31 December 2018 | 862,660 | 383,450 | 276,449 | 70,424 | 87,259 | 35,817 | 9,261 |
A reconciliation of total Operating Netback to total profit before income tax is provided as follows:
Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 | |
Operating Netback | 107,498 | 113,712 | 334,558 | 292,896 |
Geological and geophysical expenses | (6,290) | (4,506) | (16,831) | (13,354) |
Administrative expenses | (14,490) | (10,989) | (40,048) | (34,694) |
Adjusted EBITDA for reportable segments | 86,718 | 98,217 | 277,679 | 244,848 |
Unrealized gain (loss) on commodity risk management contracts | 3,038 | 2,856 | (19,902) | 11,508 |
Depreciation(a) | (26,544) | (24,327) | (76,816) | (68,338) |
Write-off of unsuccessful exploration efforts | (8,405) | (3,501) | (9,268) | (14,543) |
Share-based payment | (325) | (1,840) | (1,442) | (3,642) |
Lease accounting - IFRS 16 | 1,480 | - | 4,317 | - |
Others(b) | 423 | (402) | 4,438 | 3,186 |
Operating profit | 56,385 | 71,003 | 179,006 | 173,019 |
Financial expenses | (9,341) | (9,439) | (28,690) | (28,080) |
Financial income | 700 | 703 | 2,140 | 2,132 |
Foreign exchange gain (loss) | 770 | (2,934) | (671) | (17,903) |
Profit before tax | 48,514 | 59,333 | 151,785 | 129,168 |
(a) | Net of capitalized costs for oil stock included in Inventories. Depreciation includes US$ 2,238,000 (US$ 1,719,000 in 2018) generated by assets not related to production activities. For the three-months period ended 30 September 2019 the amount included in depreciation is US$ 774,000 (US$ 610,000 in 2018). |
(b) | Includes allocation to capitalized projects. |
14
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 2 (Continued)
Segment Information (Continued)
The following table presents a reconciliation of Adjusted EBITDA to operating profit (loss) for the nine-month periods ended 30 September 2019 and 2018:
Nine-months period ended 30 September 2019 | ||||||
Colombia | Chile | Brazil | Argentina | Other(c) | Total | |
Adjusted EBITDA for reportable segments | 281,519 | 5,780 | 7,496 | 2,813 | (19,929) | 277,679 |
Depreciation | (34,270) | (25,737) | (5,097) | (11,163) | (549) | (76,816) |
Unrealized loss on commodity risk management contracts | (19,902) | - | - | - | - | (19,902) |
Write-off of unsuccessful exploration efforts | (241) | - | - | (9,027) | - | (9,268) |
Share-based payment | (433) | (46) | (51) | (50) | (862) | (1,442) |
Lease accounting - IFRS 16 | 1,463 | 126 | 1,643 | 710 | 375 | 4,317 |
Others | 2,756 | (870) | 472 | 102 | 1,978 | 4,438 |
Operating profit / (loss) | 230,892 | (20,747) | 4,463 | (16,615) | (18,987) | 179,006 |
Nine-months period ended 30 September 2018 | ||||||
Colombia | Chile | Brazil | Argentina | Other(c) | Total | |
Adjusted EBITDA for reportable segments | 233,812 | 7,292 | 13,631 | 3,865 | (13,752) | 244,848 |
Depreciation | (32,821) | (20,389) | (7,919) | (6,993) | (216) | (68,338) |
Unrealized gain on commodity risk management contracts | 11,508 | - | - | - | - | 11,508 |
Write-off of unsuccessful exploration efforts | (11,914) | (397) | (1,879) | (353) | - | (14,543) |
Share-based payment | (546) | (288) | (60) | (465) | (2,283) | (3,642) |
Others | (1,196) | 2,951 | (255) | 1,024 | 662 | 3,186 |
Operating profit / (loss) | 198,843 | (10,831) | 3,518 | (2,922) | (15,589) | 173,019 |
(c)Includes Peru, Ecuador and Corporate.
Note 3
Revenue
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Sale of crude oil | 138,245 | 152,183 | 434,634 | 408,896 |
Sale of gas | 12,957 | 14,603 | 36,217 | 41,098 |
151,202 | 166,786 | 470,851 | 449,994 |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 4
Commodity risk management contracts
The Group entered into derivative financial instruments to manage its exposure to oil price risk. These derivatives are zero-premium collars or zero-premium 3 ways (put spread plus call), and were placed with major financial institutions and commodity traders. The Group entered into the derivatives under ISDA Master Agreements and Credit Support Annexes, which provide credit lines for collateral posting thus alleviating possible liquidity needs under the instruments and protect the Group from potential non-performance risk by its counterparties. The Group’s derivatives are accounted for as non-hedge derivatives as of 30 September 2019 and therefore all changes in the fair values of its derivative contracts are recognized as gains or losses in the results of the periods in which they occur.
The following table presents the Group’s derivative contracts in force as of 30 September 2019:
Period | Reference | Type | Volume bbl/d | Price US$/bbl |
1 January 2019 - 30 September 2019 | ICE BRENT | Zero Premium Collar | 2,000 | 65.00 Put 92.50 Call |
1 January 2019 - 30 September 2019 | ICE BRENT | Zero Premium Collar | 3,000 | 65.00 Put 92.26 Call |
1 April 2019 - 31 March 2020 | ICE BRENT | Zero Premium 3 Way | 2,000 | 45.00-55.00 Put 79.02 Call |
1 April 2019 - 31 March 2020 | ICE BRENT | Zero Premium 3 Way | 2,000 | 45.00-55.00 Put 79.00 Call |
1 July 2019 - 31 March 2020 | ICE BRENT | Zero Premium 3 Way | 4,000 | 45.00-55.00 Put 81.50 Call |
1 October 2019 - 31 December 2020 | ICE BRENT | Zero Premium 3 Way | 2,000 | 45.00-55.00 Put 71.00 Call |
1 October 2019 - 31 December 2020 | ICE BRENT | Zero Premium 3 Way | 2,000 | 45.00-55.00 Put 73.80 Call |
The table below summarizes the gain (loss) on the commodity risk management contracts:
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Realized gain (loss) on commodity risk management contracts | 1,400 | (3,415) | 3,887 | (27,315) |
Unrealized gain (loss) on commodity risk management contracts | 3,038 | 2,856 | (19,902) | 11,508 |
Total | 4,438 | (559) | (16,015) | (15,807) |
The following table presents the Group’s derivative contracts agreed after the balance sheet date:
Period | Reference | Type | Volume bbl/d | Price US$/bbl |
1 November 2019 - 31 December 2020 | ICE BRENT | Zero Premium 3 Way | 2,000 | 45.00-55.00 Put 65.20 Call |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 5
Production and operating costs
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Staff costs | 3,759 | 4,004 | 10,909 | 12,362 |
Share-based payment | - | 321 | 329 | 568 |
Royalties | 15,136 | 21,074 | 47,943 | 53,632 |
Well and facilities maintenance | 7,752 | 7,101 | 21,032 | 14,248 |
Operation and maintenance | 1,643 | 1,983 | 5,939 | 5,389 |
Consumables | 3,967 | 4,704 | 13,481 | 12,700 |
Equipment rental | 2,568 | 2,449 | 7,282 | 7,025 |
Transportation costs | 585 | 605 | 2,088 | 2,089 |
Gas plant costs | 741 | 1,203 | 2,717 | 4,070 |
Safety and insurance costs | 1,188 | 943 | 3,019 | 2,653 |
Field camp | 527 | 639 | 1,977 | 2,229 |
Non operated blocks costs | 371 | 407 | 973 | 1,096 |
Crude oil stock variation | 220 | 1,096 | (1) | 2,672 |
Other costs | 3,277 | 2,193 | 8,978 | 6,835 |
41,734 | 48,722 | 126,666 | 127,568 |
Note 6
Geological and geophysical expenses
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Staff costs | 4,457 | 3,770 | 12,332 | 10,987 |
Share-based payment | - | 185 | 136 | 329 |
Other services | 1,659 | 736 | 4,253 | 2,367 |
Allocation to capitalized project | (1,860) | (799) | (3,860) | (3,737) |
4,256 | 3,892 | 12,861 | 9,946 |
Note 7
Administrative expenses
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Staff costs | 6,854 | 6,421 | 21,803 | 20,267 |
Share-based payment | 325 | 1,334 | 977 | 2,745 |
Consultant fees | 4,435 | 1,887 | 9,193 | 5,076 |
Travel expenses | 1,018 | 1,140 | 3,533 | 3,478 |
Director fees and allowance | 756 | 733 | 2,435 | 2,057 |
Communication and IT costs | 948 | 503 | 2,465 | 1,424 |
Allocation to joint operations | (1,842) | (1,779) | (5,689) | (5,739) |
Other administrative expenses | 1,973 | 2,084 | 4,809 | 8,131 |
14,467 | 12,323 | 39,526 | 37,439 |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 8
Selling expenses
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Transportation | 2,132 | 793 | 10,361 | 1,782 |
Selling taxes and other | 280 | 465 | 910 | 1,001 |
2,412 | 1,258 | 11,271 | 2,783 |
Note 9
Financial results
Amounts in US$ '000 | Three-months period ended 30 September 2019 | Three-months period ended 30 September 2018 | Nine-months period ended 30 September 2019 | Nine-months period ended 30 September 2018 |
Financial expenses | ||||
Bank charges and other financial costs | (698) | (859) | (2,904) | (2,755) |
Interest and amortization of debt issue costs | (7,448) | (7,205) | (22,625) | (21,472) |
Interest with related parties | - | (447) | - | (1,341) |
Unwinding of long-term liabilities | (1,259) | (988) | (3,492) | (2,591) |
Less: amounts capitalized on qualifying assets | 64 | 60 | 331 | 79 |
(9,341) | (9,439) | (28,690) | (28,080) | |
Financial income | ||||
Interest received | 700 | 703 | 2,140 | 2,132 |
700 | 703 | 2,140 | 2,132 | |
Foreign exchange gains and losses | ||||
Foreign exchange gain (loss) | 770 | (2,934) | (3,514) | (17,903) |
Result on currency risk management contracts(a) | - | - | 2,843 | - |
770 | (2,934) | (671) | (17,903) | |
Total financial results | (7,871) | (11,670) | (27,221) | (43,851) |
(a) | In December 2018, GeoPark decided to manage its future exposure to local currency fluctuation with respect to income tax balances in Colombia. Consequently, the Group entered into a derivative financial instrument with a local bank in Colombia, for an amount equivalent to US$ 92,050,000, in order to anticipate any currency fluctuation with respect to income taxes payable in February, April and June 2019. |
Note 10
Income tax expense
The effective tax rate was 62% for the nine-months period ended 30 September 2019 compared to 53% in 2018. The increase in the effective tax rate was primarily due to the devaluation of the local currencies in Colombia (7%), Chile (4%) and Argentina (53%) that reduced the tax basis of Property, plant and equipment when compared to the corresponding functional currencies, resulting in a higher deferred tax liability.
Also, during the nine-month period ended 30 September 2019 the Company income tax expense included an out of period adjustment related to prior periods that increased the income tax expense. The adjustment
18
GEOPARK LIMITED
30 SEPTEMBER 2019
Note 10 (Continued)
Income tax expense (Continued)
is related to the increase in deferred tax liabilities as a result of computing as temporary differences originally considered permanent generated between the tax and book basis of Property, plant and equipment.
The Company concluded that this adjustment was not material to the current period or to any previously reported quarterly or annual financial statements.
Note 11
Property, plant and equipment
Amounts in US$'000 | Oil & gas properties | Furniture, equipment and vehicles | Production facilities and machinery | Buildings and improvements | Construction in progress | Exploration and evaluation assets | TOTAL |
Cost at 1 January 2018 | 776,504 | 15,398 | 157,396 | 10,361 | 37,990 | 64,368 | 1,062,017 |
Additions | (1,782)(a) | 1,098 | - | - | 55,665 | 37,087 | 92,068 |
Acquisitions | 52,640 | 267 | 1,616 | 134 | - | - | 54,657 |
Disposals | (417) | - | - | - | - | - | (417) |
Write-off of unsuccessful exploration efforts | - | - | - | - | - | (14,543)(b) | (14,543) |
Transfers | 48,277 | 267 | 12,935 | 594 | (45,144) | (16,929) | - |
Currency translation differences | (13,429) | (154) | (1,049) | (36) | (12) | (1,318) | (15,998) |
Cost at 30 September 2018 | 861,793 | 16,876 | 170,898 | 11,053 | 48,499 | 68,665 | 1,177,784 |
Cost at 1 January 2019 | 717,510 | 17,748 | 172,094 | 11,554 | 60,597 | 59,992 | 1,039,495 |
Additions | 1,763 | 1,566 | 362 | 27 | 73,629 | 16,237 | 93,584 |
Disposals | - | (41) | - | - | - | - | (41) |
Write-off of unsuccessful exploration efforts | - | - | - | - | - | (9,268)(c) | (9,268) |
Transfers | 56,825 | 255 | 21,663 | 65 | (67,124) | (11,684) | - |
Currency translation differences | (4,623) | (53) | (158) | (11) | - | (492) | (5,337) |
Reclassification(d) | 26,302 | - | (23,489) | - | - | - | 2,813 |
Cost at 30 September 2019 | 797,777 | 19,475 | 170,472 | 11,635 | 67,102 | 54,785 | 1,121,246 |
Depreciation and write-down at 1 January 2018 | (441,534) | (11,916) | (86,232) | (4,932) | - | - | (544,614) |
Depreciation | (53,767) | (1,128) | (13,396) | (591) | - | - | (68,882) |
Currency translation differences | 7,417 | 110 | 400 | 30 | - | - | 7,957 |
Disposals | 149 | - | - | - | - | - | 149 |
Depreciation and write-down at 30 September 2018 | (487,735) | (12,934) | (99,228) | (5,493) | - | - | (605,390) |
Depreciation and write-down at 1 January 2019 | (359,358) | (13,361) | (103,704) | (5,902) | - | - | (482,325) |
Depreciation | (59,066) | (1,561) | (13,217) | (677) | - | - | (74,521) |
Disposals | - | 34 | - | - | - | - | 34 |
Currency translation differences | 2,292 | 45 | 817 | 12 | - | - | 3,166 |
Reclassification(d) | (27,664) | - | 24,851 | - | - | - | (2,813) |
Depreciation and write-down at 30 September 2019 | (443,796) | (14,843) | (91,253) | (6,567) | - | - | (556,459) |
Carrying amount at 30 September 2018 | 374,058 | 3,942 | 71,670 | 5,560 | 48,499 | 68,665 | 572,394 |
Carrying amount at 30 September 2019 | 353,981 | 4,632 | 79,219 | 5,068 | 67,102 | 54,785 | 564,787 |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 11 (Continued)
Property, plant and equipment (Continued)
(a) | Corresponds to the effect of re-estimation of assets retirement obligation in Colombia. |
(b) | Corresponds to four unsuccessful exploratory wells drilled in Brazil (POT-T-747 and POT-T-619 Blocks), Colombia (Tiple Block) and Argentina (Puelen Block). The charge also includes the write off of other exploration costs incurred in the Fell Block in 2015 for which no additional work would be performed. |
(c) | Corresponds to five unsuccessful exploratory wells drilled and other exploration costs incurred in Argentina (CN-V, Sierra del Nevado and Puelen Blocks) and other exploration costs in Colombia. |
(d) | Corresponds to a disclosure reclassification related to the final closing of the sale of the La Cuerva and Yamu Blocks described in Note 18. |
Note 12
Share capital
Issued share capital | At 30 September 2019 | Year ended 31 December 2018 |
Common stock (US$ ´000) | 59 | 60 |
The share capital is distributed as follows: | ||
Common shares, of nominal US$ 0.001 | 59,287,305 | 60,483,447 |
Total common shares in issue | 59,287,305 | 60,483,447 |
Authorized share capital | ||
US$ per share | 0.001 | 0.001 |
Number of common shares (US$ 0.001 each) | 5,171,949,000 | 5,171,949,000 |
Amount in US$ | 5,171,949 | 5,171,949 |
GeoPark’s share capital only consists of common shares. The authorized share capital consists of 5,171,949,000 common shares of par value US$ 0.001 per share. All of the Company issued and outstanding common shares are fully paid and nonassessable.
Buyback program
On 20 December 2018, the Company approved a program to repurchase up to 10% of its outstanding shares (approximately 6,063,000 shares). The repurchase program begun on 21 December 2018 and will expire on 31 December 2019.
The following table presents the quantity of common shares purchased and the amounts paid:
Period | Purchased common shares | Amounts paid (US$ '000) |
20 December 2018 - 31 December 2018 | 145,917 | 1,801 |
1 January 2019 - 31 March 2019 | 664,633 | 10,196 |
1 April 2019 - 30 June 2019 | 2,327,947 | 38,253 |
1 July 2019 - 30 September 2019 | 1,199,029 | 20,551 |
4,337,526 | 70,801 |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 13
Borrowings
The outstanding amounts are as follows:
Amounts in US$ '000 | At 30 September 2019 | Year ended 31 December 2018 |
2024 Notes (a) | 420,715 | 426,993 |
Banco Santander (b) | 14,304 | 20,006 |
Banco de Crédito e Inversiones | - | 3 |
435,019 | 447,002 |
Classified as follows:
Current | 10,581 | 17,975 |
Non-Current | 424,438 | 429,027 |
(a) During September 2017, the Company successfully placed US$ 425,000,000 notes which were offered to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act, and outside the United States to non-U.S. persons in accordance with Regulation S under the United States Securities Act.
The Notes carry a coupon of 6.50% per annum. Final maturity of the notes will be 21 September 2024. The Notes are secured with a guarantee granted by GeoPark Colombia Coöperatie U.A. and GeoPark Chile S.A.. The debt issuance cost for this transaction amounted to US$ 6,683,000 (debt issuance effective rate: 6.90%). The indenture governing the Notes due 2024 includes incurrence test covenants that provide, among other things, that during the two-years period between 22 September 2019 and 21 September 2021, the Net Debt to Adjusted EBITDA ratio should not exceed 3.25 times and the Adjusted EBITDA to Interest ratio should exceed 2.25 times. Failure to comply with the incurrence test covenants does not trigger an event of default. However, this situation may limit the Company’s capacity to incur additional indebtedness, as specified in the indenture governing the Notes. Incurrence covenants as opposed to maintenance covenants must be tested by the Company before incurring additional debt or performing certain corporate actions including, but not limited to, dividend payments, restricted payments and others. As of the date of these interim condensed consolidated financial statements, the Company is in compliance of all the indenture’s provisions and covenants.
(b) During October 2018, GeoPark Brazil Exploração y Produção de Petróleo e Gás Ltda. executed a loan agreement with Banco Santander for Brazilian Real 77,640,000 (equivalent to US$ 20,000,000 at the moment of the loan execution) to repay an existing US$-denominated intercompany loan to GeoPark Latin America Limited - Agencia en Chile. The interest rate applicable to this loan is CDI plus 2.25% per annum. “CDI” (Interbank certificate of deposit) represents the average rate of all inter-bank overnight transactions in Brazil. The principal and the interest are paid semi-annually, with final maturity in October 2020.
As of the date of these interim condensed consolidated financial statements, the Group has available credit lines for over US$ 112,000,000.
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 14
Provisions and other long-term liabilities
The outstanding amounts are as follows:
Amounts in US$ '000 | At 30 September 2019 | Year ended 31 December 2018 |
Assets retirement obligation | 43,356 | 40,317 |
Other | 3,213 | 2,260 |
46,569 | 42,577 |
Note 15
Trade and other payables
The outstanding amounts are as follows:
Amounts in US$ '000 | At 30 September 2019 | Year ended 31 December 2018 |
Trade payables | 65,820 | 69,142 |
To be paid to co-venturers | 5,745 | 8,449 |
Payables to LGI(a) | 15,000 | 29,509 |
Customer advance payments | - | 6,300 |
Other short-term advance payments(b) | - | 9,000 |
Staff costs to be paid | 11,296 | 12,049 |
Royalties to be paid | 5,731 | 6,238 |
V.A.T. | 4,564 | 852 |
Taxes and other debts to be paid | 4,634 | 4,670 |
112,790 | 146,209 |
Classified as follows:
Current | 106,494 | 131,420 |
Non-Current | 6,296 | 14,789 |
(a) | Payables related to the acquisition of non-controlling interest in Colombia and Chile’s business from LG International in November 2018 (see Note 35.1 to the audited Consolidated Financial Statements as of 31 December 2018). The first installment of US$ 15,000,000 was paid in June 2019. |
(b) | Advance payment collected in relation with the sale of La Cuerva and Yamu Blocks in November 2018 (see Note 35.2 to the audited Consolidated Financial Statements as of 31 December 2018 and Note 18 to these Interim Condensed Consolidated Financial Statements as of 30 September 2019). |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 16
Fair value measurement of financial instruments
Fair value hierarchy
The following table presents the Group’s financial assets and financial liabilities measured and recognized at fair value at 30 September 2019 and 31 December 2018 on a recurring basis:
Amounts in US$ '000 | Level 1 | Level 2 | At 30 September 2019 |
Assets | |||
Cash and cash equivalents | |||
Money market funds | 32,968 | - | 32,968 |
Derivative financial instrument assets | |||
Commodity risk management contracts | - | 6,419 | 6,419 |
Total Assets | 32,968 | 6,419 | 39,387 |
Amounts in US$ '000 | Level 1 | Level 2 | Year ended 31 December 2018 |
Assets | |||
Cash and cash equivalents | |||
Money market funds | 53,794 | - | 53,794 |
Derivative financial instrument assets | |||
Commodity risk management contracts | - | 27,539 | 27,539 |
Total Assets | 53,794 | 27,539 | 81,333 |
There were no transfers between Level 2 and 3 during the period.
The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 September 2019.
Fair values of other financial instruments (unrecognized)
The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature.
Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed. They are classified under other financial liabilities and measured at their amortized cost. The Group estimates that the fair value of its main financial liabilities is approximately 99.6% of its carrying amount including interests accrued as of 30 September 2019. Fair values were calculated using discounted cash flow analysis.
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 17
Capital commitments
Capital commitments are detailed in Note 32.2 to the audited Consolidated Financial Statements as of 31 December 2018. The following updates have taken place during the nine-month period ended 30 September 2019:
Colombia
The Llanos 32 Block (12.5% working interest) has committed to drill an exploratory well, which amounts to US$ 587,500 at GeoPark’s working interest, before 20 February 2020.
On 17 June 2019, the Colombian National Hydrocarbons Agency (“ANH”) extended the first exploratory phase in the VIM 3 Block for an additional period ending 12 November 2019.
In September 2019, GeoPark fulfilled the commitments of US$ 1,935,000 at its working interest, that were remaining as of 31 December 2018 in the Llanos 34 Block.
Chile
On 7 May 2019, the Chilean Ministry accepted the GeoPark’s proposal to extend the second exploratory period in the Flamenco, Campanario and Isla Norte Blocks, ending 7 November 2020, 11 January 2021 and 7 November 2020, respectively.
Argentina
GeoPark fulfilled the commitments that were remaining as of 31 December 2018 in the Sierra del Nevado and CN-V Blocks.
Note 18
Business transactions
Ecuador
Espejo and Perico Blocks
On 22 May 2019, GeoPark signed final participation contracts for the Espejo (GeoPark operated, 50% working interest) and Perico (GeoPark non-operated, 50% working interest) Blocks in Ecuador, which were awarded to GeoPark in the Intracampos Bid Round held in Quito, Ecuador in March 2019. GeoPark assumed a commitment of carrying out 3D seismic in the Espejo Block and drilling four exploration wells in each block, which amounts to US$ 30,000,000 at GeoPark’s working interest, over the next four years.
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 18 (Continued)
Business transactions (Continued)
Colombia
Llanos 86, Llanos 87 and Llanos 104 Blocks
On 11 July 2019, GeoPark signed final contracts for the 50% working interest and operationship in the Llanos 86, Llanos 87 and Llanos 104 Blocks, in partnership with Hocol (a 100% subsidiary of Ecopetrol). The blocks represent significant and attractive, low-risk, high potential exploration acreage in the Llanos basin in proximity to the Llanos 34 Block. GeoPark assumed commitments to register 3D seismic and to drill six exploration wells, for between US$ 40,000,000 and US$ 55,000,000, at GeoPark’s working interest, during the first exploration phase over the next three years.
Sale of La Cuerva and Yamu Blocks
On 2 November 2018, GeoPark executed a purchase and sale agreement to sell its 100% working interest in the La Cuerva and Yamu Blocks, in Colombia. The total consideration is US$ 18,000,000, less a working capital adjustment of US$ 1,934,000, plus a contingent payment of US$ 2,000,000. Closing of the transaction took place in July 2019, after the corresponding customary regulatory approvals.
As a consequence of this transaction, GeoPark collected an advance payment of US$ 9,000,000 in November 2018 and the final payment (which includes the working capital adjustment) of US$ 7,066,000 in July 2019.
The following table summarizes the assets and liabilities related to these blocks and the result of the transaction at its closing date:
Amounts in US$ '000 | Total |
Advance payment | 9,000 |
Final payment (including working capital adjustment) | 7,066 |
Total consideration | 16,066 |
Assets held for sale | 23,211 |
Liabilities associated with assets held for sale | (9,447) |
Other net current assets | 2,416 |
Total identifiable net assets | 16,180 |
Result of the transaction recognized in the Condensed Consolidated Statement of Income | (114) |
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GEOPARK LIMITED
30 SEPTEMBER 2019
Note 18 (Continued)
Business transactions (Continued)
Brazil
REC-T-58, REC-T-67, REC-T-77 and POT-T-834 Blocks
In September 2019, GeoPark was preliminarily awarded the 100% working interest and operationship of the REC-T-58, REC-T-67, REC-T-77 and POT-T-834 Blocks. GeoPark assumed commitments of US$ 1,300,000 during the first exploration period of five years.
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SIGNATURE
Pursuant to 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.
GeoPark Limited | |||
By: | /s/ Andrés Ocampo | ||
Name: | Andrés Ocampo | ||
Title: | Chief Financial Officer |
Date: November 6, 2019
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