6-K 1 dp58735_6k.htm FORM 6-K

 

 

 

 

 

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 August 2015

 


 

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. GeoPark Limited Interim Condensed Consolidated Financial Statements for the six-months period ended 30 June 2014 and 2015

 

 
 

 

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 theundersigned, thereunto duly authorized.

 

    GeoPark Limited
     
     
      By: /s/ Andrés Ocampo
        Name: Andrés Ocampo
        Title: Chief FinancialOfficer

 

Date: August 11, 2015

 

 

 

 
 

 

Item 1 

 

 

 

 

 

GEOPARK LIMITED

 

 

 

 

 

Interim condensed consolidated

financial statements

 

 

 

For the six-months period ended 30 June 2014 and 2015

 

 

 

 

 

 

 

 

 

 
 

 

CONTENTS

 

Page  
   
3 Consolidated Statement of Income and Statement of Comprehensive Income
4 Consolidated Statement of Financial Position
5 Consolidated Statement of Changes in Equity
6 Consolidated Statement of Cash Flow
7 Selected explanatory notes

 

2 

GEOPARK LIMITED

30 JUNE 2015

 

CONSOLIDATED STATEMENT OF INCOME

 

           
Amounts in US$  ´000 Note Three-months period ended 30 June 2015 (Unaudited) Three-months period ended 30 June 2014 (Unaudited) Six-months period ended 30 June 2015 (Unaudited) Six-months period ended 30 June 2014  (Unaudited)
NET REVENUE 2 62,039 131,449 116,470 216,180
Production and operating costs 4 (22,472) (37,327) (46,367) (57,413)
Geological and geophysical expenses 5 (3,631) (2,887) (6,292) (5,606)
Administrative expenses 6 (8,377) (11,263) (18,218) (21,872)
Selling expenses 7 (1,113) (5,999) (3,420) (12,317)
Depreciation   (24,380) (27,570) (49,851) (45,678)
Write-off of unsuccessful efforts   - (4,550) - (8,637)
Other (expenses) income   (1,604) 361 (8,763) 974
OPERATING PROFIT (LOSS)   462 42,214 (16,441) 65,631
Financial costs 8 (8,095) (6,222) (17,125) (12,520)
Foreign exchange income (loss)   3,728 2,675 (16,018) 1,391
(LOSS) PROFIT BEFORE TAX   (3,905) 38,667 (49,584) 54,502
Income tax (expense) benefit   (5,525) (11,321) 4,137 (16,832)
(LOSS) PROFIT FOR THE PERIOD   (9,430) 27,346 (45,447) 37,670
Attributable to:          
Owners of the parent   (7,568) 21,756 (40,224) 28,458
Non-controlling interest   (1,862) 5,590 (5,223) 9,212

(Losses) Earnings per share (in US$) for (loss)

profit attributable to owners of the Company.

Basic

  (0.13) 0.39 (0.70) 0.52

(Losses) Earnings per share (in US$) for (loss)

profit attributable to owners of the Company.

Diluted

  (0.13) 0.35 (0.70) 0.45

 

STATEMENT OF COMPREHENSIVE INCOME

 

Amounts in US$  ´000   Three-months period ended 30 June 2015 (Unaudited) Three-months period ended 30 June 2014 (Unaudited) Six-months period ended 30 June 2015 (Unaudited) Six-months period ended 30 June 2014 (Unaudited)
(Loss) Profit for the period   (9,430) 27,346 (45,447) 37,670
Other comprehensive income          
Currency translation differences     489 1,413 (3,886) 2,344
Total comprehensive income for the period   (8,941) 28,759 (49,333) 40,014
Attributable to:          
Owners of the parent   (7,079) 23,169 (44,110) 30,802
Non-controlling interest   (1,862) 5,590 (5,223) 9,212

 

 

3 

GEOPARK LIMITED

30 JUNE 2015

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

Amounts in US$  ´000 Note At 30 June 2015
(Unaudited)
Year ended
31 December 2014
ASSETS      
NON CURRENT ASSETS      
Property, plant and equipment 9 750,505 790,767
Prepaid taxes   1,691 1,253
Other financial assets   13,418 12,979
Deferred income tax   38,214 33,195
Prepayments and other receivables   274 349
TOTAL NON CURRENT ASSETS   804,102 838,543
CURRENT ASSETS      
Inventories   5,355 8,532
Trade receivables   19,422 36,917
Prepayments and other receivables   13,960 13,993
Prepaid taxes   18,547 13,459
Cash at bank and in hand   105,299 127,672
TOTAL CURRENT ASSETS   162,583 200,573
       
TOTAL ASSETS   966,685 1,039,116
EQUITY      
Equity attributable to owners of the Company      
Share capital 10 58 58
Share premium   209,869 210,886
Reserves   120,131 124,017
Retained accumulated earnings   3,177 40,596
Attributable to owners of the Company   333,235 375,557
Non-controlling interest   98,346 103,569
TOTAL EQUITY   431,581 479,126
LIABILITIES      
NON CURRENT LIABILITIES      
Borrowings 11 348,192 342,440
Provisions for other long-term liabilities 12 45,851 46,910
Deferred income tax   33,441 30,065
Trade and other payables 13 19,556 16,583
TOTAL NON CURRENT LIABILITIES   447,040 435,998
CURRENT LIABILITIES      
Borrowings 11 22,187 27,153
Current income tax   421 7,935
Trade and other payables 13 65,456 88,904
TOTAL CURRENT LIABILITIES   88,064 123,992
TOTAL LIABILITIES   535,104 559,990
       
TOTAL EQUITY AND LIABILITIES   966,685 1,039,116

 

4 

GEOPARK LIMITED

30 JUNE 2015

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

  Attributable to owners of the Company    
Amount in US$ '000 Share Capital Share Premium Other Reserve Translation Reserve Retained earnings (accumulated losses)

Non - controlling 

Interest

Total
Equity at 1 January 2014 44 120,426 127,527 (1,062) 23,906 95,116 365,957
Profit for the first half of the year - - - - 28,458 9,212 37,670
Currency translation differences - - - 2,344 - - 2,344
Total comprehensive income for the period ended 30 June 2014 - - - 2,344 28,458 9,212 40,014
Proceeds from issuance of shares 14 90,848 - - - - 90,862
Share-based payment - - - - 4,837 - 4,837
  14 90,848 - - 4,837 - 95,699
Balance at 30 June 2014 (Unaudited) 58 211,274 127,527 1,282 57,201 104,328 501,670
               
Balance at 31 December 2014 58 210,886 127,527 (3,510) 40,596 103,569 479,126
Loss for the first half of the year - - - - (40,224) (5,223) (45,447)
Currency translation differences - - - (3,886) - - (3,886)
Total comprehensive income for the period ended 30 June 2015 - - - (3,886) (40,224) (5,223) (49,333)
Repurchase of shares - (1,327) - - - - (1,327)
Share-based payment - 310 - - 2,805 - 3,115
  - (1,017) - - 2,805 - 1,788
Balance at 30 June 2015 (Unaudited) 58 209,869 127,527 (7,396) 3,177 98,346 431,581

 

5 

GEOPARK LIMITED

30 JUNE 2015

 

CONSOLIDATED STATEMENT OF CASH FLOW

 

Amounts in US$ ’000 Six-months
period ended
30 June 2015
(Unaudited)
Six-months
period ended
30 June 2014
(Unaudited)
Cash flows from operating activities    
(Loss) Profit for the period (45,447) 37,670
Adjustments for:    
Income tax (benefit) expense (4,137) 16,832
Depreciation 49,851 45,678
Loss on disposal of property, plant and equipment - 68
Write-off of unsuccessful efforts - 8,637
Amortisation of other long-term liabilities (228) (291)
Accrual of borrowing’s interests 13,037 12,841
Unwinding of long-term liabilities 1,447 706
Accrual of share-based payment 3,116 5,597
Income tax paid (7,625) (1,306)
Foreign exchange loss (income) 16,018 (1,391)
Change in working capital (17,360) (20,060)
Cash flows from operating activities – net 8,672 104,981
Cash flows from investing activities    
Purchase of property, plant and equipment (15,974) (118,161)
Acquisitions of companies, net of cash acquired - (114,967)
Collections related to financial leases - 3,391
Cash flows used in investing activities – net (15,974) (229,737)
Cash flows from financing activities    
Proceeds from issuance of shares - 90,862
Proceeds from borrowings - 67,155
Proceeds from loans received from related parties 2,400 -
Principal paid (51) (18,550)
Repurchase of shares (1,327) -
Interest paid (12,987) (11,311)
Cash flows (used in) / from financing activities - net   (11,965) 128,156
Net (decrease) / increase in cash and cash equivalents (19,267) 3,400
Cash and cash equivalents at 1 January 127,672 121,135
Currency translation differences (3,106) 753
Cash and cash equivalents at the end of the period 105,299 125,288
Ending Cash and cash equivalents are specified as follows:    
Cash in banks 105,285 125,276
Cash in hand 14 21
Bank overdrafts - (9)
Cash and cash equivalents 105,299 125,288

 

6 

GEOPARK LIMITED

30 JUNE 2015

 

SELECTED EXPLANATORY NOTES

 

Note 1

 

General information

 

GeoPark Limited (the Company) is a company incorporated under the law of Bermuda. The Registered Office address is Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda.

 

The principal activity of the Company and its subsidiaries (“the Group”) are exploration, development and production for oil and gas reserves in Chile, Colombia, Brazil, Peru and Argentina. The Group has working interests and/or economic interests in 32 hydrocarbon blocks.

 

This consolidated interim financial report was authorised for issue by the Board of Directors on 11 August 2015.

 

Basis of Preparation

 

The 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 2013 and 2014, which have been prepared in accordance with IFRS.

 

The consolidated interim financial report has been prepared in accordance with the accounting policies applied in the most recent annual financial statements. For further information please refer to GeoPark Limited's consolidated financial statements for the year ended 31 December 2014.

 

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 Company are not subject to significant seasonal changes.

 

The Management of the Company has changed the presentation of the Consolidated Statement of Income re-ordering the profit and loss line items and showing the depreciation and write off of unsuccessful efforts lines separately for a better explanation of the elements of performance.

 

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 2014.

 

7 

GEOPARK LIMITED

30 JUNE 2015

 

Note 1 (Continued)

 

Financial risk management

 

The Company’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 interim condensed consolidated 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 Company’s annual financial statements as at 31 December 2014.

 

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 Group structure as of 30 June 2015 (*):

 

 

 

(*) LG International is not a subsidiary, it is Non-controlling interest.

 

8 

GEOPARK LIMITED

30 JUNE 2015

 

Note 1 (Continued)

 

Subsidiary undertakings (Continued)

 

Details of the subsidiaries and joint operations of the Company are set out below:

 

  Name and registered office Ownership interest
Subsidiaries GeoPark Argentina Limited – Bermuda 100%
  GeoPark Argentina Limited – Argentinean Branch 100% (a)
  GeoPark Latin America Limited 100%
  GeoPark Latin America Limited – Agencia en Chile 100% (a)
  GeoPark S.A. (Chile) 100% (a) (b)
  GeoPark Brazil Exploração y Produção de Petróleo e Gás Ltda. (Brazil) 100% (a) (f)
  GeoPark Chile S.A. (Chile) 80% (a) (c)
  GeoPark Fell S.p.A. (Chile) 80% (a) (c)
  GeoPark Magallanes Limitada (Chile) 80% (a) (c)
  GeoPark TdF S.A. (Chile) 68.8% (a) (d)
  GeoPark Colombia S.A. (Chile) 100% (a)
  GeoPark Colombia SAS (Colombia) 100% (a)
  GeoPark Brazil S.p.A. (Chile) 100% (a) (b)
  GeoPark Latin America Coöperatie U.A. (The Netherlands) 100%
  GeoPark Colombia Coöperatie U.A. (The Netherlands) 100% (a) (c)
  GeoPark S.A.C. (Perú) 100% (a)
  GeoPark Perú S.A.C. (Perú) 100% (a)
  GeoPark Operadora del Perú S.A.C. (Perú) 100% (a)
  GeoPark Perú Coöperatie U.A. (The Netherlands) 100%
  GeoPark Brazil Coöperatie U.A. (The Netherlands) 100%
Joint operations Tranquilo Block (Chile) 50% (e)
  Flamenco Block (Chile) 50% (e)
  Campanario Block (Chile) 50% (e)
  Isla Norte Block (Chile) 60% (e)
  Llanos 17 Block (Colombia) 36.84%
  Yamu/Carupana Block (Colombia) 79.5%/90% (e)
  Llanos 34 Block (Colombia) 45% (e)
  Llanos 32 Block (Colombia) 10%
  CPO-4 Block (Colombia) 50% (e)
  Puelen (Argentina) 18%
  Sierra del Nevado (Argentina) 18%
  Manati Field (Brazil) 10%

 

(a)Indirectly owned.

 

(b)Dormant companies.

 

(c)LG International has 20% interest.

 

(d)LG International has 20% interest through GeoPark Chile S.A. and a 14% direct interest, totaling 31.2%.

 

(e)GeoPark is the operator in all blocks.

 

(f)On 17 December 2014, the ANP approved the transfer of cession of rights of the Block from Rio das Contas to GeoPark Brazil. On 31 January 2015, both companies, Rio das Contas and GeoPark Brazil were merged into GeoPark Brazil (see Note 34.c to the audited Consolidated Financial Statements as of 31 December 2014).

 

9 

GEOPARK LIMITED

30 JUNE 2015

 

Note 2

 

Net Revenue

 

Amounts in US$ '000 Three-months
period ended
30 June 2015
Three-months
period ended
30 June 2014
Six-months
period ended
30 June 2015
Six-months
period ended
30 June 2014
         
Sale of crude oil 50,207 112,022 91,000 187,256
Sale of gas 11,832 19,427 25,470 28,924
  62,039 131,449 116,470 216,180

 

Note 3

 

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, Legal and 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. As from 2015, the committee has changed the disclosure of certain elements of performance to be more comparable with other companies in the market and also to better follow up the performance of the business. This change impacts the segment information because gross profit or loss is no longer shown but no impact is generated in the measure of segment profit and loss.

 

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 before net finance cost, income tax, depreciation, amortization, certain non-cash items such as impairments and write-offs of unsuccessful efforts, accrual of share-based payment 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, except as noted below, to the Executive Committee is measured in a manner consistent with that in the financial statements.

 

10 

GEOPARK LIMITED

30 JUNE 2015

 

Note 3 (Continued)

 

Segment Information (Continued)

 

Six-months period ended 30 June 2015

 

Amounts in US$ '000 Total Argentina Chile Brazil Peru Colombia Corporate
Net Revenue 116,470 597 25,670 18,301 - 71,902 -
        Sale of crude oil 91,000 597 17,967 534 - 71,902 -
        Sale of gas 25,470 - 7,703 17,767 - - -
Production and operating costs (46,367) (1,571) (17,095) (3,554) - (24,147) -
        Royalties (6,104) (34) (1,157) (1,654) - (3,259) -
        Transportation costs (2,626) - (1,393) - - (1,233) -
        Share-based payment (152) (94) - - - (58) -
        Other costs (37,485) (1,443) (14,545) (1,900) - (19,597) -
Depreciation (49,851) (100) (19,845) (6,955) (65) (22,886) -
Operating (Loss) / Profit (16,441) (3,232) (26,972) 5,746 (2,256) 15,121 (4,848)
Adjusted  EBITDA 44,959 (2,044) (1,069) 12,808 (2,219) 39,942 (2,459)

 

 

Six-months period ended 30 June 2014

 

Amounts in US$ '000 Total Argentina Chile Brazil Peru Colombia Corporate
Net Revenue 216,180 853 86,368 12,287 - 116,672 -
        Sale of crude oil 187,256 851 69,120 613 - 116,672 -
        Sale of gas 28,924 2 17,248 11,674 - - -
Production and operating costs (57,413) (92) (20,347) (3,185) - (33,789) -
        Royalties (11,997) (103) (3,969) (992) - (6,933) -
        Transportation costs (7,075) (87) (3,559) - - (3,429) -
        Share-based payment (1,494) (239) (896) - - (359) -
        Other costs (36,847) 337 (11,923) (2,193) - (23,068) -
Depreciation (45,678) (124) (18,779) (4,009) - (22,716) (50)
Operating Profit / (Loss) 65,631 (3,181) 27,283 3,015 - 42,380 (3,866)
Adjusted  EBITDA 124,780 (1,223) 53,218 7,066 - 67,520 (1,801)
Total Assets Total Argentina Chile Brazil Peru Colombia Corporate
30 June 2015 966,685 3,831 530,858 125,902 3,172 251,386 51,536
31 December 2014 1,039,116 3,839 541,481 151,770 4,813 263,070 74,143

 

11 

GEOPARK LIMITED

30 JUNE 2015

 

Note 3 (Continued)

 

Segment Information (Continued)

 

A reconciliation of total Operating netback to total profit before income tax is provided as follows:

 

Three-months
period ended
30 June 2015
Three-months
period ended
30 June 2014

Six-months
period ended
30 June 2015

Six-months
period ended
30 June 2014
Operating netback 38,519 90,071 66,662 149,334
Geological and geophysical expenses (3,560) (3,895) (6,089) (5,916)
Administrative expenses (6,841) (9,775) (15,614) (18,638)
Adjusted EBITDA for reportable segments 28,118 76,401 44,959 124,780
Depreciation (a) (24,380) (27,570) (49,851) (45,678)
Share-based payment (1,915) (2,636) (3,116) (5,597)
Impairment and write-off of unsuccessful efforts - (4,550) - (8,637)
Others (b) (1,361) 569 (8,433) 763
Operating profit (loss) 462 42,214 (16,441) 65,631
Financial costs (8,095) (6,221) (17,125) (12,520)
Foreign exchange loss (income) 3,728 2,674 (16,018) 1,391
(Loss) profit before tax (3,905) 38,667 (49,584) 54,502

 

(a)Net of capitalised costs for oil stock included in Inventories. Depreciation includes US$ 1,849,000 (US$ 1,091,000 in 2014) generated by assets not related to production activities. For the three months period ended 30 June 2015 the amount included in depreciation is US$ 933,000 (US$ 572,000 in 2014).

 

(b)In 2015 includes termination costs (see Note 14). Also includes internally capitalised costs.

 

Note 4

 

Production and operating costs

 

Amounts in US$ '000 Three-months
period ended
30 June 2015
Three-months
period ended
30 June 2014

Six-months
period ended
30 June 2015

Six-months
period ended
30 June 2014
Well and facilities maintenance 6,184 5,777 11,142 10,243
Staff costs 4,705 2,792 10,310 5,372
Royalties 3,866 7,061 6,104 11,997
Consumables 1,810 4,803 4,301 9,220
Transportation costs 1,144 3,491 2,626 7,075
Equipment rental 677 2,194 1,717 4,074
Field camp 565 1,533 1,535 2,856
Gas plant costs 381 804 885 1,639
Non operated blocks costs 99 1,587 969 2,834
Share-based payment 151 976 152 1,494
Other costs 2,017 4,128 4,210 6,134
Crude oil stock variation 873 2,181 2,416 (5,525)
  22,472 37,327 46,367 57,413

 

12 

GEOPARK LIMITED

30 JUNE 2015

 

Note 5

 

Geological and geophysical expense

 

Amounts in US$ '000 Three-months
period ended
30 June 2015
Three-months
period ended
30 June 2014
Six-months
period ended
30 June 2015
Six-months
period ended
30 June 2014
Staff costs 2,715 2,651 4,734 4,851
Share-based payment 228 172 360 870
Other services 738 634 1,355 1,065
Allocation to capitalised project (50) (570) (157) (1,180)
  3,631 2,887 6,292 5,606

Note 6

 

Administrative expense

 

Amounts in US$ '000 Three-months
period ended
30 June 2015
Three-months
period ended
30 June 2014
Six-months
period ended
30 June 2015
Six-months
period ended
30 June 2014
Staff costs 4,623 3,765 9,982 7,577
Share-based payment 1,536 1,488 2,604 3,233
Consultant fees 829 1,528 1,742 2,791
Office expenses 538 1,037 1,439 1,806
New projects 59 880 206 1,311
Travel expenses 367 463 529 967
Director fees and allowance 260 326 533 612
Other administrative expenses 165 1,776 1,183 3,575
  8,377 11,263 18,218 21,872

 

13 

GEOPARK LIMITED

30 JUNE 2015

 

Note 7

 

Selling expenses

 

Amounts in US$ '000
Three-months
period ended
30 June 2015

Three-months
period ended
30 June 2014

Six-months
period ended
30 June 2015


Six-months
period ended 
30 June 2014

Transportation 898 5,888 3,109 11,901
Selling taxes and other 215 111 311 416
  1,113 5,999 3,420 12,317

Note 8

 

Financial costs

 

Amounts in US$ '000  Three-months
period ended
30 June 2015
Three-months
period ended
30 June 2014
Six-months
period ended
30 June 2015
Six-months
period ended
30 June 2014
Financial expenses        
Bank charges and other financial costs 656 708 1,663 1,015
Unwinding of long-term liabilities 733 651 1,447 706
Interest and amortisation of debt issue costs 7,370 7,544 15,119 14,380
Less: amounts capitalised on qualifying assets (56) (835) (159) (1,217)
Financial income        
Interest received (608) (1,846) (945) (2,364)
  8,095 6,222 17,125 12,520

 

14 

GEOPARK LIMITED

30 JUNE 2015

 

Note 9

 

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 2014 493,260 5,731 98,837 7,018 40,429 147,759 793,034
Additions 1,592 1,460 - - 53,365 71,517 127,934
Acquisition of subsidiaries 115,345 270 - - - - 115,615
Currency translation differences 3,168 - - - - - 3,168
Disposals - (319) - - - - (319)
Write-off / Impairment loss (1) - - - - - (8,637) (8,637)
Transfers 91,219 - 7,568 95 (48,798) (50,084) -
Cost At 30 June 2014 704,584 7,142 106,405 7,113 44,996 160,555 1,030,795
               
Cost at 1 January 2015 749,947 12,057 111,646 9,527 59,425 140,444 1,083,046
Additions (709) (2) 476 - 28 15,376 5,632 20,803
Currency translation differences (12,580) (29) - 198 (1,170) (484) (14,065)
Transfers 17,701 374 7,320 571 (20,358) (5,608) -
Cost At 30 June 2015 754,359 12,878 118,966 10,324 53,273 139,984 1,089,784
               
Depreciation and write-down at 1 January 2014 (157,390) (2,800) (35,677) (1,721) - - (197,588)
Depreciation (41,356) (702) (5,623) (389) - - (48,070)
Disposals - 251 - - - - 251
Depreciation and write-down At 30 June 2014 (198,746) (3,251) (41,300) (2,110) - - (245,407)
               
Depreciation and write-down at 1 January 2015 (240,439) (4,449) (45,147) (2,244) - - (292,279)
Depreciation (40,115) (1,398) (6,606) (451) - - (48,570)
Currency translation differences 1,805 (111) - (124) - - 1,570
Depreciation and write-down at 30 June 2015 (278,749) (5,958) (51,753) (2,819) - - (339,279)
               
Carrying amount at 30 June 2014 505,838 3,891 65,105 5,003 44,996 160,555 785,388
Carrying amount at 30 June 2015 475,610 6,920 67,213 7,505 53,273 139,984 750,505

 

(1)Corresponds to write-off of Exploration and evaluation assets in Chile for US$ 6,865,000 and US$ 1,772,000 in Colombia .

 

(2)Corresponds to the effect of restimation of assets retirement obligations in Colombia.

 

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Note 10

 

Share capital

 

Issued share capital Six-months
period ended
30 June 2015
Year ended
31 December 2014
Common stock (US$ ´000) 58 58
The share capital is distributed as follows:    
Common shares, of nominal US$ 0.001 57,549,888 57,790,533
Total common shares in issue 57,549,888 57,790,533
     
Authorised 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. As of 30 June 2015 there are 57,549,888 common shares outstanding. All of the Company issued and outstanding common shares are fully paid and nonassessable. The Company also has an employee incentive program, pursuant to which it has granted share awards to its senior management and certain key employees (see Notes 25 and 29 to the audited Consolidated Financial Statements as of 31 December 2014).

 

Note 11

 

Borrowings

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

30 June 2015

Year ended

31 December 2014

Notes GeoPark Latin America Agencia en Chile (a) 299,773 300,963
Banco Itaú (b) 70,570 68,540
Banco de Crédito e Inversiones (c) 36 90
  370,379 369,593

 

Classified as follows:

 

Current   22,187 27,153
Non-Current   348,192 342,440

 

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Note 11 (Continued)

 

Borrowings (Continued)

 

(a) During February 2013, the Company successfully placed US$ 300 million notes which were offered under Rule 144A and Regulation S exemptions of the United States Securities laws.

 

The Notes, issued by the Company's wholly-owned subsidiary GeoPark Latin America Limited Agencia en Chile ("the Issuer"), were priced at 99.332% and carry a coupon of 7.50% per annum (yield 7.625% per annum). Final maturity of the notes will be 11 February 2020. The Notes are guaranteed by GeoPark Limited and GeoPark Latin America Cooperatie U.A. and are secured with a pledge of all of the equity interests of the Issuer in GeoPark Chile S.A. and GeoPark Colombia S.A. and a pledge of certain intercompany loans.  Notes were rated single B by both Standard & Poor's and Fitch Ratings. The debt issuance cost for this transaction amounted to US$ 7,637,000. The indenture governing our Notes due 2020 includes incurrence test covenants that provides among other things, that, the Debt to EBITDA ratio should not exceed 2.5 times for the Company to conduct certain corporate actions such as incurring new debt and making certain restricted payments, such as paying dividends and others, (other than in each case, certain small specific exceptions). As of the date of these interim condensed consolidated financial statements, the Company’s Debt to EBITDA ratio was 2.6 times, above the incurrence test primarily due to the lower oil prices that impacted the Company’s EBITDA generation. As a result, the Company will not be able to incur additional debt or make restricted payments (other than in each case for certain small specific exceptions). As of the date of these interim condensed consolidated financial statements, the Company is in compliance of all the indenture's provisions.

 

(b) During March 2014, GeoPark executed a loan agreement with Itaú BBA International for US$ 70,450,000 to finance the acquisition of a 10% working interest in the Manatí field in Brazil. The interest rate applicable to this loan is LIBOR plus 3.9% per annum. The interest will be paid semi-annually; principal will be cancelled semi-annually with a year grace period. The debt issuance cost for this transaction amounted to US$ 3,295,000. This loan includes covenants restricting dividend payments and new indebtedness. As of the date of these interim condensed consolidated financial statements, the Company has complied with these covenants.

 

In March 2015, the Company reached an agreement to: (i) extend the principal payments that were due in 2015 (amounting to approximately US$ 15,000,000), which will be divided pro-rata during the remaining principal installments, starting in March 2016 and (ii) to increase the variable interest rate to six-month LIBOR + 4.0%.

 

(c) Facility to establish the operational base in the Fell Block. This facility was acquired through a mortgage loan granted by the Banco de Crédito e Inversiones (BCI), a Chilean private bank. The loan was granted in Chilean pesos and is repayable over a period of 8 years. The interest rate applicable to this loan is 6.6%.

 

As of the date of this interim condensed consolidated report, the Group has been granted with credit lines for over US$ 57,000,000.

 

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Note 12

 

Provision for other long-term liabilities

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At
30 June 2015

Year ended
31 December 2014

Assets retirement obligation and other environmental liabilities 32,621 33,286
Deferred income 5,506 5,736
Other 7,724 7,888
  45,851 46,910

 

Note 13

 

Trade and other payables

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

30 June 2015

Year ended
31 December 2014

Trade payables 33,058 64,457
Payables to related parties (1) 20,315 16,591
Taxes and other debts to be paid 13,046 10,031
Staff costs to be paid 6,128 7,226
V.A.T. 5,261 3,449
To be paid to co-venturers 6,059 1,335
Royalties to be paid 1,145 2,398
  85,012 105,487

 

Classified as follows:

 

Current   65,456 88,904
Non-Current   19,556 16,583

 

(1)Corresponds to related parties loans granted by LGI. The maturity of these loans is July 2020 and the applicable interest rate is 8% per annum.

 

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Note 14

 

Oil industry situation and the impact on GeoPark’s operations

 

As a consequence of oil price crisis which started in the second half of 2014 (WTI and Brent, the main international oil price markers, fell more than 40% between September 2014 and February 2015), the Company has undertaken a decisive cost cutting program to ensure its ability to both maximize the work program and preserve its liquidity. The main decisions within the mentioned program for 2015 include:

 

-Reduction of its capital investment taking advantage of the discretionary work programme.

 

-Deferment of capital projects by regulatory authority and partner agreement.

 

-Renegotiation and reduction of oil and gas service contracts, including drilling and civil work contractors, as well as transportation trucking and pipeline costs.

 

-Operating cost improved efficiencies and temporary suspension of certain marginal producing oil and gas fields. Further cost reductions are expected to result from a general depreciation of Latin American currencies (Colombian peso, Brazilian real, Chilean peso, Argentine peso and Peruvian sol), in connection with operating and structure costs established in local currencies and also related to a voluntary salary reduction by GeoPark’s senior management team and Board of Directors.

 

During February 2015, the Company reduced its workforce significantly. This reduction streamlined certain internal functions and departments for creating a more efficient workforce in the current economic environment. As a result, the Company expects cost savings associated with the reduction of full-time and temporary employees, excluding one-time termination costs.

 

In addition, actions taken by the Company to maximize ongoing work projects and to reduce expenses, including renegotiations and reduction of oil and gas service contracts and other initiatives included in the cost cutting program adopted may expose the Company to claims and contingencies from interested parties that may have a negative impact on its business, financial condition, results of operations and cash flows. As of the date of this interim condensed consolidated report, according to internal estimates, the Company has recognized approximately US$ 3,300,000 for future contingent payments in connection with claims of third parties. The mentioned costs are allocated under the other (expenses) income line, included in the Consolidated Statement of Income.

 

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GEOPARK LIMITED

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Note 15

 

Subsequent events

 

Potential acquisition of an interest in the CN-V Block in the Neuquen basin in Argentina

 

On 22 July 2015, the Company signed a farm-in agreement with Wintershall for the CN-V Block in Argentina. Subject to regulatory approval, GeoPark will operate during the exploratory phase and receive a 50% working interest (WI) in the CN-V Block in exchange for its commitment to drill two exploratory wells, for a total financial commitment of up to US$ 10.0 million which includes a recognition of  US$ 5.0 million of sunk costs .The first well is targeted for the second half of 2016 and costs in excess of GeoPark’s financial commitment will be shared in a pro-rata basis. The CN-V Block covers an area of approximately 234,000 acres (947 sq km) with 3D seismic coverage of approximately 180 sq km, adjacent to Loma Alta Sur Field.

 

 

 

 

 

20