6-K 1 dp70257_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 November 2016

______________

 

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 nine-months period ended 30 September 2015 and 2016

 

 

 

 

 

 

 

 

 

 

GEOPARK LIMITED

 

 

 

 

Interim condensed consolidated

 

financial statements

 

AND explanatory notes

 

  

For the nine-months period ended 30 September 2015 and 2016

 

 

 

 

 

 

 

 

 

 

 

 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

CONTENTS

 

Page  
   
3 Consolidated Statement of Income and Consolidated 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 SEPTEMBER 2016

CONSOLIDATED STATEMENT OF INCOME

  

           
Amounts in US$  ´000 Note Three-months period ended 30 September 2016 (Unaudited) Three-months period ended 30 September 2015 (Unaudited) Nine-months period ended 30 September 2016 (Unaudited) Nine-months period ended 30 September 2015  (Unaudited)
NET REVENUE 2 49,858 47,820 132,347 164,290
Production and operating costs 4 (19,607) (18,217) (46,409) (64,584)
Geological and geophysical expenses 5 (2,340) (3,284) (7,626) (9,576)
Administrative expenses 6 (8,492) (9,088) (24,214) (27,306)
Selling expenses 7 (451) (394) (3,617) (3,814)
Depreciation   (20,785) (24,492) (58,921) (74,343)
Write-off of unsuccessful efforts 9 (13,268) (3,704) (13,715) (3,704)
Other income (expenses)   974 (3,880) (402) (12,643)
OPERATING LOSS   (14,111) (15,239) (22,557) (31,680)
Financial costs 8 (8,641) (8,968) (25,242) (26,093)
Foreign exchange (loss) income   (1,765) (28,411) 15,250 (44,429)
LOSS BEFORE TAX   (24,517) (52,618) (32,549) (102,202)
Income tax benefit (expense)   3,532 14,964 (2,106) 19,101
LOSS FOR THE PERIOD   (20,985) (37,654) (34,655) (83,101)
Attributable to:          
Owners of the Company   (18,109) (36,178) (28,699) (76,402)
Non-controlling interest   (2,876) (1,476) (5,956) (6,699)

Losses per share (in US$) for loss attributable to owners of the Company.

Basic

  (0.30) (0.63) (0.48) (1.33)

Losses per share (in US$) for loss attributable to owners of the Company.

Diluted

  (0.30) (0.63) (0.48) (1.33)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Amounts in US$  ´000   Three-months period ended 30 September 2016 (Unaudited) Three-months period ended 30 September 2015 (Unaudited) Nine-months period ended 30 September 2016 (Unaudited) Nine-months period ended 30 September 2015 (Unaudited)
Loss for the period   (20,985) (37,654) (34,655) (83,101)
Other comprehensive income          
Currency translation differences     458 2,693 6,078 (1,193)
Total comprehensive loss for the period   (20,527) (34,961) (28,577) (84,294)
Attributable to:          
Owners of the Company   (17,651) (33,485) (22,621) (77,595)
Non-controlling interest   (2,876) (1,476) (5,956) (6,699)

 

 

3 

GEOPARK LIMITED
30 SEPTEMBER 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

Amounts in US$  ´000 Note At 30 September
 2016 (Unaudited)
Year ended 31 December 2015
ASSETS      
NON CURRENT ASSETS      
Property, plant and equipment 9 487,464 522,611
Prepaid taxes   3,137 1,172
Other financial assets   19,264 13,306
Deferred income tax   25,394 34,646
Prepayments and other receivables   249 220
TOTAL NON CURRENT ASSETS   535,508 571,955
CURRENT ASSETS      
Inventories   3,560 4,264
Trade receivables   11,910 13,480
Prepayments and other receivables   9,115 11,057
Prepaid taxes   18,863 19,195
Other financial assets   1,766 1,118
Cash at bank and in hand   63,572 82,730
TOTAL CURRENT ASSETS   108,786 131,844
       
TOTAL ASSETS   644,294 703,799
EQUITY      
Equity attributable to owners of the Company      
Share capital 10 60 59
Share premium   232,359 232,005
Reserves   129,094 123,016
Accumulated losses   (237,253) (208,428)
Attributable to owners of the Company   124,260 146,652
Non-controlling interest   41,306 53,515
TOTAL EQUITY   165,566 200,167
LIABILITIES      
NON CURRENT LIABILITIES      
Borrowings 11 320,377 343,248
Provisions for other long-term liabilities 12 43,645 42,450
Deferred income tax   3,592 16,955
Trade and other payables 13 37,266 19,556
TOTAL NON CURRENT LIABILITIES   404,880 422,209
CURRENT LIABILITIES      
Borrowings 11 32,542 35,425
Current income tax   - 208
Trade and other payables 13 41,306 45,790
TOTAL CURRENT LIABILITIES   73,848 81,423
TOTAL LIABILITIES   478,728 503,632
       
TOTAL EQUITY AND LIABILITIES   644,294 703,799

 

 

4 

GEOPARK LIMITED
30 SEPTEMBER 2016

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 2015 58 210,886 127,527 (3,510) 40,596 103,569 479,126
Loss for the nine-months period - - - - (76,402) (6,699) (83,101)
Currency translation differences - - - (1,193) - - (1,193)
Total comprehensive loss for the period ended 30 September  2015 - - - (1,193) (76,402) (6,699) (84,294)
Repurchase of shares - (1,615) - - - - (1,615)
Share-based payment - 396 - - 4,059 84 4,539
  - (1,219) - - 4,059 84 2,924
Balance at 30 September 2015 (Unaudited) 58 209,667 127,527 (4,703) (31,747) 96,954 397,756
               
Balance at 31 December 2015 59 232,005 127,527 (4,511) (208,428) 53,515 200,167
Loss for the nine-months period - - - - (28,699) (5,956) (34,655)
Currency translation differences - - - 6,078 - - 6,078
Total comprehensive loss for the period ended 30 September 2016 - - - 6,078 (28,699) (5,956) (28,577)
Repurchase of shares - (1,485) - - - - (1,485)
Share-based payment 1 1,839 - - (126) 153 1,867
Dividends distribution to Non-controlling interest - - - - - (6,406) (6,406)
  1 354 - - (126) (6,253) (6,024)
Balance at 30 September 2016 (Unaudited) 60 232,359 127,527 1,567 (237,253) 41,306 165,566

 

 

5 

GEOPARK LIMITED
30 SEPTEMBER 2016

CONSOLIDATED STATEMENT OF CASH FLOW

 

Amounts in US$ ’000 Nine-months period ended 30 September 2016 (Unaudited) Nine-months period ended 30 September 2015  (Unaudited)
Cash flows from operating activities    
Loss for the period (34,655) (83,101)
Adjustments for:    
Income tax expense (benefit) 2,106 (19,101)
Depreciation 58,921 74,343
Loss on disposal of property, plant and equipment - 314
Write-off of unsuccessful efforts 13,715 3,704
Amortisation of other long-term liabilities (2,414) (468)
Accrual of borrowing’s interests 22,198 19,812
Unwinding of long-term liabilities 1,618 2,141
Accrual of share-based payment 1,867 4,539
Foreign exchange (income) loss (15,250) 44,429
Customer advance payments 20,000 -
Income tax paid - (7,625)
Change in working capital (13,255) (6,106)
Cash flows from operating activities – net 54,851 32,881
Cash flows from investing activities    
Purchase of property, plant and equipment (24,198) (42,280)
Cash flows used in investing activities – net (24,198) (42,280)
Cash flows from financing activities    
Proceeds from borrowings 187 -
Proceeds from loans received from related parties 5,210 2,400
Principal paid (21,441) (79)
Repurchase of shares (1,485) (1,615)
Interest paid (25,508) (25,809)
Dividends distribution to Non-controlling interest (6,406) -
Cash flows used in financing activities - net   (49,443) (25,103)
Net decrease in cash and cash equivalents (18,790) (34,502)
Cash and cash equivalents at 1 January 82,730 127,672
Currency translation differences (368) (2,790)
Cash and cash equivalents at the end of the period 63,572 90,380
Ending Cash and cash equivalents are specified as follows:    
Cash in banks 63,556 90,369
Cash in hand 16 11
Cash and cash equivalents 63,572 90,380

 

 

6 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

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”) is the exploration, development and production for oil and gas reserves in Chile, Colombia, Brazil, Peru and Argentina.

 

This consolidated interim financial report was authorised for issue by the Board of Directors on 10 November 2016.

 

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 2014 and 2015, 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 2015.

 

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.

 

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 2015.

 

7 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

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 2015.

 

As mentioned in the Company’s annual financial statements as at 31 December 2015, the Company could consider adopting commodity price hedging measures, when deemed appropriate, according to the size of the business, production levels and market implied volatility. The risk exposure varies according to the volatile crude oil price and thus reviewed by the Company and during October 2016 it was considered appropriate to manage part of the exposure through the use of derivatives. The Company considers these derivative contracts to be an effective manner of properly managing commodity price risk. The Company has also obtained credit lines from related counterparties associated to these contracts which are available to minimize the Company’s cash exposure, in case necessary.

 

Prior to 30 September 2016, the Company signed onto the following Brent referenced crude oil risk management contracts:

 

Period Hedged Reference Type Volume bbl/d Price US$/bbl
         
1 November 2016 – 30 June 2017 OIL-BRENT-IPE Zero Cost Collar 4,000 50.0 – 57.0
1 November 2016 – 30 June 2017 OIL-BRENT-IPE Zero Cost Collar 2,000 50.0 – 57.1

 

Subsidiary undertakings

 

The following chart illustrates the Group structure as of 30 September 2016 (a):

 

 

 

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

 

There have been no changes in the Group structure since December 2015.

 

8 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

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)
  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)     80% (a) (c)
  GeoPark Latin America Coöperatie U.A. (The Netherlands)     100%
  GeoPark Colombia Coöperatie U.A. (The Netherlands)     80% (a) (c)
  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 Coöperatie U.A. (The Netherlands)     100%
  GeoPark Brazil Coöperatie U.A. (The Netherlands)     100%
  GeoPark Colombia E&P S.A.(Panama)     100% (b)
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)     89.5%/100% (e)
  Llanos 34 Block (Colombia)     45% (e)
  Llanos 32 Block (Colombia)     10%
  CPO-4 Block (Colombia)     50% (e)
  Puelen Block (Argentina)     18%
  Sierra del Nevado Block (Argentina)     18%
  CN-V Block (Argentina)      50% (e)
  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.

 

9 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 2

 

Net Revenue

 

Amounts in US$ '000 Three-months period ended 30 September 2016 Three-months period ended 30 September 2015 Nine-months period ended 30 September 2016 Nine-months period ended 30 September 2015
         
Sale of crude oil 38,381 38,568 95,854 129,568
Sale of gas 11,477 9,252 36,493 34,722
  49,858 47,820 132,347 164,290

 

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, 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. Since 1 January 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 to the Executive Committee is measured in a manner consistent with that in the financial statements, except as noted below.

 

 

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GEOPARK LIMITED
30 SEPTEMBER 2016

Note 3 (Continued)

 

Segment Information (Continued)

 

Nine-months period ended 30 September 2016

 

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Peru Corporate
Net Revenue 132,347 81,825 27,590 22,932 - - -
        Sale of crude oil 95,854 81,505 13,820 529 - - -
        Sale of gas 36,493 320 13,770 22,403 - - -
Production and operating costs (46,409) (24,141) (16,153) (6,115) - - -
        Royalties (7,606) (4,320) (1,117) (2,169) - - -
        Transportation costs (1,704) (817) (887) - - - -
        Share-based payment (305) (217) (87) (1) - - -
        Other costs (36,794) (18,787) (14,062) (3,945) - - -
Depreciation (58,921) (24,539) (24,064) (10,104) (117) (97) -
Operating (Loss) / Profit (22,557) 8,317 (20,632) 408 341 (2,239) (8,752)
Adjusted  EBITDA 51,367 40,460 4,533 14,141 1,916 (2,017) (7,666)

 

Nine-months period ended 30 September 2015

 

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Peru Corporate
Net Revenue 164,290 104,192 34,639 24,862 597 - -
        Sale of crude oil 129,568 104,192 24,035 744 597 - -
        Sale of gas 34,722 - 10,604 24,118 - - -
Production and operating costs (64,584) (35,168) (22,365) (5,595) (1,456) - -
        Royalties (10,460) (6,622) (1,559) (2,244) (35) - -
        Transportation costs (3,550) (1,693) (1,855) - (2) - -
        Share-based payment (342) (116) (83) - (143) - -
        Other costs (50,232) (26,737) (18,868) (3,351) (1,276) - -
Depreciation (74,343) (36,139) (27,877) (10,081) (149) (97) -
Operating (Loss) / Profit (31,680) 14,214 (38,490) 6,141 (4,497) (3,342) (5,706)
Adjusted  EBITDA 63,171 57,571 (1,159) 16,366 (2,609) (3,255) (3,743)

 

 

Total Assets Total Colombia Chile Brazil Argentina Peru Corporate
30 September 2016 644,294 162,078 345,750 98,578 4,602 4,867 28,419
31 December 2015 703,799 153,071 381,143 114,974 3,181 4,287 47,143

 

 

11 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 3 (Continued)

 

Segment Information (Continued)

 

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

 

Three-months period ended 30 September 2016 Three-months period ended 30 September 2015
Nine-months period ended 30 September 2016

Nine-months period ended 30 September 2015
Operating netback 29,902 29,792 82,615 96,454
Geological and geophysical expenses (2,914) (3,524) (8,352) (9,613)
Administrative expenses (7,638) (8,056) (22,896) (23,670)
Adjusted EBITDA for reportable segments 19,350 18,212 51,367 63,171
Depreciation (a) (20,785) (24,492) (58,921) (74,343)
Write-off of unsuccessful efforts (13,268) (3,704) (13,715) (3,704)
Share-based payment (1,144) (1,423) (1,867) (4,539)
Others (b) 1,736 (3,832) 579 (12,265)
Operating Loss (14,111) (15,239) (22,557) (31,680)
Financial costs (8,641) (8,968) (25,242) (26,093)
Foreign exchange (loss) income (1,765) (28,411) 15,250 (44,429)
Loss before tax (24,517) (52,618) (32,549) (102,202)

 

(a)Net of capitalised costs for oil stock included in Inventories. Depreciation includes US$ 2,756,000 (US$ 2,770,000 in 2015) generated by assets not related to production activities. For the three months period ended 30 September 2016 the amount included in depreciation is US$ 895,000 (US$ 921,000 in 2015).

(b)In 2015 includes mainly termination costs (see Note 14 to the audited Consolidated Financial Statements as of 31 December 2015).

 

The following table presents a reconciliation of Adjusted EBITDA to operating profit (loss) for the nine-month periods ended 30 September 2016 and 2015:

 

  Nine-months period ended 30 September 2016
  Colombia Chile Brazil Other (c)
Total
Adjusted EBITDA for reportable segments 40,460 4,533 14,141 (7,767) 51,367
Depreciation (24,539) (24,064) (10,104) (214) (58,921)
Write-off of unsuccessful efforts (7,394) (1,738) (4,583) - (13,715)
Share-based payment (472) (294) (45) (1,056) (1,867)
Others 262 931 999 (1,613) 579
Operating Profit / (Loss) 8,317 (20,632) 408 (10,650) (22,557)

 

 

12 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

Note 3 (Continued)

 

Segment Information (Continued)

 

  Nine-months period ended 30 September 2015
  Colombia Chile Brazil Other (c)
Total
Adjusted EBITDA for reportable segments 57,571 (1,159) 16,366 (9,607) 63,171
Depreciation (36,139) (27,877) (10,081) (246) (74,343)
Share-based payment (330) (286) (66) (3,857) (4,539)
Write-off of unsuccessful efforts (3,704) - - - (3,704)
Others (d) (1,159) (9,168) (78) (1,860) (12,265)
Operating Profit / (Loss) 16,239 (38,490) 6,141 (15,570) (31,680)

 

(c)Includes Argentina, Peru and Corporate.

(d)Includes termination costs.

 

Note 4

 

Production and operating costs

 

Amounts in US$ '000

Three-months period ended 30 September 2016

Three-months period ended 30 September 2015

Nine-months period ended

30 September 2016


Nine-months period ended 30 September 2015
Well and facilities maintenance 4,101 2,522 8,525 13,664
Staff costs 2,682 3,487 8,107 13,797
Royalties 3,279 4,356 7,606 10,460
Consumables 2,513 1,853 5,706 6,154
Transportation costs 442 924 1,704 3,550
Equipment rental 1,015 854 2,743 2,571
Field camp 467 581 1,142 2,116
Gas plant costs 1,472 361 4,721 1,246
Non operated blocks costs 325 841 839 1,810
Share-based payment 155 190 305 342
Other costs 3,262 1,895 4,809 6,105
Crude oil stock variation (106) 353 202 2,769
  19,607 18,217 46,409 64,584

 

 

13 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 5

 

Geological and geophysical expenses

 

Amounts in US$ '000 Three-months period ended 30 September 2016 Three-months period ended 30 September 2015 Nine-months period ended 30 September 2016

Nine-months

period ended

30 September 2015

Staff costs 2,749 2,858 7,084 7,592
Share-based payment 135 201 244 561
Other services 164 666 1,268 2,021
Allocation to capitalised project (708) (441) (970) (598)
  2,340 3,284 7,626 9,576

  

Note 6

 

Administrative expenses

  

Amounts in US$ '000 Three-months period ended 30 September 2016 Three-months period ended 30 September 2015 Nine-months period ended 30 September 2016 Nine-months period ended 30 September 2015
Staff costs 4,928 4,794 14,417 14,776
Share-based payment 854 1,032 1,318 3,636
Consultant fees 760 1,079 2,395 2,821
Office expenses 498 496 1,603 1,935
New projects 135 472 397 678
Travel expenses 510 444 1,142 973
Director fees and allowance 648 285 1,406 818
Other administrative expenses 159 486 1,536 1,669
  8,492 9,088 24,214 27,306

 

 

14 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 7

 

Selling expenses

 

Amounts in US$ '000
Three-months period ended 30 September 2016

Three-months period ended 30 September 2015


Nine-months

period ended 30 September 2016


Nine-months

period ended 30

September 2015

Transportation 343 266 3,218 3,375
Selling taxes and other 108 128 399 439
  451 394 3,617 3,814

 

Note 8

 

Financial costs

 

Amounts in US$ '000  Three-months period ended 30 September 2016 Three-months period ended 30 September 2015

Nine-months

period ended 30 September 2016

Nine-months

period ended 30 September 2015

Financial expenses        
Bank charges and other financial costs 789 752 2,166 2,415
Unwinding of long-term liabilities 376 694 1,618 2,141
Interest and amortisation of debt issue costs 8,027 7,942 23,226 23,061
Less: amounts capitalised on qualifying assets (47) (105) (201) (264)
Financial income        
Interest received (504) (315) (1,567) (1,260)
  8,641 8,968 25,242 26,093

 

 

15 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 9

 

Property, plant and equipment

 

Amounts in US$'000 Oil & gas properties

Furniture, equipment 

and vehicles

Production facilities and machinery

Buildings 

and improve-ments

Construction

in progress

Exploration and evaluation assets TOTAL
Cost at 1 January 2015 749,947 12,057 111,646 9,527 59,425 140,444 1,083,046
Additions      (799) (a) 658 - 28 26,295 14,138 40,320
Disposals - (13) - (84) - - (97)
Write-off of unsuccessful efforts - - - - - (3,704) (b) (3,704)
Currency translation differences (28,698) (190) - 149 (2,685) (1,580) (33,004)
Transfers 38,680 410 17,091 572 (42,389) (14,364) -
Cost at 30 September 2015 759,130 12,922 128,737 10,192 40,646 134,934 1,086,561
               
Cost at 1 January 2016 648,992 13,745 124,832 10,518 29,823 87,000 914,910
Additions (2,537) (a) 305 466 - 12,037 11,379 21,650
Write-off of unsuccessful efforts - - - - - (13,715) (c) (13,715)
Transfers 20,600 33 2,198 - (11,722) (11,109) -
Currency translation differences 15,317 128 1,622 36 73 1,344     18,520
Cost at 30 September  2016 682,372 14,211 129,118 10,554 30,211 74,899 941,365
               
Depreciation and write-down at 1 January 2015 (240,439) (4,449) (45,147) (2,244) - - (292,279)
Depreciation (59,665) (2,091) (10,485) (679) - - (72,920)
Currency translation differences 4,164 (33) - (92) - - 4,039
Disposals - 8 - 16 - - 24
Depreciation and write-down At 30 September 2015 (295,940) (6,565) (55,632) (2,999) - - (361,136)
               
Depreciation and write-down at 1 January 2016 (321,173) (7,317) (60,614) (3,195) - - (392,299)
Depreciation (47,437) (2,076) (8,445) (680) - - (58,638)
Currency translation differences (2,564) (45) (337) (18) - - (2,964)
Depreciation and write-down at 30 September 2016 (371,174) (9,438) (69,396) (3,893) - - (453,901)
               
Carrying amount at 30 September 2015 463,190 6,357 73,105 7,193 40,646 134,934 725,425
Carrying amount at 30 September 2016 311,198 4,773 59,722 6,661 30,211 74,899 487,464

 

(a) Corresponds to the effect of change in estimate of assets retirement obligations in Colombia.

 

(b) Corresponds to write-off of Exploration and evaluation assets in Colombia for US$ 3,704,000 mainly in CPO-4.

 

(c) Corresponds to write-off of seismic and other exploration costs as a result of the relinquishment of Llanos 62 Block in Colombia for US$ 7,394,000 and US$ 4,583,000 in Brazil (POT-T-620 Block, POT-T-663 Block, POT-T-664 Block, POT-T-665 Block and REC-T-85 Block). The charge also includes the write off of one well drilled in previous years in the Fell Block for which no additional work would be performed.

 

16 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

Note 10

 

Share capital

 

Issued share capital Nine-months period ended 30 September 2016 Year ended 31 December  2015
Common stock (US$ ´000) 60 59
The share capital is distributed as follows:    
Common shares, of nominal US$ 0.001 59,625,782 59,535,614
Total common shares in issue 59,625,782 59,535,614
     
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. 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 2015).

 

Note 11

 

Borrowings

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At  

30 September
2016

Year ended 31 December

2015

Notes GeoPark Latin America Agencia en Chile (a) 298,010 302,495
Banco Itaú (b) 48,882 69,142
Banco de Chile (c) 5,868 7,036
Banco de Crédito e Inversiones (d) 159 -
  352,919 378,673

 

Classified as follows:

 

Current 32,542 35,425
Non-Current 320,377 343,248

 

17 

GEOPARK LIMITED
30 SEPTEMBER 2016

 

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., GeoPark Colombia Cooperatie U.A. and GeoPark Colombia S.A. and a pledge of certain intercompany loans. 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 and the EBITDA to Interest ratio should exceed 3.5 times. As of the date of these interim condensed consolidated financial statements, the Company’s Debt to EBITDA ratio was 5.7 times and the EBITDA to Interest ratio was 2.0 times, primarily due to the lower oil prices that impacted the Company’s EBITDA generation. 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, (other than in each case, certain 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. 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%. As a result of the above, in March and September 2016 the Company paid US$ 10,000,000 respectively corresponding to principal payments under the current principal amortization schedule.

 

The facility agreement includes customary events of default, and requires the Brazilian subsidiary to comply with customary covenants, including the maintenance of a ratio of net debt to EBITDA of up to 3.5x for the first two years and up to 3.0x thereafter. The credit facility also limits the borrower’s ability to pay dividends if the ratio of net debt to EBITDA is greater than 2.5x. As of the date of these interim condensed consolidated financial statements, the Company has complied with these covenants.

 

18 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 11 (Continued)

 

Borrowings (Continued)

 

(c) During December 2015, GeoPark executed a loan agreement with Banco de Chile for US$ 7,028,000 to finance the start-up of new Ache gas field in GeoPark-operated Fell Block. The interest rate applicable to this loan is LIBOR plus 2.35% per annum. The interest and the principal will be paid on monthly basis; with a six months grace period, with final maturity on December 2017.

 

(d) During February 2016, GeoPark executed a loan agreement with Banco de Crédito e Inversiones for US$ 186,000 to finance the acquisition of vehicles for the Chilean operation. The interest rate applicable to this loan is 4.14% per annum. The interest and the principal will be paid on monthly basis, with final maturity on February 2019.

 

As of the date of this interim condensed consolidated report, the Group has available credit lines for approximately US$ 36,000,000.

 

Note 12

 

Provision for other long-term liabilities

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At  

30 September
2016

Year ended  

31 December

2015

Assets retirement obligation and other environmental liabilities 31,027 31,617
Deferred income 2,619 5,033
Other 9,999 5,800
  43,645 42,450

 

 

19 

GEOPARK LIMITED
30 SEPTEMBER 2016

Note 13

 

Trade and other payables

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At
30 September
2016

Year ended 31 December
2015

Trade payables 20,215 25,906
Payables to related parties (a) 27,402 21,045
Customer advance payments (b) 20,000 5,266
Taxes and other debts to be paid 2,105 2,931
Staff costs to be paid 6,334 6,702
V.A.T. 457 908
To be paid to co-venturers 947 113
Royalties to be paid 1,112 2,475
  78,572 65,346

Classified as follows:

 

Current 41,306 45,790
Non-Current 37,266 19,556

 

 

(a)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.

 

(b)In December 2015, the Company entered into a prepayment agreement with Trafigura under which the Company sells and deliver a portion of its Colombian crude oil production at spot prices. The agreement also provides GeoPark with prepayment of up to US$ 100,000,000 from Trafigura. Funds committed are available upon request and will be repaid by the Company on a monthly basis through future oil deliveries over the period of the contract, which is 2.8 years, including a 6-month grace period. As of the date of these Financial Statements, outstanding balances related to the prepayment agreement amount to US$ 20,000,000.

 

20 

 

 

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 FinancialOfficer

Date: November 14, 2016