6-K 1 dp76030_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 May 2017

 

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

 

 
 

 

GEOPARK LIMITED

 

TABLE OF CONTENTS

 

ITEM  
   
1. Interim Condensed Consolidated Financial Statements and Explanatory Notes for the three-month period ended 31 March 2016 and 2017

 

 
 

 

 

 

 

 

 

 

GEOPARK LIMITED

 

 

 

Interim condensed consolidated

financial statements

and explanatory notes

 

For the three-months period ended 31 March 2016 and 2017

 

 

 

 

 

 

 

 

GEOPARK LIMITED

31 MARCH 2017

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 Explanatory Notes

 

2

GEOPARK LIMITED

31 MARCH 2017

CONSOLIDATED STATEMENT OF INCOME

 

Amounts in US$  ´000 Note Three-months period ended 31 March 2017 (Unaudited) Three-months period ended 31 March 2016 (Unaudited)
REVENUE 2 66,708 36,564
Commodity risk management contracts 4 5,387 -
Production and operating costs 5 (17,552) (13,015)
Geological and geophysical expenses 6 (1,208) (2,354)
Administrative expenses 7 (8,519) (7,484)
Selling expenses 8 (448) (2,671)
Depreciation   (15,716) (21,522)
Other expenses   (521) (740)
OPERATING PROFIT  (LOSS)   28,131 (11,222)
Financial expenses 9 (9,532) (9,535)
Financial income   289 572
Foreign exchange gain   2,909 7,457
PROFIT (LOSS) BEFORE INCOME TAX   21,797 (12,728)
Income tax (expense) benefit   (15,990) 685
PROFIT (LOSS) FOR THE PERIOD   5,807 (12,043)
Attributable to:      
Owners of the Company   3,634 (9,255)
Non-controlling interest   2,173 (2,788)

Profits (Losses) per share (in US$) for profit (loss)  

attributable to owners of the Company. Basic 

  0.06 (0.15)

Profits (Losses) per share (in US$) for profit (loss)  

attributable to owners of the Company. Diluted 

  0.05 (0.15)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Amounts in US$  ´000   Three-months period ended 31 March 2017 (Unaudited) Three-months period ended 31 March 2016 (Unaudited)
Profit (Loss) for the period   5,807 (12,043)
Other comprehensive income      
Currency translation differences     532 2,415
Total comprehensive income (loss) for the period   6,339 (9,628)
Attributable to:      
Owners of the Company   4,166 (6,840)
Non-controlling interest   2,173 (2,788)

 

3

GEOPARK LIMITED

31 MARCH 2017

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

Amounts in US$  ´000 Note At 31 March
 2017 (Unaudited)
Year ended 31 December 2016
ASSETS      
NON CURRENT ASSETS      
Property, plant and equipment 10 480,363 473,646
Prepaid taxes   2,904 2,852
Other financial assets   20,871 19,547
Deferred income tax asset   19,839 23,053
Prepayments and other receivables   249 241
TOTAL NON CURRENT ASSETS   524,226 519,339
CURRENT ASSETS      
Inventories   8,200 3,515
Trade receivables   13,351 18,426
Prepayments and other receivables   7,212 7,402
Prepaid taxes   18,820 15,815
Derivative financial instrument assets   2,361 -
Other financial assets   4,739 2,480
Cash at bank and in hand   70,258 73,563
TOTAL CURRENT ASSETS   124,941 121,201
       
TOTAL ASSETS   649,167 640,540
EQUITY      
Equity attributable to owners of the Company      
Share capital 11 60 60
Share premium   236,478 236,046
Reserves   130,650 130,118
Accumulated losses   (256,291) (260,459)
Attributable to owners of the Company   110,897 105,765
Non-controlling interest   38,044 35,828
TOTAL EQUITY   148,941 141,593
LIABILITIES      
NON CURRENT LIABILITIES      
Borrowings 12 309,509 319,389
Provisions and other long-term liabilities 13 42,811 42,509
Deferred income tax liability   3,337 2,770
Trade and other payables 14 32,266 34,766
TOTAL NON CURRENT LIABILITIES   387,923 399,434
CURRENT LIABILITIES      
Borrowings 12 32,152 39,283
Derivative financial instrument liabilities   41 3,067
Current income tax liabilities   16,382 5,155
Trade and other payables 14 63,728 52,008
TOTAL CURRENT LIABILITIES   112,303 99,513
TOTAL LIABILITIES   500,226 498,947
       
TOTAL EQUITY AND LIABILITIES   649,167 640,540

 

4

GEOPARK LIMITED

31 MARCH 2017

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 2016 59 232,005 127,527 (4,511) (208,428) 53,515 200,167
Comprehensive income:              
Loss for the three – months period - - - - (9,255) (2,788) (12,043)
Currency translation differences - - - 2,415 - - 2,415
Total comprehensive loss for the period ended 31 March  2016 - - - 2,415 (9,255) (2,788) (9,628)
Transactions with owners:              
Share-based payment 1 1,562 - - (1,114) 41 490
  1 1,562 - - (1,114) 41 490
Balance at 31 March 2016 (Unaudited) 60 233,567 127,527 (2,096) (218,797) 50,768 191,029
               
Balance at 31 December 2016 60 236,046 127,527 2,591 (260,459) 35,828 141,593
Comprehensive income:              
Profit for the three – months period - - - - 3,634 2,173 5,807
Currency translation differences - - - 532 - - 532
Total comprehensive profit for the period ended 31 March 2017 - - - 532 3,634 2,173 6,339
Transactions with owners:              
Share-based payment - 432 - - 534 43 1,009
  - 432 - - 534 43 1,009
Balance at 31 March 2017 (Unaudited) 60 236,478 127,527 3,123 (256,291) 38,044 148,941

 

5

GEOPARK LIMITED

31 MARCH 2017

CONSOLIDATED STATEMENT OF CASH FLOW

 

Amounts in US$ ’000 Three-months period ended 31 March 2017 (Unaudited) Three-months period ended 31 March 2016 (Unaudited)
Cash flows from operating activities    
Profit (Loss) for the period 5,807 (12,043)
Adjustments for:    
Income tax expense (benefit) 15,990 (685)
Depreciation 15,716 21,522
Loss on disposal of property, plant and equipment 423 -
Amortisation of other long-term liabilities (125) (146)
Accrual of borrowing’s interests 6,801 6,970
Unwinding of long-term liabilities 605 845
Accrual of share-based payment 1,009 490
Foreign exchange gain (2,909) (7,457)
Unrealized gain on commodity risk management contracts (5,183) -
Income tax paid (433) -
Change in working capital 7,513 10,423
Cash flows from operating activities – net 45,214 19,919
Cash flows from investing activities    
Purchase of property, plant and equipment (23,484) (8,350)
Cash flows used in investing activities – net (23,484) (8,350)
Cash flows from financing activities    
Proceeds from borrowings - 186
Principal paid (11,253) (10,070)
Interest paid (12,559) (12,810)
Cash flows used in financing activities - net   (23,812) (22,694)
Net decrease in cash and cash equivalents (2,082) (11,125)
Cash and cash equivalents at 1 January 73,563 82,730
Currency translation differences (1,223) (20)
Cash and cash equivalents at the end of the period 70,258 71,585
Ending Cash and cash equivalents are specified as follows:    
Cash in banks 70,242 71,572
Cash in hand 16 13
Cash and cash equivalents 70,258 71,585

 

6

GEOPARK LIMITED

31 MARCH 2017

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.

 

This consolidated interim financial report was authorised for issue by the Board of Directors on 9 May 2017.

 

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 2015 and 2016, 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 2016.

 

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 2016.

 

7

GEOPARK LIMITED

31 MARCH 2017

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 2016.

 

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 31 March 2017 (a):

 

 

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

 

There have been no changes in the Group structure since year end.

 

8

GEOPARK LIMITED

31 MARCH 2017

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)
  GeoPark Colombia E&P Sucursal Colombia(Colombia)     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)
  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

31 MARCH 2017

Note 2

 

Revenue

 

Amounts in US$ '000 Three-months period ended 31 March 2017 Three-months period ended 31 March 2016
     
Sale of crude oil 54,513 23,169
Sale of gas 12,195 13,395
  66,708 36,564

 

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.

 

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

 

10

GEOPARK LIMITED

31 MARCH 2017

Note 3 (Continued)

 

Segment Information (Continued)

 

Three-months period ended 31 March 2017

 

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Peru Corporate
Revenue 66,708 54,441 4,863 7,404 - - -
        Sale of crude oil 54,513 54,287 23 203 - - -
        Sale of gas 12,195 154 4,840 7,201 - - -
Production and operating costs (17,552) (11,924) (2,808) (2,820) - - -
        Royalties (4,718) (3,933) (151) (634) - - -
        Transportation costs (538) (279) (259) - - - -
        Share-based payment (112) (60) (43) (9) - - -
        Other costs (12,184) (7,652) (2,355) (2,177) - - -
Depreciation (15,716) (8,650) (4,688) (2,305) (32) (31) (10)
Operating Profit / (Loss) 28,131 35,865 (4,523) 979 (489) (914) (2,787)
Operating netback 49,021 42,690 1,898 4,594 (161) - -
Adjusted EBITDA 38,844 38,087 288 3,753 (351) (833) (2,100)

 

Three-months period ended 31 March 2016

 

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Peru Corporate
Revenue 36,564 19,038 9,201 8,325 - - -
        Sale of crude oil 23,169 19,038 3,959 172 - - -
        Sale of gas 13,395 - 5,242 8,153 - - -
Production and operating costs (13,015) (5,849) (5,195) (1,971) - - -
        Royalties (1,756) (640) (359) (757) - - -
        Transportation costs (757) (367) (390) - - - -
        Share-based payment (80) (63) (17) - - - -
        Other costs (10,422) (4,779) (4,429) (1,214) - - -
Depreciation (21,522) (8,473) (9,050) (3,917) (49) (33) -
Operating (Loss) / Profit (11,222) (1,946) (7,796) 1,328 82 (819) (2,071)
Operating netback 20,981 10,596 3,810 6,366 203 11 (5)
Adjusted EBITDA 11,553 6,618 1,289 5,358 804 (769) (1,747)

 

Total Assets Total Colombia Chile Brazil Argentina Peru Corporate
31 March 2017 649,167 196,801 311,926 101,372 5,924 6,074 27,070
31 December 2016 640,540 182,784 317,969 99,904 6,071 5,020 28,792

 

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GEOPARK LIMITED

31 MARCH 2017

Note 3 (Continued)

 

Segment Information (Continued)

 

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

 

Three-months period ended 31 March 2017 Three-months period ended 31 March 2016
Operating netback 49,021 20,981
Geological and geophysical expenses (2,429) (2,303)
Administrative expenses (7,748) (7,125)
Adjusted EBITDA for reportable segments 38,844 11,553
Unrealized gain on commodity risk management contracts 5,183 -
Depreciation (a) (15,716) (21,522)
Share-based payment (1,009) (490)
Others (b) 829 (763)
Operating profit / (loss) 28,131 (11,222)
Financial expenses (9,532) (9,535)
Financial income 289 572
Foreign exchange gain 2,909 7,457
Profit / (Loss) before tax 21,797 (12,728)

 

(a)Net of capitalised costs for oil stock included in Inventories. Depreciation includes US$ 829,000 (US$ 955,000 in 2016) generated by assets not related to production activities.

 

(b)Includes allocation to capitalised projects.

 

The following table presents a reconciliation of Adjusted EBITDA to operating profit for the three-month periods ended 31 March 2017 and 2016:

 

  Three-months period ended 31 March 2017
  Colombia Chile Brazil Other (a)
Total
Adjusted EBITDA for reportable segments 38,087 288 3,753 (3,284) 38,844
Depreciation (8,650) (4,688) (2,305) (73) (15,716)
Unrealized gain on commodity risk management contracts 5,183 - - - 5,183
Share-based payment (129) (89) (46) (745) (1,009)
Others 1,374 (34) (423) (88) 829
Operating Profit / (Loss) 35,865 (4,523) 979 (4,190) 28,131

 

(a) Includes Argentina, Peru and Corporate.

 

12

GEOPARK LIMITED

31 MARCH 2017

Note 3 (Continued)

 

Segment Information (Continued)

 

  Three-months period ended 31 March 2016
  Colombia Chile Brazil Other (a)
Total
Adjusted EBITDA for reportable segments 6,618 1,289 5,358 (1,712) 11,553
Depreciation (8,473) (9,050) (3,917) (82) (21,522)
Share-based payment (136) (76) (6) (272) (490)
Others 45 41 (107) (742) (763)
Operating Profit / (Loss) (1,946) (7,796) 1,328 (2,808) (11,222)

 

(a) Includes Argentina, Peru and Corporate.

 

Note 4

 

Commodity risk management contracts

 

During 2016, the Group entered into derivative financial instruments to manage its exposure to oil price risk. These derivatives were zero-premium collars 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 31 March 2017 and therefore all changes in the fair values of its derivative contracts are recognized as gains or losses in the earnings of the periods in which they occur.

 

Period Hedged Reference Type Volume bbl/d Price US$/bbl
         
1 November 2016 – 30 June 2017 ICE BRENT Zero Premium Collar 4,000 50.0 Put 57.0 Call
1 November 2016 – 30 June 2017 ICE BRENT Zero Premium Collar 2,000 50.0 Put 57.1 Call
1 January 2017 – 30 September 2017 ICE BRENT Zero Premium Collar 3,000 54.0 Put 61.1 Call
1 January 2017 – 30 September 2017 ICE BRENT Zero Premium Collar 1,000 54.0 Put 61.0 Call
1 January 2017 – 30 September 2017 ICE BRENT Zero Premium Collar 2,000 53.0 Put 60.1 Call

 

The table below summarizes the gain on the commodity risk management contracts:

 

 

Three-months period ended

31 March 2017

Three-months period ended

31 March 2016

Realized gain on commodity risk management contracts 204 -
Unrealized gain on commodity risk management contracts 5,183 -
Total 5,387 -

 

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GEOPARK LIMITED

31 MARCH 2017

Note 5

 

Production and operating costs

 

Amounts in US$ '000

Three-months period

ended 31 March 2017 

Three-months period

ended 31 March 2016

Staff costs 3,360 3,041
Well and facilities maintenance 2,661 1,912
Consumables 2,601 1,688
Royalties 4,718 1,756
Transportation costs 538 757
Equipment rental 1,079 916
Field camp 539 492
Gas plant costs 1,538 1,647
Non operated blocks costs 281 292
Share-based payment 112 80
Other costs 2,071 174
Crude oil stock variation (1,946) 260
  17,552 13,015

 

Note 6

 

Geological and geophysical expenses

 

Amounts in US$ '000 Three-months period ended 31 March 2017 Three-months period ended 31 March 2016
Staff costs 2,041 1,709
Share-based payment 126 51
Other services 388 594
Allocation to capitalised project (1,347) -
  1,208 2,354

 

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GEOPARK LIMITED

31 MARCH 2017

Note 7

 

Administrative expenses

 

Amounts in US$ '000 Three-months period ended 31 March 2017 Three-months period ended 31 March 2016
Staff costs 5,348 4,472
Share-based payment 771 359
Consultant fees 851 739
New projects 143 104
Travel expenses 486 196
Director fees and allowance 646 374
Other administrative expenses 274 1,240
  8,519 7,484

 

Note 8

 

Selling expenses

 

Amounts in US$ '000 Three-months period ended 31 March 2017 Three-months period ended 31 March 2016
Transportation 254 2,593
Selling taxes and other 194 78
  448 2,671

 

Note 9

 

Financial expenses

 

Amounts in US$ '000 Three-months period ended 31 March 2017 Three-months period ended 31 March 2016
Bank charges and other financial costs 978 910
Unwinding of long-term liabilities 605 845
Interest and amortisation of debt issue costs 8,029 7,906
Less: amounts capitalised on qualifying assets (80) (126)
  9,532 9,535

 

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GEOPARK LIMITED

31 MARCH 2017

Note 10

 

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 2016 648,992 13,745 124,832 10,518 29,823 87,000 914,910
Additions 137 229 - - 4,506 3,625 8,497
Transfers 4,011 - 1,558 - (5,628) 59 -
Currency translation differences 7,429 61 651 17 - 697 8,855
Cost at 31 March 2016 660,569 14,035 127,041 10,535 28,701 91,381 932,262
               
Cost at 1 January 2017 692,241 14,357 132,413 10,553 32,926 61,773 944,263
Additions (209)(a) 169 - - 11,711 11,604 23,275
Disposals - (24) - - - (399) (423)
Transfers 9,876 - 10,144 - (13,887) (6,133) -
Currency translation differences 4,316 (175) 434 6 70 169 4,820
Cost at 31 March 2017 706,224 14,327 142,991 10,559 30,820 67,014 971,935
               
Depreciation and write-down at 1 January 2016 (321,173) (7,317) (60,614) (3,195) - - (392,299)
Depreciation (17,188) (732) (3,072) (223) - - (21,215)
Currency translation differences (1,155) (20) (111) (9) - - (1,295)
Depreciation and write-down at 31 March 2016 (339,516) (8,069) (63,797) (3,427) - - (414,809)
               
Depreciation and write-down at 1 January 2017 (384,739) (10,049) (71,698) (4,131) - - (470,617)
Depreciation (14,148) (588) (2,902) (241) - - (17,879)
Currency translation differences (2,907) (19) (146) (4) - - (3,076)
Depreciation and write-down at 31 March 2017 (401,794) (10,656) (74,746) (4,376) - - (491,572)
               
Carrying amount at 31 March 2016 321,053 5,966 63,244 7,108 28,701 91,381 517,453
Carrying amount at 31 March 2017 304,430 3,671 68,245 6,183 30,820 67,014 480,363
               

 

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

 

16

GEOPARK LIMITED

31 MARCH 2017

Note 11

 

Share capital

 

Issued share capital Three-months period ended 31 March 2017 Year ended 31 December  2016
Common stock (US$ ´000) 60 60
The share capital is distributed as follows:    
Common shares, of nominal US$ 0.001 60,046,580 59,940,881
Total common shares in issue 60,046,580 59,940,881
     
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 2016).

 

Note 12

 

Borrowings

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

31 March 2017

Year ended

31 December
2016

Notes GeoPark Latin America Agencia en Chile (a) 298,758 304,059
Banco Itaú (b) 39,218 49,763
Banco de Chile (c) 3,559 4,709
Banco de Crédito e Inversiones (d) 126 141
  341,661 358,672

 

Classified as follows:

 

Current 32,152 39,283
Non-Current 309,509 319,389

 

17

GEOPARK LIMITED

31 MARCH 2017

Note 12 (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. 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 3.2 times and the EBITDA to Interest ratio was 3.4 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 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 2016 and 2017 and September 2016, the Company paid US$ 10.000.000 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

31 MARCH 2017

Note 12 (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 over US$ 31,200,000.

 

Note 13

 

Provisions and other long-term liabilities

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

31 March 2017

Year ended

31 December
2016

Assets retirement obligation and other environmental liabilities 29,969 29,862
Deferred income 3,359 3,484
Other 9,483 9,163
  42,811 42,509

 

19

GEOPARK LIMITED

31 MARCH 2017

Note 14

 

Trade and other payables

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

31 March 2017

Year ended

31 December
2016

Trade payables 33,216 23,650
Payables to related parties (a) 28,519 27,801
Customer advance payments (b) 17,500 20,000
Taxes and other debts to be paid 2,687 3,355
Staff costs to be paid 8,789 7,749
V.A.T. 442 1,102
To be paid to co-venturers 2,845 1,614
Royalties to be paid 1,996 1,503
  95,994 86,774

 

Classified as follows:

 

Current 63,728 52,008
Non-Current 32,266 34,766

 

(a)The outstanding amount corresponds to advanced cash call payments granted by LGI to GeoPark Chile S.A. for financing Chilean operations in TdF’s blocks. The expected maturity of these balances 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. 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.

 

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: May 10, 2017