6-K 1 dp79594_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 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 X

 

 

 

 

GEOPARK LIMITED

 

 

TABLE OF CONTENTS

 

 

 

ITEM  
1. Interim Condensed Consolidated Financial Statements and Explanatory Notes for the six-month period ended 30 June 2016 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

GEOPARK LIMITED

 

 

 

 

 

Interim condensed consolidated

financial statements

AND explanatory notes

  

For the six-months period ended 30 June 2016 and 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GEOPARK LIMITED 

30 JUNE 2017

 

 

CONTENTS

 

Page  
   
3 Condensed Consolidated Statement of Income
4 Condensed Consolidated Statement of Comprehensive Income
5 Condensed Consolidated Statement of Financial Position
6 Condensed Consolidated Statement of Changes in Equity
7 Condensed Consolidated Statement of Cash Flow
8 Explanatory Notes
   
   
   
   

 

2

GEOPARK LIMITED 

30 JUNE 2017 

 

CONDENSED CONSOLIDATED STATEMENT OF INCOME

  

Amounts in US$ ´000 Note

Three-months

period ended

30 June 2017 (Unaudited)

Three-months

period ended

30 June 2016 (Unaudited)

Six-months

period ended

30 June 2017 (Unaudited)

Six-months

period ended

30 June 2016 (Unaudited)

REVENUE 2 75,227 45,923 141,935 82,487
Commodity risk management contracts 4 5,881 - 11,268 -
Production and operating costs 5 (25,303) (13,787) (42,855) (26,802)
Geological and geophysical expenses 6 (1,870) (2,931) (3,078) (5,285)
Administrative expenses 7 (11,968) (8,238) (20,487) (15,722)
Selling expenses 8 (89) (493) (537) (3,164)
Depreciation   (19,966) (16,614) (35,682) (38,136)
Write-off of unsuccessful efforts 10 (4,602) (447) (4,602) (447)
Other expenses   (1,468) (637) (1,989) (1,377)
OPERATING PROFIT (LOSS)   15,842 2,776 43,973 (8,446)
Financial expenses 9 (8,098) (8,128) (17,630) (17,663)
Financial income   663 490 952 1,062
Foreign exchange (loss) gain   (4,702) 9,558 (1,793) 17,015
PROFIT (LOSS) BEFORE INCOME TAX   3,705 4,696 25,502 (8,032)
Income tax expense   (4,819) (6,322) (20,809) (5,637)
LOSS (PROFIT) FOR THE PERIOD   (1,114) (1,626) 4,693 (13,669)
Attributable to:          
Owners of the Company   (3,432) (1,334) 202 (10,589)
Non-controlling interest   2,318 (292) 4,491 (3,080)

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

Basic

  (0.06) (0.02) 0.00 (0.18)

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

Diluted

  (0.06) (0.02) 0.00 (0.18)

 

 

The above condensed consolidated statement of income should be read in conjunction with the accompanying notes.

 

3

GEOPARK LIMITED 

30 JUNE 2017 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

Amounts in US$ ´000  

Three-months

period ended

30 June 2017 (Unaudited)

Three-months

period ended

30 June 2016 (Unaudited)

Six-months

period ended

30 June 2017 (Unaudited)

Six-months

period ended

30 June 2016 (Unaudited)

(Loss) Profit for the period   (1,114) (1,626) 4,693 (13,669)
Other comprehensive income          
Items that may be subsequently reclassified to profit or loss:          
Currency translation differences   (779) 3,205 (247) 5,620
Total comprehensive (loss) income for the period   (1,893) 1,579 4,446 (8,049)
Attributable to:          
Owners of the Company   (4,211) 1,871 (45) (4,969)
Non-controlling interest   2,318 (292) 4,491 (3,080)

 

The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

 

4

GEOPARK LIMITED 

30 JUNE 2017 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

Amounts in US$ ´000 Note

At 30 June 2017

(Unaudited)

Year ended 31

December 2016

ASSETS      
NON CURRENT ASSETS      
Property, plant and equipment 10 487,849 473,646
Prepaid taxes   2,760 2,852
Other financial assets   20,594 19,547
Deferred income tax asset   21,343 23,053
Prepayments and other receivables   231 241
TOTAL NON CURRENT ASSETS   532,777 519,339
CURRENT ASSETS      
Inventories   4,698 3,515
Trade receivables   10,337 18,426
Prepayments and other receivables   6,464 7,402
Prepaid taxes   18,261 15,815
Derivative financial instrument assets   7,557 -
Other financial assets   4,967 2,480
Cash at bank and in hand   76,988 73,563
TOTAL CURRENT ASSETS   129,272 121,201
TOTAL ASSETS   662,049 640,540
EQUITY      
Equity attributable to owners of the Company      
Share capital 11 60 60
Share premium   236,544 236,046
Reserves   129,871 130,118
Accumulated losses   (258,806) (260,459)
Attributable to owners of the Company   107,669 105,765
Non-controlling interest   40,406 35,828
TOTAL EQUITY   148,075 141,593
LIABILITIES      
NON CURRENT LIABILITIES      
Borrowings 12 314,596 319,389
Provisions and other long-term liabilities 13 43,228 42,509
Deferred income tax liability   7,500 2,770
Trade and other payables 14 29,766 34,766
TOTAL NON CURRENT LIABILITIES   395,090 399,434
CURRENT LIABILITIES      
Borrowings 12 31,728 39,283
Derivative financial instrument liabilities   - 3,067
Current income tax liability   11,623 5,155
Trade and other payables 14 75,533 52,008
TOTAL CURRENT LIABILITIES   118,884 99,513
TOTAL LIABILITIES   513,974 498,947
TOTAL EQUITY AND LIABILITIES   662,049 640,540

 

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

 

5

GEOPARK LIMITED 

30 JUNE 2017 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

  Attributable to owners of the Company    
Amount in US$ '000 Share Capital Share Premium Other Reserve Translation Reserve Accumulated losses

Non - controlling

Interest

Total

Equity at 1 January 2016 59 232,005 127,527 (4,511) (208,428) 53,515 200,167
Comprehensive income (loss):              
Loss for the six-months period - - - - (10,589) (3,080) (13,669)
Currency translation differences - - - 5,620 - - 5,620
Total comprehensive income (loss) for the period ended 30 June 2016 - - - 5,620 (10,589) (3,080) (8,049)
Transactions with owners:              
Repurchase of shares - (727) - - - - (727)
Share-based payment 1 1,747 - - (1,108) 83 723
  1 1,020 - - (1,108) 83 (4)
Balance at 30 June 2016 (Unaudited) 60 233,025 127,527 1,109 (220,125) 50,518 192,114
               
Balance at 31 December 2016 60 236,046 127,527 2,591 (260,459) 35,828 141,593
Comprehensive income (loss):              
Profit for the six-months period - - - - 202 4,491 4,693
Currency translation differences - - - (247) - - (247)
Total comprehensive income (loss) for the period ended 30 June 2017 - - - (247) 202 4,491 4,446
Transactions with owners:              
Share-based payment - 498 - - 1,451 87 2,036
  - 498 - - 1,451 87 2,036
Balance at 30 June 2017 (Unaudited) 60 236,544 127,527 2,344 (258,806) 40,406 148,075

 

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

 

6

GEOPARK LIMITED 

30 JUNE 2017 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

 

Amounts in US$ ’000

Six-months

period ended

30 June 2017

(Unaudited)

Six-months

period ended

30 June 2016

(Unaudited)

Cash flows from operating activities    
Profit (Loss) for the period 4,693 (13,669)
Adjustments for:    
Income tax expense 20,809 5,637
Depreciation 35,682 38,136
Loss on disposal of property, plant and equipment 24 -
Write-off of unsuccessful efforts 4,602 447
Amortisation of other long-term liabilities (216) (869)
Accrual of borrowing’s interests 12,638 13,948
Unwinding of long-term liabilities 1,347 1,242
Accrual of share-based payment 2,036 723
Foreign exchange loss (gain) 1,793 (17,015)
Unrealized gain on commodity risk management contracts (9,098) -
Income tax paid (6,925) (2,012)
Change in working capital 11,749 1,862
Cash flows from operating activities – net 79,134 28,430
Cash flows from investing activities    
Purchase of property, plant and equipment (49,439) (14,134)
Cash flows used in investing activities – net (49,439) (14,134)
Cash flows from financing activities    
Proceeds from borrowings - 186
Proceeds from loans received from related parties - 5,210
Principal paid (12,432) (10,087)
Repurchase of shares - (727)
Interest paid (12,555) (12,757)
Cash flows used in financing activities – net (24,987) (18,175)
Net increase (decrease) in cash and cash equivalents 4,708 (3,879)
Cash and cash equivalents at 1 January 73,563 82,730
Currency translation differences (1,283) 396
Cash and cash equivalents at the end of the period 76,988 79,247
Ending Cash and cash equivalents are specified as follows:    
Cash in banks 76,975 79,236
Cash in hand 13 11
Cash and cash equivalents 76,988 79,247

 

The above condensed consolidated statement of cash flow should be read in conjunction with the accompanying notes.

 

7

GEOPARK LIMITED 

30 JUNE 2017 

 

EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1

 

General information

 

GeoPark Limited (the Company) is a company incorporated under the law of Bermuda. The Registered Office address is 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 condensed consolidated interim financial report was authorised for issue by the Board of Directors on 16 August 2017.

 

Basis of Preparation

 

The condensed consolidated interim financial report of GeoPark Limited is presented in accordance with IAS 34 “Interim Financial Reporting”. It does not include all of the information required for full annual financial statements, and should be read in conjunction with the annual financial statements as at and for the years ended 31 December 2015 and 2016, which have been prepared in accordance with IFRS.

 

The condensed consolidated interim financial report has been prepared in accordance with the accounting policies applied in the most recent annual financial statements. For further information please refer to GeoPark Limited's consolidated financial statements for the year ended 31 December 2016.

 

Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current period.

 

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

 

The activities of the 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 condensed consolidated financial statements for the year ended 31 December 2016.

 

8

GEOPARK LIMITED 

30 JUNE 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 condensed consolidated interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the 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 30 June 2017 (a):

 

 

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

 

There have been no changes in the Group structure since December 2016.

 

9

GEOPARK LIMITED 

30 JUNE 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.

 

10

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 2

 

Revenue

 

Amounts in US$ '000

Three-months

period ended

30 June 2017

Three-months

period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

         
Sale of crude oil 64,082 34,303 118,595 57,472
Sale of gas 11,145 11,620   23,340 25,015
  75,227 45,923 141,935 82,487

 

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 to the Executive Committee is measured in a manner consistent with that in the financial statements.

 

11

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 3 (Continued)

 

Segment Information (Continued)

 

Six-months period ended 30 June 2017

 

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Peru Corporate
Revenue 141,935 110,834 15,975 15,126 - - -
Sale of crude oil 118,595 110,511 7,687 397 - - -
Sale of gas 23,340 323 8,288 14,729 - - -
Production and operating costs (42,855) (27,353) (9,731) (5,771) - - -
Royalties (10,580) (8,625) (641) (1,314) - - -
Transportation costs (1,196) (652) (544) - - - -
Share-based payment (228) (123) (86) (19) - - -
Other costs (30,851) (17,953) (8,460) (4,438) - - -
Depreciation (35,682) (19,006) (11,886) (4,642) (67) (63) (18)
Operating profit / (loss) 43,973 65,169 (9,681) (682) (1,987) (2,038) (6,808)
Operating netback 100,942 85,676 5,975 9,374 (83) - -
Adjusted EBITDA 75,936 75,037 2,227 7,487 (1,721) (1,875) (5,219)

 

 

Six-months period ended 30 June 2016

 

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Peru Corporate
Revenue 82,487 47,664 19,006 15,817 - - -
Sale of crude oil 57,472 47,664 9,445 363 - - -
Sale of gas 25,015 - 9,561 15,454 - - -
Production and operating costs (26,802) (12,135) (10,708) (3,959) - - -
Royalties (4,327) (2,074) (768) (1,485) - - -
Transportation costs (1,262) (604) (658) - - - -
Share-based payment (150) (117) (33) - - - -
Other costs (21,063) (9,340) (9,249) (2,474) - - -
Depreciation (38,136) (14,296) (16,529) (7,155) (91) (65) -
Operating (loss) / profit (8,446) 8,220 (13,177) 2,432 607 (1,647) (4,881)
Operating netback 52,713 33,069 7,871 11,896 (143) 18 2
Adjusted EBITDA 32,017 23,065 3,524 9,782 1,793 (1,552) (4,595)

 

 

Total Assets Total Colombia Chile Brazil Argentina Peru Corporate
30 June 2017 662,049 213,926 307,817 96,102 9,741 7,539 26,924
31 December 2016 640,540 182,784 317,969 99,904 6,071 5,020 28,792

 

12

GEOPARK LIMITED 

30 JUNE 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

30 June 2017

Three-months

period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

Operating netback 51,921 31,732 100,942 52,713
Geological and geophysical expenses (3,644) (3,135) (6,073) (5,438)
Administrative expenses (11,185) (8,133) (18,933) (15,258)
Adjusted EBITDA for reportable segments 37,092 20,464 75,936 32,017
Unrealized gain on commodity risk management contracts 3,915 - 9,098 -
Depreciation (a) (19,966) (16,614) (35,682) (38,136)
Write-off of unsuccessful efforts (4,602) (447) (4,602) (447)
Share-based payment (1,027) (233) (2,036) (723)
Others (b) 430 (394) 1,259 (1,157)
Operating profit / (loss) 15,842 2,776 43,973 (8,446)
Financial expenses (8,098) (8,128) (17,630) (17,663)
Financial income 663 490 952 1,062
Foreign exchange (loss) gain (4,702) 9,558 (1,793) 17,015
Profit / (Loss) before tax 3,705 4,696 25,502 (8,032)

 

(a)Net of capitalised costs for oil stock included in Inventories. Depreciation includes US$ 1,588,000 (US$ 1,861,000 in 2016) generated by assets not related to production activities. For the three months period ended 30 June 2017 the amount included in depreciation is US$ 759,000 (US$ 906,000 in 2016).

(b)Includes allocation to capitalised projects.

 

The following table presents a reconciliation of Adjusted EBITDA to operating profit for the six-month periods ended 30 June 2017 and 2016:

 

  Six-months period ended 30 June 2017
  Colombia Chile Brazil Other (c) Total
Adjusted EBITDA for reportable segments 75,037 2,227 7,487 (8,815) 75,936
Depreciation (19,006) (11,886) (4,642) (148) (35,682)
Unrealized gain on commodity risk management contracts 9,098 - - - 9,098
Write-off of unsuccessful efforts (1,625) - (2,977) - (4,602)
Share-based payment (259) (177) (93) (1,507) (2,036)
Others 1,924 155 (457) (363) 1,259
Operating profit / (loss) 65,169 (9,681) (682) (10,833) 43,973

 

13

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 3 (Continued)

 

Segment Information (Continued)

 

  Six-months period ended 30 June 2016
  Colombia Chile Brazil Other (c) Total
Adjusted EBITDA for reportable segments 23,065 3,524 9,782 (4,354) 32,017
Depreciation (14,296) (16,529) (7,155) (156) (38,136)
Write-off of unsuccessful efforts - (447) - - (447)
Share-based payment (263) (153) (20) (287) (723)
Others (286) 428 (175) (1,124) (1,157)
Operating profit / (loss) 8,220 (13,177) 2,432 (5,921) (8,446)

 

(c) 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 30 June 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 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
1 July 2017 – 31 December 2017 ICE BRENT Zero Premium Collar 2,000 51.0 Put 57.5 Call
1 July 2017 – 31 December 2017 ICE BRENT Zero Premium Collar 3,000 51.0 Put 57.5 Call
1 July 2017 – 31 December 2017 ICE BRENT Zero Premium Collar 1,000 51.0 Put 57.5 Call

 

14

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 4 (Continued)

 

Commodity risk management contracts (Continued)

 

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

 

 

Three-months period ended

30 June 2017

Three-months

period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

Realized gain on commodity risk management contracts 1,966 -   2,170 -
Unrealized gain on commodity risk management contracts 3,915 -   9,098 -
Total 5,881 - 11,268 -

 

Note 5

 

Production and operating costs

 

Amounts in US$ '000

Three-months

period ended

30 June 2017

Three-months

period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

Staff costs 3,599 2,383 6,959 5,424
Well and facilities maintenance 4,613 2,513 7,274 4,425
Royalties 5,862 2,571 10,580 4,327
Gas plant costs 1,514 1,602 3,052 3,249
Consumables 2,798 1,505 5,399 3,193
Equipment rental 1,281 813 2,360 1,729
Transportation costs 658 505 1,196 1,262
Field camp 585 183 1,124 675
Non operated blocks costs 324 221 605 513
Crude oil stock variation 1,846 48 (100) 308
Share-based payment 116 70 228 150
Other costs 2,107 1,373 4,178 1,547
  25,303 13,787 42,855 26,802

 

Note 6

 

Geological and geophysical expenses

 

Amounts in US$ '000

Three-months

period ended

30 June 2017

Three-months

period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

Staff costs 2,848 2,625 4,889 4,334
Share-based payment 128 58 254 109
Other services 796 510 1,184 1,104
Allocation to capitalised project (1,902) (262) (3,249) (262)
  1,870 2,931 3,078 5,285

 

15

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 7

 

Administrative expenses

 

Amounts in US$ '000

Three-months

period ended

30 June 2017

Three-months period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

Staff costs 7,327 5,018 12,675 9,490
Consultant fees 1,079 896 1,930 1,635
Office expenses 615 595 1,234 1,105
Director fees and allowance 1,384 384 2,030 758
Travel expenses 826 436 1,312 632
Share-based payment 783 105 1,554 464
New projects 298 157 441 261
Overhead (1,984) (885) (3,921) (1,831)
Other administrative expenses 1,640 1,532 3,232 3,208
  11,968 8,238 20,487 15,722

 

Note 8

 

Selling expenses

 

Amounts in US$ '000


Three-months

period ended

30 June 2017


Three-months

period ended

30 June 2016


Six-months

period ended

30 June 2017


Six-months

period ended

30 June 2016

Transportation 161 282 415 2,875
Selling taxes and other (72) 211 122 289
  89 493 537 3,164

 

Note 9

 

Financial expenses

 

Amounts in US$ '000 

Three-months

period ended

30 June 2017

Three-months

period ended

30 June 2016

Six-months

period ended

30 June 2017

Six-months

period ended

30 June 2016

Bank charges and other financial costs 1,076 467 2,054 1,377
Unwinding of long-term liabilities 742 397 1,347 1,242
Interest and amortisation of debt issue costs 5,862 6,899 13,178 14,410
Interest with related parties 494 394 1,207 789
Less: amounts capitalised on qualifying assets (76) (29) (156) (155)
  8,098 8,128 17,630 17,663

 

16

GEOPARK LIMITED 

30 JUNE 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 (2,906)(a) 270 - - 8,153 6,058 11,575
Disposals - - - - (300) (35) (335)
Write-off of unsuccessful efforts - - - - - (447)(b) (447)
Transfers 14,796 33 1,951 - (9,403) (7,377) -
Currency translation differences 15,130 136 1,795 38 85 898 18,082
Cost at 30 June 2016 676,012 14,184 128,578 10,556 28,358 86,097 943,785
               
Cost at 1 January 2017 692,241 14,357 132,413 10,553 32,926 61,773 944,263
Additions 827 303 - - 28,198 26,094 55,422
Disposals - (24) - - - - (24)
Write-off of unsuccessful efforts - - - - - (4,602)(c) (4,602)
Transfers 24,328 (189) 12,173 - (22,920) (13,392) -
Currency translation differences (861) (13) (184) (3) 70 (185) (1,176)
Cost at 30 June 2017 716,535 14,434 144,402 10,550 38,274 69,688 993,883
               
Depreciation and write-down at 1 January 2016 (321,173) (7,317) (60,614) (3,195) - - (392,299)
Depreciation (30,216) (1,416) (5,637) (445) - - (37,714)
Currency translation differences (2,818) (55) 23 (22) - - (2,872)
Depreciation and write-down At 30 June 2016 (354,207) (8,788) (66,228) (3,662) - - (432,885)
               
Depreciation and write-down at 1 January 2017 (384,739) (10,049) (71,698) (4,131) - - (470,617)
Depreciation (28,244) (1,122) (5,960) (466) - - (35,792)
Currency translation differences 316 1 54 4 - - 375
Depreciation and write-down at 30 June 2017 (412,667) (11,170) (77,604) (4,593) - - (506,034)
               
Carrying amount at 30 June 2016 321,805 5,396 62,350 6,894 28,358 86,097 510,900
Carrying amount at 30 June 2017 303,868 3,264 66,798 5,957 38,274 69,688 487,849

 

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

(b)Corresponds to unsuccessful exploratory activities performed in 2013 in Chile (Flamenco Block).

(c)Corresponds to two unsuccessful exploratory wells drilled in Colombia (Llanos 34 Block) and Brazil (REC-T-94 Block) in 2017.

 

17

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 11

 

Share capital

 

Issued share capital

Six-months

period ended

30 June 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 60,066,530 59,940,881
Total common shares in issue 60,066,530 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.

 

Note 12

 

Borrowings

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

30 June 2017

Year ended

31 December

2016

Notes GeoPark Latin America Agencia en Chile (a) 303,985 304,059
Banco Itaú (b) 39,891 49,763
Banco de Chile (c) 2,340 4,709
Banco de Crédito e Inversiones (d) 108 141
  346,324 358,672

 

Classified as follows:

 

Current   31,728 39,283
Non-Current   314,596 319,389

 

18

GEOPARK LIMITED 

30 JUNE 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 2.8 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). EBITDA to Interest ratio was 4.1 times. 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, the Company paid US$ 10.000.000 in March 2016 and 2017 and September 2016, 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

 

19

GEOPARK LIMITED 

30 JUNE 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$ 40,100,000.

 

Note 13

 

Provisions and other long-term liabilities

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

30 June 2017

Year ended

31 December
2016 

Assets retirement obligation 31,615 29,862
Deferred income 1,891 3,484
Other 9,722 9,163
  43,228 42,509

 

20

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 14

 

Trade and other payables

 

The outstanding amounts are as follows:

 

Amounts in US$ '000

At

30 June 2017

Year ended

31 December
2016

Trade payables 47,671 23,650
Payables to related parties (a) 29,008 27,801
Customer advance payments (b) 15,000 20,000
Taxes and other debts to be paid 3,147 3,355
Staff costs to be paid 5,702 7,749
V.A.T. 415 1,102
To be paid to co-venturers 2,307 1,614
Royalties to be paid 2,049 1,503
  105,299 86,774

 

Classified as follows:

 

Current   75,533 52,008
Non-Current   29,766 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.

 

Note 15

 

Capital commitments

 

Capital commitments are detailed in Note 31 (b) to the audited Consolidated Financial Statements as of 31 December 2016. The following updates have taken place during the six-month period ended 30 June 2017:

 

Colombia

 

As of the date of these Interim Condensed Consolidated Financial Statements, GeoPark is awaiting the ANH’s approval of the wells already drilled in Llanos 34 Block, that were presented as fulfilment of the commitments to be performed before 15 March 2017 and 14 September 2019.

 

On 21 June 2017, ANH approved GeoPark’s relinquishment of 79.15% of the VIM 3 Block area. The remaining area will cover 46,881 acres and the commitments are not affected by this resolution. There is no impact in the Condensed Consolidated Statement of Income since there are no investments associated with the relinquished area.

 

21

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 15 (Continued)

 

Capital commitments (Continued)

 

Argentina

 

One exploratory well was drilled in the CN-V Block, with testing expected for the third quarter of the year. As a subsequent event, on 10 July 2017, the Ministry of Mendoza notified the extension of the exploratory period to fulfil the commitments in the block until 27 November 2017.

 

Chile

 

On 30 June 2017, the Chilean Ministry accepted the Company’s proposal to extend the second exploratory phase in the Flamenco Block for an additional period of 18 months, ending on 7 May 2019. The remaining commitment amounts to US$ 2,100,000.

 

On 29 May 2017, the Chilean Ministry accepted the Company’s proposal to update the value of the commitments in both the Campanario and Isla Norte Blocks as well as the guarantees related to those commitments. Consequently, the investment commitments assumed by GeoPark are:

 

·Campanario Block: 3 exploratory wells before 10 July 2019 (US$ 4,758,000)

 

·Isla Norte Block: 2 exploratory wells before 7 May 2019 (US$ 2,855,000)

 

As of the date of these interim condensed consolidated financial statements, the Company has established a guarantee for its commitments that amounts to US$ 6,403,200.

 

Brazil

 

On 12 May 2017, the Brazilian National Agency of Petroleum, Natural Gas and Biofuels (“ANP”) notified the suspension of the exploratory period to fulfill the commitments in the SEAL-T-268 Block.

 

In the REC-T-94 Block, an exploratory well was drilled and completed in April 2017. As a subsequent event, on 12 July 2017, the ANP notified the suspension of the exploratory period to fulfill the commitments in the block.

 

Note 16

 

Fair value measurement of financial instruments

 

Accounting policies for financial instruments have been applied to classify as either: loans and receivables, held-to-maturity, available-for-sale, or fair value through profit and loss. For financial instruments that are measured in the statement of financial position at fair value, IFRS 13 requires a disclosure of fair value measurements by level according to the following fair value measurement hierarchy:

 

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

22

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 16 (Continued)

 

Fair value measurement of financial instruments (Continued)

 

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

 

Level 3 - Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

 

This note provides an update on the judgements and estimates made by the Group in determining the fair values of the financial instruments since the last annual financial report.

 

(a) Fair value hierarchy

 

The following table presents the Group’s financial assets and financial liabilities measured and recognised at fair value at 30 June 2017 and 31 December 2016 on a recurring basis:

 

Amounts in US$ '000 Level 2 At 30 June 2017
Assets    
Derivative financial instrument assets    
Commodity risk management contracts 7,557 7,557
Total Assets 7,557 7,557

 

Amounts in US$ '000 Level 2

Year ended

31 December
 2016

Liabilities    
Derivative financial instrument liabilities    
Commodity risk management contracts 3,067 3,067
Total Liabilities 3,067 3,067

 

There were no transfers between Level 2 and 3 during the period.

 

The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as at 30 June 2017.

 

(b) Valuation techniques used to determine fair values

 

Specific valuation techniques used to value financial instruments include:

 

·The use of quoted market prices or dealer quotes for similar instruments.

 

·The market-to-market fair value of the Company's outstanding derivative instruments is based on independently provided market rates and determined using standard valuation techniques, including the impact of counterparty credit risk and are within level 2 of the fair value hierarchy.

 

·The fair value of the remaining financial instruments is determined using discounted cash flow analysis. All of the resulting fair value estimates are included in level 2.

 

23

GEOPARK LIMITED 

30 JUNE 2017 

 

Note 16 (Continued)

 

Fair value measurement of financial instruments (Continued)

 

(c) Fair values of other financial instruments (unrecognised)

 

The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature.

 

Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed. They are classified under other financial liabilities and measured at their amortized cost. The Group estimates that the fair value of its main financial liabilities is approximately 95% of its carrying amount including interests accrued as of 31 March 2017 and as of 31 December 2016. Fair values were calculated using discounted cash flow analysis.

 

Note 17

 

Subsequent Events

 

Commodity risk management contracts

 

On 28 July 2017, the Group entered into new 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 following table includes the detail information:

 

Period Reference Type           Volume bbl/d Price US$/bbl   
         
1 October 2017 – 31 March 2018 ICE BRENT Zero Premium Collar 4,000 50.0 Put 54.90 Call
1 October 2017 – 31 March 2018 ICE BRENT Zero Premium Collar 2,000 50.0 Put 54.95 Call

 

Capital commitments

 

Subsequent events related to capital commitments are detailed in Note 15.

 

24

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    GeoPark Limited
     
     
      By: /s/ Andrés Ocampo
        Name: Andrés Ocampo
        Title: Chief Financial Officer

 

Date: August 17, 2017