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These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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98-0479924
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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200, 150 13 Avenue S.W.
Calgary, Alberta, Canada T2R 0V2
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(Address of principal executive offices, including zip code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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PART I
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Financial Information
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Item 1.
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Financial Statements
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II
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Other Information
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6.
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Exhibits
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SIGNATURES
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EXHIBIT INDEX
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bbl
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barrel
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Mcf
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thousand cubic feet
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Mbbl
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thousand barrels
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MMcf
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million cubic feet
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MMbbl
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million barrels
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Bcf
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billion cubic feet
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bopd
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barrels of oil per day
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MMBtu
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million British thermal units
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BOE
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barrels of oil equivalent
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NGL
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natural gas liquids
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MMBOE
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million barrels of oil equivalent
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NAR
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net after royalty
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BOEPD
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barrels of oil equivalent per day
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•
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Reserves.
Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.
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•
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Proved oil and gas reserves.
Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and
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i.
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The area of the reservoir considered as proved includes:
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A.
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The area identified by drilling and limited by fluid contacts, if any; and
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B.
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Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.
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ii.
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In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
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iii.
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Where direct observation from well penetrations has defined a highest known oil ("HKO") elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
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iv.
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Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
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A.
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Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and
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B.
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The project has been approved for development by all necessary parties and entities, including governmental entities.
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v.
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Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.
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•
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Probable reserves.
Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.
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i.
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When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.
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ii.
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Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.
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iii.
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Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.
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iv.
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See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of section 210.4-10(a) of Regulations S-X.
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•
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Possible reserves.
Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.
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i.
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When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.
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ii.
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Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.
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iii.
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Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.
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iv.
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The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.
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v.
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Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.
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vi.
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Pursuant to paragraph (a)(22)(iii) of section 210.4-10(a) of Regulations S-X, where direct observation has defined a HKO elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.
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•
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Reasonable certainty.
If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and as changes due to increased availability of geoscience (geological, geophysical and geochemical), engineering and economic data are made to estimated ultimate recovery ("EUR") with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.
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•
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Deterministic estimate.
The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.
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•
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Probabilistic estimate.
The method of estimating reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience, engineering or economic data) is used to generate a full range of possible outcomes and their associated probabilities of occurrences.
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•
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Developed oil and gas reserves
. Developed oil and gas reserves are reserves of any category that can be expected to be recovered:
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i.
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Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared with the cost of a new well; and
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ii.
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Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
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•
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Undeveloped oil and gas reserves
. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
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i.
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Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
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ii.
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Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.
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iii.
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Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of section 201.4-10(a) of Regulation S-X, or by other evidence using reliable technology establishing reasonable certainty.
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Three Months Ended March 31,
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2015
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2014
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REVENUE AND OTHER INCOME
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Oil and natural gas sales
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$
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76,231
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$
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151,105
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Interest income
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421
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750
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76,652
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151,855
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EXPENSES
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Operating
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31,434
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21,866
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Depletion, depreciation, accretion and impairment
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86,154
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44,264
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General and administrative
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7,294
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12,863
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Severance (Note 11)
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4,378
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—
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Equity tax (Note 8)
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3,769
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—
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Foreign exchange gain
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(11,538
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)
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(4,210
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)
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Financial instruments gain (Note 10)
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(42
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)
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(2,409
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)
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121,449
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72,374
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(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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(44,797
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)
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79,481
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Income tax expense (Note 8)
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(69
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)
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(29,709
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)
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(LOSS) INCOME FROM CONTINUING OPERATIONS
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(44,866
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)
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49,772
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Loss from discontinued operations, net of income taxes (Note 3)
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—
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(4,643
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)
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NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
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(44,866
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)
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45,129
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RETAINED EARNINGS, BEGINNING OF PERIOD
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239,622
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410,961
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RETAINED EARNINGS, END OF PERIOD
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$
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194,756
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$
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456,090
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||||
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(LOSS) INCOME PER SHARE
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||||
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BASIC
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||||
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(LOSS) INCOME FROM CONTINUING OPERATIONS
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$
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(0.16
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)
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$
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0.18
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LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
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—
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(0.02
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)
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NET INCOME (LOSS)
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$
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(0.16
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)
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$
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0.16
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DILUTED
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||||
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(LOSS) INCOME FROM CONTINUING OPERATIONS
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$
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(0.16
|
)
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|
$
|
0.18
|
|
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LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
|
—
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(0.02
|
)
|
||
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NET INCOME (LOSS)
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$
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(0.16
|
)
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|
$
|
0.16
|
|
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WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (Note 6)
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286,194,315
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283,235,202
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WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (Note 6)
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286,194,315
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288,636,904
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March 31,
|
|
December 31,
|
||||
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2015
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2014
|
||||
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ASSETS
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|
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Current Assets
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|
||||
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Cash and cash equivalents
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$
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203,460
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$
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331,848
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Restricted cash
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707
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|
|
1,836
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Accounts receivable
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64,825
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83,227
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|
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Marketable securities (Note 10)
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7,998
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7,586
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Inventory (Note 5)
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16,095
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17,298
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Taxes receivable
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8,258
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15,843
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Prepaids
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5,472
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6,000
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Deferred tax assets (Note 8)
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420
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|
1,552
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||
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Total Current Assets
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307,235
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465,190
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||||
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Oil and Gas Properties (using the full cost method of accounting)
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Proved
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770,658
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801,075
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Unproved
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334,613
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316,856
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||
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Total Oil and Gas Properties
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1,105,271
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1,117,931
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Other capital assets
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10,890
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11,013
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||
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Total Property, Plant and Equipment (Note 5)
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1,116,161
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1,128,944
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||||
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Other Long-Term Assets
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Restricted cash
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3,664
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2,037
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Deferred tax assets (Note 8)
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568
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|
601
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|
||
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Taxes receivable
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15,035
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|
9,684
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Other long-term assets
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4,394
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5,013
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Goodwill
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102,581
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|
102,581
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|
||
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Total Other Long-Term Assets
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126,242
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|
119,916
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Total Assets
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$
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1,549,638
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$
|
1,714,050
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current Liabilities
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Accounts payable
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$
|
44,402
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$
|
112,401
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Accrued liabilities
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60,330
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|
|
75,430
|
|
||
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Foreign currency derivative (Note 10)
|
1,070
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|
|
3,057
|
|
||
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Taxes payable
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8,844
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|
|
25,412
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|
||
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Deferred tax liabilities (Note 8)
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1,622
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|
|
1,040
|
|
||
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Asset retirement obligation (Note 7)
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9,717
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|
|
8,026
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|
||
|
Total Current Liabilities
|
125,985
|
|
|
225,366
|
|
||
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|
|
|
||||
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Long-Term Liabilities
|
|
|
|
|
|
||
|
Deferred tax liabilities (Note 8)
|
158,932
|
|
|
175,324
|
|
||
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Asset retirement obligation (Note 7)
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25,458
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|
|
27,786
|
|
||
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Other long-term liabilities
|
7,364
|
|
|
8,889
|
|
||
|
Total Long-Term Liabilities
|
191,754
|
|
|
211,999
|
|
||
|
|
|
|
|
||||
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Contingencies (Note 9)
|
|
|
|
|
|
||
|
Shareholders’ Equity
|
|
|
|
|
|
||
|
Common Stock (Note 6) (277,210,589 and 276,072,351 shares of Common Stock and 9,181,507 and 10,119,745 exchangeable shares, par value $0.001 per share, issued and outstanding as at March 31, 2015, and December 31, 2014, respectively)
|
10,190
|
|
|
10,190
|
|
||
|
Additional paid in capital
|
1,026,953
|
|
|
1,026,873
|
|
||
|
Retained earnings
|
194,756
|
|
|
239,622
|
|
||
|
Total Shareholders’ Equity
|
1,231,899
|
|
|
1,276,685
|
|
||
|
Total Liabilities and Shareholders’ Equity
|
$
|
1,549,638
|
|
|
$
|
1,714,050
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Operating Activities
|
|
|
|
||||
|
Net income (loss)
|
$
|
(44,866
|
)
|
|
$
|
45,129
|
|
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
|
|
|
|
|
|||
|
Loss from discontinued operations, net of income taxes (Note 3)
|
—
|
|
|
4,643
|
|
||
|
Depletion, depreciation, accretion and impairment
|
86,154
|
|
|
44,264
|
|
||
|
Deferred tax recovery (Note 8)
|
(2,356
|
)
|
|
(2,260
|
)
|
||
|
Non-cash stock-based compensation
|
(513
|
)
|
|
1,480
|
|
||
|
Unrealized foreign exchange gain
|
(9,037
|
)
|
|
(4,178
|
)
|
||
|
Unrealized financial instruments gain
|
(2,399
|
)
|
|
(2,409
|
)
|
||
|
Cash settlement of asset retirement obligation (Note 7)
|
(1,425
|
)
|
|
—
|
|
||
|
Net change in assets and liabilities from operating activities of continuing operations
|
|
|
|
|
|
||
|
Accounts receivable and other long-term assets
|
13,484
|
|
|
(53,396
|
)
|
||
|
Inventory
|
2,159
|
|
|
(574
|
)
|
||
|
Prepaids
|
528
|
|
|
551
|
|
||
|
Accounts payable and accrued and other long-term liabilities
|
(22,369
|
)
|
|
(16,812
|
)
|
||
|
Taxes receivable and payable
|
(19,983
|
)
|
|
18,461
|
|
||
|
Net cash (used in) provided by operating activities of continuing operations
|
(623
|
)
|
|
34,899
|
|
||
|
Net cash provided by operating activities of discontinued operations
|
—
|
|
|
1,265
|
|
||
|
Net cash (used in) provided by operating activities
|
(623
|
)
|
|
36,164
|
|
||
|
|
|
|
|
||||
|
Investing Activities
|
|
|
|
|
|
||
|
(Increase) decrease in restricted cash
|
(497
|
)
|
|
507
|
|
||
|
Additions to property, plant and equipment
|
(127,770
|
)
|
|
(68,159
|
)
|
||
|
Net cash used in investing activities of continuing operations
|
(128,267
|
)
|
|
(67,652
|
)
|
||
|
Net cash used in investing activities of discontinued operations
|
—
|
|
|
(6,987
|
)
|
||
|
Net cash used in investing activities
|
(128,267
|
)
|
|
(74,639
|
)
|
||
|
|
|
|
|
||||
|
Financing Activities
|
|
|
|
|
|
||
|
Proceeds from issuance of shares of Common Stock (Note 6)
|
502
|
|
|
628
|
|
||
|
Net cash provided by financing activities
|
502
|
|
|
628
|
|
||
|
|
|
|
|
||||
|
Net decrease in cash and cash equivalents
|
(128,388
|
)
|
|
(37,847
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
331,848
|
|
|
428,800
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
203,460
|
|
|
$
|
390,953
|
|
|
|
|
|
|
||||
|
Non-cash investing activities:
|
|
|
|
|
|
||
|
Net liabilities related to property, plant and equipment, end of period
|
$
|
55,335
|
|
|
$
|
87,859
|
|
|
|
Three Months Ended March 31,
|
|
Year Ended December 31,
|
||||
|
|
2015
|
|
2014
|
||||
|
Share Capital
|
|
|
|
||||
|
Balance, beginning of period
|
$
|
10,190
|
|
|
$
|
10,187
|
|
|
Issue of shares of Common Stock (Note 6)
|
—
|
|
|
3
|
|
||
|
Balance, end of period
|
10,190
|
|
|
10,190
|
|
||
|
|
|
|
|
||||
|
Additional Paid in Capital
|
|
|
|
|
|
||
|
Balance, beginning of period
|
1,026,873
|
|
|
1,008,760
|
|
||
|
Exercise of stock options (Note 6)
|
502
|
|
|
11,137
|
|
||
|
Stock-based compensation (Note 6)
|
(422
|
)
|
|
6,976
|
|
||
|
Balance, end of period
|
1,026,953
|
|
|
1,026,873
|
|
||
|
|
|
|
|
||||
|
Retained Earnings
|
|
|
|
|
|
||
|
Balance, beginning of period
|
239,622
|
|
|
410,961
|
|
||
|
Net loss
|
(44,866
|
)
|
|
(171,339
|
)
|
||
|
Balance, end of period
|
194,756
|
|
|
239,622
|
|
||
|
|
|
|
|
||||
|
Total Shareholders’ Equity
|
$
|
1,231,899
|
|
|
$
|
1,276,685
|
|
|
|
Three Months Ended March 31,
|
|||
|
(Thousands of U.S. Dollars)
|
|
2014
|
||
|
Revenue and other income
|
|
$
|
17,824
|
|
|
|
|
|
||
|
Loss from operations of discontinued operations before income taxes
|
|
$
|
(4,172
|
)
|
|
Income tax expense
|
|
(471
|
)
|
|
|
Loss from discontinued operations, net of income taxes
|
|
$
|
(4,643
|
)
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
(Thousands of U.S. Dollars, except per unit of production amounts)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
|
Oil and natural gas sales
|
$
|
74,067
|
|
|
$
|
—
|
|
|
$
|
2,164
|
|
|
$
|
—
|
|
|
$
|
76,231
|
|
|
Interest income
|
67
|
|
|
—
|
|
|
140
|
|
|
214
|
|
|
421
|
|
|||||
|
Depletion, depreciation, accretion and impairment
|
46,255
|
|
|
32,948
|
|
|
6,594
|
|
|
357
|
|
|
86,154
|
|
|||||
|
Depletion, depreciation, accretion and impairment - per unit of production
|
27.41
|
|
|
—
|
|
|
112.50
|
|
|
—
|
|
|
49.35
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
2,928
|
|
|
(35,442
|
)
|
|
(6,881
|
)
|
|
(5,402
|
)
|
|
(44,797
|
)
|
|||||
|
Segment capital expenditures
|
21,367
|
|
|
38,034
|
|
|
13,901
|
|
|
719
|
|
|
74,021
|
|
|||||
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||
|
(Thousands of U.S. Dollars, except per unit of production amounts)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
|
Oil and natural gas sales
|
$
|
144,935
|
|
|
$
|
—
|
|
|
$
|
6,170
|
|
|
$
|
—
|
|
|
$
|
151,105
|
|
|
Interest income
|
137
|
|
|
—
|
|
|
425
|
|
|
188
|
|
|
750
|
|
|||||
|
Depletion, depreciation, accretion and impairment
|
41,250
|
|
|
208
|
|
|
2,579
|
|
|
227
|
|
|
44,264
|
|
|||||
|
Depletion, depreciation, accretion and impairment - per unit of production
|
25.44
|
|
|
—
|
|
|
38.89
|
|
|
—
|
|
|
26.23
|
|
|||||
|
Income (loss) from continuing operations before income taxes
|
86,011
|
|
|
(2,058
|
)
|
|
1,950
|
|
|
(6,422
|
)
|
|
79,481
|
|
|||||
|
Segment capital expenditures
|
50,543
|
|
|
20,893
|
|
|
10,366
|
|
|
299
|
|
|
82,101
|
|
|||||
|
|
As at March 31, 2015
|
||||||||||||||||||
|
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
|
Property, plant and equipment
|
$
|
863,087
|
|
|
$
|
92,194
|
|
|
$
|
155,880
|
|
|
$
|
5,000
|
|
|
$
|
1,116,161
|
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,581
|
|
|||||
|
All other assets
|
146,540
|
|
|
27,002
|
|
|
8,587
|
|
|
148,767
|
|
|
330,896
|
|
|||||
|
Total Assets
|
$
|
1,112,208
|
|
|
$
|
119,196
|
|
|
$
|
164,467
|
|
|
$
|
153,767
|
|
|
$
|
1,549,638
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
As at December 31, 2014
|
||||||||||||||||||
|
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
|
Property, plant and equipment
|
$
|
888,822
|
|
|
$
|
87,028
|
|
|
$
|
148,457
|
|
|
$
|
4,637
|
|
|
$
|
1,128,944
|
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,581
|
|
|||||
|
All other assets
|
157,549
|
|
|
40,613
|
|
|
14,724
|
|
|
269,639
|
|
|
482,525
|
|
|||||
|
Total Assets
|
$
|
1,148,952
|
|
|
$
|
127,641
|
|
|
$
|
163,181
|
|
|
$
|
274,276
|
|
|
$
|
1,714,050
|
|
|
|
As at March 31, 2015
|
|
As at December 31, 2014
|
||||||||||||||||||||
|
(Thousands of U.S. Dollars)
|
Cost
|
|
Accumulated
depletion,
depreciation
and
impairment
|
|
Net book value
|
|
Cost
|
|
Accumulated
depletion,
depreciation
and
impairment
|
|
Net book value
|
||||||||||||
|
Oil and natural gas properties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Proved
|
$
|
1,898,962
|
|
|
$
|
(1,128,304
|
)
|
|
$
|
770,658
|
|
|
$
|
1,876,371
|
|
|
$
|
(1,075,296
|
)
|
|
$
|
801,075
|
|
|
Unproved
|
334,613
|
|
|
—
|
|
|
334,613
|
|
|
316,856
|
|
|
—
|
|
|
316,856
|
|
||||||
|
|
2,233,575
|
|
|
(1,128,304
|
)
|
|
1,105,271
|
|
|
2,193,227
|
|
|
(1,075,296
|
)
|
|
1,117,931
|
|
||||||
|
Furniture and fixtures and leasehold improvements
|
11,355
|
|
|
(8,236
|
)
|
|
3,119
|
|
|
11,177
|
|
|
(8,421
|
)
|
|
2,756
|
|
||||||
|
Computer equipment
|
15,246
|
|
|
(8,220
|
)
|
|
7,026
|
|
|
14,323
|
|
|
(7,461
|
)
|
|
6,862
|
|
||||||
|
Automobiles
|
1,569
|
|
|
(824
|
)
|
|
745
|
|
|
1,787
|
|
|
(392
|
)
|
|
1,395
|
|
||||||
|
Total Property, Plant and Equipment
|
$
|
2,261,745
|
|
|
$
|
(1,145,584
|
)
|
|
$
|
1,116,161
|
|
|
$
|
2,220,514
|
|
|
$
|
(1,091,570
|
)
|
|
$
|
1,128,944
|
|
|
|
RSUs
|
Options
|
||||||
|
|
Number of Outstanding Share Units
|
|
Number of Outstanding Options
|
|
Weighted Average Exercise Price $/Option
|
|||
|
Balance, December 31, 2014
|
1,236,963
|
|
|
13,790,220
|
|
|
5.93
|
|
|
Granted
|
826,450
|
|
|
2,193,260
|
|
|
2.75
|
|
|
Exercised
|
(377,254
|
)
|
|
(200,000
|
)
|
|
(2.51
|
)
|
|
Forfeited
|
(412,893
|
)
|
|
(986,308
|
)
|
|
(6.82
|
)
|
|
Expired
|
—
|
|
|
(380,665
|
)
|
|
(6.05
|
)
|
|
Balance, March 31, 2015
|
1,273,266
|
|
|
14,416,507
|
|
|
5.46
|
|
|
(Thousands of U.S. Dollars)
|
|
Three Months Ended March 31,
|
||||||
|
|
|
2015
|
|
2014
|
||||
|
Compensation (recovery) costs for stock options
|
|
$
|
(422
|
)
|
|
$
|
2,016
|
|
|
Compensation (recovery) costs for RSUs
|
|
(60
|
)
|
|
1,244
|
|
||
|
|
|
(482
|
)
|
|
3,260
|
|
||
|
Less: Stock-based compensation costs capitalized
|
|
(31
|
)
|
|
(783
|
)
|
||
|
Stock-based compensation costs (recovery) expense
|
|
$
|
(513
|
)
|
|
$
|
2,477
|
|
|
|
|
Three Months Ended March 31,
|
||||
|
|
|
2015
|
|
2014
|
||
|
Weighted average number of common and exchangeable shares outstanding
|
|
286,194,315
|
|
|
283,235,202
|
|
|
Weighted average shares issuable pursuant to stock options
|
|
—
|
|
|
14,553,754
|
|
|
Weighted average shares assumed to be purchased from proceeds of stock options
|
|
—
|
|
|
(9,152,052
|
)
|
|
Weighted average number of diluted common and exchangeable shares outstanding
|
|
286,194,315
|
|
|
288,636,904
|
|
|
|
Three Months Ended
|
|
Year Ended
|
||||
|
(Thousands of U.S. Dollars)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Balance, beginning of period
|
$
|
35,812
|
|
|
$
|
21,973
|
|
|
Settlements
|
(1,425
|
)
|
|
(1,137
|
)
|
||
|
Liability incurred
|
432
|
|
|
11,956
|
|
||
|
Liabilities associated with the Argentina business unit sold (Note 3)
|
—
|
|
|
(10,170
|
)
|
||
|
Foreign exchange
|
—
|
|
|
(53
|
)
|
||
|
Accretion
|
304
|
|
|
1,406
|
|
||
|
Revisions in estimated liability
|
52
|
|
|
11,837
|
|
||
|
Balance, end of period
|
$
|
35,175
|
|
|
$
|
35,812
|
|
|
|
|
|
|
||||
|
Asset retirement obligation - current
|
$
|
9,717
|
|
|
$
|
8,026
|
|
|
Asset retirement obligation - long-term
|
25,458
|
|
|
27,786
|
|
||
|
Balance, end of period
|
$
|
35,175
|
|
|
$
|
35,812
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
|
(Loss) income from continuing operations before income taxes
|
|
|
|
||||
|
United States
|
$
|
(2,068
|
)
|
|
$
|
(5,078
|
)
|
|
Foreign
|
(42,729
|
)
|
|
84,559
|
|
||
|
|
(44,797
|
)
|
|
79,481
|
|
||
|
|
35
|
%
|
|
35
|
%
|
||
|
Income tax (recovery) expense from continuing operations expected
|
(15,679
|
)
|
|
27,818
|
|
||
|
Foreign currency translation adjustments
|
(1,043
|
)
|
|
(1,714
|
)
|
||
|
Impact of foreign taxes
|
334
|
|
|
(921
|
)
|
||
|
Other local taxes
|
1,597
|
|
|
842
|
|
||
|
Stock-based compensation
|
194
|
|
|
736
|
|
||
|
Increase in valuation allowance
|
12,674
|
|
|
3,190
|
|
||
|
Non-deductible third party royalty in Colombia
|
927
|
|
|
2,223
|
|
||
|
Other permanent differences
|
1,065
|
|
|
(2,465
|
)
|
||
|
Total income tax expense from continuing operations
|
$
|
69
|
|
|
$
|
29,709
|
|
|
|
|
|
|
||||
|
Current income tax expense from continuing operations
|
|
|
|
||||
|
United States
|
$
|
225
|
|
|
$
|
357
|
|
|
Foreign
|
2,200
|
|
|
31,612
|
|
||
|
|
2,425
|
|
|
31,969
|
|
||
|
Deferred income tax recovery from continuing operations
|
|
|
|
||||
|
Foreign
|
(2,356
|
)
|
|
(2,260
|
)
|
||
|
Total income tax expense from continuing operations
|
$
|
69
|
|
|
$
|
29,709
|
|
|
|
As at
|
||||||
|
(Thousands of U.S. Dollars)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Deferred Tax Assets
|
|
|
|
|
|
||
|
Tax benefit of operating loss carryforwards
|
$
|
49,447
|
|
|
$
|
51,248
|
|
|
Tax basis in excess of book basis
|
121,340
|
|
|
108,120
|
|
||
|
Foreign tax credits and other accruals
|
19,179
|
|
|
20,369
|
|
||
|
Tax benefit of capital loss carryforwards
|
29,445
|
|
|
29,984
|
|
||
|
Deferred tax assets before valuation allowance
|
219,411
|
|
|
209,721
|
|
||
|
Valuation allowance
|
(218,423
|
)
|
|
(207,568
|
)
|
||
|
|
$
|
988
|
|
|
$
|
2,153
|
|
|
|
|
|
|
||||
|
Deferred tax assets - current
|
$
|
420
|
|
|
$
|
1,552
|
|
|
Deferred tax assets - long-term
|
568
|
|
|
601
|
|
||
|
|
988
|
|
|
2,153
|
|
||
|
Deferred tax liabilities - current
|
(1,622
|
)
|
|
(1,040
|
)
|
||
|
Deferred tax liabilities - long-term
|
(158,932
|
)
|
|
(175,324
|
)
|
||
|
|
(160,554
|
)
|
|
(176,364
|
)
|
||
|
Net Deferred Tax Liabilities
|
$
|
(159,566
|
)
|
|
$
|
(174,211
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
(Thousands of U.S. Dollars)
|
|
|
|
||||
|
Unrecognized tax benefit relating to continuing operations at beginning of period
|
$
|
3,300
|
|
|
$
|
2,900
|
|
|
Decreases for positions relating to prior year
|
(100
|
)
|
|
(100
|
)
|
||
|
Increases for positions relating to prior year
|
—
|
|
|
500
|
|
||
|
Unrecognized tax benefit relating to continuing operations at end of period
|
$
|
3,200
|
|
|
$
|
3,300
|
|
|
|
|
As at
|
||||||
|
(Thousands of U.S. Dollars)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Trading securities
|
|
$
|
7,998
|
|
|
$
|
7,586
|
|
|
|
|
|
|
|
||||
|
Foreign currency derivative liability
|
|
$
|
1,070
|
|
|
$
|
3,057
|
|
|
Contingent consideration liability
|
|
1,061
|
|
|
1,061
|
|
||
|
|
|
$
|
2,131
|
|
|
$
|
4,118
|
|
|
(Thousands of U.S. Dollars)
|
Three Months Ended March 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
Trading securities gain
|
$
|
(412
|
)
|
|
$
|
—
|
|
|
Foreign currency derivatives loss (gain)
|
370
|
|
|
(2,409
|
)
|
||
|
|
$
|
(42
|
)
|
|
$
|
(2,409
|
)
|
|
Forward Contracts
|
|||||||
|
Currency
|
|
Contract Type
|
Notional (Millions of Colombian Pesos)
|
Weighted Average Fixed Rate Received (Colombian Pesos - U.S. Dollars)
|
Expiration
|
||
|
Colombian pesos
|
|
Buy
|
12,468.2
|
|
2,116
|
|
April 2015
|
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||
|
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
|
Severance expenses
|
$
|
1,166
|
|
|
$
|
523
|
|
|
$
|
109
|
|
|
$
|
2,580
|
|
|
$
|
4,378
|
|
|
(Thousands of U.S. Dollars)
|
Three Months Ended March 31, 2015
|
||
|
Balance, beginning of period
|
$
|
—
|
|
|
Liability incurred
|
4,378
|
|
|
|
Settlements
|
(1,858
|
)
|
|
|
Balance, end of period
|
$
|
2,520
|
|
|
|
|
Three Months Ended March 31,
|
|||||||
|
|
|
2015
|
2014
|
% Change
|
|||||
|
Production (BOEPD) (1)(2)
|
|
19,399
|
|
18,753
|
|
3
|
|
||
|
|
|
|
|
|
|
||||
|
Prices Realized - per BOE (1)
|
|
$
|
43.66
|
|
$
|
89.53
|
|
(51
|
)
|
|
|
|
|
|
|
|
||||
|
Revenue and Other Income ($000s) (1)
|
|
$
|
76,652
|
|
$
|
151,855
|
|
(50
|
)
|
|
|
|
|
|
|
|
||||
|
(Loss) Income from Continuing Operations ($000s) (1)
|
|
$
|
(44,866
|
)
|
$
|
49,772
|
|
(190
|
)
|
|
Loss from Discontinued Operations, Net of Income Taxes ($000s)
|
|
—
|
|
(4,643
|
)
|
100
|
|
||
|
Net Income (Loss) ($000s)
|
|
$
|
(44,866
|
)
|
$
|
45,129
|
|
(199
|
)
|
|
|
|
|
|
|
|
||||
|
(Loss) Income Per Share - Basic
|
|
|
|
|
|||||
|
(Loss) Income from Continuing Operations (1)
|
|
$
|
(0.16
|
)
|
$
|
0.18
|
|
(189
|
)
|
|
Loss from Discontinued Operations, Net of Income Taxes
|
|
—
|
|
(0.02
|
)
|
100
|
|
||
|
Net Income (Loss)
|
|
$
|
(0.16
|
)
|
$
|
0.16
|
|
(200
|
)
|
|
|
|
|
|
|
|||||
|
(Loss) Income Per Share - Diluted
|
|
|
|
|
|||||
|
(Loss) Income from Continuing Operations (1)
|
|
$
|
(0.16
|
)
|
$
|
0.18
|
|
(189
|
)
|
|
Loss from Discontinued Operations, Net of Income Taxes
|
|
—
|
|
(0.02
|
)
|
100
|
|
||
|
Net Income (Loss)
|
|
$
|
(0.16
|
)
|
$
|
0.16
|
|
(200
|
)
|
|
|
|
|
|
|
|||||
|
Funds Flow from Continuing Operations ($000s) (1)(3)
|
|
$
|
25,558
|
|
$
|
86,669
|
|
(71
|
)
|
|
|
|
|
|
|
|
||||
|
Capital Expenditures for Continuing Operations ($000s) (1)
|
|
$
|
74,021
|
|
$
|
82,101
|
|
(10
|
)
|
|
|
As at
|
|||||||
|
|
March 31, 2015
|
December 31, 2014
|
% Change
|
|||||
|
Cash & Cash Equivalents ($000s)
|
$
|
203,460
|
|
$
|
331,848
|
|
(39
|
)
|
|
|
|
|
|
|||||
|
Working Capital (including Cash & Cash Equivalents) ($000s)
|
$
|
181,250
|
|
$
|
239,824
|
|
(24
|
)
|
|
|
|
|
|
|||||
|
Property, Plant & Equipment ($000s)
|
$
|
1,116,161
|
|
$
|
1,128,944
|
|
(1
|
)
|
|
|
|
Three Months Ended March 31,
|
||||||
|
Funds Flow From Continuing Operations - Non-GAAP Measure ($000s)
|
|
2015
|
|
2014
|
||||
|
Net income (loss)
|
|
$
|
(44,866
|
)
|
|
$
|
45,129
|
|
|
Adjustments to reconcile net income (loss) to funds flow from continuing operations
|
|
|
|
|
||||
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
4,643
|
|
||
|
DD&A expenses
|
|
86,154
|
|
|
44,264
|
|
||
|
Deferred tax recovery
|
|
(2,356
|
)
|
|
(2,260
|
)
|
||
|
Non-cash stock-based compensation
|
|
(513
|
)
|
|
1,480
|
|
||
|
Unrealized foreign exchange gain
|
|
(9,037
|
)
|
|
(4,178
|
)
|
||
|
Unrealized financial instruments gain
|
|
(2,399
|
)
|
|
(2,409
|
)
|
||
|
Cash settlement of asset retirement obligation
|
|
(1,425
|
)
|
|
—
|
|
||
|
Funds flow from continuing operations
|
|
$
|
25,558
|
|
|
$
|
86,669
|
|
|
•
|
Oil and gas production, NAR before inventory adjustments and losses, was
20,140
BOEPD for the
three months ended March 31, 2015
, compared with
19,029
BOEPD in the corresponding period in
2014
. In the
three months ended March 31, 2015
, production from new wells in the Moqueta field in the Chaza Block in Colombia had a positive effect on production. Production from the Costayaco field in the Chaza Block was consistent with the comparable period. Production in the
three months ended March 31, 2015
, was
86%
from the Chaza Block in Colombia.
|
|
•
|
Oil and gas production, NAR and adjusted for inventory changes and losses,
increase
d by
3%
to
19,399
BOEPD for the
three months ended March 31, 2015
, compared with
18,753
BOEPD in the corresponding period in
2014
. During the
three months ended March 31, 2015
, an
increase
in oil inventory and losses ("oil inventory") accounted for
66,653
barrels or
741
bopd of
reduced
production compared with an oil inventory
increase
which accounted for
24,784
barrels or
276
bopd of
reduced
production in the corresponding period in
2014
.
|
|
•
|
For the
three months ended March 31, 2015
, revenue and other income
decrease
d by
50%
to
$76.7 million
compared with
$151.9 million
in the corresponding period in
2014
. The
decrease
was primarily due to the effect of
lower
realized prices. The average price realized per BOE
decrease
d by
51%
to
$43.66
for the
three months ended March 31, 2015
, from
$89.53
in the comparable period in
2014
.
|
|
•
|
Loss
from continuing operations for the
three months ended March 31, 2015
, was
$44.9 million
, or
$0.16
per share basic and diluted, compared with
income
from continuing operations of
$49.8 million
, or
$0.18
per share basic and diluted, in the corresponding period in
2014
. In the
three months ended March 31, 2015
, we recorded impairment losses of
$32.7 million
in our Peru cost center relating to costs incurred on Block 95 and
$4.3 million
in our Brazil cost center due to lower oil prices. Additionally, loss from continuing operations was impacted by
decrease
d oil and natural gas sales as a result of
lower
realized oil prices,
higher
operating, DD&A, severance and equity tax expenses and
lower
financial instrument
gains
which were partially offset by
lower
general and administrative ("G&A") expenses,
increase
d foreign exchange
gain
s and
lower
income tax expenses.
|
|
•
|
Net
loss
was
$44.9 million
, or
$0.16
per share basic and diluted, for the
three months ended March 31, 2015
, compared with net
income of
$45.1 million
, or
$0.16
per share basic and diluted, in the corresponding period in
2014
. In the
three months ended March 31, 2015
, we recorded impairment losses of
$32.7 million
and
$4.3 million
in our Peru and Brazil cost centers, respectively.
|
|
•
|
For the
three months ended March 31, 2015
, funds flow from continuing operations
decrease
d by
71%
to
$25.6 million
primarily due to
decrease
d oil and natural gas sales as a result of
lower
oil realized prices,
higher
operating, severance and equity tax expenses, and
higher
realized financial instrument
loss
es, partially offset by
lower
G&A expenses,
higher
realized foreign exchange
gain
s and
lower
income tax expenses.
|
|
•
|
Cash and cash equivalents were
$203.5 million
at
March 31, 2015
, compared with
$331.8 million
at
December 31, 2014
. The
decrease
in cash and cash equivalents for the
three months ended March 31, 2015
, was primarily the result of capital expenditures incurred during the quarter of
$74.0 million
(
$21.4 million
in Colombia,
$38.0 million
in Peru,
$13.9 million
in Brazil and
$0.7 million
Corporate),
$53.8 million
of net cash outflows related to changes in assets and liabilities associated with investing activities (
$45.1 million
outflow in Colombia,
$9.4 million
outflow in Peru, and a
|
|
•
|
Working capital (including cash and cash equivalents) was
$181.3 million
at
March 31, 2015
, a
$58.6 million
decrease
from
December 31, 2014
. The
decrease
in working capital was primarily a result of a
$128.3 million
decrease in cash and cash equivalents, an
$18.4 million
decrease in accounts receivable primarily due to lower revenues, a
$1.2 million
decrease in inventory, a
$1.7 million
increase in the current portion of asset retirement obligation and a
$1.7 million
increase in net deferred tax liabilities, partially offset by a
$83.1 million
decrease in accounts payable and accrued liabilities due to lower drilling activity and lower accruals for royalties due to lower oil prices, a
$2.0 million
decrease in the foreign currency derivative and a
$9.0 million
decrease in net taxes
payable
primarily due to lower current income taxes for 2015 in Colombia.
|
|
•
|
Property, plant and equipment at
March 31, 2015
, was
$1.1 billion
, a
decrease
of
$12.8 million
from
December 31, 2014
, as a result of
$74.0 million
of capital expenditures, which were more than offset by
$86.8 million
of depletion, depreciation and impairment expenses, including an impairment losses of
$32.7 million
and
$4.3 million
in our Peru and Brazil cost centers, respectively.
|
|
•
|
Capital expenditures for continuing operations for the
three months ended March 31, 2015
, were
$74.0 million
compared with
$82.1 million
for the
three months ended March 31, 2014
. In
2015
, these capital expenditures included drilling of
$32.7 million
, geological and geophysical (“G&G”) of
$21.8 million
, facilities of
$16.9 million
and other expenditures of
$2.6 million
.
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|||||
|
Oil and natural gas sales (1)
|
|
$
|
76,231
|
|
|
$
|
151,105
|
|
|
(50
|
)
|
|
Interest income (1)
|
|
421
|
|
|
750
|
|
|
(44
|
)
|
||
|
|
|
76,652
|
|
|
151,855
|
|
|
(50
|
)
|
||
|
|
|
|
|
|
|
|
|||||
|
Operating expenses (1)
|
|
31,434
|
|
|
21,866
|
|
|
44
|
|
||
|
DD&A expenses (1)
|
|
86,154
|
|
|
44,264
|
|
|
95
|
|
||
|
G&A expenses (1)
|
|
7,294
|
|
|
12,863
|
|
|
(43
|
)
|
||
|
Severance expenses (1)
|
|
4,378
|
|
|
—
|
|
|
—
|
|
||
|
Equity tax (1)
|
|
3,769
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange gain (1)
|
|
(11,538
|
)
|
|
(4,210
|
)
|
|
(174
|
)
|
||
|
Financial instruments gain (1)
|
|
(42
|
)
|
|
(2,409
|
)
|
|
98
|
|
||
|
|
|
121,449
|
|
|
72,374
|
|
|
68
|
|
||
|
|
|
|
|
|
|
|
|||||
|
(Loss) income from continuing operations before income taxes (1)
|
|
(44,797
|
)
|
|
79,481
|
|
|
(156
|
)
|
||
|
Income tax expense (1)
|
|
(69
|
)
|
|
(29,709
|
)
|
|
(100
|
)
|
||
|
(Loss) income from continuing operations (1)
|
|
(44,866
|
)
|
|
49,772
|
|
|
(190
|
)
|
||
|
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(4,643
|
)
|
|
100
|
|
||
|
Net income (loss)
|
|
$
|
(44,866
|
)
|
|
$
|
45,129
|
|
|
(199
|
)
|
|
|
|
|
|
|
|
|
|||||
|
Production (1)(2)
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
|
Oil and NGL's, bbl
|
|
1,734,898
|
|
|
1,676,977
|
|
|
3
|
|
||
|
Natural gas, Mcf
|
|
66,026
|
|
|
64,779
|
|
|
2
|
|
||
|
Total production, BOE
|
|
1,745,902
|
|
1,687,774
|
|
3
|
|
||||
|
|
|
|
|
|
|
|
|||||
|
Average Prices (1)
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||
|
Oil and NGL's per bbl
|
|
$
|
43.79
|
|
|
$
|
89.89
|
|
|
(51
|
)
|
|
Natural gas per Mcf
|
|
$
|
3.87
|
|
|
$
|
5.48
|
|
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
||||
|
Consolidated Results of Operations per BOE
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
Oil and natural gas sales (1)
|
|
$
|
43.66
|
|
|
$
|
89.53
|
|
|
(51
|
)
|
|
Interest income (1)
|
|
0.24
|
|
|
0.44
|
|
|
(45
|
)
|
||
|
|
|
43.90
|
|
|
89.97
|
|
|
(51
|
)
|
||
|
|
|
|
|
|
|
|
|
||||
|
Operating expenses (1)
|
|
18.00
|
|
|
12.96
|
|
|
39
|
|
||
|
DD&A expenses (1)
|
|
49.35
|
|
|
26.23
|
|
|
88
|
|
||
|
G&A expenses (1)
|
|
4.18
|
|
|
7.62
|
|
|
(45
|
)
|
||
|
Severance expenses (1)
|
|
2.51
|
|
|
—
|
|
|
—
|
|
||
|
Equity tax (1)
|
|
2.16
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange gain (1)
|
|
(6.61
|
)
|
|
(2.49
|
)
|
|
(165
|
)
|
||
|
Financial instruments gain (1)
|
|
(0.02
|
)
|
|
(1.43
|
)
|
|
99
|
|
||
|
|
|
69.57
|
|
42.89
|
|
62
|
|
||||
|
|
|
|
|
|
|
|
|
||||
|
(Loss) income from continuing operations before income taxes (1)
|
|
(25.67
|
)
|
|
47.08
|
|
|
(155
|
)
|
||
|
Income tax expense (1)
|
|
(0.04
|
)
|
|
(17.60
|
)
|
|
(100
|
)
|
||
|
(Loss) income from continuing operations (1)
|
|
$
|
(25.71
|
)
|
|
$
|
29.48
|
|
|
(187
|
)
|
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|||||
|
Oil and natural gas sales
|
|
|
$
|
74,067
|
|
|
$
|
144,935
|
|
|
(49
|
)
|
|
Interest income
|
|
|
67
|
|
|
137
|
|
|
(51
|
)
|
||
|
|
|
|
74,134
|
|
|
145,072
|
|
|
(49
|
)
|
||
|
|
|
|
|
|
|
|
|
|||||
|
Operating expenses
|
|
|
29,974
|
|
|
20,205
|
|
|
48
|
|
||
|
DD&A expenses
|
|
|
46,255
|
|
|
41,250
|
|
|
12
|
|
||
|
G&A expenses
|
|
|
2,716
|
|
|
4,383
|
|
|
(38
|
)
|
||
|
Severance expenses
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
||
|
Equity tax
|
|
|
3,769
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange gain
|
|
|
(13,043
|
)
|
|
(4,368
|
)
|
|
(199
|
)
|
||
|
Financial instruments loss (gain)
|
|
|
369
|
|
|
(2,409
|
)
|
|
115
|
|
||
|
|
|
|
71,206
|
|
|
59,061
|
|
|
21
|
|
||
|
|
|
|
|
|
|
|
|
|||||
|
Income from continuing operations before income taxes
|
|
|
$
|
2,928
|
|
|
$
|
86,011
|
|
|
(97
|
)
|
|
|
|
|
|
|
|
|
|
|||||
|
Production (1)
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Oil and NGL's, bbl
|
|
|
1,676,287
|
|
|
1,610,655
|
|
|
4
|
|
||
|
Natural gas, Mcf
|
|
|
66,026
|
|
|
64,779
|
|
|
2
|
|
||
|
Total production, BOE
|
|
|
1,687,291
|
|
|
1,621,452
|
|
|
4
|
|
||
|
|
|
|
|
|
|
|
|
|||||
|
Average Prices
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Oil and NGL's per bbl
|
|
|
$
|
44.03
|
|
|
$
|
89.73
|
|
|
(51
|
)
|
|
Natural gas per Mcf
|
|
|
$
|
3.87
|
|
|
$
|
6.34
|
|
|
(39
|
)
|
|
|
|
|
|
|
|
|
|
|||||
|
Segmented Results of Operations per BOE
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||
|
Oil and natural gas sales
|
|
|
$
|
43.90
|
|
|
$
|
89.39
|
|
|
(51
|
)
|
|
Interest income
|
|
|
0.04
|
|
|
0.08
|
|
|
(50
|
)
|
||
|
|
|
|
43.94
|
|
|
89.47
|
|
|
(51
|
)
|
||
|
|
|
|
|
|
|
|
|
|||||
|
Operating expenses
|
|
|
17.76
|
|
|
12.46
|
|
|
43
|
|
||
|
DD&A expenses
|
|
|
27.41
|
|
|
25.44
|
|
|
8
|
|
||
|
G&A expenses
|
|
|
1.61
|
|
|
2.70
|
|
|
(40
|
)
|
||
|
Severance expenses
|
|
|
0.69
|
|
|
—
|
|
|
—
|
|
||
|
Equity tax
|
|
|
2.23
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange gain
|
|
|
(7.73
|
)
|
|
(2.69
|
)
|
|
(187
|
)
|
||
|
Financial instruments loss (gain)
|
|
|
0.22
|
|
|
(1.49
|
)
|
|
115
|
|
||
|
|
|
|
42.19
|
|
|
36.42
|
|
|
16
|
|
||
|
|
|
|
|
|
|
|
|
|||||
|
Income from continuing operations before income taxes
|
|
|
$
|
1.75
|
|
|
$
|
53.05
|
|
|
(97
|
)
|
|
(1)
|
Production represents production volumes NAR adjusted for inventory changes and losses.
|
|
|
|
Three Months Ended March 31,
|
||||||
|
(Millions of U.S. Dollars)
|
|
2015
|
|
2014
|
||||
|
Drilling and completions
|
|
$
|
11.0
|
|
|
$
|
30.6
|
|
|
G&G
|
|
6.0
|
|
|
11.1
|
|
||
|
Facilities and equipment
|
|
3.2
|
|
|
6.2
|
|
||
|
Other
|
|
1.2
|
|
|
2.6
|
|
||
|
|
|
$
|
21.4
|
|
|
$
|
50.5
|
|
|
•
|
On the Chaza Block (100% working interest ("WI"), operated), we successfully completed, stimulated and tied-in the Moqueta-17 development well in the Moqueta field as an oil producer. We also drilled the Moqueta-18i development well and encountered mechanical difficulties. The well is currently suspended pending the results of injectivity testing at the Zapotero-1 well, which is interpreted to be in the same fault compartment as Moqueta 18i (the Moqueta South Block).
|
|
•
|
We completed the acquisition of 2-D seismic on the Cauca-7 (100% WI, operated) and Sinu-3 (51% WI, operated) Blocks and continued activities in preparation for the acquisition of 2-D seismic on the Putumayo-10 Block (100% WI, operated). We also commenced environmental impact assessments ("EIA"s) for future drilling on the Sinu-3 Block.
|
|
•
|
We continued facilities work at the Costayaco and Moqueta fields on the Chaza Block.
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|||||
|
DD&A expenses
|
|
32,948
|
|
|
208
|
|
|
—
|
|
||
|
G&A expenses
|
|
1,040
|
|
|
1,642
|
|
|
(37
|
)
|
||
|
Severance expenses
|
|
523
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange loss
|
|
931
|
|
|
208
|
|
|
348
|
|
||
|
|
|
35,442
|
|
|
2,058
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|||||
|
Loss from continuing operations before income taxes
|
|
$
|
(35,442
|
)
|
|
$
|
(2,058
|
)
|
|
—
|
|
|
•
|
On Block 95 (100% WI, operated), we completed drilling operations on the Bretaña Sur 95-3-4-1X appraisal well on the L4 lobe on the Bretaña field, which satisfied our work obligation for the fifth exploration period. We encountered approximately six feet of oil pay above the oil-water contact in the Vivian Sandstone Reservoir. This oil column is less than what we had estimated prior to drilling. As previously discussed, in February 2015, we ceased all further development expenditures on the Bretaña field on Block 95 other than what is necessary to maintain tangible asset integrity and security. Prior to the decision to cease further development expenditures on the Bretaña field, we
|
|
•
|
On Block 107 (100% WI, operated), we acquired 2-D seismic, commenced planning activities for the Osheki-1 exploration well and preparations for the refurbishment of the base camp and planned Osheki-1 well location. Both of these planning activities were suspended at the end of February 2015. Interpretation and processing of the 2-D seismic is ongoing.
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
2015
|
|
2014
|
|
% Change
|
|||||
|
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|||||
|
Oil sales
|
$
|
2,164
|
|
|
$
|
6,170
|
|
|
(65
|
)
|
|
Interest income
|
140
|
|
|
425
|
|
|
(67
|
)
|
||
|
|
2,304
|
|
|
6,595
|
|
|
(65
|
)
|
||
|
|
|
|
|
|
|
|||||
|
Operating expenses
|
1,459
|
|
|
1,660
|
|
|
(12
|
)
|
||
|
DD&A expenses
|
6,594
|
|
|
2,579
|
|
|
156
|
|
||
|
G&A expenses
|
627
|
|
|
651
|
|
|
(4
|
)
|
||
|
Severance expenses
|
109
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange loss (gain)
|
396
|
|
|
(245
|
)
|
|
262
|
|
||
|
|
9,185
|
|
|
4,645
|
|
|
98
|
|
||
|
|
|
|
|
|
|
|||||
|
(Loss) income from continuing operations before income taxes
|
$
|
(6,881
|
)
|
|
$
|
1,950
|
|
|
(453
|
)
|
|
|
|
|
|
|
|
|
||||
|
Production (1)
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
Oil and NGL's, bbl
|
58,611
|
|
|
66,322
|
|
|
(12
|
)
|
||
|
|
|
|
|
|
|
|||||
|
Average Prices
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
Oil and NGL's per bbl
|
$
|
36.92
|
|
|
$
|
93.03
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|||||
|
Segmented Results of Operations per bbl
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|||||
|
Oil sales
|
$
|
36.92
|
|
|
$
|
93.03
|
|
|
(60
|
)
|
|
Interest income
|
2.39
|
|
|
6.41
|
|
|
(63
|
)
|
||
|
|
39.31
|
|
|
99.44
|
|
|
(60
|
)
|
||
|
|
|
|
|
|
|
|||||
|
Operating expenses
|
24.89
|
|
|
25.03
|
|
|
(1
|
)
|
||
|
DD&A expenses
|
112.50
|
|
|
38.89
|
|
|
189
|
|
||
|
G&A expenses
|
10.70
|
|
|
9.82
|
|
|
9
|
|
||
|
Severance expenses
|
1.86
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange loss (gain)
|
6.76
|
|
|
(3.69
|
)
|
|
283
|
|
||
|
|
156.71
|
|
|
70.05
|
|
|
124
|
|
||
|
|
|
|
|
|
|
|||||
|
(Loss) income from continuing operations before income taxes
|
$
|
(117.40
|
)
|
|
$
|
29.39
|
|
|
(499
|
)
|
|
(1)
|
Production represents production volumes NAR adjusted for inventory changes and losses.
|
|
•
|
On Blocks REC-T-86, Block REC-T-117 and Block REC-T-118 (100% WI, operated)), we completed the acquisition of 3-D seismic. Processing of the 3-D seismic is ongoing.
|
|
•
|
On Block REC-T-155 (100% WI, operated), we initiated construction of an infield gas pipeline between the Tiê facilities and 3-GTE-03-BA.
|
|
|
|
Three Months Ended March 31,
|
|||||||||
|
|
|
2015
|
|
2014 (1)
|
|
% Change
|
|||||
|
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|||||
|
Interest income
|
|
$
|
214
|
|
|
$
|
188
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
||||
|
DD&A expenses
|
|
357
|
|
|
227
|
|
|
57
|
|
||
|
G&A expenses
|
|
2,911
|
|
|
6,188
|
|
|
(53
|
)
|
||
|
Severance expenses
|
|
2,580
|
|
|
—
|
|
|
—
|
|
||
|
Foreign exchange loss
|
|
180
|
|
|
195
|
|
|
(8
|
)
|
||
|
Financial instruments gain
|
|
(412
|
)
|
|
—
|
|
|
—
|
|
||
|
|
|
5,616
|
|
|
6,610
|
|
|
(15
|
)
|
||
|
|
|
|
|
|
|
|
|
||||
|
Loss from continuing operations before income taxes
|
|
$
|
(5,402
|
)
|
|
$
|
(6,422
|
)
|
|
16
|
|
|
|
|
As at March 31, 2015
|
|||||||
|
Currency
|
|
Contract Type
|
Notional (Millions of Colombian Pesos)
|
Weighted Average Fixed Rate Received (Colombian Pesos - U.S. Dollars)
|
Fair Value of the Forward Contracts (thousands of U.S. Dollars)
|
Expiration
|
|||
|
Colombian pesos
|
|
Buy
|
12,468.2
|
|
2,116
|
|
(1,070
|
)
|
April 2015
|
|
|
|
As at December 31, 2014
|
|||||||
|
Currency
|
|
Contract Type
|
Notional (Millions of Colombian Pesos)
|
Weighted Average Fixed Rate Received (Colombian Pesos - U.S. Dollars)
|
Fair Value of the Forward Contracts (thousands of U.S. Dollars)
|
Expiration
|
|||
|
Colombian pesos
|
|
Buy
|
51,597.5
|
|
2,006
|
|
(4,175
|
)
|
February and April 2015
|
|
Colombian pesos
|
|
Sell
|
10,275.3
|
|
1,895
|
|
1,118
|
|
February 2015
|
|
•
|
expand our systems effectively or efficiently or in a timely manner;
|
|
•
|
allocate our human resources optimally;
|
|
•
|
identify and hire qualified employees or retain valued employees; or
|
|
•
|
incorporate effectively the components of any business that we may acquire in our effort to achieve growth.
|
|
•
|
all bilateral aid, except anti-narcotics and humanitarian aid, would be suspended;
|
|
•
|
the Export-Import Bank of the United States and the Overseas Private Investment Corporation would not approve financing for new projects in Colombia;
|
|
•
|
United States representatives at multilateral lending institutions would be required to vote against all loan requests from Colombia, although such votes would not constitute vetoes; and
|
|
•
|
the President of the United States and Congress would retain the right to apply future trade sanctions.
|
|
•
|
responding to the proxy contest is costly and time-consuming, is a significant distraction for our board of directors, management and employees and diverts the attention of our board of directors and senior management from the pursuit of our business strategy, which could adversely affect our results of operations and financial condition.
|
|
•
|
perceived uncertainties as to our future direction, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team, including our chief executive officer, may lead to the perception of a change in the direction of our business, instability or lack of continuity which may be exploited by our competitors, and may result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners.
|
|
•
|
we may choose to initiate or may become subject to, litigation as a result of the proxy contest or matters arising from the proxy contest, which would serve as a further distraction to our board of directors, management and employees and would require us to incur significant additional costs.
|
|
•
|
dilution caused by our issuance of additional shares of Common Stock and other forms of equity securities, which we expect to make in connection with acquisitions of other companies or assets;
|
|
•
|
announcements of new acquisitions, reserve discoveries or other business initiatives by our competitors;
|
|
•
|
fluctuations in revenue from our oil and natural gas business;
|
|
•
|
changes in the market and/or WTI or Brent price for oil and natural gas commodities and/or in the capital markets generally, or under our credit agreement;
|
|
•
|
changes in the demand for oil and natural gas, including changes resulting from the introduction or expansion of alternative fuels;
|
|
•
|
changes in the social, political and/or legal climate in the regions in which we will operate;
|
|
•
|
changes in the valuation of similarly situated companies, both in our industry and in other industries;
|
|
•
|
changes in analysts’ estimates affecting us, our competitors and/or our industry;
|
|
•
|
changes in the accounting methods used in or otherwise affecting our industry;
|
|
•
|
changes in independent reserve estimates related to our oil and gas properties;
|
|
•
|
announcements of technological innovations or new products available to the oil and natural gas industry;
|
|
•
|
announcements by relevant governments pertaining to incentives for alternative energy development programs;
|
|
•
|
fluctuations in interest rates, exchange rates and the availability of capital in the capital markets; and
|
|
•
|
significant sales of shares of our Common Stock, including sales by future investors in future offerings we expect to make to raise additional capital.
|
|
•
|
quarterly variations in our revenues and operating expenses and/or results of our operations; and
|
|
•
|
additions and departures of key personnel.
|
|
•
|
updated reserve estimates by independent parties.
|
|
•
|
announcements regarding the proxy contest for our 2015 annual meeting of stockholders or the outcome thereof, as well other actions by stockholder activists;
|
|
Date: May 6, 2015
|
|
/s/ Jeffrey Scott
|
|
|
|
By: Jeffrey Scott
|
|
|
|
Executive Chairman of the Board, Director
|
|
|
|
(Principal Executive Officer)
|
|
Date: May 6, 2015
|
|
/s/ Duncan Nightingale
|
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By: Duncan Nightingale
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Interim President and Chief Executive Officer
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(Principal Executive Officer)
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Date: May 6, 2015
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/s/ James Rozon
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By: James Rozon
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Exhibit No.
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Description
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Reference
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2.1
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Arrangement Agreement, dated as of July 28, 2008, by and among Gran Tierra Energy Inc., Solana Resources Limited and Gran Tierra Exchangeco Inc.
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Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on August 1, 2008 (SEC File No. 001-34018).
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2.2
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Amendment No. 2 to Arrangement Agreement, which supersedes Amendment No. 1 thereto and includes the Plan of Arrangement, including appendices.
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Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-3, filed with the SEC on October 10, 2008 (SEC File No. 333-153376).
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2.3
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Arrangement Agreement, dated January 17, 2011, by and between Gran Tierra Energy Inc. and Petrolifera Petroleum Limited.
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Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on January 21, 2011 (SEC File No. 001-34018).
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2.4
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Share Purchase and Sale Offer, dated May 29, 2014, by Gran Tierra Petroco Inc. +
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Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on July 1, 2014 (SEC File No. 001-34018).
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2.5
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Share Purchase and Sale Offer, dated May 29, 2014, by Gran Tierra Energy Inc., an Alberta corporation, and PCESA Petroleros Canadienses De Ecuador S.A. +
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Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K, filed with the SEC on July 1, 2014 (SEC File No. 001-34018).
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3.1
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Amended and Restated Articles of Incorporation.
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Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K, filed with the SEC on February 26, 2014 (SEC File No. 001-34018).
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3.2
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Amended and Restated Bylaws of Gran Tierra Energy Inc.
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Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on February 26, 2014 (SEC File No. 001-34018).
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4.1
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Reference is made to Exhibits 3.1 to 3.2.
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4.2
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Details of the Goldstrike Special Voting Share.
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Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-KSB/A for the period ended December 31, 2005, and filed with the SEC on April 21, 2006 (SEC File No. 333-111656).
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4.3
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Goldstrike Exchangeable Share Provisions.
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Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB/A for the period ended December 31, 2005, and filed with the SEC on April 21, 2006 (SEC File No. 333-111656).
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4.4
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Provisions Attaching to the GTE–Solana Exchangeable Shares.
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Incorporated by reference to Annex E to the Proxy Statement on Schedule 14A filed with the SEC on October 14, 2008 (SEC File No. 001-34018).
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10.1
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2014 Executive Officer Cash Bonus Compensation and 2015 Cash Compensation Arrangements.
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Incorporated by reference to Item 5.02 of the Current Report on Form 8-K, filed with the SEC on February 25, 2015, with respect to 2014 Cash Bonus Compensation and 2015 Cash Compensation Arrangements (SEC File No. 001-34018).
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10.2
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Executive Employment Agreement dated February 2, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Jeffrey Scott
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Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K, filed with the SEC on March 2, 2015 (SEC File No. 001-34018).
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10.3
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Amendment to Executive Employment Agreement dated February 19, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale.
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Filed herewith.
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31.1
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Certification of Principal Executive Officer.
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Filed herewith.
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31.2
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Certification of Principal Financial Officer.
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Filed herewith.
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31.3
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Certification of Principal Executive Officer.
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Filed herewith.
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32.1
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Section 1350 Certifications.
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Filed herewith.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
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