Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Expressed in U.S. Dollars, unless otherwise indicated)
1. Description of Business
Gran Tierra Energy Inc., a Delaware corporation (the “Company” or “Gran Tierra”), is a publicly traded company focused on oil and natural gas exploration and production in Colombia and Ecuador.
2. Significant Accounting Policies
These interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of results for the interim periods.
The note disclosure requirements of annual consolidated financial statements provide additional disclosures to that required for interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as at and for the year ended
December 31, 2018
, included in the Company’s
2018
Annual Report on Form 10-K.
The Company’s significant accounting policies are described in Note 2 of the consolidated financial statements which are included in the Company’s
2018
Annual Report on Form 10-K and are the same policies followed in these interim unaudited condensed consolidated financial statements, except as noted below. The Company has evaluated all subsequent events through to the date these interim unaudited condensed consolidated financial statements were issued.
Recently Adopted Accounting Pronouncements
Leases
The Company adopted Accounting Standard Codification ("ASC") 842 Leases with a date of initial application on January 1, 2019 in accordance with the modified retrospective transition approach using the practical expedients available for land easements and short-term leases. The Company did not elect the "suite" of practical expedients or use the hindsight expedient in its adoption.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At inception of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices. The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
The Company has applied judgment to determine the lease term for contracts which include renewal or termination options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized.
All leases identified relate to office leases.
The transition resulted in the recognition of a right-of-use asset presented in other capital assets of
$3.8 million
at January 1, 2019, the recognition of lease liabilities of
$4.2 million
and a
$0.4 million
impact on retained earnings. When measuring the lease liabilities, the Company's incremental borrowing rate was used. At January 1, 2019 the rates applied ranged between
5.6%
and
9.1%
.
3. Property, Plant and Equipment
On February 20, 2019, the Company acquired
36.2%
working interest ("WI") in the Suroriente Block and a
100%
WI of the Llanos-5 Block for cash consideration of
$79.1 million
and a promissory note of
$1.5 million
included in current accounts payable on the Company's condensed consolidated balance sheet. The cost of the assets was allocated to proved assets using relative fair values. The entire consideration of
$0.3 million
for Llanos-5 was allocated to unproved assets.
|
|
|
|
|
(Thousands of U.S. Dollars)
|
|
Cost of asset acquisition:
|
|
Cash
|
$
|
79,100
|
|
Promissory note
|
1,500
|
|
|
$
|
80,600
|
|
|
|
Allocation of Consideration Paid:
|
|
Oil and gas properties
|
|
Proved
|
$
|
52,340
|
|
Unproved
|
44,608
|
|
|
96,948
|
|
Net working capital (including cash acquired of $5.3 million)
|
(16,348
|
)
|
|
$
|
80,600
|
|
Subsequent to the quarter, the Company acquired the remaining
20%
WI of the VMM-2 Block for cash consideration of
$3.5 million
.
4. Debt and Debt Issuance Costs
The Company's debt at
March 31, 2019
and
December 31, 2018
was as follows:
|
|
|
|
|
|
|
|
|
(Thousands of U.S. Dollars)
|
As at March 31, 2019
|
|
As at December 31, 2018
|
Senior notes
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Convertible notes
|
115,000
|
|
|
115,000
|
|
Revolving credit facility
|
114,000
|
|
|
—
|
|
Unamortized debt issuance costs
|
(14,747
|
)
|
|
(15,585
|
)
|
Long-term debt
|
514,253
|
|
|
399,415
|
|
Long-term lease obligation
(1)
|
2,663
|
|
|
—
|
|
|
$
|
516,916
|
|
|
$
|
399,415
|
|
(1)
The current portion of the lease obligation has been included in Accounts Payable and totaled
$1.8 million
as at
March 31, 2019
(
nil
-
December 31, 2018
).
Interest Expense
The following table presents total interest expense recognized in the accompanying interim unaudited condensed consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Thousands of U.S. Dollars)
|
2019
|
|
2018
|
Contractual interest and other financing expenses
|
$
|
7,100
|
|
|
$
|
4,825
|
|
Amortization of debt issuance costs
|
838
|
|
|
670
|
|
|
$
|
7,938
|
|
|
$
|
5,495
|
|
5. Share Capital
|
|
|
|
|
Shares of Common Stock
|
Balance, December 31, 2018
|
387,079,027
|
|
Shares repurchased and canceled
|
(2,586,295
|
)
|
Balance, March 31, 2019
|
384,492,732
|
|
On
March 11, 2019
, the Company announced that it intended to implement a share repurchase program (the “2019 Program”) through the facilities of the Toronto Stock Exchange ("TSX") and eligible alternative trading platforms in Canada. Under the 2019 Program, the Company is able to purchase at prevailing market prices up to
19,353,951
shares of Common Stock, representing approximately
5.00%
of the issued and outstanding shares of Common Stock as of
March 1, 2019
. Shares purchased pursuant to 2019 Program will be canceled. The 2019 Program will expire on
March 12, 2020
, or earlier if the
5.00%
share maximum is reached.
During
three months ended March 31, 2019
, the Company repurchased
743,520
shares at a weighted average price of
$2.34
under 2018 share repurchase program and
1,842,775
shares at a weighted average price of
$2.40
per share under the 2019 Program. All the repurchased shares were canceled subsequent to repurchase.
Equity Compensation Awards
The following table provides information about p
erformance stock units
(“PSUs”), deferred share units (“DSUs”), and stock option activity for the
three months ended March 31, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
PSUs
|
DSUs
|
|
Stock Options
|
|
Number of Outstanding Share Units
|
Number of Outstanding Share Units
|
|
Number of Outstanding Stock Options
|
Weighted Average Exercise Price/Stock Option ($)
|
Balance, December 31, 2018
|
9,004,661
|
|
684,893
|
|
|
9,034,412
|
|
3.18
|
|
Granted
|
4,382,335
|
|
83,072
|
|
|
2,083,026
|
|
2.32
|
|
Exercised
|
(2,725,877
|
)
|
—
|
|
|
—
|
|
—
|
|
Forfeited
|
(457,290
|
)
|
—
|
|
|
(477,691
|
)
|
4.56
|
|
Expired
|
—
|
|
—
|
|
|
(44,940
|
)
|
7.09
|
|
Balance, March 31, 2019
|
10,203,829
|
|
767,965
|
|
|
10,594,807
|
|
2.93
|
|
Stock-based compensation
expense
for the
three months ended March 31, 2019
, was
$1.7 million
(
three months ended March 31, 2018
-
$3.3 million
).
At
March 31, 2019
, there was
$18.1 million
(
December 31, 2018
-
$9.2 million
) of unrecognized compensation cost related to unvested PSUs and stock options which is expected to be recognized over a weighted average period of
2.1
years. For the
three months ended March 31, 2019
, the Company paid out
$10.2 million
(
three months ended March 31, 2018
-
$0.0 million
) for performance share units which were vested
December 31, 2018
.
Net Income per Share
Basic net income per share is calculated by dividing net income by the weighted average number of shares of Common Stock and exchangeable shares issued and outstanding during each period. Diluted net income per share is similarly calculated except that the common shares outstanding for the period is increased using the treasury stock method to reflect the potential dilution that could occur if outstanding stock awards were vested at the end of the applicable period plus potentially issuable shares on conversion of the convertible notes. Anti-dilutive shares represent potentially dilutive securities that are excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive.
Weighted Average Shares Outstanding
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
2019
|
|
2018
|
Weighted average number of common and exchangeable shares outstanding
|
386,930,323
|
|
|
391,294,042
|
|
Shares issuable pursuant to stock options
|
333,028
|
|
|
867,427
|
|
Shares assumed to be purchased from proceeds of stock options
|
(317,669
|
)
|
|
(782,456
|
)
|
Weighted average number of diluted common and exchangeable shares outstanding
|
386,945,682
|
|
|
391,379,013
|
|
For the
three months ended March 31, 2019
,
10,284,152
options (
three months ended March 31, 2018
-
8,599,422
), on a weighted average basis, were excluded from the diluted income per share calculation as the options were anti-dilutive. Shares issuable upon conversion of the
5.00%
Convertible Notes due 2021 ("Convertible Notes") were anti-dilutive and not included in the diluted income per share calculation.
6. Revenue
Most of the Company's revenues are from oil sales at prices which reflect the blended prices received upon shipment by the purchaser at defined sales points or are defined by contract relative to ICE Brent and adjusted for Vasconia crude, quality and transportation discounts each month. For the
three months ended March 31, 2019
,
100%
(
three months ended March 31, 2018
-
100%
) of the Company's revenue resulted from oil sales. During the
three months ended March 31, 2019
, quality and transportation discounts were
17%
of the average ICE Brent price (
three months ended March 31, 2018
-
16%
). During the
three months ended March 31, 2019
, the Company's production was sold primarily to
two
major customers in Colombia (
three months ended March 31, 2018
-
four
).
As at
March 31, 2019
, accounts receivable included
$4.3 million
of accrued sales revenue related to
March
2019
production (
December 31, 2018
-
$4.2 million
related to December 31, 2018 production).
7. Taxes
The Company's effective tax rate was
91%
in the
three months ended March 31, 2019
, compared with
59%
in the comparative period in
2018
. Current income tax expenses were lower in the
three months ended March 31, 2019
, compared with the corresponding period in
2018
, primarily as a result of lower taxable income in Colombia. The deferred income tax
expense
of
$8.3 million
for the
three months ended March 31, 2019
was primarily due to excess tax depreciation compared with accounting depreciation in Colombia.
For the
three months ended March 31, 2019
, the difference between the effective tax rate of
91%
and the
33%
Colombian tax rate was primarily due to an increase in the valuation allowance, foreign translation adjustment, a non-deductible third party royalty in Colombia, stock-based compensation and other permanent differences. These were partially offset by a decrease in the impact of foreign taxes.
For the comparative period in
2018
, the
59%
effective tax rate differed from the Colombian tax rate of
37%
primarily due to an increase to the valuation allowance, non-deductible third party royalty in Colombia, stock based compensation, foreign currency translation and other permanent differences. These were partially offset by a decrease in the impact of foreign taxes.
8. Contingencies
The Agencia Nacional de Hidrocarburos (National Hydrocarbons Agency) ("ANH") and Gran Tierra are engaged in ongoing discussions regarding the interpretation of whether certain transportation and related costs are eligible to be deducted in the calculation of an additional royalty (the "HPR royalty"). Based on the Company's understanding of the ANH's position, the estimated compensation, which would be payable if the ANH’s interpretation is correct, could be up to
$55.6 million
as at
March 31, 2019
. At this time
no
amount has been accrued in the interim unaudited condensed consolidated financial statements as Gran Tierra does not consider it probable that a loss will be incurred.
In addition to the above, the Company has a number of other lawsuits and claims pending. Although the outcome of these other lawsuits and disputes cannot be predicted with certainty, the Company believes the resolution of these matters would not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Gran Tierra records costs associated with these lawsuits and claims as they are incurred or become probable and determinable.
Letters of credit and other credit support
At
March 31, 2019
, the Company had provided letters of credit and other credit support totaling
$77.1 million
(
December 31, 2018
-
$76.7 million
) as security relating to work commitment guarantees contained in exploration contracts and other capital or operating requirements.
9. Financial Instruments and Fair Value Measurement
Financial Instruments
At
March 31, 2019
, the Company’s financial instruments recognized in the balance sheet consisted of: cash and cash equivalents; restricted cash and cash equivalents; accounts receivable; investment; derivatives, accounts payable and accrued liabilities, long-term debt, equity compensation award liability and other long-term liabilities.
Fair Value Measurement
The fair value of investment, derivatives and PSU liabilities is remeasured at the estimated fair value at the end of each reporting period.
The fair value of the short-term portion of the Company's investment in PetroTal Corp. ("PetroTal"), which was received on the sale of the Company's Peru business unit, was estimated using quoted prices at
March 31, 2019
, and the foreign exchange rate at that date. The fair value of the long-term portion of the investment restricted by escrow conditions was estimated using observable and unobservable inputs; factors that were evaluated included quoted market prices, precedent comparable transactions, risk free rate, measures of market risk volatility, estimates of the Company's and PetroTal’s cost of capital and quotes from third parties.
The fair value of commodity price and foreign currency derivatives is estimated based on various factors, including quoted market prices in active markets and quotes from third parties. The Company also performs an internal valuation to ensure the reasonableness of third party quotes. In consideration of counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers that it is of substantial credit quality and has the financial resources and willingness to meet its potential repayment obligations associated with the derivative transactions.
The fair value of the PSU liability was estimated based on option pricing model using inputs such as quoted market prices in an active market, and PSU performance factor.
The fair value of investment, derivatives, PSU and DSU liabilities at
March 31, 2019
, and
December 31, 2018
, was as follows:
|
|
|
|
|
|
|
|
|
(Thousands of U.S. Dollars)
|
As at March 31, 2019
|
|
As at December 31, 2018
|
Investment - current and long-term
|
$
|
40,491
|
|
|
$
|
41,435
|
|
|
|
|
|
Derivative liability
|
$
|
1,194
|
|
|
$
|
1,017
|
|
DSU and PSU liability
|
9,982
|
|
|
17,683
|
|
|
$
|
11,176
|
|
|
$
|
18,700
|
|
The following table presents gains or losses on financial instruments recognized in the accompanying interim unaudited condensed consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Thousands of U.S. Dollars)
|
2019
|
|
2018
|
Commodity price derivative loss
|
$
|
1,194
|
|
|
$
|
4,995
|
|
Foreign currency derivatives gain
|
—
|
|
|
(3,970
|
)
|
Investment loss
|
1,971
|
|
|
5,921
|
|
Financial instruments loss
|
$
|
3,165
|
|
|
$
|
6,946
|
|
These losses are presented as financial instruments loss in the condensed consolidated statements of operations and cash flows.
Investment loss for the
three months ended March 31, 2019
, related to the fair value loss on the PetroTal shares Gran Tierra received in connection with the sale of its Peru business unit in December 2017. For the
three months ended March 31, 2019
and
2018
, this investment loss was unrealized.
Financial instruments not recorded at fair value include the Company's
6.25%
Senior Notes due 2025 (the "Senior Notes") and the Convertible Notes (Note 4). At
March 31, 2019
, the carrying amounts of the Senior Notes and the Convertible Notes were
$289.6 million
and
$112.4 million
, respectively, which represented the aggregate principal amount less unamortized debt issuance costs, and the fair values were
$286.8 million
and
$119.0 million
, respectively. The fair value of long-term restricted cash and cash equivalents and the revolving credit facility approximated their carrying value because interest rates are variable and reflective of market rates. The fair values of other financial instruments approximate their carrying amounts due to the short-term maturity of these instruments.
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels. Level 1 inputs consist of quoted prices (unadjusted) in active markets for identical assets and liabilities and have the highest priority. Level 2 and 3 inputs are based on significant other observable inputs and significant unobservable inputs, respectively, and have lower priorities. The Company uses appropriate valuation techniques based on the available inputs to measure the fair values of assets and liabilities.
At
March 31, 2019
, the fair value of the current portion of the investment and DSU liability was determined using Level 1 inputs, the fair value of derivatives and PSUs was determined using Level 2 inputs and the fair value of the long-term portion of the investment restricted by escrow conditions was determined using Level 3 inputs. The table below presents the fair value of the long-term portion of the investment:
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
(Thousands of U.S. Dollars)
|
March 31, 2019
|
|
December 31, 2018
|
Opening balance, investment - long-term
|
$
|
8,711
|
|
|
$
|
19,147
|
|
Transfer from long-term (Level 3) to current (Level 1)
|
—
|
|
|
(10,522
|
)
|
Unrealized valuation (loss) gain
|
(417
|
)
|
|
846
|
|
Unrealized foreign exchange gain (loss)
|
219
|
|
|
(760
|
)
|
Closing balance, investment - long-term
|
$
|
8,513
|
|
|
$
|
8,711
|
|
The Company uses available market data and valuation methodologies to estimate the fair value of debt. The fair value of debt is the estimated amount the Company would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the Company’s Senior Notes, Convertible Notes and revolving credit facility to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The disclosure above regarding the fair value of the Convertible Notes was determined using Level 2 inputs based on the indicative pricing published by certain third-party services or trading levels of the Convertible Notes, which are not listed on any securities exchange or quoted on an inter-dealer automated quotation system. The disclosure in the paragraph above
regarding the fair value of cash and restricted cash and cash equivalents, revolving credit facility and Senior Notes was based on Level 1 inputs.
The Company’s non-recurring fair value measurements include asset retirement obligations. The fair value of an asset retirement obligation is measured by reference to the expected future cash outflows required to satisfy the retirement obligation discounted at the Company’s credit-adjusted risk-free interest rate. The significant level 3 inputs used to calculate such liabilities include estimates of costs to be incurred, the Company’s credit-adjusted risk-free interest rate, inflation rates and estimated dates of abandonment. Accretion expense is recognized over time as the discounted liabilities are accreted to their expected settlement value, while the asset retirement cost is amortized over the estimated productive life of the related assets.
Commodity Price Derivatives
The Company utilizes commodity price derivatives to manage the variability in cash flows associated with the forecasted sale of its oil production, reduce commodity price risk and provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending.
At
March 31, 2019
, the Company had outstanding commodity price derivative positions as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period and type of instrument
|
Volume,
bopd
|
Reference
|
Purchased Put ($/bbl, Weighted Average)
|
Sold Call ($/bbl, Weighted Average)
|
Premium ($/bbl, Weighted Average)
|
Purchased Puts: April 1, to December 31, 2019
|
5,000
|
|
ICE Brent
|
$
|
60.00
|
|
n/a
|
|
$
|
2.39
|
|
Collars: April 1, to December 31, 2019
|
5,000
|
|
ICE Brent
|
$
|
60.00
|
|
$
|
71.53
|
|
n/a
|
|
Foreign Currency Derivatives
The Company utilizes foreign currency derivatives to manage the variability in cash flows associated with the Company's forecasted Colombian peso ("COP") denominated expenses. Subsequent to
March 31, 2019
, the Company entered into foreign currency derivative positions as follows:
|
|
|
|
|
|
|
|
|
|
|
Period and type of instrument
|
Amount Hedged
(Millions COP)
|
U.S. Dollar Equivalent of Amount Hedged (Thousands of U.S. Dollars)
(1)
|
Reference
|
Floor Price
(COP, Weighted Average)
|
Cap Price (COP, Weighted Average)
|
Collars: May 1, to December 31, 2019
|
180,000
|
|
56,697
|
|
COP
|
3,019
|
|
3,446
|
|
(1)
At
March 31, 2019
foreign exchange rate.
10. Supplemental Cash Flow Information
The following table provides a reconciliation of cash, cash equivalents and restricted cash and cash equivalents with the Company's interim unaudited condensed consolidated balance sheet that sum to the total of the same such amounts shown in the interim unaudited condensed consolidated statements of cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of U.S. Dollars)
|
As at March 31,
|
|
As at December 31,
|
|
2019
|
2018
|
|
2018
|
2017
|
Cash and cash equivalents
|
$
|
32,740
|
|
$
|
160,474
|
|
|
$
|
51,040
|
|
$
|
12,326
|
|
Restricted cash and cash equivalents - current
|
1,118
|
|
3,294
|
|
|
1,269
|
|
11,787
|
|
Restricted cash and cash equivalents -
long-term (included in other long-term assets)
|
2,266
|
|
3,164
|
|
|
1,999
|
|
2,565
|
|
|
$
|
36,124
|
|
$
|
166,932
|
|
|
$
|
54,308
|
|
$
|
26,678
|
|
Net changes in assets and liabilities from operating activities were as follows:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Thousands of U.S. Dollars)
|
2019
|
|
2018
|
Accounts receivable and other long-term assets
|
$
|
(18,011
|
)
|
|
$
|
(1,982
|
)
|
Derivatives
|
(796
|
)
|
|
1,847
|
|
Inventory
|
(1,749
|
)
|
|
(1,785
|
)
|
Prepaids
|
551
|
|
|
1,498
|
|
Accounts payable and accrued and other long-term liabilities
|
6,456
|
|
|
(2,495
|
)
|
Taxes receivable and payable
|
(16,401
|
)
|
|
(547
|
)
|
Net changes in assets and liabilities from operating activities
|
$
|
(29,950
|
)
|
|
$
|
(3,464
|
)
|
The following table provides additional supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
(Thousands of U.S. Dollars)
|
2019
|
|
2018
|
Non-cash investing activities:
|
|
|
|
Net liabilities related to property, plant and equipment, end of period
|
$
|
83,038
|
|
|
$
|
70,108
|
|