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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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o
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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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BOE
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barrels of oil equivalent
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Mbbl
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thousand barrels
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BOEPD
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barrels of oil equivalent per day
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MMbbl
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million barrels
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bopd
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barrels of oil per day
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NAR
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net after royalty
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Mcf
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thousand cubic feet
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2015
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2014
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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 (Note 4)
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$
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75,653
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$
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161,517
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|
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$
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221,234
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|
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$
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460,510
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Interest income
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|
266
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|
|
772
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|
|
1,069
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|
|
2,160
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||||
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75,919
|
|
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162,289
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|
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222,303
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|
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462,670
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||||
EXPENSES
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|
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||||||||
Operating
|
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33,751
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|
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33,949
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|
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89,318
|
|
|
81,161
|
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||||
Depletion, depreciation, accretion and impairment (Note 5)
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204,993
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|
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53,936
|
|
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360,620
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|
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140,137
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||||
General and administrative (Note 6)
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7,863
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|
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13,350
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25,455
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|
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40,145
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||||
Severance (Note 11)
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|
461
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|
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—
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|
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6,827
|
|
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—
|
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||||
Equity tax (Note 8)
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—
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—
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|
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3,769
|
|
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—
|
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||||
Foreign exchange gain
|
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(12,923
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)
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(12,438
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)
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(21,492
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)
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(6,604
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)
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||||
Financial instruments loss (gain) (Note 10)
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2,670
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|
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2,790
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1,262
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(2,223
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)
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||||
|
|
236,815
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|
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91,587
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|
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465,759
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252,616
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||||
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||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
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(160,896
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)
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70,702
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(243,456
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)
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210,054
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INCOME TAX (EXPENSE) RECOVERY
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||||||||
Current
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(3,523
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)
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(24,246
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)
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(11,632
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)
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(83,183
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)
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||||
Deferred
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62,542
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(2,272
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)
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69,781
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(1,431
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)
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||||
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59,019
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(26,518
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)
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58,149
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(84,614
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)
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||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
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(101,877
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)
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44,184
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(185,307
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)
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125,440
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Loss from discontinued operations, net of income taxes (Note 3)
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|
—
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—
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|
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—
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|
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(26,990
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)
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||||
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
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(101,877
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)
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44,184
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(185,307
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)
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|
98,450
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||||
RETAINED EARNINGS, BEGINNING OF PERIOD
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156,192
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465,227
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|
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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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54,315
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$
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509,411
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|
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$
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54,315
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$
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509,411
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|
|
|
|
|
|
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||||||||
(LOSS) INCOME PER SHARE
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|
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|
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||||||||
BASIC
|
|
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||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
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$
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(0.36
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)
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|
$
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0.15
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|
|
$
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(0.65
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)
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|
$
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0.44
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LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
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|
—
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|
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—
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|
|
—
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|
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(0.09
|
)
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||||
NET INCOME (LOSS)
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|
$
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(0.36
|
)
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$
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0.15
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|
|
$
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(0.65
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)
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|
$
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0.35
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DILUTED
|
|
|
|
|
|
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||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
|
$
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(0.36
|
)
|
|
$
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0.15
|
|
|
$
|
(0.65
|
)
|
|
$
|
0.44
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LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
|
—
|
|
|
—
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|
|
—
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|
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(0.09
|
)
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||||
NET INCOME (LOSS)
|
|
$
|
(0.36
|
)
|
|
$
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0.15
|
|
|
$
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(0.65
|
)
|
|
$
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0.35
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (Note 6)
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|
285,592,382
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285,576,898
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|
286,057,952
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|
|
284,203,679
|
|
||||
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (Note 6)
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|
285,592,382
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|
|
288,059,601
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|
|
286,057,952
|
|
|
287,569,347
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
186,978
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|
|
$
|
331,848
|
|
Restricted cash
|
303
|
|
|
1,836
|
|
||
Accounts receivable
|
21,426
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|
|
83,227
|
|
||
Marketable securities (Note 10)
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7,016
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|
|
7,586
|
|
||
Inventory (Note 5)
|
19,073
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|
|
17,298
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|
||
Taxes receivable
|
27,507
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|
|
15,843
|
|
||
Prepaids
|
3,462
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|
|
6,000
|
|
||
Deferred tax assets
|
583
|
|
|
1,552
|
|
||
Total Current Assets
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266,348
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|
|
465,190
|
|
||
|
|
|
|
||||
Oil and Gas Properties
|
|
|
|
|
|
||
Proved
|
546,069
|
|
|
801,075
|
|
||
Unproved
|
326,717
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|
|
316,856
|
|
||
Total Oil and Gas Properties
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872,786
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|
|
1,117,931
|
|
||
Other capital assets
|
9,478
|
|
|
11,013
|
|
||
Total Property, Plant and Equipment (Note 5)
|
882,264
|
|
|
1,128,944
|
|
||
|
|
|
|
||||
Other Long-Term Assets
|
|
|
|
|
|
||
Restricted cash
|
3,272
|
|
|
2,037
|
|
||
Deferred tax assets
|
483
|
|
|
601
|
|
||
Taxes receivable
|
9,250
|
|
|
9,684
|
|
||
Other long-term assets
|
6,670
|
|
|
5,013
|
|
||
Goodwill
|
102,581
|
|
|
102,581
|
|
||
Total Other Long-Term Assets
|
122,256
|
|
|
119,916
|
|
||
Total Assets
|
$
|
1,270,868
|
|
|
$
|
1,714,050
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
25,984
|
|
|
$
|
112,401
|
|
Accrued liabilities
|
44,123
|
|
|
75,430
|
|
||
Foreign currency derivative (Note 10)
|
—
|
|
|
3,057
|
|
||
Taxes payable
|
750
|
|
|
25,412
|
|
||
Deferred tax liabilities
|
21
|
|
|
1,040
|
|
||
Asset retirement obligation (Note 7)
|
4,686
|
|
|
8,026
|
|
||
Total Current Liabilities
|
75,564
|
|
|
225,366
|
|
||
|
|
|
|
||||
Long-Term Liabilities
|
|
|
|
|
|
||
Deferred tax liabilities
|
74,596
|
|
|
175,324
|
|
||
Asset retirement obligation (Note 7)
|
27,167
|
|
|
27,786
|
|
||
Other long-term liabilities
|
6,523
|
|
|
8,889
|
|
||
Total Long-Term Liabilities
|
108,286
|
|
|
211,999
|
|
||
|
|
|
|
||||
Contingencies (Note 9)
|
|
|
|
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Common Stock (Note 6) (274,814,539 and 276,072,351 shares of Common Stock and 8,616,666 and 10,119,745 exchangeable shares, par value $0.001 per share, issued and outstanding as at September 30, 2015, and December 31, 2014, respectively)
|
10,187
|
|
|
10,190
|
|
||
Additional paid in capital
|
1,022,516
|
|
|
1,026,873
|
|
||
Retained earnings
|
54,315
|
|
|
239,622
|
|
||
Total Shareholders’ Equity
|
1,087,018
|
|
|
1,276,685
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,270,868
|
|
|
$
|
1,714,050
|
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
(185,307
|
)
|
|
$
|
98,450
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|||
Loss from discontinued operations, net of income taxes (Note 3)
|
—
|
|
|
26,990
|
|
||
Depletion, depreciation, accretion and impairment
|
360,620
|
|
|
140,137
|
|
||
Deferred tax (recovery) expense
|
(69,781
|
)
|
|
1,431
|
|
||
Non-cash stock-based compensation
|
1,511
|
|
|
4,341
|
|
||
Unrealized foreign exchange gain
|
(13,093
|
)
|
|
(6,924
|
)
|
||
Financial instruments loss (gain)
|
1,262
|
|
|
(2,223
|
)
|
||
Equity tax
|
—
|
|
|
(3,283
|
)
|
||
Cash settlement of foreign currency derivatives
|
(3,749
|
)
|
|
4,662
|
|
||
Cash settlement of asset retirement obligation (Note 7)
|
(4,768
|
)
|
|
(211
|
)
|
||
Net change in assets and liabilities from operating activities of continuing operations
|
|
|
|
|
|
||
Accounts receivable and other long-term assets
|
52,133
|
|
|
(61,224
|
)
|
||
Inventory
|
1,599
|
|
|
(1,688
|
)
|
||
Prepaids
|
2,538
|
|
|
2,565
|
|
||
Accounts payable and accrued and other long-term liabilities
|
(36,935
|
)
|
|
(981
|
)
|
||
Taxes receivable and payable
|
(47,483
|
)
|
|
(55,084
|
)
|
||
Net cash provided by operating activities of continuing operations
|
58,547
|
|
|
146,958
|
|
||
Net cash used in operating activities of discontinued operations
|
—
|
|
|
(4,792
|
)
|
||
Net cash provided by operating activities
|
58,547
|
|
|
142,166
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
|
|
||
Decrease in restricted cash
|
298
|
|
|
877
|
|
||
Additions to property, plant and equipment
|
(116,353
|
)
|
|
(268,859
|
)
|
||
Changes in non-cash investing working capital
|
(75,152
|
)
|
|
18,225
|
|
||
Net cash used in investing activities of continuing operations
|
(191,207
|
)
|
|
(249,757
|
)
|
||
Proceeds from sale of Argentina business unit, net of cash sold and transaction costs
|
—
|
|
|
42,755
|
|
||
Net cash used in investing activities of discontinued operations
|
—
|
|
|
(12,384
|
)
|
||
Net cash used in investing activities
|
(191,207
|
)
|
|
(219,386
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
|
|
||
Repurchase of shares of Common Stock (Note 6)
|
(6,616
|
)
|
|
—
|
|
||
Proceeds from issuance of shares of Common Stock (Note 6)
|
602
|
|
|
11,177
|
|
||
Net cash (used in) provided by financing activities
|
(6,014
|
)
|
|
11,177
|
|
||
|
|
|
|
||||
Foreign exchange loss on cash and cash equivalents
|
(6,196
|
)
|
|
(2,327
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(144,870
|
)
|
|
(68,370
|
)
|
||
Cash and cash equivalents, beginning of period
|
331,848
|
|
|
428,800
|
|
||
Cash and cash equivalents, end of period
|
$
|
186,978
|
|
|
$
|
360,430
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
|
|
||
Net liabilities related to property, plant and equipment, end of period
|
$
|
34,023
|
|
|
$
|
72,410
|
|
|
Nine Months Ended September 30,
|
|
Year Ended December 31,
|
||||
|
2015
|
|
2014
|
||||
Share Capital
|
|
|
|
||||
Balance, December 31, 2014
|
$
|
10,190
|
|
|
$
|
10,187
|
|
Issue of shares of Common Stock (Note 6)
|
—
|
|
|
3
|
|
||
Repurchase of shares of Common Stock (Note 6)
|
(3
|
)
|
|
—
|
|
||
Balance, September 30, 2015
|
10,187
|
|
|
10,190
|
|
||
|
|
|
|
||||
Additional Paid in Capital
|
|
|
|
|
|
||
Balance, December 31, 2014
|
1,026,873
|
|
|
1,008,760
|
|
||
Exercise of stock options (Note 6)
|
602
|
|
|
11,137
|
|
||
Stock-based compensation (Note 6)
|
1,654
|
|
|
6,976
|
|
||
Repurchase of shares of Common Stock (Note 6)
|
(6,613
|
)
|
|
—
|
|
||
Balance, September 30, 2015
|
1,022,516
|
|
|
1,026,873
|
|
||
|
|
|
|
||||
Retained Earnings
|
|
|
|
|
|
||
Balance, December 31, 2014
|
239,622
|
|
|
410,961
|
|
||
Net loss
|
(185,307
|
)
|
|
(171,339
|
)
|
||
Balance, September 30, 2015
|
54,315
|
|
|
239,622
|
|
||
|
|
|
|
||||
Total Shareholders’ Equity
|
$
|
1,087,018
|
|
|
$
|
1,276,685
|
|
(Thousands of U.S. Dollars)
|
|
Nine Months Ended September 30, 2014
|
||
Revenue and other income
|
|
$
|
31,985
|
|
|
|
|
||
Loss from operations of discontinued operations before income taxes
|
|
$
|
(6,252
|
)
|
Income tax expense
|
|
(1,458
|
)
|
|
Loss from operations of discontinued operations
|
|
(7,710
|
)
|
|
|
|
|
||
Loss on sale before income taxes
|
|
(18,235
|
)
|
|
Income tax expense
|
|
(1,045
|
)
|
|
Loss on sale
|
|
(19,280
|
)
|
|
Loss from discontinued operations, net of income taxes
|
|
$
|
(26,990
|
)
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
73,557
|
|
|
$
|
—
|
|
|
$
|
2,096
|
|
|
$
|
—
|
|
|
$
|
75,653
|
|
Interest income
|
61
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
266
|
|
|||||
Depletion, depreciation, accretion and impairment
|
181,981
|
|
|
3,208
|
|
|
19,396
|
|
|
408
|
|
|
204,993
|
|
|||||
Loss from continuing operations before income taxes
|
(130,154
|
)
|
|
(5,020
|
)
|
|
(18,540
|
)
|
|
(7,182
|
)
|
|
(160,896
|
)
|
|||||
Segment capital expenditures
|
18,903
|
|
|
3,885
|
|
|
1,769
|
|
|
12
|
|
|
24,569
|
|
|||||
|
Three Months Ended September 30, 2014
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
153,815
|
|
|
$
|
—
|
|
|
$
|
7,702
|
|
|
$
|
—
|
|
|
$
|
161,517
|
|
Interest income
|
98
|
|
|
1
|
|
|
433
|
|
|
240
|
|
|
772
|
|
|||||
Depletion, depreciation, accretion and impairment
|
51,144
|
|
|
109
|
|
|
2,429
|
|
|
254
|
|
|
53,936
|
|
|||||
Income (loss) from continuing operations before income taxes
|
81,258
|
|
|
(3,345
|
)
|
|
1,746
|
|
|
(8,957
|
)
|
|
70,702
|
|
|||||
Segment capital expenditures
|
50,785
|
|
|
40,730
|
|
|
3,377
|
|
|
527
|
|
|
95,419
|
|
|||||
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
215,251
|
|
|
$
|
—
|
|
|
$
|
5,983
|
|
|
$
|
—
|
|
|
$
|
221,234
|
|
Interest income
|
221
|
|
|
2
|
|
|
218
|
|
|
628
|
|
|
1,069
|
|
|||||
Depletion, depreciation, accretion and impairment
|
265,297
|
|
|
41,588
|
|
|
52,565
|
|
|
1,170
|
|
|
360,620
|
|
|||||
Loss from continuing operations before income taxes
|
(124,029
|
)
|
|
(48,723
|
)
|
|
(53,632
|
)
|
|
(17,072
|
)
|
|
(243,456
|
)
|
|||||
Segment capital expenditures
|
48,357
|
|
|
48,775
|
|
|
18,174
|
|
|
1,047
|
|
|
116,353
|
|
|||||
|
Nine Months Ended September 30, 2014
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
438,100
|
|
|
$
|
—
|
|
|
$
|
22,410
|
|
|
$
|
—
|
|
|
$
|
460,510
|
|
Interest income
|
419
|
|
|
1
|
|
|
1,292
|
|
|
448
|
|
|
2,160
|
|
|||||
Depletion, depreciation, accretion and impairment
|
131,742
|
|
|
420
|
|
|
7,249
|
|
|
726
|
|
|
140,137
|
|
|||||
Income (loss) from continuing operations before income taxes
|
229,750
|
|
|
(7,811
|
)
|
|
7,446
|
|
|
(19,331
|
)
|
|
210,054
|
|
|||||
Segment capital expenditures
|
147,016
|
|
|
103,535
|
|
|
17,176
|
|
|
1,132
|
|
|
268,859
|
|
|
As at September 30, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Property, plant and equipment
|
$
|
669,083
|
|
|
$
|
94,460
|
|
|
$
|
114,207
|
|
|
$
|
4,514
|
|
|
$
|
882,264
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,581
|
|
|||||
All other assets
|
133,776
|
|
|
21,822
|
|
|
11,255
|
|
|
119,170
|
|
|
286,023
|
|
|||||
Total Assets
|
$
|
905,440
|
|
|
$
|
116,282
|
|
|
$
|
125,462
|
|
|
$
|
123,684
|
|
|
$
|
1,270,868
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
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
|
|
(Thousands of U.S. Dollars)
|
As at September 30, 2015
|
|
As at December 31, 2014
|
||||
Oil and natural gas properties
|
|
|
|
|
|||
Proved
|
$
|
1,940,596
|
|
|
$
|
1,876,371
|
|
Unproved
|
326,717
|
|
|
316,856
|
|
||
|
2,267,313
|
|
|
2,193,227
|
|
||
Other
|
28,317
|
|
|
27,287
|
|
||
|
2,295,630
|
|
|
2,220,514
|
|
||
Accumulated depletion, depreciation and impairment
|
(1,413,366
|
)
|
|
(1,091,570
|
)
|
||
|
$
|
882,264
|
|
|
$
|
1,128,944
|
|
|
Shares of Common Stock
|
Exchangeable Shares of Gran Tierra Exchangeco Inc.
|
Exchangeable Shares of Gran Tierra Goldstrike Inc.
|
|||
Balance, December 31, 2014
|
276,072,351
|
|
5,595,118
|
|
4,524,627
|
|
Options exercised
|
240,000
|
|
—
|
|
—
|
|
Shares repurchased and canceled
|
(3,000,796
|
)
|
—
|
|
—
|
|
Exchange of exchangeable shares
|
1,502,995
|
|
(617,257
|
)
|
(885,738
|
)
|
Shares canceled
|
(11
|
)
|
(84
|
)
|
—
|
|
Balance, September 30, 2015
|
274,814,539
|
|
4,977,777
|
|
3,638,889
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Weighted average number of common and exchangeable shares outstanding
|
|
285,592,382
|
|
|
285,576,898
|
|
|
286,057,952
|
|
|
284,203,679
|
|
Weighted average shares issuable pursuant to stock options
|
|
—
|
|
|
8,117,355
|
|
|
—
|
|
|
9,399,930
|
|
Weighted average shares assumed to be purchased from proceeds of stock options
|
|
—
|
|
|
(5,634,652
|
)
|
|
—
|
|
|
(6,034,262
|
)
|
Weighted average number of diluted common and exchangeable shares outstanding
|
|
285,592,382
|
|
|
288,059,601
|
|
|
286,057,952
|
|
|
287,569,347
|
|
|
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
|
1,041,450
|
|
|
5,076,260
|
|
|
3.11
|
|
Exercised
|
(519,111
|
)
|
|
(240,000
|
)
|
|
2.51
|
|
Forfeited
|
(708,242
|
)
|
|
(1,344,961
|
)
|
|
(5.66
|
)
|
Expired
|
—
|
|
|
(4,323,143
|
)
|
|
(6.85
|
)
|
Balance, September 30, 2015
|
1,051,060
|
|
|
12,958,376
|
|
|
4.61
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Compensation costs for stock options
|
|
$
|
967
|
|
|
$
|
1,961
|
|
|
$
|
1,654
|
|
|
$
|
5,824
|
|
Compensation costs for RSUs
|
|
46
|
|
|
326
|
|
|
583
|
|
|
3,967
|
|
||||
|
|
1,013
|
|
|
2,287
|
|
|
2,237
|
|
|
9,791
|
|
||||
Less: Stock-based compensation costs capitalized
|
|
—
|
|
|
(278
|
)
|
|
(111
|
)
|
|
(2,100
|
)
|
||||
Stock-based compensation expense
|
|
$
|
1,013
|
|
|
$
|
2,009
|
|
|
$
|
2,126
|
|
|
$
|
7,691
|
|
|
Nine Months Ended
|
|
Year Ended
|
||||
(Thousands of U.S. Dollars)
|
September 30, 2015
|
|
December 31, 2014
|
||||
Balance, December 31, 2014
|
$
|
35,812
|
|
|
$
|
21,973
|
|
Settlements
|
(6,368
|
)
|
|
(1,137
|
)
|
||
Liability incurred
|
1,030
|
|
|
11,956
|
|
||
Liabilities associated with the Argentina business unit sold (Note 3)
|
—
|
|
|
(10,170
|
)
|
||
Foreign exchange
|
—
|
|
|
(53
|
)
|
||
Accretion
|
960
|
|
|
1,406
|
|
||
Revisions in estimated liability
|
419
|
|
|
11,837
|
|
||
Balance, September 30, 2015
|
$
|
31,853
|
|
|
$
|
35,812
|
|
|
|
|
|
||||
Asset retirement obligation - current
|
$
|
4,686
|
|
|
$
|
8,026
|
|
Asset retirement obligation - long-term
|
27,167
|
|
|
27,786
|
|
||
|
$
|
31,853
|
|
|
$
|
35,812
|
|
|
|
As at
|
||||||
(Thousands of U.S. Dollars)
|
|
September 30, 2015
|
|
December 31, 2014
|
||||
Trading securities
|
|
$
|
7,016
|
|
|
$
|
7,586
|
|
|
|
|
|
|
||||
Foreign currency derivative liability
|
|
$
|
—
|
|
|
$
|
3,057
|
|
Contingent consideration liability
|
|
1,061
|
|
|
1,061
|
|
||
|
|
$
|
1,061
|
|
|
$
|
4,118
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Trading securities loss
|
$
|
2,670
|
|
|
$
|
2,540
|
|
|
$
|
570
|
|
|
$
|
2,201
|
|
Foreign currency derivatives loss (gain)
|
—
|
|
|
250
|
|
|
692
|
|
|
(4,424
|
)
|
||||
|
$
|
2,670
|
|
|
$
|
2,790
|
|
|
$
|
1,262
|
|
|
$
|
(2,223
|
)
|
|
Three Months Ended September 30, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Severance expenses
|
$
|
—
|
|
|
$
|
439
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
461
|
|
|
Nine Months Ended September 30, 2015
|
||||||||||||||||||
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Severance expenses
|
$
|
1,237
|
|
|
$
|
1,863
|
|
|
$
|
109
|
|
|
$
|
3,618
|
|
|
$
|
6,827
|
|
(Thousands of U.S. Dollars)
|
Nine Months Ended September 30, 2015
|
||
Balance, December 31, 2014
|
$
|
—
|
|
Liability incurred
|
6,827
|
|
|
Settlements
|
(6,827
|
)
|
|
Balance, September 30, 2015
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
2015
|
2014
(2)
|
% Change
|
|
2015
|
2014
(2)
|
% Change
|
||||||||||
Volumes (BOE)
|
|
|
|
|
|
|
|
|
||||||||||
Working Interest Production Before Royalties
|
|
2,149,907
|
|
2,331,276
|
|
(8
|
)
|
|
6,412,737
|
|
6,993,072
|
|
(8
|
)
|
||||
Royalties
|
|
(348,270
|
)
|
(555,967
|
)
|
(37
|
)
|
|
(1,115,555
|
)
|
(1,698,253
|
)
|
(34
|
)
|
||||
Production NAR
|
|
1,801,637
|
|
1,775,309
|
|
1
|
|
|
5,297,182
|
|
5,294,819
|
|
—
|
|
||||
Change in Inventory
|
|
187,908
|
|
123,663
|
|
52
|
|
|
(199,514
|
)
|
(113,383
|
)
|
76
|
|
||||
Sales
(1)
|
|
1,989,545
|
|
1,898,972
|
|
5
|
|
|
5,097,668
|
|
5,181,436
|
|
(2
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
Average Daily Volumes (BOEPD)
|
|
|
|
|
|
|
|
|
||||||||||
Working Interest Production Before Royalties
|
|
23,368
|
|
25,340
|
|
(8
|
)
|
|
23,490
|
|
25,615
|
|
(8
|
)
|
||||
Royalties
|
|
(3,785
|
)
|
(6,043
|
)
|
(37
|
)
|
|
(4,086
|
)
|
(6,220
|
)
|
(34
|
)
|
||||
Production NAR
|
|
19,583
|
|
19,297
|
|
1
|
|
|
19,404
|
|
19,395
|
|
—
|
|
||||
Change in Inventory
|
|
2,043
|
|
1,344
|
|
52
|
|
|
(731
|
)
|
(415
|
)
|
76
|
|
||||
Sales
(1)
|
|
21,626
|
|
20,641
|
|
5
|
|
|
18,673
|
|
18,980
|
|
(2
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil and Gas Sales ($000s)
|
|
$
|
75,653
|
|
$
|
161,517
|
|
(53
|
)
|
|
$
|
221,234
|
|
$
|
460,510
|
|
(52
|
)
|
Operating Expenses ($000s)
|
|
(33,751
|
)
|
(33,949
|
)
|
(1
|
)
|
|
(89,318
|
)
|
(81,161
|
)
|
10
|
|
||||
Operating Netback ($000s)
(3)
|
|
$
|
41,902
|
|
$
|
127,568
|
|
(67
|
)
|
|
$
|
131,916
|
|
$
|
379,349
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
General and Administrative Expenses ("G&A")
|
|
|
|
|
|
|
|
|
|
|
||||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
|
$
|
14,544
|
|
$
|
24,500
|
|
(41
|
)
|
|
$
|
52,095
|
|
$
|
72,503
|
|
(28
|
)
|
Stock-Based Compensation
|
|
997
|
|
1,962
|
|
(49
|
)
|
|
2,007
|
|
6,061
|
|
(67
|
)
|
||||
Capitalized G&A and Overhead Recoveries
|
|
(7,678
|
)
|
(13,112
|
)
|
(41
|
)
|
|
(28,647
|
)
|
(38,419
|
)
|
(25
|
)
|
||||
|
|
$
|
7,863
|
|
$
|
13,350
|
|
(41
|
)
|
|
$
|
25,455
|
|
$
|
40,145
|
|
(37
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
(4)
|
|
$
|
44,097
|
|
$
|
124,638
|
|
(65
|
)
|
|
$
|
117,164
|
|
$
|
350,191
|
|
(67
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (Loss)
|
|
$
|
(101,877
|
)
|
$
|
44,184
|
|
(331
|
)
|
|
$
|
(185,307
|
)
|
$
|
98,450
|
|
(288
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||
Funds Flow from Continuing Operations ($000s)
(5)
|
|
$
|
36,644
|
|
$
|
93,569
|
|
(61
|
)
|
|
$
|
91,463
|
|
$
|
263,581
|
|
(65
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital Expenditures for Continuing Operations ($000s)
|
|
$
|
24,569
|
|
$
|
95,419
|
|
(74
|
)
|
|
$
|
116,353
|
|
$
|
268,859
|
|
(57
|
)
|
|
As at
|
|||||||
|
September 30, 2015
|
December 31, 2014
|
% Change
|
|||||
Cash & Cash Equivalents ($000s)
|
$
|
186,978
|
|
$
|
331,848
|
|
(44
|
)
|
|
|
|
|
|||||
Working Capital (Including Cash & Cash Equivalents) ($000s)
|
$
|
190,784
|
|
$
|
239,824
|
|
(20
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
EBITDA - Non-GAAP Measure ($000s)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
|
$
|
(101,877
|
)
|
|
$
|
44,184
|
|
|
$
|
(185,307
|
)
|
|
$
|
98,450
|
|
Adjustments to reconcile net income (loss) to EBITDA
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,990
|
|
||||
DD&A expenses
|
|
204,993
|
|
|
53,936
|
|
|
360,620
|
|
|
140,137
|
|
||||
Income tax (recovery) expense
|
|
(59,019
|
)
|
|
26,518
|
|
|
(58,149
|
)
|
|
84,614
|
|
||||
EBITDA
|
|
$
|
44,097
|
|
|
$
|
124,638
|
|
|
$
|
117,164
|
|
|
$
|
350,191
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Funds Flow From Continuing Operations - Non-GAAP Measure ($000s)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income (loss)
|
|
$
|
(101,877
|
)
|
|
$
|
44,184
|
|
|
$
|
(185,307
|
)
|
|
$
|
98,450
|
|
Adjustments to reconcile net income (loss) to funds flow from continuing operations
|
|
|
|
|
|
|
|
|
||||||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,990
|
|
||||
DD&A expenses
|
|
204,993
|
|
|
53,936
|
|
|
360,620
|
|
|
140,137
|
|
||||
Deferred tax (recovery) expense
|
|
(62,542
|
)
|
|
2,272
|
|
|
(69,781
|
)
|
|
1,431
|
|
||||
Non-cash stock-based compensation
|
|
929
|
|
|
1,717
|
|
|
1,511
|
|
|
4,341
|
|
||||
Unrealized foreign exchange (gain) loss
|
|
(7,529
|
)
|
|
(9,689
|
)
|
|
(13,093
|
)
|
|
(6,924
|
)
|
||||
Financial instruments loss (gain)
|
|
2,670
|
|
|
2,790
|
|
|
1,262
|
|
|
(2,223
|
)
|
||||
Equity tax
|
|
—
|
|
|
(1,641
|
)
|
|
—
|
|
|
(3,283
|
)
|
||||
Cash settlement of foreign currency derivatives
|
|
—
|
|
|
—
|
|
|
(3,749
|
)
|
|
4,662
|
|
||||
Funds flow from continuing operations
|
|
$
|
36,644
|
|
|
$
|
93,569
|
|
|
$
|
91,463
|
|
|
$
|
263,581
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2015
|
|
2014
(2)
|
|
% Change
|
|
2015
|
|
2014
(2)
|
|
% Change
|
||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas sales
|
|
$
|
75,653
|
|
|
$
|
161,517
|
|
|
(53
|
)
|
|
$
|
221,234
|
|
|
$
|
460,510
|
|
|
(52
|
)
|
Interest income
|
|
266
|
|
|
772
|
|
|
(66
|
)
|
|
1,069
|
|
|
2,160
|
|
|
(51
|
)
|
||||
|
|
75,919
|
|
|
162,289
|
|
|
(53
|
)
|
|
222,303
|
|
|
462,670
|
|
|
(52
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
|
33,751
|
|
|
33,949
|
|
|
(1
|
)
|
|
89,318
|
|
|
81,161
|
|
|
10
|
|
||||
DD&A expenses
|
|
204,993
|
|
|
53,936
|
|
|
280
|
|
|
360,620
|
|
|
140,137
|
|
|
157
|
|
||||
G&A expenses
|
|
7,863
|
|
|
13,350
|
|
|
(41
|
)
|
|
25,455
|
|
|
40,145
|
|
|
(37
|
)
|
||||
Severance expenses
|
|
461
|
|
|
—
|
|
|
—
|
|
|
6,827
|
|
|
—
|
|
|
—
|
|
||||
Equity tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,769
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange gain
|
|
(12,923
|
)
|
|
(12,438
|
)
|
|
(4
|
)
|
|
(21,492
|
)
|
|
(6,604
|
)
|
|
(225
|
)
|
||||
Financial instruments loss (gain)
|
|
2,670
|
|
|
2,790
|
|
|
(4
|
)
|
|
1,262
|
|
|
(2,223
|
)
|
|
157
|
|
||||
|
|
236,815
|
|
|
91,587
|
|
|
159
|
|
|
465,759
|
|
|
252,616
|
|
|
84
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations before income taxes
|
|
(160,896
|
)
|
|
70,702
|
|
|
(328
|
)
|
|
(243,456
|
)
|
|
210,054
|
|
|
(216
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current income tax expense
|
|
(3,523
|
)
|
|
(24,246
|
)
|
|
(85
|
)
|
|
(11,632
|
)
|
|
(83,183
|
)
|
|
(86
|
)
|
||||
Deferred income tax recovery (expense)
|
|
62,542
|
|
|
(2,272
|
)
|
|
—
|
|
|
69,781
|
|
|
(1,431
|
)
|
|
—
|
|
||||
|
|
59,019
|
|
|
(26,518
|
)
|
|
(323
|
)
|
|
58,149
|
|
|
(84,614
|
)
|
|
(169
|
)
|
||||
(Loss) income from continuing operations
|
|
(101,877
|
)
|
|
44,184
|
|
|
(331
|
)
|
|
(185,307
|
)
|
|
125,440
|
|
|
(248
|
)
|
||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,990
|
)
|
|
100
|
|
||||
Net income (loss)
|
|
$
|
(101,877
|
)
|
|
$
|
44,184
|
|
|
(331
|
)
|
|
$
|
(185,307
|
)
|
|
$
|
98,450
|
|
|
(288
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales Volumes
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and NGL's, bbl
|
|
1,974,945
|
|
|
1,888,626
|
|
|
5
|
|
|
5,058,970
|
|
|
5,138,675
|
|
|
(2
|
)
|
||||
Natural gas, Mcf
|
|
87,600
|
|
|
62,077
|
|
|
41
|
|
|
232,187
|
|
|
256,567
|
|
|
(10
|
)
|
||||
Total sales volumes, BOE
|
|
1,989,545
|
|
1,898,972
|
|
5
|
|
|
5,097,668
|
|
5,181,436
|
|
(2
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total sales volumes, BOEPD
|
|
21,626
|
|
|
20,641
|
|
|
5
|
|
|
18,673
|
|
|
18,980
|
|
|
(2
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil and NGL's per bbl
|
|
$
|
38.14
|
|
|
$
|
85.40
|
|
|
(55
|
)
|
|
$
|
43.56
|
|
|
$
|
89.41
|
|
|
(51
|
)
|
Natural gas per Mcf
|
|
$
|
3.77
|
|
|
$
|
4.51
|
|
|
(16
|
)
|
|
$
|
3.80
|
|
|
$
|
4.72
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated Results of Operations per BOE sales volumes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil and natural gas sales
|
|
$
|
38.03
|
|
|
$
|
85.05
|
|
|
(55
|
)
|
|
$
|
43.40
|
|
|
$
|
88.88
|
|
|
(51
|
)
|
Interest income
|
|
0.13
|
|
|
0.41
|
|
|
(68
|
)
|
|
0.21
|
|
|
0.42
|
|
|
(50
|
)
|
||||
|
|
38.16
|
|
|
85.46
|
|
|
(55
|
)
|
|
43.61
|
|
|
89.30
|
|
|
(51
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating expenses
|
|
16.96
|
|
|
17.88
|
|
|
(5
|
)
|
|
17.52
|
|
|
15.66
|
|
|
12
|
|
DD&A expenses
|
|
103.04
|
|
|
28.40
|
|
|
263
|
|
|
70.74
|
|
|
27.05
|
|
|
162
|
|
||||
G&A expenses
|
|
3.95
|
|
|
7.03
|
|
|
(44
|
)
|
|
4.99
|
|
|
7.75
|
|
|
(36
|
)
|
||||
Severance expenses
|
|
0.23
|
|
|
—
|
|
|
—
|
|
|
1.34
|
|
|
—
|
|
|
—
|
|
||||
Equity tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.74
|
|
|
—
|
|
|
—
|
|
||||
Foreign exchange gain
|
|
(6.50
|
)
|
|
(6.55
|
)
|
|
1
|
|
|
(4.22
|
)
|
|
(1.27
|
)
|
|
(232
|
)
|
||||
Financial instruments loss (gain)
|
|
1.34
|
|
|
1.47
|
|
|
(9
|
)
|
|
0.25
|
|
|
(0.43
|
)
|
|
158
|
|
||||
|
|
119.02
|
|
48.23
|
|
147
|
|
|
91.36
|
|
48.76
|
|
87
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(Loss) income from continuing operations before income taxes
|
|
(80.86
|
)
|
|
37.23
|
|
|
(317
|
)
|
|
(47.75
|
)
|
|
40.54
|
|
|
(218
|
)
|
||||
Current income tax expense
|
|
(1.77
|
)
|
|
(12.76
|
)
|
|
(86
|
)
|
|
(2.28
|
)
|
|
(16.05
|
)
|
|
(86
|
)
|
||||
Deferred income tax recovery (expense)
|
|
31.44
|
|
|
(1.20
|
)
|
|
—
|
|
|
13.69
|
|
|
(0.28
|
)
|
|
—
|
|
||||
|
|
29.67
|
|
|
(13.96
|
)
|
|
(313
|
)
|
|
11.41
|
|
|
(16.33
|
)
|
|
(170
|
)
|
||||
(Loss) income from continuing operations
|
|
$
|
(51.19
|
)
|
|
$
|
23.27
|
|
|
(320
|
)
|
|
$
|
(36.34
|
)
|
|
$
|
24.21
|
|
|
(250
|
)
|
|
Three Months Ended September 30, 2015
|
|
Three Months Ended September 30, 2014
|
||||||||||
Average Daily Volumes (BOEPD)
|
Colombia
|
Brazil
|
Total
|
|
Colombia
|
Brazil
|
Total
|
||||||
Working Interest Production Before Royalties
|
22,608
|
|
760
|
|
23,368
|
|
|
24,187
|
|
1,153
|
|
25,340
|
|
Royalties
|
(3,686
|
)
|
(99
|
)
|
(3,785
|
)
|
|
(5,889
|
)
|
(154
|
)
|
(6,043
|
)
|
Production NAR
|
18,922
|
|
661
|
|
19,583
|
|
|
18,298
|
|
999
|
|
19,297
|
|
Change in Inventory
|
2,055
|
|
(12
|
)
|
2,043
|
|
|
1,339
|
|
5
|
|
1,344
|
|
Sales
|
20,977
|
|
649
|
|
21,626
|
|
|
19,637
|
|
1,004
|
|
20,641
|
|
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2014
|
||||||||||
Average Daily Volumes (BOEPD)
|
Colombia
|
Brazil
|
Total
|
|
Colombia
|
Brazil
|
Total
|
||||||
Working Interest Production Before Royalties
|
22,833
|
|
657
|
|
23,490
|
|
|
24,554
|
|
1,061
|
|
25,615
|
|
Royalties
|
(3,998
|
)
|
(88
|
)
|
(4,086
|
)
|
|
(6,076
|
)
|
(144
|
)
|
(6,220
|
)
|
Production NAR
|
18,835
|
|
569
|
|
19,404
|
|
|
18,478
|
|
917
|
|
19,395
|
|
Change in Inventory
|
(730
|
)
|
(1
|
)
|
(731
|
)
|
|
(406
|
)
|
(9
|
)
|
(415
|
)
|
Sales
|
18,105
|
|
568
|
|
18,673
|
|
|
18,072
|
|
908
|
|
18,980
|
|
|
Three Months Ended September 30, 2015
|
|
Three Months Ended September 30, 2014
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
Brazil
|
Total
|
|
Colombia
|
Brazil
|
Total
|
||||||||||||
Oil and Gas Sales
|
$
|
73,557
|
|
$
|
2,096
|
|
$
|
75,653
|
|
|
$
|
153,815
|
|
$
|
7,702
|
|
$
|
161,517
|
|
Operating Expenses
|
(32,597
|
)
|
(1,154
|
)
|
(33,751
|
)
|
|
(32,261
|
)
|
(1,688
|
)
|
(33,949
|
)
|
||||||
Operating Netback
(1)
|
$
|
40,960
|
|
$
|
942
|
|
$
|
41,902
|
|
|
$
|
121,554
|
|
$
|
6,014
|
|
$
|
127,568
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Dollars Per BOE
|
|
|
|
|
|
|
|
||||||||||||
Brent
|
|
|
$
|
50.23
|
|
|
|
|
$
|
101.82
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||||||
WTI
|
|
|
$
|
46.44
|
|
|
|
|
$
|
97.17
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||||||
Oil and Gas Sales
|
$
|
38.12
|
|
$
|
35.12
|
|
$
|
38.03
|
|
|
$
|
85.14
|
|
$
|
83.39
|
|
$
|
85.05
|
|
Operating Expenses
|
(16.89
|
)
|
(19.34
|
)
|
(16.96
|
)
|
|
(17.86
|
)
|
(18.28
|
)
|
(17.88
|
)
|
||||||
Operating Netback
(1)
|
$
|
21.23
|
|
$
|
15.78
|
|
$
|
21.07
|
|
|
$
|
67.28
|
|
$
|
65.11
|
|
$
|
67.17
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2014
|
||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
Brazil
|
Total
|
|
Colombia
|
Brazil
|
Total
|
||||||||||||
Oil and Gas Sales
|
$
|
215,251
|
|
$
|
5,983
|
|
$
|
221,234
|
|
|
$
|
438,100
|
|
$
|
22,410
|
|
$
|
460,510
|
|
Operating Expenses
|
(83,840
|
)
|
(5,478
|
)
|
(89,318
|
)
|
|
(75,747
|
)
|
(5,414
|
)
|
(81,161
|
)
|
||||||
Operating Netback
(1)
|
$
|
131,411
|
|
$
|
505
|
|
$
|
131,916
|
|
|
$
|
362,353
|
|
$
|
16,996
|
|
$
|
379,349
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Dollars Per BOE
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Brent
|
|
|
$
|
55.28
|
|
|
|
|
$
|
106.56
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||||||
WTI
|
|
|
$
|
50.98
|
|
|
|
|
$
|
99.61
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||||||
Oil and Gas Sales
|
$
|
43.55
|
|
$
|
38.60
|
|
$
|
43.40
|
|
|
$
|
88.80
|
|
$
|
90.40
|
|
$
|
88.88
|
|
Operating Expenses
|
(16.96
|
)
|
(35.34
|
)
|
(17.52
|
)
|
|
(15.35
|
)
|
(21.84
|
)
|
(15.66
|
)
|
||||||
Operating Netback
(1)
|
$
|
26.59
|
|
$
|
3.26
|
|
$
|
25.88
|
|
|
$
|
73.45
|
|
$
|
68.56
|
|
$
|
73.22
|
|
|
Three Months Ended September 30, 2015
|
|
Three Months Ended September 30, 2014
|
||||||||||
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
||||||||
Colombia
|
$
|
181,981
|
|
$
|
94.30
|
|
|
$
|
51,144
|
|
$
|
28.31
|
|
Brazil
|
19,396
|
|
325.01
|
|
|
2,429
|
|
26.30
|
|
||||
Peru
|
3,208
|
|
—
|
|
|
109
|
|
—
|
|
||||
Corporate
|
408
|
|
—
|
|
|
254
|
|
—
|
|
||||
|
$
|
204,993
|
|
$
|
103.04
|
|
|
$
|
53,936
|
|
$
|
28.40
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2014
|
||||||||||
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
||||||||
Colombia
|
$
|
265,297
|
|
$
|
53.67
|
|
|
$
|
131,742
|
|
$
|
26.70
|
|
Brazil
|
52,565
|
|
339.11
|
|
|
7,249
|
|
29.24
|
|
||||
Peru
|
41,588
|
|
—
|
|
|
420
|
|
—
|
|
||||
Corporate
|
1,170
|
|
—
|
|
|
726
|
|
—
|
|
||||
|
$
|
360,620
|
|
$
|
70.74
|
|
|
$
|
140,137
|
|
$
|
27.05
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
2014
|
% Change
|
|
2015
|
2014
|
% Change
|
||||||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
|
$
|
14,544
|
|
$
|
24,500
|
|
(41
|
)
|
|
$
|
52,095
|
|
$
|
72,503
|
|
(28
|
)
|
Stock-Based Compensation
|
|
997
|
|
1,962
|
|
(49
|
)
|
|
2,007
|
|
6,061
|
|
(67
|
)
|
||||
Capitalized G&A and Overhead Recoveries
|
|
(7,678
|
)
|
(13,112
|
)
|
(41
|
)
|
|
(28,647
|
)
|
(38,419
|
)
|
(25
|
)
|
||||
|
|
$
|
7,863
|
|
$
|
13,350
|
|
(41
|
)
|
|
$
|
25,455
|
|
$
|
40,145
|
|
(37
|
)
|
U.S. Dollars Per BOE
|
|
|
|
|
|
|
|
|
||||||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
|
$
|
7.31
|
|
$
|
12.90
|
|
(43
|
)
|
|
$
|
10.22
|
|
$
|
13.99
|
|
(27
|
)
|
Stock-Based Compensation
|
|
0.50
|
|
1.03
|
|
(51
|
)
|
|
0.39
|
|
1.17
|
|
(67
|
)
|
||||
Capitalized G&A and Overhead Recoveries
|
|
(3.86
|
)
|
(6.90
|
)
|
(44
|
)
|
|
(5.62
|
)
|
(7.41
|
)
|
(24
|
)
|
||||
|
|
$
|
3.95
|
|
$
|
7.03
|
|
(44
|
)
|
|
$
|
4.99
|
|
$
|
7.75
|
|
(36
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
Change in the Colombian peso against the U.S. dollar
|
weakened by
|
|
weakened by
|
|
weakened by
|
|
weakened by
|
21%
|
|
8%
|
|
31%
|
|
5%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Trading securities loss
|
$
|
2,670
|
|
|
$
|
2,540
|
|
|
$
|
570
|
|
|
$
|
2,201
|
|
Foreign currency derivatives loss (gain)
|
—
|
|
|
250
|
|
|
692
|
|
|
(4,424
|
)
|
||||
|
$
|
2,670
|
|
|
$
|
2,790
|
|
|
$
|
1,262
|
|
|
$
|
(2,223
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Drilling and completions
|
|
$
|
15,522
|
|
|
$
|
28,608
|
|
|
$
|
29,704
|
|
|
$
|
84,941
|
|
G&G
|
|
1,003
|
|
|
10,357
|
|
|
8,325
|
|
|
30,270
|
|
||||
Facilities and equipment
|
|
1,619
|
|
|
6,474
|
|
|
8,695
|
|
|
20,021
|
|
||||
Other
|
|
759
|
|
|
5,346
|
|
|
1,633
|
|
|
11,784
|
|
||||
|
|
$
|
18,903
|
|
|
$
|
50,785
|
|
|
$
|
48,357
|
|
|
$
|
147,016
|
|
•
|
On the Chaza Block (100% working interest ("WI"), operated), we commenced drilling the Costayaco-25D, Costayaco-26D and Moqueta-19i development wells. The Moqueta-19i well was completed as a water injector as planned and, subsequent to the quarter end, the Costayaco-25D well was completed as a multi-zone oil producing well.
|
•
|
On the Garibay and Tiple Block (38.5% WI, non-operated), unitization of the Jilguero Field was completed and we became a 38.5% WI owner in the newly unitized field. Together with our partners, we drilled three development wells, Jilguero Sur-2, Jilguero-3 and Jilguero-4. Two of these wells were completed as oil producing wells during the quarter, and the third was completed as an oil producing well shortly after the quarter-end.
|
•
|
We continued facilities work at the Costayaco and Moqueta Fields on the Chaza Block.
|
•
|
On Blocks 107 and 133 (100% WI, operated), we continued the environmental permitting process.
|
•
|
On Block 95 (100% WI, operated), we focused on maintaining tangible asset integrity and security and the process with PeruPetro S.A. of “ring-fencing” the Bretaña Field.
|
|
|
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
|
|
(a)
Total Number of Shares Purchased
(1)
|
(b)
Average Price Paid per Share
(2)
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
(3)
|
||||
Month #1 (July 1, 2015 - July 31, 2015)
|
—
|
|
—
|
|
—
|
|
13,831,866
|
|
Month #2 (August 1, 2015 - August 31, 2015)
|
2,575,996
|
|
2.18
|
|
2,575,996
|
|
11,255,870
|
|
Month #3 (September 1, 2015 - September 30, 2015)
|
424,800
|
|
2.30
|
|
424,800
|
|
10,831,070
|
|
Total
|
3,000,796
|
|
2.20
|
|
3,000,796
|
|
10,831,070
|
|
Date: November 3, 2015
|
|
/s/ Gary Guidry
|
|
|
By: Gary Guidry
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: November 3, 2015
|
|
/s/ Ryan Ellson
|
|
|
By: Ryan Ellson
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
Description
|
|
Reference
|
2.1
|
Share Purchase and Sale Offer, dated May 29, 2014, by Gran Tierra Petroco Inc. +
|
|
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).
|
|
|
|
|
2.2
|
Share Purchase and Sale Offer, dated May 29, 2014, by Gran Tierra Energy Inc. and PCESA Petroleros Canadienses De Ecuador S.A. +
|
|
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).
|
|
|
|
|
3.1
|
Restated Articles of Incorporation.
|
|
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).
|
|
|
|
|
3.2
|
Seventh Amended and Restated Bylaws of Gran Tierra Energy Inc.
|
|
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).
|
|
|
|
|
10.1
|
Credit Agreement, dated as of September 18, 2015, by and among Gran Tierra Energy Inc., Gran Tierra Energy International Holdings Ltd., the Bank of Nova Scotia, Societe Generale and the lenders party thereto.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on September 21, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.2
|
Executive Employment Agreement effective May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Gary Guidry
|
|
Filed herewith.
|
|
|
|
|
10.3
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Ryan Ellson
|
|
Filed herewith.
|
|
|
|
|
10.4
|
Executive Employment Agreement effective May 11, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Alan Johnson
|
|
Filed herewith.
|
|
|
|
|
10.5
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Lawrence West
|
|
Filed herewith.
|
|
|
|
|
10.6
|
Executive Employment Agreement effective May 11, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and James Evans
|
|
Filed herewith.
|
|
|
|
|
12.1
|
Statement re: Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith.
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith.
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith.
|
|
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Furnished herewith.
|
A.
|
The Executive has been employed by GTE ULC since May 7, 2015 in the position of President and Chief Executive Officer;
|
B.
|
GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and
|
C.
|
The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since May 7, 2015
.
|
1.1
|
Position
|
1.2
|
Exclusive Service & Other Engagements
|
1.3
|
Reassignment
|
1.4
|
Travel
|
3.1
|
Bonus Eligibility
|
3.2
|
Bonus Payment
|
8.1
|
Term
|
8.2
|
Termination Without Notice
|
(a)
|
Voluntary Resignation
|
(b)
|
Cause
|
(c)
|
Death
|
8.3
|
Termination by the Company without Cause
|
8.4
|
Termination by the Executive for Good Reason.
|
(a)
|
an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;
|
(b)
|
a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;
|
(c)
|
a Change in Control occurs; or
|
(d)
|
any breach by the Company of any material provision of this Agreement.
|
(a)
|
a dissolution, liquidation, sale, lease or other disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;
|
(b)
|
a majority of the voting securities of GTE ULC ceasing to be controlled, directly or indirectly, by Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing; or
|
(c)
|
an amalgamation, arrangement, merger or other consolidation of Gran Tierra with or into any one or more other corporations pursuant to which any person or combination of persons thereafter hold a greater number of voting securities or other securities of the successor or continuing corporation having rights of purchase, conversion or exchange into voting securities of the successor or continuing corporation (assuming the purchase, conversion or exchange of such other securities whether then purchasable, convertible or exchangeable or not into the highest number of voting securities of the successor or continuing corporation such persons would be entitled to) than the number of voting securities of the successor or continuing corporation held directly and indirectly by former shareholders of Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing.
|
8.5
|
Resignation of Offices Held
|
9.1
|
Indemnity
|
9.2
|
Insurance
|
(a)
|
Gran Tierra shall purchase and maintain, throughout the period during which the Executive acts as a director or officer of Gran Tierra or a Member Company and for a period of six years
after the date that the Executive ceases to act as a director or officer of Gran Tierra or a Member Company, directors’ and officers’ liability insurance for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, such that the
|
(b)
|
If for any reason whatsoever, any directors’ and officers’ liability insurer asserts that the Executive or the Executive’s heirs, executors, administrators or other legal representatives are subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by Gran Tierra for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, Gran Tierra shall pay the deductible for and on behalf of the Executive or the Executive’s heirs, executors, administrators or other legal representatives, as the case may be.
|
9.3
|
Survival
|
10.1
|
Fiduciary Duties & Non-Competition
|
10.2
|
Confidentiality
|
10.3
|
Following Termination of Agreement
|
10.4
|
Business Records
|
14.1
|
Notice to Executive
|
14.2
|
Notice to Company
|
21.1
|
Six Month Delay in Payment
|
21.2
|
Application of Exemptions; Administration
|
22.1
|
If the Executive is required to file a US income tax return with the Internal Revenue Service, and if any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) (all such payments collectively referred to herein as the “
280G Payments
”) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed under Section 4999 of the Code (the “
Excise Tax
”), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 5.9 or otherwise) as if no Excise Tax had been imposed.
|
GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation
|
|
GRAN TIERRA ENERGY INC., a Nevada corporation
|
||
By:
|
/s/ Ryan Ellson
|
|
By:
|
/s/ Ryan Ellson
|
|
Name: Ryan Ellson
|
|
|
Name: Ryan Ellson
|
|
Title: Chief Financial Officer
|
|
|
Title: Chief Financial Officer
|
Date:
|
November 2, 2015
|
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
By:
|
/s/ Gary Guidry
|
|
|
|
GARY GUIDRY
|
|
|
Date:
|
November 2, 2015
|
SIGNED, SEALED & DELIVERED
In the presence of: |
|
|
|
/s/ James Evans
|
|
|
|
Witness
|
|
|
|
James Evans
|
|
|
|
Print Name
|
|
|
|
A.
|
The Executive has been employed by GTE ULC since May 11, 2015 in the position of Chief Financial Officer;
|
B.
|
GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and
|
C.
|
The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since May 11, 2015
.
|
1.1
|
Position
|
1.2
|
Exclusive Service & Other Engagements
|
1.3
|
Reassignment
|
1.4
|
Travel
|
3.1
|
Bonus Eligibility
|
3.2
|
Bonus Payment
|
8.1
|
Term
|
8.2
|
Termination Without Notice
|
(a)
|
Voluntary Resignation
|
(b)
|
Cause
|
(c)
|
Death
|
8.3
|
Termination by the Company without Cause
|
8.4
|
Termination by the Executive for Good Reason.
|
(a)
|
an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;
|
(b)
|
a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;
|
(c)
|
a Change in Control occurs; or
|
(d)
|
any breach by the Company of any material provision of this Agreement.
|
(a)
|
a dissolution, liquidation, sale, lease or other disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;
|
(b)
|
a majority of the voting securities of GTE ULC ceasing to be controlled, directly or indirectly, by Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing; or
|
(c)
|
an amalgamation, arrangement, merger or other consolidation of Gran Tierra with or into any one or more other corporations pursuant to which any person or combination of persons thereafter hold a greater number of voting securities or other securities of the successor or continuing corporation having rights of purchase, conversion or exchange into voting securities of the successor or continuing corporation (assuming the purchase, conversion or exchange of such other securities whether then purchasable, convertible or exchangeable or not into the highest number of voting securities of the successor or continuing corporation such persons would be entitled to) than the number of voting securities of the successor or continuing corporation held directly and indirectly by former shareholders of Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing.
|
8.5
|
Resignation of Offices Held
|
9.1
|
Indemnity
|
9.2
|
Insurance
|
(a)
|
Gran Tierra shall purchase and maintain, throughout the period during which the Executive acts as a director or officer of Gran Tierra or a Member Company and for a period of six years
after the date that the Executive ceases to act as a director or officer of Gran Tierra or a Member Company, directors’ and officers’ liability insurance for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, such that the
|
(b)
|
If for any reason whatsoever, any directors’ and officers’ liability insurer asserts that the Executive or the Executive’s heirs, executors, administrators or other legal representatives are subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by Gran Tierra for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, Gran Tierra shall pay the deductible for and on behalf of the Executive or the Executive’s heirs, executors, administrators or other legal representatives, as the case may be.
|
9.3
|
Survival
|
10.1
|
Fiduciary Duties & Non-Competition
|
10.2
|
Confidentiality
|
10.3
|
Following Termination of Agreement
|
10.4
|
Business Records
|
14.1
|
Notice to Executive
|
14.2
|
Notice to Company
|
GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation
|
|
GRAN TIERRA ENERGY INC., a Nevada corporation
|
||
By:
|
/s/ Gary Guidry
|
|
By:
|
/s/ Gary Guidry
|
|
Name: Gary Guidry
|
|
|
Name: Gary Guidry
|
|
Title: President and Chief Executive Officer
|
|
|
Title: President and Chief Executive Officer
|
Date:
|
November 2, 2015
|
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
By:
|
/s/ Ryan Ellson
|
|
|
|
RYAN ELLSON
|
|
|
Date:
|
November 2, 2015
|
SIGNED, SEALED & DELIVERED
In the presence of: |
|
|
|
/s/ James Evans
|
|
|
|
Witness
|
|
|
|
James Evans
|
|
|
|
Print Name
|
|
|
|
A.
|
The Executive has been employed by GTE ULC since May 11, 2015 in the position of VP Asset Management;
|
B.
|
GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and
|
C.
|
The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since May 11, 2015
.
|
1.1
|
Position
|
1.2
|
Exclusive Service & Other Engagements
|
1.3
|
Reassignment
|
1.4
|
Travel
|
3.1
|
Bonus Eligibility
|
3.2
|
Bonus Payment
|
8.1
|
Term
|
8.2
|
Termination Without Notice
|
(a)
|
Voluntary Resignation
|
(b)
|
Cause
|
(c)
|
Death
|
8.3
|
Termination by the Company without Cause
|
8.4
|
Termination by the Executive for Good Reason.
|
(a)
|
an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;
|
(b)
|
a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;
|
(c)
|
a Change in Control occurs; or
|
(d)
|
any breach by the Company of any material provision of this Agreement.
|
(a)
|
a dissolution, liquidation, sale, lease or other disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;
|
(b)
|
a majority of the voting securities of GTE ULC ceasing to be controlled, directly or indirectly, by Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing; or
|
(c)
|
an amalgamation, arrangement, merger or other consolidation of Gran Tierra with or into any one or more other corporations pursuant to which any person or combination of persons thereafter hold a greater number of voting securities or other securities of the successor or continuing corporation having rights of purchase, conversion or exchange into voting securities of the successor or continuing corporation (assuming the purchase, conversion or exchange of such other securities whether then purchasable, convertible or exchangeable or not into the highest number of voting securities of the successor or continuing corporation such persons would be entitled to) than the number of voting securities of the successor or continuing corporation held directly and indirectly by former shareholders of Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing.
|
8.5
|
Resignation of Offices Held
|
9.1
|
Indemnity
|
9.2
|
Insurance
|
(a)
|
Gran Tierra shall purchase and maintain, throughout the period during which the Executive acts as a director or officer of Gran Tierra or a Member Company and for a period of six years
after the date that the Executive ceases to act as a director or officer of Gran Tierra or a Member Company, directors’ and officers’ liability insurance for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, such that the Executive’s insurance coverage is, at all times, at least equal to or better than any insurance coverage that Gran Tierra purchases and maintains for the benefit of its then current directors and officers, from time to time.
|
(b)
|
If for any reason whatsoever, any directors’ and officers’ liability insurer asserts that the Executive or the Executive’s heirs, executors, administrators or other legal representatives are subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by Gran Tierra for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, Gran Tierra shall pay the deductible for and on behalf of the Executive or the Executive’s heirs, executors, administrators or other legal representatives, as the case may be.
|
9.3
|
Survival
|
10.1
|
Fiduciary Duties & Non-Competition
|
10.2
|
Confidentiality
|
10.3
|
Following Termination of Agreement
|
10.4
|
Business Records
|
14.1
|
Notice to Executive
|
14.2
|
Notice to Company
|
GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation
|
|
GRAN TIERRA ENERGY INC., a Nevada corporation
|
||
By:
|
/s/ Gary Guidry
|
|
By:
|
/s/ Gary Guidry
|
|
Name: Gary Guidry
|
|
|
Name: Gary Guidry
|
|
Title: President and Chief Executive Officer
|
|
|
Title: President and Chief Executive Officer
|
Date:
|
November 2, 2015
|
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
By:
|
/s/ Alan Johnson
|
|
|
|
ALAN JOHNSON
|
|
|
Date:
|
November 2, 2015
|
SIGNED, SEALED & DELIVERED
In the presence of: |
|
|
|
/s/ James Evans
|
|
|
|
Witness
|
|
|
|
James Evans
|
|
|
|
Print Name
|
|
|
|
A.
|
The Executive has been employed by GTE ULC since May 11, 2015 in the position of VP Exploration;
|
B.
|
GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and
|
C.
|
The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since May 11, 2015
.
|
1.1
|
Position
|
1.2
|
Exclusive Service & Other Engagements
|
1.3
|
Reassignment
|
1.4
|
Travel
|
3.1
|
Bonus Eligibility
|
3.2
|
Bonus Payment
|
8.1
|
Term
|
8.2
|
Termination Without Notice
|
(a)
|
Voluntary Resignation
|
(b)
|
Cause
|
(c)
|
Death
|
8.3
|
Termination by the Company without Cause
|
8.4
|
Termination by the Executive for Good Reason.
|
(a)
|
an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;
|
(b)
|
a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;
|
(c)
|
a Change in Control occurs; or
|
(d)
|
any breach by the Company of any material provision of this Agreement.
|
(a)
|
a dissolution, liquidation, sale, lease or other disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;
|
(b)
|
a majority of the voting securities of GTE ULC ceasing to be controlled, directly or indirectly, by Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing; or
|
(c)
|
an amalgamation, arrangement, merger or other consolidation of Gran Tierra with or into any one or more other corporations pursuant to which any person or combination of persons thereafter hold a greater number of voting securities or other securities of the successor or continuing corporation having rights of purchase, conversion or exchange into voting securities of the successor or continuing corporation (assuming the purchase, conversion or exchange of such other securities whether then purchasable, convertible or exchangeable or not into the highest number of voting securities of the successor or continuing corporation such persons would be entitled to) than the number of voting securities of the successor or continuing corporation held directly and indirectly by former shareholders of Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing.
|
8.5
|
Resignation of Offices Held
|
9.1
|
Indemnity
|
9.2
|
Insurance
|
(a)
|
Gran Tierra shall purchase and maintain, throughout the period during which the Executive acts as a director or officer of Gran Tierra or a Member Company and for a period of six years
after the date that the Executive ceases to act as a director or officer of Gran Tierra or a Member Company, directors’ and officers’ liability insurance for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, such that the Executive’s insurance coverage is, at all times, at least equal to or better than any insurance coverage that Gran Tierra purchases and maintains for the benefit of its then current directors and officers, from time to time.
|
(b)
|
If for any reason whatsoever, any directors’ and officers’ liability insurer asserts that the Executive or the Executive’s heirs, executors, administrators or other legal representatives are subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by Gran Tierra for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, Gran Tierra shall pay the deductible for and on behalf of the Executive or the Executive’s heirs, executors, administrators or other legal representatives, as the case may be.
|
9.3
|
Survival
|
10.1
|
Fiduciary Duties & Non-Competition
|
10.2
|
Confidentiality
|
10.3
|
Following Termination of Agreement
|
10.4
|
Business Records
|
14.1
|
Notice to Executive
|
14.2
|
Notice to Company
|
GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation
|
|
GRAN TIERRA ENERGY INC., a Nevada corporation
|
||
By:
|
/s/ Gary Guidry
|
|
By:
|
/s/ Gary Guidry
|
|
Name: Gary Guidry
|
|
|
Name: Gary Guidry
|
|
Title: President and Chief Executive Officer
|
|
|
Title: President and Chief Executive Officer
|
Date:
|
November 2, 2015
|
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
By:
|
/s/ Lawrence West
|
|
|
|
LAWRENCE WEST
|
|
|
Date:
|
November 2, 2015
|
SIGNED, SEALED & DELIVERED
In the presence of: |
|
|
|
/s/ James Evans
|
|
|
|
Witness
|
|
|
|
James Evans
|
|
|
|
Print Name
|
|
|
|
A.
|
The Executive has been employed by GTE ULC since May 11, 2015 in the position of VP Corporate Services & Compliance;
|
B.
|
GTE ULC wishes to continue to employ the Executive and the Executive wishes to continue such employment; and
|
C.
|
The Executive has also been employed by Gran Tierra and served as an officer of Gran Tierra since May 11, 2015
.
|
1.1
|
Position
|
1.2
|
Exclusive Service & Other Engagements
|
1.3
|
Reassignment
|
1.4
|
Travel
|
3.1
|
Bonus Eligibility
|
3.2
|
Bonus Payment
|
8.1
|
Term
|
8.2
|
Termination Without Notice
|
(a)
|
Voluntary Resignation
|
(b)
|
Cause
|
(c)
|
Death
|
8.3
|
Termination by the Company without Cause
|
8.4
|
Termination by the Executive for Good Reason.
|
(a)
|
an adverse change in the Executive’s position, titles, duties or responsibilities (including new, additional or changed formal or informal reporting responsibilities) or any failure to re-elect or re-appoint him to any such positions, titles, duties or offices, except in connection with the termination of his employment for Cause;
|
(b)
|
a reduction by the Company of the Executive’s Base Salary except to the extent that the annual base salaries of all other executive officers of the Company are similarly reduced or any change in the basis upon which the Executive’s annual compensation is determined or paid if the change is or will be adverse to the Executive except that an award of any annual performance bonuses (including the Bonus) by the Company’s Compensation Committee (and approved by the Board) are discretionary and in no instance shall be considered adverse to Executive if such performance bonus is reduced from a prior year or if an annual performance bonus is not paid;
|
(c)
|
a Change in Control occurs; or
|
(d)
|
any breach by the Company of any material provision of this Agreement.
|
(a)
|
a dissolution, liquidation, sale, lease or other disposition of all or substantially all of the assets of Gran Tierra or GTE ULC;
|
(b)
|
a majority of the voting securities of GTE ULC ceasing to be controlled, directly or indirectly, by Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing; or
|
(c)
|
an amalgamation, arrangement, merger or other consolidation of Gran Tierra with or into any one or more other corporations pursuant to which any person or combination of persons thereafter hold a greater number of voting securities or other securities of the successor or continuing corporation having rights of purchase, conversion or exchange into voting securities of the successor or continuing corporation (assuming the purchase, conversion or exchange of such other securities whether then purchasable, convertible or exchangeable or not into the highest number of voting securities of the successor or continuing corporation such persons would be entitled to) than the number of voting securities of the successor or continuing corporation held directly and indirectly by former shareholders of Gran Tierra, where “voting securities” means any securities carrying a right to vote in respect of the election of directors under all circumstances or under circumstances that have occurred and are continuing.
|
8.5
|
Resignation of Offices Held
|
9.1
|
Indemnity
|
9.2
|
Insurance
|
(a)
|
Gran Tierra shall purchase and maintain, throughout the period during which the Executive acts as a director or officer of Gran Tierra or a Member Company and for a period of six years
after the date that the Executive ceases to act as a director or officer of Gran Tierra or a Member Company, directors’ and officers’ liability insurance for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, such that the Executive’s insurance coverage is, at all times, at least equal to or better than any insurance coverage that Gran Tierra purchases and maintains for the benefit of its then current directors and officers, from time to time.
|
(b)
|
If for any reason whatsoever, any directors’ and officers’ liability insurer asserts that the Executive or the Executive’s heirs, executors, administrators or other legal representatives are subject to a deductible under any existing or future directors’ and officers’ liability insurance purchased and maintained by Gran Tierra for the benefit of the Executive and the Executive’s heirs, executors, administrators and other legal representatives, Gran Tierra shall pay the deductible for and on behalf of the Executive or the Executive’s heirs, executors, administrators or other legal representatives, as the case may be.
|
9.3
|
Survival
|
10.1
|
Fiduciary Duties & Non-Competition
|
10.2
|
Confidentiality
|
10.3
|
Following Termination of Agreement
|
10.4
|
Business Records
|
14.1
|
Notice to Executive
|
14.2
|
Notice to Company
|
GRAN TIERRA ENERGY CANADA ULC, an Alberta corporation
|
|
GRAN TIERRA ENERGY INC., a Nevada corporation
|
||
By:
|
/s/ Gary Guidry
|
|
By:
|
/s/ Gary Guidry
|
|
Name: Gary Guidry
|
|
|
Name: Gary Guidry
|
|
Title: President and Chief Executive Officer
|
|
|
Title: President and Chief Executive Officer
|
Date:
|
November 2, 2015
|
|
Date:
|
November 2, 2015
|
|
|
|
|
|
|
|
EXECUTIVE
|
|
|
|
By:
|
/s/ James Evans
|
|
|
|
JIM EVANS
|
|
|
Date:
|
November 2, 2015
|
SIGNED, SEALED & DELIVERED
In the presence of: |
|
|
|
/s/ Danine Birkholm
|
|
|
|
Witness
|
|
|
|
Danine Birkholm
|
|
|
|
Print Name
|
|
|
|
|
Nine Months Ended September 30,
|
Year Ended December 31,
|
||||||||||||||||
|
2015
|
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||
Fixed charges
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,604
|
|
$
|
—
|
|
Interest portion of rental expense
|
23
|
|
18
|
|
21
|
|
27
|
|
31
|
|
24
|
|
||||||
Total fixed charges
|
$
|
23
|
|
$
|
18
|
|
$
|
21
|
|
$
|
27
|
|
$
|
1,635
|
|
$
|
24
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings
|
$
|
(243,456
|
)
|
$
|
(17,134
|
)
|
$
|
309,284
|
|
$
|
196,349
|
|
$
|
266,875
|
|
$
|
121,654
|
|
Fixed charges per above
|
(23
|
)
|
(18
|
)
|
(21
|
)
|
(27
|
)
|
(1,635
|
)
|
(24
|
)
|
||||||
|
$
|
(243,479
|
)
|
$
|
(17,152
|
)
|
$
|
309,263
|
|
$
|
196,322
|
|
$
|
265,240
|
|
$
|
121,630
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
—
|
|
—
|
|
14,727
|
|
7,271
|
|
162
|
|
5,068
|
|
||||||
Deficiency of earnings available to cover fixed charges
|
$
|
(243,502
|
)
|
$
|
(17,170
|
)
|
|
|
|
|
Date: November 3, 2015
|
/s/ Gary Guidry
|
|
By: Gary Guidry
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: November 3, 2015
|
/s/ Ryan Ellson
|
|
By: Ryan Ellson
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
(1)
|
The Report, to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gary Guidry
|
|
/s/ Ryan Ellson
|
By: Gary Guidry
|
|
By: Ryan Ellson
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|