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ý
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ANNUAL 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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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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NYSE MKT
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Toronto Stock Exchange
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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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Items 1 and 2.
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Business and Properties
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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SIGNATURES
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EXHIBIT INDEX
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bbl
|
barrel
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Mcf
|
thousand cubic feet
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Mbbl
|
thousand barrels
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MMcf
|
million cubic feet
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MMbbl
|
million barrels
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Bcf
|
billion cubic feet
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BOE
|
barrels of oil equivalent
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bopd
|
barrels of oil per day
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MMBOE
|
million barrels of oil equivalent
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NGL
|
natural gas liquids
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BOEPD
|
barrels of oil equivalent per day
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NAR
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net after royalty
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•
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On the Chaza Block (100% working interest ("WI"), operated), we drilled and completed the Costayaco-25D and Costayaco-26D development wells in the Costayaco Field, and the Moqueta-17 and Moqueta-21D development wells in the Moqueta Field, as oil producers. The Moqueta-19i well was completed as a water injector as planned. We commenced drilling the Costayaco-24D and Costayaco-27i development well and started pre-drilling activities for the
|
•
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On the Garibay Block (
50%
WI, non-operated) and Tiple Block (owned by two other parties), the 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 and completed three development wells, Jilguero Sur-2, Jilguero-3 and Jilguero-4 as oil producing wells.
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•
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We completed the acquisition of 2-D seismic on the Cauca-7 (100% WI, operated), Sinu-1 (60% WI, operated) and Sinu-3 (51% WI, operated) Blocks and continued activities in preparation for the acquisition of 2-D seismic on the Putumayo-10 Block (100% WI, operated). We also commenced environmental impact assessments ("EIA"s) for future drilling on the Sinu-3 Block.
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•
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We also continued facilities work at the Costayaco and Moqueta Fields on the Chaza Block, and on the Jilguero unitized Field within the Garibay Block.
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•
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On Blocks REC-T-86, Block REC-T-117 and Block REC-T-118 (100% WI, operated)), we completed the acquisition, processing and interpretation of 3-D seismic.
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•
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On Block REC-T-155 (100% WI, operated), we initiated construction of an infield gas pipeline between the Tiê facilities and 3-GTE-03-BA.
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•
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On Block 95 (100% WI, operated), we completed drilling operations on the Bretaña Sur 95-3-4-1X appraisal well on the L4 lobe in the Bretaña Field, which satisfied our work obligation for the fifth exploration period. We encountered approximately six feet of oil pay above the oil-water contact in the Vivian Sandstone Reservoir. This oil column was less than what we had estimated prior to drilling. As previously discussed, in February 2015, we ceased all further development expenditures in the Bretaña Field on Block 95 other than what is necessary to maintain tangible asset integrity and security.
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•
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On Blocks 107 and 133 (100% WI, operated), we continued the environmental permitting process. On Block 107, we completed the acquisition, interpretation and processing of 2-D seismic and commenced planning activities for the Osheki-1 exploration well and the refurbishment of the base camp and well location. Both of these planning activities were suspended at the end of February 2015.
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Block and Field(s)
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Basin
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WI
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Estimated Proved Reserves, NAR
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2015 Average Production NAR, BOEPD
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Number of Productive Wells at December 31, 2015, Net
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End of Production Phase
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Acres, Net
(1)
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Chaza - Costayaco and Moqueta Fields
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Putumayo
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100% operated
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29,375
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16,601
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28.0
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2033 for Costayaco and 2037 for Moqueta
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46,676
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Guayuyaco - Guayuyaco and Juanambu Fields
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Putumayo
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70% operated
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1,890
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727
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3.8
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2030
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36,656
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Garibay (50% WI)
- Jilguero Field (38.5% WI)
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Llanos
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50%
non-operated
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753
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739
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1.9
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2037
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19,460
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Llanos-22 - Ramiriqui Field
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Llanos
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45%
non-operated
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1,672
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810
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0.9
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2038
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19,075
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11 Other Blocks
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Putumayo, Cauca, Catatumbo or Sinu
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See below
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—
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95
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—
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—
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2,652,763
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Gran Tierra as at December 31, 2015
(1)
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33,690
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18,972
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34.6
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2,774,630
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Combined Petroamerica and PGC
(2)
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3,947
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3,360
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7.6
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940,708
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||
Pro forma Gran Tierra as at December 31, 2015
(3)
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37,637
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22,332
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42.2
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3,715,338
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Block
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Acres, Gross and Net
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Block 95
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853,210
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Block 123
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2,323,831
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Block 129
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1,167,409
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Block 107
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623,504
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Block 133
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764,320
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5,732,274
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Oil
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Natural Gas
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Oil and Natural Gas
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Reserves Category
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(Mbbl)
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(MMcf)
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(MBOE)
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|||
Proved
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|||
Developed
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|||
Colombia
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28,513
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1,346
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28,737
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Brazil
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2,303
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1,368
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2,531
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Total proved developed reserves
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30,816
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2,714
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31,268
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Undeveloped
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|||
Colombia
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4,873
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477
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4,953
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Brazil
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2,420
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1,437
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2,659
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Total proved undeveloped reserves
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7,293
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1,914
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7,612
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Total proved reserves
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38,109
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4,628
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38,880
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|||
Probable
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|||
Developed
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|||
Colombia
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7,354
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|
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514
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7,440
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Brazil
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651
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386
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|
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715
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Total probable developed reserves
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8,005
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|
900
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8,155
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Undeveloped
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|
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|
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|||
Colombia
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5,319
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|
|
557
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|
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5,412
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Brazil
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1,952
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|
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1,159
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|
|
2,145
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Total probable undeveloped reserves
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7,271
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1,716
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|
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7,557
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Total probable reserves
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15,276
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|
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2,616
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|
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15,712
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|
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|
|
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|||
Possible
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|
|
|
|
|
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|||
Developed
|
|
|
|
|
|
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|||
Colombia
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6,044
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|
|
530
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|
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6,132
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Brazil
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563
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|
|
334
|
|
|
619
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Total possible developed reserves
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6,607
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|
864
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|
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6,751
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Undeveloped
|
|
|
|
|
|
|
|||
Colombia
|
|
3,860
|
|
|
508
|
|
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3,945
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Brazil
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1,688
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|
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1,002
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|
|
1,855
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Total possible undeveloped reserves
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5,548
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|
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1,510
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|
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5,800
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Total possible reserves
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12,155
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|
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2,374
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|
|
12,551
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Oil and NGLs (USD/bbl) - Colombia
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|
$
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43.96
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Natural Gas (USD/Mcf) - Colombia
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|
$
|
3.55
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Light/Medium Oil (USD/bbl) - Brazil
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$
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40.57
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Natural Gas (USD/Mcf) - Brazil
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|
$
|
1.47
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|
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Oil Equivalent
(MMBOE)
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||
Balance, December 31, 2014
|
$
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7.7
|
|
Converted to proved producing
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(1.3
|
)
|
|
Discoveries and extensions
|
0.6
|
|
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Technical revisions
|
0.6
|
|
|
Balance, December 31, 2015
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$
|
7.6
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
Costayaco
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Moqueta
|
|
Costayaco
|
Moqueta
|
|
Costayaco
|
Moqueta
|
||||||||||||
Oil and NGL's, bbl
|
|
4,053,977
|
|
2,005,444
|
|
|
4,194,933
|
|
1,690,335
|
|
|
4,692,610
|
|
1,283,369
|
|
||||||
Average sales price of oil and NGL's per bbl
|
|
$
|
42.57
|
|
$
|
42.10
|
|
|
$
|
83.05
|
|
$
|
82.84
|
|
|
$
|
90.13
|
|
$
|
97.22
|
|
Operating expenses of oil and NGL's per bbl
|
|
$
|
14.87
|
|
$
|
15.93
|
|
|
$
|
15.50
|
|
$
|
12.06
|
|
|
$
|
11.29
|
|
$
|
16.58
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.00
|
|
|
1.60
|
|
Dry
|
|
1.00
|
|
|
1.00
|
|
|
2.00
|
|
|
2.00
|
|
|
1.00
|
|
|
0.50
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
|
2.00
|
|
|
2.00
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
7.00
|
|
|
5.16
|
|
|
6.00
|
|
|
6.00
|
|
|
5.00
|
|
|
5.00
|
|
Dry
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
In Progress
|
|
6.00
|
|
|
6.00
|
|
|
3.00
|
|
|
3.00
|
|
|
—
|
|
|
—
|
|
Total Colombia
|
|
14.00
|
|
|
12.16
|
|
|
12.00
|
|
|
12.00
|
|
|
11.00
|
|
|
9.10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brazil
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
2.00
|
|
|
2.00
|
|
|
2.00
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
2.00
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Brazil
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
2.00
|
|
|
4.00
|
|
|
4.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Peru
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Service
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
|
—
|
|
|
—
|
|
Total Peru
|
|
2.00
|
|
|
2.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Argentina
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Exploration
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.00
|
|
|
1.70
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Productive
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
0.85
|
|
|
4.00
|
|
|
3.35
|
|
Dry
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
0.35
|
|
In Progress
|
|
—
|
|
|
—
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
|
1.00
|
|
Total Argentina
|
|
—
|
|
|
—
|
|
|
2.00
|
|
|
1.85
|
|
|
9.00
|
|
|
6.40
|
|
Total
|
|
16.00
|
|
|
14.16
|
|
|
17.00
|
|
|
16.85
|
|
|
25.00
|
|
|
20.50
|
|
|
Oil Wells
|
|
Gas Wells
|
|
Total Wells
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
(1)
|
40.0
|
|
|
34.6
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
|
34.6
|
|
Brazil
(2)
|
2.0
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
Peru
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.0
|
|
|
43.0
|
|
|
37.6
|
|
|
—
|
|
|
—
|
|
|
43.0
|
|
|
37.6
|
|
|
Developed
|
|
Undeveloped
|
|
Total
|
||||||||||||
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
|
Gross
|
|
Net
|
||||||
Colombia
(1)
|
180,349
|
|
|
121,867
|
|
|
3,216,195
|
|
|
2,652,763
|
|
|
3,396,544
|
|
|
2,774,630
|
|
Brazil
|
1,511
|
|
|
1,511
|
|
|
46,223
|
|
|
46,223
|
|
|
47,734
|
|
|
47,734
|
|
Peru
|
—
|
|
|
—
|
|
|
5,732,274
|
|
|
5,732,274
|
|
|
5,732,274
|
|
|
5,732,274
|
|
Gran Tierra as at December 31, 2015
(1)
|
181,860
|
|
|
123,378
|
|
|
8,994,692
|
|
|
8,431,260
|
|
|
9,176,552
|
|
|
8,554,638
|
|
Combined Petroamerica and PGC
(2)
|
1,514,477
|
|
|
386,108
|
|
|
794,545
|
|
|
554,600
|
|
|
2,309,022
|
|
|
940,708
|
|
Pro forma as at December 31, 2015
(3)
|
1,696,337
|
|
|
509,486
|
|
|
9,789,237
|
|
|
8,985,860
|
|
|
11,485,574
|
|
|
9,495,346
|
|
•
|
expand our systems effectively or efficiently or in a timely manner;
|
•
|
allocate our human resources optimally;
|
•
|
identify and hire qualified employees or retain valued employees; or
|
•
|
incorporate effectively the components of any business that we may acquire in our effort to achieve growth. If we are unable to manage our growth and our operations our financial results could be adversely affected by inefficiencies, which could diminish our profitability.
|
•
|
all bilateral aid, except anti-narcotics and humanitarian aid, would be suspended;
|
•
|
the Export-Import Bank of the United States and the Overseas Private Investment Corporation would not approve financing for new projects in Colombia;
|
•
|
United States representatives at multilateral lending institutions would be required to vote against all loan requests from Colombia, although such votes would not constitute vetoes; and
|
•
|
the President of the United States and Congress would retain the right to apply future trade sanctions.
|
•
|
dilution caused by our issuance of additional shares of Common Stock and other forms of equity securities, which we expect to make in connection with acquisitions of other companies or assets;
|
•
|
announcements of new acquisitions, reserve discoveries or other business initiatives by our competitors;
|
•
|
fluctuations in revenue from our oil and natural gas business;
|
•
|
changes in the market and/or WTI or Brent price for oil and natural gas commodities and/or in the capital markets generally, or under our credit agreement;
|
•
|
changes in the demand for oil and natural gas, including changes resulting from the introduction or expansion of alternative fuels;
|
•
|
changes in the social, political and/or legal climate in the regions in which we will operate;
|
•
|
changes in the valuation of similarly situated companies, both in our industry and in other industries;
|
•
|
changes in analysts’ estimates affecting us, our competitors and/or our industry;
|
•
|
changes in the accounting methods used in or otherwise affecting our industry;
|
•
|
changes in independent reserve estimates related to our oil and gas properties;
|
•
|
announcements of technological innovations or new products available to the oil and natural gas industry;
|
•
|
announcements by relevant governments pertaining to incentives for alternative energy development programs;
|
•
|
fluctuations in interest rates, exchange rates and the availability of capital in the capital markets; and
|
•
|
significant sales of shares of our Common Stock, including sales by future investors in future offerings we expect to make to raise additional capital.
|
•
|
quarterly variations in our revenues and operating expenses; and
|
•
|
additions and departures of key personnel.
|
•
|
updated reserve estimates by independent parties.
|
Name
|
|
Age
|
|
Position
|
Gary S. Guidry
|
|
60
|
|
President and Chief Executive Officer, Director
|
Ryan Ellson
|
|
40
|
|
Chief Financial Officer
|
Adrian Coral
|
|
42
|
|
President, Gran Tierra Energy Colombia
|
James Evans
|
|
50
|
|
Vice President, Corporate Services
|
David Hardy
|
|
61
|
|
Vice-President, Legal, Secretary and General Counsel
|
Alan Johnson
|
|
44
|
|
Vice President, Asset Management
|
Lawrence West
|
|
59
|
|
Vice President, Exploration
|
|
|
High
|
|
Low
|
||||
Fourth Quarter 2015
|
|
$
|
2.91
|
|
|
$
|
2.01
|
|
Third Quarter 2015
|
|
$
|
2.92
|
|
|
$
|
1.91
|
|
Second Quarter 2015
|
|
$
|
3.87
|
|
|
$
|
2.72
|
|
First Quarter 2015
|
|
$
|
3.93
|
|
|
$
|
2.10
|
|
Fourth Quarter 2014
|
|
$
|
5.43
|
|
|
$
|
3.11
|
|
Third Quarter 2014
|
|
$
|
8.04
|
|
|
$
|
5.54
|
|
Second Quarter 2014
|
|
$
|
8.12
|
|
|
$
|
6.97
|
|
First Quarter 2014
|
|
$
|
7.74
|
|
|
$
|
6.82
|
|
|
(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) |
||||
July 1-31, 2015
|
—
|
|
—
|
|
—
|
|
13,831,866
|
|
August 1-31, 2015
|
2,575,996
|
|
2.18
|
|
2,575,996
|
|
11,255,870
|
|
September 1-30, 2015
|
424,800
|
|
2.30
|
|
424,800
|
|
10,831,070
|
|
October 1-31, 2015
|
485,100
|
|
2.24
|
|
485,100
|
|
10,345,970
|
|
November 1-30, 2015
|
—
|
|
—
|
|
—
|
|
10,345,970
|
|
December 1-31, 2015
|
1,081,240
|
|
2.12
|
|
1,081,240
|
|
9,264,730
|
|
Total
|
4,567,136
|
|
2.19
|
|
4,567,136
|
|
9,264,730
|
|
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Oil and natural gas sales
|
$
|
276,011
|
|
|
$
|
559,398
|
|
|
646,955
|
|
|
$
|
503,467
|
|
|
$
|
548,175
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses
|
75,565
|
|
|
89,753
|
|
|
91,223
|
|
|
65,562
|
|
|
51,690
|
|
|||||
Transportation
|
40,204
|
|
|
24,196
|
|
|
18,949
|
|
|
26,645
|
|
|
7,731
|
|
|||||
Depletion, depreciation and accretion
|
176,386
|
|
|
185,877
|
|
|
200,851
|
|
|
130,370
|
|
|
143,696
|
|
|||||
Asset impairment
|
323,918
|
|
|
265,126
|
|
|
2,000
|
|
|
20,200
|
|
|
42,000
|
|
|||||
G&A expenses
|
32,353
|
|
|
51,249
|
|
|
41,115
|
|
|
46,659
|
|
|
52,344
|
|
|||||
Severance expenses
|
8,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity tax
|
3,769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,271
|
|
|||||
Foreign exchange (gain) loss
|
(17,242
|
)
|
|
(39,535
|
)
|
|
(18,693
|
)
|
|
28,727
|
|
|
(255
|
)
|
|||||
Financial instruments loss (gain)
|
2,027
|
|
|
4,722
|
|
|
—
|
|
|
—
|
|
|
(1,354
|
)
|
|||||
Other loss
|
—
|
|
|
—
|
|
|
4,400
|
|
|
—
|
|
|
—
|
|
|||||
Other gain
|
(502
|
)
|
|
(2,000
|
)
|
|
—
|
|
|
(9,336
|
)
|
|
—
|
|
|||||
Gain on acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,699
|
)
|
|||||
|
645,468
|
|
|
579,388
|
|
|
339,845
|
|
|
308,827
|
|
|
282,424
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
1,369
|
|
|
2,856
|
|
|
2,174
|
|
|
1,709
|
|
|
1,124
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations before income taxes
|
(368,088
|
)
|
|
(17,134
|
)
|
|
309,284
|
|
|
196,349
|
|
|
266,875
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Current income tax (expense) recovery
|
(15,383
|
)
|
|
(92,865
|
)
|
|
(157,126
|
)
|
|
(69,453
|
)
|
|
(134,018
|
)
|
|||||
Deferred income tax recovery (expense)
|
115,442
|
|
|
(34,350
|
)
|
|
28,865
|
|
|
(26,814
|
)
|
|
18,728
|
|
|||||
|
100,059
|
|
|
(127,215
|
)
|
|
(128,261
|
)
|
|
(96,267
|
)
|
|
(115,290
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income from continuing operations
|
(268,029
|
)
|
|
(144,349
|
)
|
|
181,023
|
|
|
100,082
|
|
|
151,585
|
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
(26,990
|
)
|
|
(54,735
|
)
|
|
(423
|
)
|
|
(24,668
|
)
|
|||||
Net income (loss)
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
|
126,288
|
|
|
$
|
99,659
|
|
|
$
|
126,917
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
INCOME (LOSS) PER SHARE
|
|
|
|
|
|
|
|
|
|
||||||||||
BASIC
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
0.64
|
|
|
$
|
0.35
|
|
|
$
|
0.55
|
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
—
|
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|
—
|
|
|
(0.09
|
)
|
|||||
NET INCOME (LOSS)
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.45
|
|
|
$
|
0.35
|
|
|
$
|
0.46
|
|
DILUTED
|
|
|
|
|
|
|
|
|
|
||||||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
0.63
|
|
|
$
|
0.35
|
|
|
$
|
0.54
|
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
—
|
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|
—
|
|
|
(0.09
|
)
|
|||||
NET INCOME (LOSS)
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.44
|
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Cash and cash equivalents
|
$
|
145,342
|
|
|
$
|
331,848
|
|
|
$
|
428,800
|
|
|
$
|
212,624
|
|
|
$
|
351,685
|
|
Working capital (including cash)
(1)
|
160,449
|
|
|
239,312
|
|
|
244,764
|
|
|
220,288
|
|
|
210,071
|
|
|||||
Oil and gas properties
|
780,360
|
|
|
1,117,931
|
|
|
1,250,070
|
|
|
1,196,661
|
|
|
1,036,850
|
|
|||||
Deferred tax asset - long-term
(1)
|
3,241
|
|
|
2,153
|
|
|
3,663
|
|
|
3,918
|
|
|
7,776
|
|
|||||
Total assets
|
1,146,118
|
|
|
1,714,050
|
|
|
1,904,550
|
|
|
1,732,875
|
|
|
1,626,780
|
|
|||||
Deferred tax liability - long-term
(1)
|
34,592
|
|
|
176,364
|
|
|
178,275
|
|
|
225,532
|
|
|
186,799
|
|
|||||
Total long-term liabilities
|
70,485
|
|
|
213,039
|
|
|
209,270
|
|
|
250,396
|
|
|
207,633
|
|
|||||
Shareholders’ equity
|
1,001,642
|
|
|
1,276,685
|
|
|
1,429,908
|
|
|
1,291,431
|
|
|
1,174,318
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2015
|
|
% Change
|
|
2014
|
|
% Change
|
|
2013
|
||||||||
Estimated Proved Oil and Gas Reserves, NAR, at December 31 (MMBOE)
|
|
38.9
|
|
|
5
|
|
|
37.0
|
|
|
(12
|
)
|
|
42.1
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated Probable Oil and Gas Reserves, NAR, at December 31 (MMBOE)
|
|
15.7
|
|
|
16
|
|
|
13.5
|
|
|
(81
|
)
|
|
69.8
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Estimated Possible Oil and Gas Reserves, NAR, at December 31 (MMBOE)
|
|
12.6
|
|
|
(18
|
)
|
|
15.4
|
|
|
(79
|
)
|
|
72.0
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Volumes (BOE)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Interest Production Before Royalties
|
|
8,541,393
|
|
|
(7
|
)
|
|
9,191,467
|
|
|
(2
|
)
|
|
9,357,967
|
|
|||
Royalties
|
|
(1,428,088
|
)
|
|
(34
|
)
|
|
(2,153,013
|
)
|
|
(10
|
)
|
|
(2,397,037
|
)
|
|||
Production NAR
|
|
7,113,305
|
|
|
1
|
|
|
7,038,454
|
|
|
1
|
|
|
6,960,930
|
|
|||
Change in Inventory
|
|
(448,562
|
)
|
|
62
|
|
|
(277,485
|
)
|
|
(553
|
)
|
|
61,217
|
|
|||
Sales
(1)
|
|
6,664,743
|
|
|
(1
|
)
|
|
6,760,969
|
|
|
(4
|
)
|
|
7,022,147
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Daily Volumes (BOEPD)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Interest Production Before Royalties
|
|
23,401
|
|
|
(7
|
)
|
|
25,182
|
|
|
(2
|
)
|
|
25,638
|
|
|||
Royalties
|
|
(3,912
|
)
|
|
(34
|
)
|
|
(5,899
|
)
|
|
(10
|
)
|
|
(6,567
|
)
|
|||
Production NAR
|
|
19,489
|
|
|
1
|
|
|
19,283
|
|
|
1
|
|
|
19,071
|
|
|||
Change in Inventory
|
|
(1,229
|
)
|
|
62
|
|
|
(760
|
)
|
|
(552
|
)
|
|
168
|
|
|||
Sales
(1)
|
|
18,260
|
|
|
(1
|
)
|
|
18,523
|
|
|
(4
|
)
|
|
19,239
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and Gas Sales ($000s)
|
|
276,011
|
|
|
(51
|
)
|
|
559,398
|
|
|
(14
|
)
|
|
646,955
|
|
|||
Operating Expenses ($000s)
|
|
(75,565
|
)
|
|
(16
|
)
|
|
(89,753
|
)
|
|
(2
|
)
|
|
(91,223
|
)
|
|||
Transportation expenses
|
|
(40,204
|
)
|
|
66
|
|
|
(24,196
|
)
|
|
28
|
|
|
(18,949
|
)
|
|||
Operating Netback ($000s)
(2)
|
|
160,242
|
|
|
(64
|
)
|
|
445,449
|
|
|
(17
|
)
|
|
536,783
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
General and Administrative Expenses ("G&A")
|
|
|
|
|
|
|
|
|
|
|
||||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
|
$
|
66,251
|
|
|
(33
|
)
|
|
$
|
98,474
|
|
|
21
|
|
|
$
|
81,498
|
|
Stock-Based Compensation
|
|
2,573
|
|
|
(58
|
)
|
|
6,134
|
|
|
(18
|
)
|
|
7,474
|
|
|||
Capitalized G&A and Overhead Recoveries
|
|
(36,471
|
)
|
|
(32
|
)
|
|
(53,359
|
)
|
|
11
|
|
|
(47,857
|
)
|
|||
|
|
$
|
32,353
|
|
|
(37
|
)
|
|
$
|
51,249
|
|
|
25
|
|
|
$
|
41,115
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
EBITDA
(3)
|
|
$
|
132,216
|
|
|
(70
|
)
|
|
$
|
433,869
|
|
|
(15
|
)
|
|
$
|
512,135
|
|
Adjusted EBITDA
(3)
|
|
$
|
114,974
|
|
|
(71
|
)
|
|
$
|
394,334
|
|
|
(20
|
)
|
|
$
|
493,442
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) ($000s)
|
|
$
|
(268,029
|
)
|
|
56
|
|
|
$
|
(171,339
|
)
|
|
(236
|
)
|
|
$
|
126,288
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Funds Flow From Continuing Operations ($000s)
(4)
|
|
$
|
108,320
|
|
|
(66
|
)
|
|
$
|
319,614
|
|
|
(8
|
)
|
|
$
|
347,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Capital Expenditures for Continuing Operations ($000s)
(5)
|
|
$
|
159,226
|
|
|
(62
|
)
|
|
$
|
416,232
|
|
|
41
|
|
|
$
|
295,315
|
|
|
As at December 31,
|
||||||||||||||||
|
2015
|
|
% Change
|
|
2014
|
|
% Change
|
|
2013
|
||||||||
Cash & Cash Equivalents ($000s)
|
$
|
145,342
|
|
|
(56
|
)
|
|
$
|
331,848
|
|
|
(23
|
)
|
|
$
|
428,800
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Working Capital (including cash & cash equivalents) ($000s)
|
$
|
160,449
|
|
|
(33
|
)
|
|
$
|
239,312
|
|
|
(2
|
)
|
|
$
|
244,764
|
|
|
|
Year Ended December 31,
|
||||||||||
EBITDA - Non-GAAP Measure ($000s)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
|
$
|
126,288
|
|
Adjustments to reconcile net income (loss) to EBITDA
|
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
26,990
|
|
|
54,735
|
|
|||
DD&A expenses
|
|
176,386
|
|
|
185,877
|
|
|
200,851
|
|
|||
Asset Impairment
|
|
323,918
|
|
|
265,126
|
|
|
2,000
|
|
|||
Income tax (recovery) expense
|
|
(100,059
|
)
|
|
127,215
|
|
|
128,261
|
|
|||
EBITDA
|
|
$
|
132,216
|
|
|
$
|
433,869
|
|
|
$
|
512,135
|
|
Foreign exchange gain
|
|
(17,242
|
)
|
|
(39,535
|
)
|
|
(18,693
|
)
|
|||
Adjusted EBITDA
|
|
$
|
114,974
|
|
|
$
|
394,334
|
|
|
$
|
493,442
|
|
|
Year Ended December 31,
|
||||||||||
Funds Flow From Continuing Operations - Non-GAAP Measure ($000s)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income (loss)
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
|
$
|
126,288
|
|
Adjustments to reconcile net income (loss) to funds flow from continuing operations
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of income taxes
|
—
|
|
|
26,990
|
|
|
54,735
|
|
|||
DD&A expenses
|
176,386
|
|
|
185,877
|
|
|
200,851
|
|
|||
Asset impairment
|
323,918
|
|
|
265,126
|
|
|
2,000
|
|
|||
Deferred tax (recovery) expense
|
(115,442
|
)
|
|
34,350
|
|
|
(28,865
|
)
|
|||
Non-cash stock-based compensation
|
2,091
|
|
|
5,451
|
|
|
8,002
|
|
|||
Financial instruments loss
|
2,027
|
|
|
4,722
|
|
|
—
|
|
|||
Unrealized foreign exchange gain
|
(8,380
|
)
|
|
(30,941
|
)
|
|
(16,103
|
)
|
|||
Cash settlement of foreign currency derivatives
|
(3,749
|
)
|
|
4,661
|
|
|
—
|
|
|||
Other loss
|
—
|
|
|
—
|
|
|
4,400
|
|
|||
Other gain
|
(502
|
)
|
|
(2,000
|
)
|
|
—
|
|
|||
Equity tax
|
—
|
|
|
(3,283
|
)
|
|
(3,345
|
)
|
|||
Funds flow from continuing operations
|
$
|
108,320
|
|
|
$
|
319,614
|
|
|
$
|
347,963
|
|
|
|
Year Ended December 31,
|
||||||||||||||||
|
|
2015
|
|
% Change
|
|
2014
|
|
% Change
|
|
2013
|
||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and natural gas sales
|
|
$
|
276,011
|
|
|
(51
|
)
|
|
$
|
559,398
|
|
|
(14
|
)
|
|
$
|
646,955
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
|
75,565
|
|
|
(16
|
)
|
|
89,753
|
|
|
(2
|
)
|
|
91,223
|
|
|||
Transportation expenses
|
|
40,204
|
|
|
66
|
|
|
24,196
|
|
|
28
|
|
|
18,949
|
|
|||
DD&A expenses
|
|
176,386
|
|
|
(5
|
)
|
|
185,877
|
|
|
(7
|
)
|
|
200,851
|
|
|||
Asset impairment
|
|
323,918
|
|
|
22
|
|
|
265,126
|
|
|
—
|
|
|
2,000
|
|
|||
G&A expenses
|
|
32,353
|
|
|
(37
|
)
|
|
51,249
|
|
|
25
|
|
|
41,115
|
|
|||
Severance expenses
|
|
8,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity tax
|
|
3,769
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(17,242
|
)
|
|
56
|
|
|
(39,535
|
)
|
|
(111
|
)
|
|
(18,693
|
)
|
|||
Financial instruments loss
|
|
2,027
|
|
|
(57
|
)
|
|
4,722
|
|
|
—
|
|
|
—
|
|
|||
Other loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
4,400
|
|
|||
Other gain
|
|
(502
|
)
|
|
75
|
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
645,468
|
|
|
11
|
|
|
579,388
|
|
|
70
|
|
|
339,845
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
1,369
|
|
|
(52
|
)
|
|
2,856
|
|
|
31
|
|
|
2,174
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations before income taxes
|
|
(368,088
|
)
|
|
(2,048
|
)
|
|
(17,134
|
)
|
|
(106
|
)
|
|
309,284
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current income tax expense
|
|
(15,383
|
)
|
|
(83
|
)
|
|
(92,865
|
)
|
|
(41
|
)
|
|
(157,126
|
)
|
|||
Deferred income tax recovery (expense)
|
|
115,442
|
|
|
(436
|
)
|
|
(34,350
|
)
|
|
219
|
|
|
28,865
|
|
|||
|
|
100,059
|
|
|
(179
|
)
|
|
(127,215
|
)
|
|
(1
|
)
|
|
(128,261
|
)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
(268,029
|
)
|
|
(86
|
)
|
|
(144,349
|
)
|
|
(180
|
)
|
|
181,023
|
|
|||
Loss from discontinued operations, net of income taxes
|
|
—
|
|
|
(100
|
)
|
|
(26,990
|
)
|
|
(51
|
)
|
|
(54,735
|
)
|
|||
Net income (loss)
|
|
$
|
(268,029
|
)
|
|
(56
|
)
|
|
$
|
(171,339
|
)
|
|
(236
|
)
|
|
$
|
126,288
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales Volumes
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and NGL's, bbl
|
|
6,611,680
|
|
|
(1
|
)
|
|
6,706,083
|
|
|
(4
|
)
|
|
7,006,657
|
|
|||
Natural gas, Mcf
|
|
318,379
|
|
|
(3
|
)
|
|
329,312
|
|
|
254
|
|
|
92,942
|
|
|||
Total sales volumes, BOE
|
|
6,664,743
|
|
(1
|
)
|
|
6,760,968
|
|
(4
|
)
|
|
7,022,147
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Prices
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and NGL's per bbl
|
|
$
|
41.56
|
|
|
(50
|
)
|
|
$
|
83.22
|
|
|
(10
|
)
|
|
$
|
92.31
|
|
Natural gas per Mcf
|
|
$
|
3.80
|
|
|
(16
|
)
|
|
$
|
4.52
|
|
|
24
|
|
|
$
|
3.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consolidated Results of Operations per BOE Sales Volumes
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Oil and natural gas sales
|
|
$
|
41.41
|
|
|
(50
|
)
|
|
$
|
82.74
|
|
|
(10
|
)
|
|
$
|
92.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
11.34
|
|
|
(15
|
)
|
|
13.28
|
|
|
2
|
|
|
12.99
|
|
|||
Transportation expenses
|
|
6.03
|
|
|
68
|
|
|
3.58
|
|
|
33
|
|
|
2.70
|
|
|||
DD&A expenses
|
|
26.47
|
|
|
(4
|
)
|
|
27.49
|
|
|
(4
|
)
|
|
28.60
|
|
|||
Asset impairment
|
|
48.60
|
|
|
24
|
|
|
39.21
|
|
|
—
|
|
|
0.29
|
|
|||
G&A expenses
|
|
4.85
|
|
|
(36
|
)
|
|
7.58
|
|
|
29
|
|
|
5.86
|
|
|||
Severance expenses
|
|
1.35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Equity tax
|
|
0.57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(2.59)
|
|
|
56
|
|
|
(5.85)
|
|
|
(120
|
)
|
|
(2.66)
|
|
|||
Financial instruments loss
|
|
0.30
|
|
|
(57
|
)
|
|
0.70
|
|
|
—
|
|
|
—
|
|
|||
Other loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
0.63
|
|
|||
Other gain
|
|
(0.08
|
)
|
|
73
|
|
|
(0.30
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
96.84
|
|
|
13
|
|
|
85.69
|
|
|
77
|
|
|
48.41
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
0.21
|
|
|
(50
|
)
|
|
0.42
|
|
|
35
|
|
|
0.31
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations before income taxes
|
|
(55.22
|
)
|
|
(2,083
|
)
|
|
(2.53
|
)
|
|
(106
|
)
|
|
44.03
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current income tax expense
|
|
(2.31)
|
|
|
(83
|
)
|
|
(13.74)
|
|
|
(39
|
)
|
|
(22.38)
|
|
|||
Deferred income tax recovery (expense)
|
|
17.32
|
|
|
(441
|
)
|
|
(5.08)
|
|
|
224
|
|
|
4.11
|
|
|||
|
|
15.01
|
|
|
(180
|
)
|
|
(18.82)
|
|
|
(3
|
)
|
|
(18.27)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from continuing operations
|
|
$
|
(40.21
|
)
|
|
(88
|
)
|
|
$
|
(21.35
|
)
|
|
(183
|
)
|
|
$
|
25.76
|
|
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD) - Colombia
|
|
2015
|
2014
|
2013
|
|||
Working Interest Production Before Royalties
|
|
22,794
|
|
24,128
|
|
24,811
|
|
Royalties
|
|
(3,822
|
)
|
(5,749
|
)
|
(6,460
|
)
|
Production NAR
|
|
18,972
|
|
18,379
|
|
18,351
|
|
(Increase) Decrease in Inventory
|
|
(1,231
|
)
|
(760
|
)
|
233
|
|
Sales
|
|
17,741
|
|
17,619
|
|
18,584
|
|
|
|
|
|
|
|||
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD) - Brazil
|
|
2015
|
2014
|
2013
|
|||
Working Interest Production Before Royalties
|
|
607
|
|
1,054
|
|
827
|
|
Royalties
|
|
(90
|
)
|
(150
|
)
|
(107
|
)
|
Production NAR
|
|
517
|
|
904
|
|
720
|
|
(Increase) Decrease in Inventory
|
|
2
|
|
—
|
|
(65
|
)
|
Sales
|
|
519
|
|
904
|
|
655
|
|
|
|
|
|
|
|||
|
|
Year Ended December 31,
|
|||||
Average Daily Volumes (BOEPD) - Total
|
|
2015
|
2014
|
2013
|
|||
Working Interest Production Before Royalties
|
|
23,401
|
|
25,182
|
|
25,638
|
|
Royalties
|
|
(3,912
|
)
|
(5,899
|
)
|
(6,567
|
)
|
Production NAR
|
|
19,489
|
|
19,283
|
|
19,071
|
|
(Increase) Decrease in Inventory
|
|
(1,229
|
)
|
(760
|
)
|
168
|
|
Sales
|
|
18,260
|
|
18,523
|
|
19,239
|
|
Colombia
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
2014
|
2013
|
||||||
Oil and Gas Sales
|
|
$
|
269,035
|
|
$
|
532,196
|
|
$
|
624,410
|
|
Transportation Expenses
|
|
(40,083
|
)
|
(23,704
|
)
|
(18,522
|
)
|
|||
|
|
228,952
|
|
508,492
|
|
605,888
|
|
|||
Operating Expenses
|
|
(69,323
|
)
|
(83,397
|
)
|
(84,339
|
)
|
|||
Operating Netback
(1)
|
|
$
|
159,629
|
|
$
|
425,095
|
|
$
|
521,549
|
|
(U.S. Dollars per BOE)
|
|
|
|
|
||||||
Oil and Gas Sales
|
|
$
|
41.55
|
|
$
|
82.76
|
|
$
|
92.05
|
|
Transportation Expenses
|
|
(6.19
|
)
|
(3.69
|
)
|
(2.73
|
)
|
|||
|
|
35.36
|
|
79.07
|
|
89.32
|
|
|||
Operating Expenses
|
|
(10.71
|
)
|
(12.97
|
)
|
(12.43
|
)
|
|||
Operating Netback
(1)
|
|
$
|
24.65
|
|
$
|
66.10
|
|
$
|
76.89
|
|
|
|
|
|
|
||||||
Brazil
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
2014
|
2013
|
||||||
Oil and Gas Sales
|
|
$
|
6,976
|
|
$
|
27,202
|
|
$
|
22,545
|
|
Transportation Expenses
|
|
(121
|
)
|
(492
|
)
|
(427
|
)
|
|||
|
|
6,855
|
|
26,710
|
|
22,118
|
|
|||
Operating Expenses
|
|
(6,242
|
)
|
(6,356
|
)
|
(6,884
|
)
|
|||
Operating Netback
(1)
|
|
$
|
613
|
|
$
|
20,354
|
|
$
|
15,234
|
|
(U.S. Dollars per BOE)
|
|
|
|
|
||||||
Oil and Gas Sales
|
|
$
|
36.84
|
|
$
|
82.42
|
|
$
|
94.31
|
|
Transportation Expenses
|
|
(0.64
|
)
|
(1.49
|
)
|
(1.79
|
)
|
|||
|
|
36.20
|
|
80.93
|
|
92.52
|
|
|||
Operating Expenses
|
|
(32.97
|
)
|
(19.26
|
)
|
(28.80
|
)
|
|||
Operating Netback
(1)
|
|
$
|
3.23
|
|
$
|
61.67
|
|
$
|
63.72
|
|
|
|
|
|
|
||||||
Total
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
2014
|
2013
|
||||||
Oil and Gas Sales
|
|
$
|
276,011
|
|
$
|
559,398
|
|
$
|
646,955
|
|
Transportation Expenses
|
|
(40,204
|
)
|
(24,196
|
)
|
(18,949
|
)
|
|||
|
|
235,807
|
|
535,202
|
|
628,006
|
|
|||
Operating Expenses
|
|
(75,565
|
)
|
(89,753
|
)
|
(91,223
|
)
|
|||
Operating Netback
(1)
|
|
$
|
160,242
|
|
$
|
445,449
|
|
$
|
536,783
|
|
(U.S. Dollars per BOE)
|
|
|
|
|
||||||
Oil and Gas Sales
|
|
$
|
41.41
|
|
$
|
82.74
|
|
$
|
92.13
|
|
Transportation Expenses
|
|
(6.03
|
)
|
(3.58
|
)
|
(2.70
|
)
|
|||
|
|
35.38
|
|
79.16
|
|
89.43
|
|
|||
Operating Expenses
|
|
(11.34
|
)
|
(13.28
|
)
|
(12.99
|
)
|
|||
Operating Netback
(1)
|
|
$
|
24.04
|
|
$
|
65.88
|
|
$
|
76.44
|
|
|
|
|
|
|
||||||
U.S. Dollars Per BOE
|
|
|
|
|
||||||
Brent
|
|
$
|
52.35
|
|
$
|
99.02
|
|
$
|
108.64
|
|
WTI
|
|
$
|
48.78
|
|
$
|
93.00
|
|
$
|
97.97
|
|
|
Year Ended December 31, 2015
|
|
Year Ended December 31, 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
|
$
|
167,701
|
|
$
|
25.90
|
|
|
$
|
174,063
|
|
$
|
27.07
|
|
Brazil
|
6,183
|
|
32.66
|
|
|
9,932
|
|
30.09
|
|
||||
Peru
|
789
|
|
—
|
|
|
690
|
|
—
|
|
||||
Corporate
|
1,713
|
|
—
|
|
|
1,192
|
|
—
|
|
||||
|
$
|
176,386
|
|
$
|
26.47
|
|
|
$
|
185,877
|
|
$
|
27.49
|
|
|
|
|
|
|
|
||||||||
|
Year Ended December 31, 2013
|
|
|
||||||||||
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per BOE
|
|
|
|
||||||||
Colombia
|
$
|
184,697
|
|
$
|
27.23
|
|
|
|
|
|
|||
Brazil
|
14,761
|
|
61.75
|
|
|
|
|
|
|||||
Peru
|
362
|
|
—
|
|
|
|
|
||||||
Corporate
|
1,031
|
|
—
|
|
|
|
|
||||||
|
$
|
200,851
|
|
$
|
28.60
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
|
2015
|
2014
|
2013
|
||||||
Impairment of oil and gas properties
|
|
|
|
|
||||||
Colombia
|
|
$
|
232,436
|
|
$
|
—
|
|
$
|
—
|
|
Brazil
|
|
46,933
|
|
—
|
|
2,000
|
|
|||
Peru
|
|
41,916
|
|
265,126
|
|
—
|
|
|||
|
|
321,285
|
|
265,126
|
|
2,000
|
|
|||
Impairment of inventory
|
|
2,633
|
|
—
|
|
—
|
|
|||
|
|
$
|
323,918
|
|
$
|
265,126
|
|
$
|
2,000
|
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2015
|
2014
|
2013
|
||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
$
|
66,251
|
|
$
|
98,474
|
|
$
|
81,498
|
|
Stock-Based Compensation
|
2,573
|
|
6,134
|
|
7,474
|
|
|||
Capitalized G&A and Overhead Recoveries
|
(36,471
|
)
|
(53,359
|
)
|
(47,857
|
)
|
|||
|
$
|
32,353
|
|
$
|
51,249
|
|
$
|
41,115
|
|
U.S. Dollars Per BOE
|
|
|
|
||||||
G&A Expenses Before Stock-Based Compensation, Gross
|
$
|
9.94
|
|
$
|
14.57
|
|
$
|
11.61
|
|
Stock-Based Compensation
|
0.39
|
|
0.91
|
|
1.06
|
|
|||
Capitalized G&A and Overhead Recoveries
|
(5.47
|
)
|
(7.90
|
)
|
(6.82
|
)
|
|||
|
$
|
4.86
|
|
$
|
7.58
|
|
$
|
5.85
|
|
|
Year Ended December 31,
|
||
|
2015
|
2014
|
2013
|
Change in the Colombian peso against the U.S. dollar
|
weakened by
|
weakened by
|
weakened by
|
32%
|
24%
|
9%
|
|
Year Ended December 31,
|
||||||||
(Thousands of U.S. Dollars)
|
2015
|
2014
|
2013
|
||||||
Trading securities loss
|
$
|
1,335
|
|
$
|
6,326
|
|
$
|
—
|
|
Foreign currency derivatives loss (gain)
|
692
|
|
(1,604
|
)
|
—
|
|
|||
|
$
|
2,027
|
|
$
|
4,722
|
|
$
|
—
|
|
•
|
On the Chaza Block (100% working interest ("WI"), operated), we drilled and completed the Costayaco-25D and Costayaco-26D development wells in the Costayaco Field, and the Moqueta-17 and Moqueta-21D development wells in the Moqueta Field, as oil producers. The Moqueta-19i well was completed as a water injector as planned. We commenced drilling the Costayaco-24D and Costayaco-27i development well and started pre-drilling activities for the Moqueta-20, 22 and 23 development wells. We also drilled the Moqueta-18i development well and encountered mechanical difficulties. The well is currently suspended.
|
•
|
On the Garibay Block (
50%
WI, non-operated) and Tiple Block (owned by two other parties), the 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 and completed three development wells, Jilguero Sur-2, Jilguero-3 and Jilguero-4 as oil producing wells.
|
•
|
We completed the acquisition of 2-D seismic on the Cauca-7 (100% WI, operated), Sinu-1 (60% WI, operated) and Sinu-3 (51% WI, operated) Blocks and continued activities in preparation for the acquisition of 2-D seismic on the Putumayo-10 Block (100% WI, operated). We also commenced environmental impact assessments ("EIA"s) for future drilling on the Sinu-3 Block.
|
•
|
We also continued facilities work at the Costayaco and Moqueta Fields on the Chaza Block, and on the Garibay Block.
|
•
|
On Blocks REC-T-86, Block REC-T-117 and Block REC-T-118 (100% WI, operated)), we completed the acquisition, processing and interpretation of 3-D seismic.
|
•
|
On Block REC-T-155 (100% WI, operated), we initiated construction of an infield gas pipeline between the Tiê facilities and 3-GTE-03-BA.
|
•
|
On Block 95 (100% WI, operated), we completed drilling operations in the Bretaña Sur 95-3-4-1X appraisal well on the L4 lobe in the Bretaña Field, which satisfied our work obligation for the fifth exploration period. We encountered approximately six feet of oil pay above the oil-water contact in the Vivian Sandstone Reservoir. This oil column was less than what we had estimated prior to drilling. As previously discussed, in February 2015, we ceased all further development expenditures in the Bretaña Field on Block 95 other than what is necessary to maintain tangible asset integrity and security. Prior to the decision to cease further development expenditures in the Bretaña Field, we continued construction of the long-term test facilities, continued the FEED study for full field development and completed a workover on the water disposal well Bretaña Norte 95-2-1XD ST on this field.
|
•
|
On Blocks 107 and 133 (100% WI, operated), we continued the environmental permitting process. On Block 107, we completed the acquisition, interpretation and processing of 2-D seismic and commenced planning activities for the Osheki-1 exploration well and the refurbishment of the base camp and well location. Both of these planning activities were suspended at the end of February 2015.
|
Contractual Obligations
|
Total
|
|
Less than 1 Year
|
|
1 to 3 Years
|
|
4 to 5 Years
|
|
More than 5 Years
|
||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
||||||||||
Oil transportation services
|
$
|
18,441
|
|
|
$
|
3,650
|
|
|
$
|
7,280
|
|
|
$
|
7,280
|
|
|
$
|
231
|
|
Drilling, completions and seismic
|
7,572
|
|
|
2,918
|
|
|
4,654
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
7,140
|
|
|
3,103
|
|
|
4,036
|
|
|
1
|
|
|
—
|
|
|||||
Software and telecommunication
|
479
|
|
|
351
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
33,632
|
|
|
$
|
10,022
|
|
|
$
|
16,098
|
|
|
$
|
7,281
|
|
|
$
|
231
|
|
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
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
OIL AND NATURAL GAS SALES
|
|
$
|
276,011
|
|
|
$
|
559,398
|
|
|
$
|
646,955
|
|
|
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
||||||
Operating
|
|
75,565
|
|
|
89,753
|
|
|
91,223
|
|
|||
Transportation
|
|
40,204
|
|
|
24,196
|
|
|
18,949
|
|
|||
Depletion, depreciation and accretion
|
|
176,386
|
|
|
185,877
|
|
|
200,851
|
|
|||
Asset impairment (Note 6)
|
|
323,918
|
|
|
265,126
|
|
|
2,000
|
|
|||
General and administrative
|
|
32,353
|
|
|
51,249
|
|
|
41,115
|
|
|||
Severance expenses (Note 13)
|
|
8,990
|
|
|
—
|
|
|
—
|
|
|||
Equity tax (Note 9)
|
|
3,769
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange gain
|
|
(17,242
|
)
|
|
(39,535
|
)
|
|
(18,693
|
)
|
|||
Financial instruments loss (Note 12)
|
|
2,027
|
|
|
4,722
|
|
|
—
|
|
|||
Other loss (Note 11)
|
|
—
|
|
|
—
|
|
|
4,400
|
|
|||
Other gain (Note 11)
|
|
(502
|
)
|
|
(2,000
|
)
|
|
—
|
|
|||
|
|
645,468
|
|
|
579,388
|
|
|
339,845
|
|
|||
|
|
|
|
|
|
|
||||||
INTEREST INCOME
|
|
1,369
|
|
|
2,856
|
|
|
2,174
|
|
|||
|
|
|
|
|
|
|
||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
(368,088
|
)
|
|
(17,134
|
)
|
|
309,284
|
|
|||
INCOME TAX (EXPENSE) RECOVERY
|
|
|
|
|
|
|
||||||
Current (Note 9)
|
|
(15,383
|
)
|
|
(92,865
|
)
|
|
(157,126
|
)
|
|||
Deferred (Note 9)
|
|
115,442
|
|
|
(34,350
|
)
|
|
28,865
|
|
|||
|
|
100,059
|
|
|
(127,215
|
)
|
|
(128,261
|
)
|
|||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
|
(268,029
|
)
|
|
(144,349
|
)
|
|
181,023
|
|
|||
Loss from discontinued operations, net of income taxes (Note 3)
|
|
—
|
|
|
(26,990
|
)
|
|
(54,735
|
)
|
|||
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
|
|
(268,029
|
)
|
|
(171,339
|
)
|
|
126,288
|
|
|||
|
|
|
|
|
|
|
||||||
INCOME (LOSS) PER SHARE
|
|
|
|
|
|
|
||||||
BASIC
|
|
|
|
|
|
|
||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
0.64
|
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
|
—
|
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|||
NET INCOME (LOSS)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.45
|
|
DILUTED
|
|
|
|
|
|
|
||||||
(LOSS) INCOME FROM CONTINUING OPERATIONS
|
|
$
|
(0.94
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
0.63
|
|
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES
|
|
—
|
|
|
(0.09
|
)
|
|
(0.19
|
)
|
|||
NET INCOME (LOSS)
|
|
$
|
(0.94
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
0.44
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC (Note 7)
|
|
285,333,869
|
|
|
284,715,785
|
|
|
282,808,497
|
|
|||
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED (Note 7)
|
|
285,333,869
|
|
|
284,715,785
|
|
|
286,127,897
|
|
|
As at December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
145,342
|
|
|
$
|
331,848
|
|
Accounts receivable (Note 5)
|
29,217
|
|
|
83,227
|
|
||
Marketable securities (Note 12)
|
6,250
|
|
|
7,586
|
|
||
Inventory (Note 5)
|
19,056
|
|
|
17,298
|
|
||
Taxes receivable
|
28,635
|
|
|
15,843
|
|
||
Other current assets
|
5,940
|
|
|
7,836
|
|
||
Total Current Assets
|
234,440
|
|
|
463,638
|
|
||
|
|
|
|
||||
Oil and Gas Properties (using the full cost method of accounting)
|
|
|
|
|
|
||
Proved
|
469,589
|
|
|
801,075
|
|
||
Unproved
|
310,771
|
|
|
316,856
|
|
||
Total Oil and Gas Properties
|
780,360
|
|
|
1,117,931
|
|
||
Other capital assets
|
8,633
|
|
|
11,013
|
|
||
Total Property, Plant and Equipment (Note 6)
|
788,993
|
|
|
1,128,944
|
|
||
|
|
|
|
||||
Other Long-Term Assets
|
|
|
|
|
|
||
Taxes receivable
|
8,276
|
|
|
9,684
|
|
||
Other long-term assets
|
11,828
|
|
|
9,203
|
|
||
Goodwill (Note 2)
|
102,581
|
|
|
102,581
|
|
||
Total Other Long-Term Assets
|
122,685
|
|
|
121,468
|
|
||
Total Assets
|
$
|
1,146,118
|
|
|
$
|
1,714,050
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities (Note 10)
|
$
|
70,778
|
|
|
$
|
187,831
|
|
Foreign currency derivative (Note 12)
|
—
|
|
|
3,057
|
|
||
Taxes payable
|
1,067
|
|
|
25,412
|
|
||
Asset retirement obligation (Note 8)
|
2,146
|
|
|
8,026
|
|
||
Total Current Liabilities
|
73,991
|
|
|
224,326
|
|
||
|
|
|
|
||||
Long-Term Liabilities
|
|
|
|
|
|
||
Deferred tax liabilities (Note 9)
|
34,592
|
|
|
176,364
|
|
||
Asset retirement obligation (Note 8)
|
31,078
|
|
|
27,786
|
|
||
Other long-term liabilities
|
4,815
|
|
|
8,889
|
|
||
Total Long-Term Liabilities
|
70,485
|
|
|
213,039
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 11)
|
|
|
|
|
|
||
Subsequent Events (Note 16)
|
|
|
|
||||
Shareholders’ Equity
|
|
|
|
|
|
||
Common Stock (Note 7) (273,442,799 and 276,072,351 shares of Common Stock and 8,572,066 and 10,119,745 exchangeable shares, par value $0.001 per share, issued and outstanding as at December 31, 2015 and December 31, 2014, respectively)
|
10,186
|
|
|
10,190
|
|
||
Additional paid in capital
|
1,019,863
|
|
|
1,026,873
|
|
||
(Deficit) retained earnings
|
(28,407
|
)
|
|
239,622
|
|
||
Total Shareholders’ Equity
|
1,001,642
|
|
|
1,276,685
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
1,146,118
|
|
|
$
|
1,714,050
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(268,029
|
)
|
|
$
|
(171,339
|
)
|
|
$
|
126,288
|
|
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
|
|
|
54,735
|
|
|||
Depletion, depreciation and accretion
|
176,386
|
|
|
185,877
|
|
|
200,851
|
|
|||
Asset impairment (Note 6)
|
323,918
|
|
|
265,126
|
|
|
2,000
|
|
|||
Deferred tax (recovery) expense (Note 9)
|
(115,442
|
)
|
|
34,350
|
|
|
(28,865
|
)
|
|||
Non-cash stock-based compensation
|
2,091
|
|
|
5,451
|
|
|
8,002
|
|
|||
Financial instruments loss (Note 12)
|
2,027
|
|
|
4,722
|
|
|
—
|
|
|||
Unrealized foreign exchange gain
|
(8,380
|
)
|
|
(30,941
|
)
|
|
(16,103
|
)
|
|||
Cash settlement of foreign currency derivatives
|
(3,749
|
)
|
|
4,661
|
|
|
—
|
|
|||
Cash settlement of asset retirement obligation (Note 8)
|
(6,217
|
)
|
|
(796
|
)
|
|
(2,068
|
)
|
|||
Other loss (Note 11)
|
—
|
|
|
—
|
|
|
4,400
|
|
|||
Other gain (Note 11)
|
(502
|
)
|
|
(2,000
|
)
|
|
—
|
|
|||
Equity tax
|
—
|
|
|
(3,283
|
)
|
|
(3,345
|
)
|
|||
Net change in assets and liabilities from operating activities of continuing operations (Note 15)
|
(39,798
|
)
|
|
(97,866
|
)
|
|
146,598
|
|
|||
Net cash provided by operating activities of continuing operations
|
62,305
|
|
|
220,952
|
|
|
492,493
|
|
|||
Net cash (used in) provided by operating activities of discontinued operations
|
—
|
|
|
(4,792
|
)
|
|
31,064
|
|
|||
Net cash provided by operating activities
|
62,305
|
|
|
216,160
|
|
|
523,557
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
|
|
||||
Decrease (increase) in restricted cash
|
465
|
|
|
(96
|
)
|
|
(1,590
|
)
|
|||
Additions to property, plant and equipment
|
(156,639
|
)
|
|
(391,526
|
)
|
|
(345,865
|
)
|
|||
Changes in non-cash investing working capital
|
(76,844
|
)
|
|
44,499
|
|
|
2,274
|
|
|||
Proceeds from oil and gas properties (Note 6)
|
—
|
|
|
—
|
|
|
55,524
|
|
|||
Net cash used in investing activities of continuing operations
|
(233,018
|
)
|
|
(347,123
|
)
|
|
(289,657
|
)
|
|||
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
|
)
|
|
(18,799
|
)
|
|||
Net cash provided by (used in) investing activities of discontinued operations
|
—
|
|
|
30,371
|
|
|
(18,799
|
)
|
|||
Net cash used in investing activities
|
(233,018
|
)
|
|
(316,752
|
)
|
|
(308,456
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
|
|
||||
Repurchase of shares of Common Stock (Note 7)
|
(9,999
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of shares of Common Stock (Note 7)
|
722
|
|
|
11,140
|
|
|
3,771
|
|
|||
Net cash (used in) provided by financing activities
|
(9,277
|
)
|
|
11,140
|
|
|
3,771
|
|
|||
|
|
|
|
|
|
||||||
Foreign exchange loss on cash and cash equivalents
|
(6,516
|
)
|
|
(7,500
|
)
|
|
(2,696
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(186,506
|
)
|
|
(96,952
|
)
|
|
216,176
|
|
|||
Cash and cash equivalents, beginning of year
|
331,848
|
|
|
428,800
|
|
|
212,624
|
|
|||
Cash and cash equivalents, end of year
|
$
|
145,342
|
|
|
$
|
331,848
|
|
|
$
|
428,800
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures (Note 15)
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Share Capital
|
|
|
|
|
|
||||||
Balance, beginning of year
|
$
|
10,190
|
|
|
$
|
10,187
|
|
|
$
|
7,986
|
|
Issuance of Common Stock
|
—
|
|
|
3
|
|
|
2,201
|
|
|||
Repurchase of Common Stock
|
(4
|
)
|
|
|
|
|
—
|
|
|||
Balance, end of year
|
10,186
|
|
|
10,190
|
|
|
10,187
|
|
|||
|
|
|
|
|
|
||||||
Additional Paid in Capital
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
1,026,873
|
|
|
1,008,760
|
|
|
998,772
|
|
|||
Exercise of stock options (Note 7)
|
722
|
|
|
11,137
|
|
|
1,570
|
|
|||
Stock-based compensation (Note 7)
|
2,263
|
|
|
6,976
|
|
|
8,418
|
|
|||
Repurchase of Common Stock (Note 7)
|
(9,995
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of year
|
1,019,863
|
|
|
1,026,873
|
|
|
1,008,760
|
|
|||
|
|
|
|
|
|
||||||
Retained Earnings (Deficit)
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
239,622
|
|
|
410,961
|
|
|
284,673
|
|
|||
Net income (loss)
|
(268,029
|
)
|
|
(171,339
|
)
|
|
126,288
|
|
|||
Balance, end of year
|
(28,407
|
)
|
|
239,622
|
|
|
410,961
|
|
|||
|
|
|
|
|
|
||||||
Total Shareholders’ Equity
|
$
|
1,001,642
|
|
|
$
|
1,276,685
|
|
|
$
|
1,429,908
|
|
|
|
Year Ended December 31,
|
||||||
(Thousands of U.S. Dollars)
|
|
2014
|
|
2013
|
||||
Revenue and other income
|
|
$
|
31,985
|
|
|
$
|
74,514
|
|
|
|
|
|
|
||||
Loss income from operations of discontinued operations before income taxes
|
|
$
|
(6,252
|
)
|
|
$
|
(47,448
|
)
|
Income tax expense
|
|
(1,458
|
)
|
|
(7,287
|
)
|
||
Loss from operations of discontinued operations
|
|
(7,710
|
)
|
|
(54,735
|
)
|
||
|
|
|
|
|
||||
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
|
)
|
|
$
|
(54,735
|
)
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars, except per unit of sales amounts)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
269,035
|
|
|
$
|
—
|
|
|
$
|
6,976
|
|
|
$
|
—
|
|
|
$
|
276,011
|
|
Interest income
|
294
|
|
|
2
|
|
|
218
|
|
|
855
|
|
|
1,369
|
|
|||||
DD&A expenses
|
167,701
|
|
|
789
|
|
|
6,183
|
|
|
1,713
|
|
|
176,386
|
|
|||||
DD&A - per unit of sales
|
25.90
|
|
|
—
|
|
|
32.66
|
|
|
—
|
|
|
26.47
|
|
|||||
Asset impairment
|
235,069
|
|
|
41,916
|
|
|
46,933
|
|
|
—
|
|
|
323,918
|
|
|||||
General and administrative
|
9,805
|
|
|
3,800
|
|
|
2,708
|
|
|
16,040
|
|
|
32,353
|
|
|||||
Loss from continuing operations before income taxes
|
(238,463
|
)
|
|
(51,675
|
)
|
|
(54,968
|
)
|
|
(22,982
|
)
|
|
(368,088
|
)
|
|||||
Segment capital expenditures
|
87,723
|
|
|
50,419
|
|
|
19,989
|
|
|
1,095
|
|
|
159,226
|
|
|||||
|
Year Ended December 31, 2014
|
||||||||||||||||||
(Thousands of U.S. Dollars, except per unit of sales amounts)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
532,196
|
|
|
$
|
—
|
|
|
$
|
27,202
|
|
|
$
|
—
|
|
|
$
|
559,398
|
|
Interest income
|
569
|
|
|
1
|
|
|
1,604
|
|
|
682
|
|
|
2,856
|
|
|||||
DD&A expenses
|
174,063
|
|
|
690
|
|
|
9,932
|
|
|
1,192
|
|
|
185,877
|
|
|||||
DD&A - per unit of sales
|
27.07
|
|
|
—
|
|
|
30.09
|
|
|
—
|
|
|
27.49
|
|
|||||
Asset impairment
|
—
|
|
|
265,126
|
|
|
—
|
|
|
—
|
|
|
265,126
|
|
|||||
General and administrative
|
19,431
|
|
|
6,448
|
|
|
3,698
|
|
|
21,672
|
|
|
51,249
|
|
|||||
Income (loss) from continuing operations before income taxes
|
279,924
|
|
|
(274,207
|
)
|
|
5,921
|
|
|
(28,772
|
)
|
|
(17,134
|
)
|
|||||
Segment capital expenditures
|
214,928
|
|
|
174,158
|
|
|
24,278
|
|
|
2,868
|
|
|
416,232
|
|
|||||
|
Year Ended December 31, 2013
|
||||||||||||||||||
(Thousands of U.S. Dollars, except per unit of sales amounts)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Oil and natural gas sales
|
$
|
624,410
|
|
|
$
|
—
|
|
|
$
|
22,545
|
|
|
$
|
—
|
|
|
$
|
646,955
|
|
Interest income
|
623
|
|
|
27
|
|
|
909
|
|
|
615
|
|
|
2,174
|
|
|||||
DD&A expenses
|
184,697
|
|
|
362
|
|
|
14,761
|
|
|
1,031
|
|
|
200,851
|
|
|||||
DD&A - per unit of sales
|
27.23
|
|
|
—
|
|
|
61.75
|
|
|
—
|
|
|
28.60
|
|
|||||
Asset impairment
|
—
|
|
|
—
|
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
|||||
General and administrative
|
16,996
|
|
|
5,524
|
|
|
2,231
|
|
|
16,364
|
|
|
41,115
|
|
|||||
Income (loss) from continuing operations before income taxes
|
336,179
|
|
|
(7,067
|
)
|
|
(2,650
|
)
|
|
(17,178
|
)
|
|
309,284
|
|
|||||
Segment capital expenditures (1)
|
188,547
|
|
|
82,954
|
|
|
23,039
|
|
|
775
|
|
|
295,315
|
|
|
As at December 31, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Property, plant and equipment
|
$
|
574,351
|
|
|
$
|
95,069
|
|
|
$
|
115,552
|
|
|
$
|
4,021
|
|
|
$
|
788,993
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
102,581
|
|
||||
All other assets
|
93,479
|
|
|
21,111
|
|
|
2,236
|
|
|
137,718
|
|
|
$
|
254,544
|
|
||||
Total Assets
|
$
|
770,411
|
|
|
$
|
116,180
|
|
|
$
|
117,788
|
|
|
$
|
141,739
|
|
|
$
|
1,146,118
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
As at December 31, 2014
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Property, plant and equipment
|
$
|
888,822
|
|
|
$
|
87,028
|
|
|
$
|
148,457
|
|
|
$
|
4,637
|
|
|
$
|
1,128,944
|
|
Goodwill
|
102,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
102,581
|
|
||||
All other assets
|
157,549
|
|
|
40,613
|
|
|
14,724
|
|
|
269,639
|
|
|
$
|
482,525
|
|
||||
Total Assets
|
$
|
1,148,952
|
|
|
$
|
127,641
|
|
|
$
|
163,181
|
|
|
$
|
274,276
|
|
|
$
|
1,714,050
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
Trade
|
$
|
26,924
|
|
|
$
|
80,058
|
|
Other
|
2,293
|
|
|
3,169
|
|
||
|
$
|
29,217
|
|
|
$
|
83,227
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
Oil and natural gas properties
|
|
|
|
|
|||
Proved
|
$
|
1,998,330
|
|
|
$
|
1,876,371
|
|
Unproved
|
310,771
|
|
|
316,856
|
|
||
|
2,309,101
|
|
|
2,193,227
|
|
||
Other
|
28,342
|
|
|
27,287
|
|
||
|
2,337,443
|
|
|
2,220,514
|
|
||
Accumulated depletion, depreciation and impairment
|
(1,548,450
|
)
|
|
(1,091,570
|
)
|
||
|
$
|
788,993
|
|
|
$
|
1,128,944
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Impairment of oil and gas properties
|
$
|
321,285
|
|
|
$
|
265,126
|
|
|
$
|
2,000
|
|
Impairment of inventory (Note 5)
|
2,633
|
|
|
—
|
|
|
—
|
|
|||
|
$
|
323,918
|
|
|
$
|
265,126
|
|
|
$
|
2,000
|
|
|
Costs Incurred in
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
|
2013
|
|
Prior to 2013
|
|
Total
|
||||||||||
Acquisition costs - Colombia
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67,597
|
|
|
$
|
67,597
|
|
Acquisition costs - Peru
|
—
|
|
|
—
|
|
|
—
|
|
|
21,147
|
|
|
21,147
|
|
|||||
Acquisition costs - Brazil
|
—
|
|
|
—
|
|
|
—
|
|
|
35,525
|
|
|
35,525
|
|
|||||
Exploration costs - Colombia
|
11,151
|
|
|
35,952
|
|
|
20,103
|
|
|
12,697
|
|
|
79,903
|
|
|||||
Exploration costs - Peru
|
8,515
|
|
|
31,750
|
|
|
7,301
|
|
|
25,469
|
|
|
73,035
|
|
|||||
Exploration costs - Brazil
|
10,639
|
|
|
8,911
|
|
|
14,779
|
|
|
(765
|
)
|
|
33,564
|
|
|||||
Total oil and natural gas properties not subject to depletion
|
$
|
30,305
|
|
|
$
|
76,613
|
|
|
$
|
42,183
|
|
|
$
|
161,670
|
|
|
$
|
310,771
|
|
|
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
|
390,000
|
|
—
|
|
—
|
|
Shares repurchased and canceled
|
(4,567,136
|
)
|
—
|
|
—
|
|
Exchange of exchangeable shares
|
1,547,595
|
|
(661,857
|
)
|
(885,738
|
)
|
Shares canceled
|
(11
|
)
|
(84
|
)
|
—
|
|
Balance, December 31, 2015
|
273,442,799
|
|
4,933,177
|
|
3,638,889
|
|
|
Year Ended December 31,
|
|||||
|
2015
|
2014
|
2013
|
|||
Dividend yield (per share)
|
Nil
|
|
Nil
|
|
Nil
|
|
Volatility
|
46% to 50%
|
|
39% to 42%
|
|
42% to 54%
|
|
Weighted average volatility
|
48
|
%
|
41
|
%
|
53
|
%
|
Risk-free interest rate
|
1.20% to 1.68%
|
|
0.78% to 1.45%
|
|
0.3% to 0.7%
|
|
Expected term
|
4-5 years
|
|
4-5 years
|
|
4-5 years
|
|
|
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
|
|
|
5,346,260
|
|
|
3.08
|
|
|
Exercised
|
(531,012
|
)
|
|
(390,000
|
)
|
|
1.85
|
|
|
Forfeited
|
(731,944
|
)
|
|
(1,394,445
|
)
|
|
(5.63
|
)
|
|
Expired
|
—
|
|
|
(4,500,478
|
)
|
|
(6.78
|
)
|
|
Balance, December 31, 2015
|
1,015,457
|
|
|
12,851,557
|
|
|
$
|
4.60
|
|
Exercisable, at December 31, 2015
|
|
|
7,784,678
|
|
|
$
|
5.17
|
|
|
Vested, or expected to vest, at December 31, 2015, through the life of the options
|
|
|
12,494,309
|
|
|
$
|
4.63
|
|
(Thousands of U.S. Dollars)
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Compensation costs for stock options
|
|
$
|
2,263
|
|
|
$
|
6,976
|
|
|
$
|
8,418
|
|
Compensation costs for RSUs
|
|
629
|
|
|
2,559
|
|
|
2,936
|
|
|||
|
|
2,892
|
|
|
9,535
|
|
|
11,354
|
|
|||
Less: Stock-based compensation costs capitalized
|
|
(159
|
)
|
|
(1,815
|
)
|
|
(2,436
|
)
|
|||
Stock-based compensation costs expensed
|
|
$
|
2,733
|
|
|
$
|
7,720
|
|
|
$
|
8,918
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average number of common and exchangeable shares outstanding
|
|
285,333,869
|
|
|
284,715,785
|
|
|
282,808,497
|
|
Shares issuable pursuant to stock options
|
|
—
|
|
|
—
|
|
|
12,041,260
|
|
Shares assumed to be purchased from proceeds of stock options
|
|
—
|
|
|
—
|
|
|
(8,721,860
|
)
|
Weighted average number of diluted common and exchangeable shares outstanding
|
|
285,333,869
|
|
|
284,715,785
|
|
|
286,127,897
|
|
|
Year Ended December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
35,812
|
|
|
$
|
21,973
|
|
Settlements
|
(6,317
|
)
|
|
(1,137
|
)
|
||
Liability incurred
|
1,556
|
|
|
11,956
|
|
||
Liabilities associated with the Argentina business unit sold
|
—
|
|
|
(10,170
|
)
|
||
Accretion
|
1,313
|
|
|
1,406
|
|
||
Revisions in estimated liability
|
860
|
|
|
11,784
|
|
||
Balance, end of year
|
$
|
33,224
|
|
|
$
|
35,812
|
|
|
|
|
|
||||
Asset retirement obligation - current
|
$
|
2,146
|
|
|
$
|
8,026
|
|
Asset retirement obligation - long-term
|
31,078
|
|
|
27,786
|
|
||
Balance, end of year
|
$
|
33,224
|
|
|
$
|
35,812
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
|
2013
|
||||||
(Loss) income from continuing operations before income taxes
|
|
|
|
|
|
||||||
United States
|
$
|
(14,061
|
)
|
|
$
|
(19,744
|
)
|
|
$
|
(13,566
|
)
|
Foreign
|
(354,027
|
)
|
|
2,610
|
|
|
322,850
|
|
|||
|
(368,088
|
)
|
|
(17,134
|
)
|
|
309,284
|
|
|||
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|||
Income tax (recovery) expense from continuing operations expected
|
(128,831
|
)
|
|
(5,997
|
)
|
|
108,249
|
|
|||
Foreign currency translation adjustments
|
(187
|
)
|
|
(6,520
|
)
|
|
(7,185
|
)
|
|||
Impact of foreign taxes (1)
|
(13,087
|
)
|
|
27,910
|
|
|
(3,596
|
)
|
|||
Other local taxes
|
2,354
|
|
|
4,433
|
|
|
3,673
|
|
|||
Stock-based compensation
|
919
|
|
|
2,232
|
|
|
2,724
|
|
|||
Increase in valuation allowance
|
37,691
|
|
|
94,922
|
|
|
21,423
|
|
|||
Non-deductible third party royalty in Colombia
|
3,416
|
|
|
9,116
|
|
|
11,073
|
|
|||
Other permanent differences (2)
|
(2,334
|
)
|
|
1,119
|
|
|
(8,100
|
)
|
|||
Total income tax (recovery) expense from continuing operations
|
$
|
(100,059
|
)
|
|
$
|
127,215
|
|
|
$
|
128,261
|
|
|
|
|
|
|
|
||||||
Current income tax expense from continuing operations
|
|
|
|
|
|
||||||
United States
|
$
|
1,070
|
|
|
$
|
1,260
|
|
|
$
|
1,250
|
|
Foreign
|
14,313
|
|
|
91,605
|
|
|
155,876
|
|
|||
|
15,383
|
|
|
92,865
|
|
|
157,126
|
|
|||
Deferred income tax (recovery) expense from continuing operations
|
|
|
|
|
|
||||||
Foreign (3)
|
(115,442
|
)
|
|
34,350
|
|
|
(28,865
|
)
|
|||
Total income tax (recovery) expense from continuing operations
|
$
|
(100,059
|
)
|
|
$
|
127,215
|
|
|
$
|
128,261
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
Deferred Tax Assets
|
|
|
|
|
|
||
Tax benefit of operating loss carryforwards
|
$
|
56,015
|
|
|
$
|
51,248
|
|
Tax basis in excess of book basis
|
139,012
|
|
|
108,120
|
|
||
Foreign tax credits and other accruals
|
22,674
|
|
|
20,369
|
|
||
Tax benefit of capital loss carryforwards
|
30,799
|
|
|
29,984
|
|
||
Deferred tax assets before valuation allowance
|
248,500
|
|
|
209,721
|
|
||
Valuation allowance
|
(245,259
|
)
|
|
(207,568
|
)
|
||
|
3,241
|
|
|
2,153
|
|
||
Deferred Tax Liabilities
|
34,592
|
|
|
176,364
|
|
||
Net Deferred Tax Liabilities
|
$
|
(31,351
|
)
|
|
$
|
(174,211
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
||||||
Unrecognized tax benefit relating to loss or income from continuing operations, beginning of year
|
$
|
3,300
|
|
|
$
|
2,900
|
|
|
$
|
5,900
|
|
Increases for positions relating to prior year
|
—
|
|
|
500
|
|
|
—
|
|
|||
Decreases for positions relating to prior year
|
(800
|
)
|
|
(100
|
)
|
|
(3,000
|
)
|
|||
Decreases due to lapse of statute of limitations
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit relating to loss or income from continuing operations, end of year
|
$
|
2,200
|
|
|
$
|
3,300
|
|
|
$
|
2,900
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
Trade
|
$
|
54,402
|
|
|
$
|
148,998
|
|
Royalties
|
2,066
|
|
|
10,788
|
|
||
VAT and withholding tax
|
818
|
|
|
8,573
|
|
||
Employee compensation and severance
|
8,414
|
|
|
10,900
|
|
||
Other
|
5,078
|
|
|
8,572
|
|
||
|
$
|
70,778
|
|
|
$
|
187,831
|
|
|
Year ending December 31
|
||||||||||||||||||||||||||
|
Total
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
||||||||||||||
(Thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Oil transportation services
|
$
|
18,441
|
|
|
$
|
3,650
|
|
|
$
|
3,640
|
|
|
$
|
3,640
|
|
|
$
|
3,640
|
|
|
$
|
3,640
|
|
|
$
|
231
|
|
Drilling, completions and seismic
|
7,572
|
|
|
2,918
|
|
|
2,667
|
|
|
1,987
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
7,140
|
|
|
3,103
|
|
|
2,647
|
|
|
1,389
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
Software and telecommunication
|
479
|
|
|
351
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
$
|
33,632
|
|
|
$
|
10,022
|
|
|
$
|
9,082
|
|
|
$
|
7,016
|
|
|
$
|
3,641
|
|
|
$
|
3,640
|
|
|
$
|
231
|
|
|
As at December 31,
|
||||||
(Thousands of U.S. Dollars)
|
2015
|
|
2014
|
||||
Trading securities
|
$
|
6,250
|
|
|
$
|
7,586
|
|
|
|
|
|
||||
Foreign currency derivative liability
|
$
|
—
|
|
|
$
|
3,057
|
|
Contingent consideration liability
|
1,061
|
|
|
1,061
|
|
||
|
$
|
1,061
|
|
|
$
|
4,118
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Trading securities loss
|
$
|
1,335
|
|
|
$
|
6,326
|
|
|
$
|
—
|
|
Foreign currency derivatives loss (gain)
|
692
|
|
|
(1,604
|
)
|
|
—
|
|
|||
|
$
|
2,027
|
|
|
$
|
4,722
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
(Thousands of U.S. Dollars)
|
Colombia
|
|
Peru
|
|
Brazil
|
|
All Other
|
|
Total
|
||||||||||
Severance expenses
|
$
|
1,837
|
|
|
$
|
2,096
|
|
|
$
|
374
|
|
|
$
|
4,683
|
|
|
$
|
8,990
|
|
(Thousands of U.S. Dollars)
|
Year Ended December 31, 2015
|
||
Balance, December 31, 2014
|
$
|
—
|
|
Liability incurred
|
8,990
|
|
|
Settlements
|
(7,526
|
)
|
|
Balance, December 31, 2015
|
$
|
1,464
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Accounts receivable and other long-term assets
|
$
|
44,365
|
|
|
$
|
(34,473
|
)
|
|
$
|
58,955
|
|
Inventory
|
(1,571
|
)
|
|
(2,891
|
)
|
|
14,168
|
|
|||
Prepaids
|
152
|
|
|
4
|
|
|
(2,458
|
)
|
|||
Accounts payable and accrued and other long-term liabilities
|
(34,493
|
)
|
|
558
|
|
|
(8,754
|
)
|
|||
Taxes receivable and payable
|
(48,251
|
)
|
|
(61,064
|
)
|
|
84,687
|
|
|||
Net changes in assets and liabilities from operating activities of continuing operations
|
$
|
(39,798
|
)
|
|
$
|
(97,866
|
)
|
|
$
|
146,598
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash paid for income taxes
|
$
|
39,422
|
|
|
$
|
101,179
|
|
|
$
|
51,183
|
|
|
|
|
|
|
|
||||||
Non-cash investing activities:
|
|
|
|
|
|
|
|
||||
Net liabilities related to property, plant and equipment, end of year
|
$
|
33,923
|
|
|
$
|
113,874
|
|
|
$
|
75,580
|
|
Acquisition of marketable securities as proceeds from sale of Argentina business unit (Note 3)
|
$
|
—
|
|
|
$
|
13,912
|
|
|
$
|
—
|
|
|
|
Colombia
|
|
Argentina
|
|
Brazil
|
Total
|
|||||||||||||||||
|
|
Liquids
(1)
|
|
Gas
|
|
Liquids
(1)
|
|
Gas
|
|
Liquids
(1)
|
|
Gas
|
|
Liquids
(1)
|
|
Gas
|
||||||||
|
|
(Mbbl)
|
|
(MMcf)
|
|
(Mbbl)
|
|
(MMcf)
|
|
(Mbbl)
|
|
(MMcf)
|
|
(Mbbl)
|
|
(MMcf)
|
||||||||
Proved NAR Reserves, December 31, 2012
|
|
31,109
|
|
|
9,472
|
|
|
5,793
|
|
|
3,304
|
|
|
1,591
|
|
|
—
|
|
|
38,493
|
|
|
12,776
|
|
Extensions and discoveries
|
|
4,625
|
|
|
—
|
|
|
29
|
|
|
1,115
|
|
|
—
|
|
|
—
|
|
|
4,654
|
|
|
1,115
|
|
Purchases of reserves in place
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
|
(6,684
|
)
|
|
(82
|
)
|
|
(887
|
)
|
|
(1,338
|
)
|
|
(263
|
)
|
|
—
|
|
|
(7,834
|
)
|
|
(1,420
|
)
|
Revisions of previous estimates
|
|
5,509
|
|
|
(614
|
)
|
|
(1,331
|
)
|
|
1,596
|
|
|
355
|
|
|
—
|
|
|
4,533
|
|
|
982
|
|
Proved NAR Reserves, December 31, 2013
|
|
34,559
|
|
|
8,776
|
|
|
3,604
|
|
|
4,677
|
|
|
1,683
|
|
|
—
|
|
|
39,846
|
|
|
13,453
|
|
Extensions and discoveries
|
|
4,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
572
|
|
|
—
|
|
|
4,671
|
|
|
—
|
|
Purchases of reserves in place
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Production
|
|
(6,654
|
)
|
|
(329
|
)
|
|
(385
|
)
|
|
(713
|
)
|
|
(330
|
)
|
|
—
|
|
|
(7,369
|
)
|
|
(1,042
|
)
|
Sales of reserves in place
|
|
—
|
|
|
—
|
|
|
(3,219
|
)
|
|
(3,964
|
)
|
|
—
|
|
|
—
|
|
|
(3,219
|
)
|
|
(3,964
|
)
|
Revisions of previous estimates
|
|
2,040
|
|
|
(7,464
|
)
|
|
—
|
|
|
—
|
|
|
911
|
|
|
—
|
|
|
2,951
|
|
|
(7,464
|
)
|
Proved NAR Reserves, December 31, 2014
|
|
34,044
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
2,836
|
|
|
—
|
|
|
36,880
|
|
|
983
|
|
Extensions and discoveries
|
|
410
|
|
|
526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,805
|
|
|
410
|
|
|
3,331
|
|
Improved recoveries
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
|
1,396
|
|
|
—
|
|
Production
|
|
(6,872
|
)
|
|
(318
|
)
|
|
—
|
|
|
—
|
|
|
(189
|
)
|
|
—
|
|
|
(7,061
|
)
|
|
(318
|
)
|
Revisions of previous estimates
|
|
5,804
|
|
|
632
|
|
|
—
|
|
|
—
|
|
|
680
|
|
|
—
|
|
|
6,484
|
|
|
632
|
|
Proved NAR Reserves, December 31, 2015
|
|
33,386
|
|
|
1,823
|
|
|
—
|
|
|
—
|
|
|
4,723
|
|
|
2,805
|
|
|
38,109
|
|
|
4,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Proved Developed Reserves NAR, December 31, 2013
|
|
28,598
|
|
|
8,776
|
|
|
2,448
|
|
|
3,750
|
|
|
537
|
|
|
—
|
|
|
31,583
|
|
|
12,526
|
|
Proved Developed Reserves NAR, December 31, 2014
|
|
27,866
|
|
|
983
|
|
|
—
|
|
|
—
|
|
|
1,333
|
|
|
—
|
|
|
29,199
|
|
|
983
|
|
Proved Developed Reserves NAR, December 31, 2015
|
|
28,513
|
|
|
1,346
|
|
|
—
|
|
|
—
|
|
|
2,303
|
|
|
1,368
|
|
|
30,816
|
|
|
2,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Proved Undeveloped Reserves NAR, December 31, 2013
|
|
5,961
|
|
|
—
|
|
|
1,156
|
|
|
927
|
|
|
1,146
|
|
|
—
|
|
|
8,263
|
|
|
927
|
|
Proved Undeveloped Reserves NAR, December 31, 2014
|
|
6,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
|
—
|
|
|
7,681
|
|
|
—
|
|
Proved Undeveloped Reserves NAR, December 31, 2015
|
|
4,873
|
|
|
477
|
|
|
—
|
|
|
—
|
|
|
2,420
|
|
|
1,437
|
|
|
7,293
|
|
|
1,914
|
|
|
Proved Properties
|
|
Unproved Properties
|
|
Accumulated
Depletion,
Depreciation
and
Impairment
|
|
Net Capitalized Costs
|
||||||||
Colombia
|
$
|
1,846,522
|
|
|
$
|
147,500
|
|
|
$
|
(1,422,617
|
)
|
|
$
|
571,405
|
|
Brazil
|
151,808
|
|
|
69,089
|
|
|
(106,124
|
)
|
|
114,773
|
|
||||
Peru
|
—
|
|
|
94,182
|
|
|
—
|
|
|
94,182
|
|
||||
Balance, December 31, 2015
|
$
|
1,998,330
|
|
|
$
|
310,771
|
|
|
$
|
(1,528,741
|
)
|
|
$
|
780,360
|
|
|
|
|
|
|
|
|
|
||||||||
Colombia
|
$
|
1,736,128
|
|
|
$
|
170,474
|
|
|
$
|
(1,021,809
|
)
|
|
$
|
884,793
|
|
Brazil
|
140,243
|
|
|
60,716
|
|
|
(53,487
|
)
|
|
147,472
|
|
||||
Peru
|
—
|
|
|
85,666
|
|
|
—
|
|
|
85,666
|
|
||||
Balance, December 31, 2014
|
$
|
1,876,371
|
|
|
$
|
316,856
|
|
|
$
|
(1,075,296
|
)
|
|
$
|
1,117,931
|
|
|
|
Colombia
|
|
Argentina (1)
|
|
Brazil
|
|
Peru
|
|
Total
|
||||||||||
Balance, December 31, 2012
|
|
$
|
1,396,429
|
|
|
$
|
256,458
|
|
|
$
|
153,874
|
|
|
$
|
139,130
|
|
|
$
|
1,945,891
|
|
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unproved
|
|
—
|
|
|
(4,083
|
)
|
|
—
|
|
|
—
|
|
|
(4,083
|
)
|
|||||
Exploration costs
|
|
41,628
|
|
|
—
|
|
|
26,429
|
|
|
82,275
|
|
|
150,332
|
|
|||||
Development costs
|
|
144,790
|
|
|
22,601
|
|
|
(3,986
|
)
|
|
—
|
|
|
163,405
|
|
|||||
Balance, December 31, 2013
|
|
1,582,847
|
|
|
274,976
|
|
|
176,317
|
|
|
221,405
|
|
|
2,255,545
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unproved
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exploration costs
|
|
88,378
|
|
|
82
|
|
|
11,106
|
|
|
173,126
|
|
|
272,692
|
|
|||||
Development costs
|
|
124,307
|
|
|
18,179
|
|
|
12,983
|
|
|
—
|
|
|
155,469
|
|
|||||
Balance, December 31, 2014
|
|
1,795,532
|
|
|
293,237
|
|
|
200,406
|
|
|
394,531
|
|
|
2,683,706
|
|
|||||
Property acquisition costs
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proved
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unproved
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Exploration costs
|
|
17,512
|
|
|
|
|
12,466
|
|
|
50,347
|
|
|
80,325
|
|
||||||
Development costs
|
|
69,910
|
|
|
|
|
7,472
|
|
|
—
|
|
|
77,382
|
|
||||||
Balance, December 31, 2015
|
|
$
|
1,882,954
|
|
|
$
|
293,237
|
|
|
$
|
220,344
|
|
|
$
|
444,878
|
|
|
$
|
2,841,413
|
|
|
Colombia
|
|
Brazil
|
|
Peru
|
|
Total Continuing Operations
|
Argentina
|
Total
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas sales
|
$
|
269,035
|
|
|
$
|
6,976
|
|
|
$
|
—
|
|
|
$
|
276,011
|
|
$
|
—
|
|
$
|
276,011
|
|
Production costs
|
(109,406
|
)
|
|
(6,363
|
)
|
|
—
|
|
|
(115,769
|
)
|
—
|
|
(115,769
|
)
|
||||||
Exploration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
DD&A expenses
|
(167,701
|
)
|
|
(6,183
|
)
|
|
(789
|
)
|
|
(174,673
|
)
|
—
|
|
(174,673
|
)
|
||||||
Asset Impairment
|
(235,069
|
)
|
|
(46,933
|
)
|
|
(41,916
|
)
|
|
(323,918
|
)
|
|
(323,918
|
)
|
|||||||
Income tax expense
|
102,014
|
|
|
(880
|
)
|
|
—
|
|
|
101,134
|
|
—
|
|
101,134
|
|
||||||
Results of Operations
|
$
|
(141,127
|
)
|
|
$
|
(53,383
|
)
|
|
$
|
(42,705
|
)
|
|
$
|
(237,215
|
)
|
$
|
—
|
|
$
|
(237,215
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas sales
|
$
|
532,196
|
|
|
$
|
27,202
|
|
|
$
|
—
|
|
|
$
|
559,398
|
|
$
|
31,938
|
|
$
|
591,336
|
|
Production costs
|
(107,101
|
)
|
|
(6,848
|
)
|
|
—
|
|
|
(113,949
|
)
|
(14,612
|
)
|
(128,561
|
)
|
||||||
Exploration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
DD&A expenses
|
(174,063
|
)
|
|
(9,932
|
)
|
|
(690
|
)
|
|
(184,685
|
)
|
(13,684
|
)
|
(198,369
|
)
|
||||||
Asset Impairment
|
—
|
|
|
—
|
|
|
(265,126
|
)
|
|
(265,126
|
)
|
—
|
|
(265,126
|
)
|
||||||
Income tax expense
|
(125,171
|
)
|
|
(844
|
)
|
|
68
|
|
|
(125,947
|
)
|
(1,458
|
)
|
(127,405
|
)
|
||||||
Results of Operations
|
$
|
125,861
|
|
|
$
|
9,578
|
|
|
$
|
(265,748
|
)
|
|
$
|
(130,309
|
)
|
$
|
2,184
|
|
$
|
(128,125
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||||
Oil and natural gas sales
|
$
|
624,410
|
|
|
$
|
22,545
|
|
|
$
|
—
|
|
|
$
|
646,955
|
|
$
|
73,495
|
|
$
|
720,450
|
|
Production costs
|
(102,861
|
)
|
|
(7,311
|
)
|
|
—
|
|
|
(110,172
|
)
|
(38,886
|
)
|
(149,058
|
)
|
||||||
Exploration expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
DD&A expenses
|
(184,697
|
)
|
|
(14,761
|
)
|
|
(362
|
)
|
|
(199,820
|
)
|
(64,295
|
)
|
(264,115
|
)
|
||||||
Asset Impairment
|
—
|
|
|
(2,000
|
)
|
|
—
|
|
|
(2,000
|
)
|
—
|
|
(2,000
|
)
|
||||||
Income tax expense
|
(115,546
|
)
|
|
(11,091
|
)
|
|
(81
|
)
|
|
(126,718
|
)
|
(6,547
|
)
|
(133,265
|
)
|
||||||
Results of Operations
|
$
|
221,306
|
|
|
$
|
(12,618
|
)
|
|
$
|
(443
|
)
|
|
$
|
208,245
|
|
$
|
(36,233
|
)
|
$
|
172,012
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Brazil
|
Argentina
|
||||||
Twelve month period unweighted arithmetic average of the wellhead price as of the first day of each month within the twelve month period
|
|
|
|
||||||
2015
|
$
|
43.51
|
|
$
|
37.72
|
|
$
|
—
|
|
2014
|
$
|
87.55
|
|
$
|
84.63
|
|
$
|
—
|
|
2013
|
$
|
96.49
|
|
$
|
90.70
|
|
$
|
65.46
|
|
Weighted average production costs
|
|
|
|
||||||
2015
|
$
|
12.11
|
|
$
|
8.30
|
|
$
|
—
|
|
2014
|
$
|
14.74
|
|
$
|
11.24
|
|
$
|
—
|
|
2013
|
$
|
11.89
|
|
$
|
20.43
|
|
$
|
26.10
|
|
•
|
no economic value is attributed to probable and possible reserves;
|
•
|
use of a 10% discount rate is arbitrary; and
|
•
|
prices change constantly from the twelve month period unweighted arithmetic average of the price as of the first day of each month within that twelve month period.
|
|
Colombia
|
|
Argentina
|
|
Brazil
|
|
Total
|
||||||||
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
$
|
1,486,828
|
|
|
$
|
—
|
|
|
$
|
195,726
|
|
|
$
|
1,682,554
|
|
Future production costs
|
(697,071
|
)
|
|
—
|
|
|
(58,058
|
)
|
|
(755,129
|
)
|
||||
Future development costs
|
(51,671
|
)
|
|
—
|
|
|
(15,660
|
)
|
|
(67,331
|
)
|
||||
Future asset retirement obligations
|
(15,096
|
)
|
|
—
|
|
|
(1,200
|
)
|
|
(16,296
|
)
|
||||
Future income tax expense
|
(196,981
|
)
|
|
—
|
|
|
(17,361
|
)
|
|
(214,342
|
)
|
||||
Future net cash flows
|
526,009
|
|
|
—
|
|
|
103,447
|
|
|
629,456
|
|
||||
10% discount
|
(119,100
|
)
|
|
—
|
|
|
(45,599
|
)
|
|
(164,699
|
)
|
||||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
406,909
|
|
|
$
|
—
|
|
|
$
|
57,848
|
|
|
$
|
464,757
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
$
|
3,020,286
|
|
|
$
|
—
|
|
|
$
|
240,022
|
|
|
$
|
3,260,308
|
|
Future production costs
|
(998,809
|
)
|
|
—
|
|
|
(63,928
|
)
|
|
(1,062,737
|
)
|
||||
Future development costs
|
(182,503
|
)
|
|
—
|
|
|
(14,150
|
)
|
|
(196,653
|
)
|
||||
Future asset retirement obligations
|
(16,410
|
)
|
|
—
|
|
|
(3,500
|
)
|
|
(19,910
|
)
|
||||
Future income tax expense
|
(558,048
|
)
|
|
—
|
|
|
(20,554
|
)
|
|
(578,602
|
)
|
||||
Future net cash flows
|
1,264,516
|
|
|
—
|
|
|
137,890
|
|
|
1,402,406
|
|
||||
10% discount
|
(337,969
|
)
|
|
—
|
|
|
(43,304
|
)
|
|
(381,273
|
)
|
||||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
926,547
|
|
|
$
|
—
|
|
|
$
|
94,586
|
|
|
$
|
1,021,133
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Future cash inflows
|
$
|
3,518,822
|
|
|
$
|
287,689
|
|
|
$
|
152,692
|
|
|
$
|
3,959,203
|
|
Future production costs
|
(969,644
|
)
|
|
(132,184
|
)
|
|
(46,489
|
)
|
|
(1,148,317
|
)
|
||||
Future development costs
|
(194,178
|
)
|
|
(45,479
|
)
|
|
(10,800
|
)
|
|
(250,457
|
)
|
||||
Future asset retirement obligations
|
(13,540
|
)
|
|
(3,794
|
)
|
|
(2,500
|
)
|
|
(19,834
|
)
|
||||
Future income tax expense
|
(628,628
|
)
|
|
(21,929
|
)
|
|
—
|
|
|
(650,557
|
)
|
||||
Future net cash flows
|
1,712,832
|
|
|
84,303
|
|
|
92,903
|
|
|
1,890,038
|
|
||||
10% discount
|
(489,836
|
)
|
|
(29,767
|
)
|
|
(25,482
|
)
|
|
(545,085
|
)
|
||||
Standardized Measure of Discounted Future Net Cash Flows
|
$
|
1,222,996
|
|
|
$
|
54,536
|
|
|
$
|
67,421
|
|
|
$
|
1,344,953
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
1,021,133
|
|
|
$
|
1,344,953
|
|
|
$
|
1,297,452
|
|
Sales and transfers of oil and gas produced, net of production costs
|
(160,242
|
)
|
|
(444,358
|
)
|
|
(571,391
|
)
|
|||
Net changes in prices and production costs related to future production
|
(918,746
|
)
|
|
(40,162
|
)
|
|
(66,370
|
)
|
|||
Extensions, discoveries and improved recovery, less related costs
|
22,754
|
|
|
152,426
|
|
|
239,125
|
|
|||
Previously estimated development costs incurred during the year
|
54,904
|
|
|
107,842
|
|
|
127,255
|
|
|||
Revisions of previous quantity estimates
|
144,603
|
|
|
103,359
|
|
|
262,888
|
|
|||
Accretion of discount
|
137,853
|
|
|
180,787
|
|
|
175,980
|
|
|||
Purchases of reserves in place
|
—
|
|
|
—
|
|
|
—
|
|
|||
Sales of reserves in place
|
—
|
|
|
(72,089
|
)
|
|
—
|
|
|||
Net change in income taxes
|
100,587
|
|
|
(256,033
|
)
|
|
(26,943
|
)
|
|||
Changes in future development costs
|
61,911
|
|
|
(55,592
|
)
|
|
(93,043
|
)
|
|||
Net (decrease) increase
|
(556,376
|
)
|
|
(323,820
|
)
|
|
47,501
|
|
|||
Balance, end of year
|
$
|
464,757
|
|
|
$
|
1,021,133
|
|
|
$
|
1,344,953
|
|
|
Three Months Ended
|
|
Year Ended
|
|||||||||||||
|
March 31, 2015
|
June 30, 2015
|
September 30, 2015
|
December 31, 2015
|
|
December 31, 2015
|
||||||||||
Oil and natural gas sales
|
76,231
|
|
69,350
|
|
75,653
|
|
54,777
|
|
|
276,011
|
|
|||||
|
|
|
|
|
|
|
||||||||||
Asset impairment
|
37,014
|
|
30,285
|
|
149,979
|
|
106,640
|
|
|
323,918
|
|
|||||
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(44,866
|
)
|
$
|
(38,564
|
)
|
$
|
(101,877
|
)
|
$
|
(82,722
|
)
|
|
$
|
(268,029
|
)
|
Loss from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
$
|
(44,866
|
)
|
$
|
(38,564
|
)
|
$
|
(101,877
|
)
|
$
|
(82,722
|
)
|
|
$
|
(268,029
|
)
|
|
|
|
|
|
|
|
||||||||||
Income (loss) per share
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
(0.16
|
)
|
(0.13
|
)
|
(0.36
|
)
|
(0.29
|
)
|
|
(0.94
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
(0.16
|
)
|
(0.13
|
)
|
(0.36
|
)
|
(0.29
|
)
|
|
(0.94
|
)
|
|||||
Diluted
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
(0.16
|
)
|
(0.13
|
)
|
(0.36
|
)
|
(0.29
|
)
|
|
(0.94
|
)
|
|||||
Loss from discontinued operations, net of income taxes
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
(0.16
|
)
|
(0.13
|
)
|
(0.36
|
)
|
(0.29
|
)
|
|
(0.94
|
)
|
|
Three Months Ended
|
|
Year Ended
|
||||||||
|
March 31, 2014
|
June 30,
2014
|
September 30, 2014
|
December 31, 2014
|
|
December 31, 2014
|
|||||
Oil and natural gas sales
|
151,105
|
|
147,888
|
|
161,517
|
|
98,888
|
|
|
559,398
|
|
|
|
|
|
|
|
|
|||||
Asset impairment
|
—
|
|
—
|
|
—
|
|
265,126
|
|
|
265,126
|
|
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
49,772
|
|
31,484
|
|
44,184
|
|
(269,789
|
)
|
|
(144,349
|
)
|
Loss from discontinued operations, net of income taxes
|
(4,643
|
)
|
(22,347
|
)
|
—
|
|
—
|
|
|
(26,990
|
)
|
Net income (loss)
|
45,129
|
|
9,137
|
|
44,184
|
|
(269,789
|
)
|
|
(171,339
|
)
|
|
|
|
|
|
|
|
|||||
Income (loss) per share
|
|
|
|
|
|
|
|||||
Basic
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
0.18
|
|
0.11
|
|
0.15
|
|
(0.94
|
)
|
|
(0.51
|
)
|
Loss from discontinued operations, net of income taxes
|
(0.02
|
)
|
(0.08
|
)
|
—
|
|
—
|
|
|
(0.09
|
)
|
Net income (loss)
|
0.16
|
|
0.03
|
|
0.15
|
|
(0.94
|
)
|
|
(0.60
|
)
|
Diluted
|
|
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
0.18
|
|
0.11
|
|
0.15
|
|
(0.94
|
)
|
|
(0.51
|
)
|
Loss from discontinued operations, net of income taxes
|
(0.02
|
)
|
(0.08
|
)
|
—
|
|
—
|
|
|
(0.09
|
)
|
Net income (loss)
|
0.16
|
|
0.03
|
|
0.15
|
|
(0.94
|
)
|
|
(0.60
|
)
|
Plan category
|
|
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(1)
|
|
(b)
Weighted average exercise price of
outstanding options, warrants and rights (2) |
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
(3)
|
|||
Equity compensation plans approved by security holders
|
|
13,867,014
|
|
|
4.60
|
|
|
13,498,868
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
13,867,014
|
|
|
4.60
|
|
|
13,498,868
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations and Retained Earnings
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Cash Flow
|
|
Consolidated Statements of Shareholders’ Equity
|
|
Notes to the Consolidated Financial Statements
|
|
Supplementary Data (Unaudited)
|
Date: February 26, 2016
|
|
/s/ Gary Guidry
|
|
|
By: Gary Guidry
|
|
|
President and Chief Executive Officer, Director
|
|
|
(Principal Executive Officer)
|
Date: February 26, 2016
|
|
/s/ Ryan Ellson
|
|
|
By: Ryan Ellson
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Gary Guidry
|
|
President and Chief Executive Officer, Director
|
|
February 26, 2016
|
Gary Guidry
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Ryan Ellson
|
|
Chief Financial Officer
|
|
February 26, 2016
|
Ryan Ellson
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ J. Scott Price
|
|
Director
|
|
February 26, 2016
|
J. Scott Price
|
|
|
|
|
|
|
|
|
|
/s/ Peter Dey
|
|
Director
|
|
February 26, 2016
|
Peter Dey
|
|
|
|
|
|
|
|
|
|
/s/ Evan Hazell
|
|
Director
|
|
February 26, 2016
|
Evan Hazell
|
|
|
|
|
|
|
|
|
|
/s/ Robert B. Hodgins
|
|
Director
|
|
February 26, 2016
|
Robert B. Hodgins
|
|
|
|
|
|
|
|
|
|
/s/ Ronald Royal
|
|
Director
|
|
February 26, 2016
|
Ronald Royal
|
|
|
|
|
|
|
|
|
|
/s/ David P. Smith
|
|
Director
|
|
February 26, 2016
|
David P. Smith
|
|
|
|
|
|
|
|
|
|
/s/ Brooke Wade
|
|
Director
|
|
February 26, 2016
|
Brooke Wade
|
|
|
|
|
Exhibit No.
|
Description
|
|
Reference
|
2.1
|
Arrangement Agreement, dated November 12, 2015, between Gran Tierra Energy Inc. and Petroamerica Oil Corp.
|
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on November 18, 2015 (SEC File No. 001-34018).
|
|
|
|
|
3.1
|
Amended and 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
|
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).
|
|
|
|
|
4.1
|
Reference is made to Exhibits 3.1 to 3.2.
|
|
|
|
|
|
|
4.2
|
Details of the Goldstrike Special Voting Share.
|
|
Incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-KSB/A for the period ended December 31, 2005, and filed with the SEC on April 21, 2006 (SEC File No. 333-111656).
|
|
|
|
|
4.3
|
Goldstrike Exchangeable Share Provisions.
|
|
Incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-KSB/A for the period ended December 31, 2005 and filed with the SEC on April 21, 2006 (SEC File No. 333-111656).
|
|
|
|
|
4.4
|
Provisions Attaching to the GTE–Solana Exchangeable Shares.
|
|
Incorporated by reference to Annex E to the Proxy Statement on Schedule 14A filed with the SEC on October 14, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.1
|
Voting Exchange and Support Agreement by and between Goldstrike, Inc., 1203647 Alberta Inc., Gran Tierra Goldstrike Inc. and Olympia Trust Company dated as of November 10, 2005.
|
|
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005 (SEC File No. 333-111656).
|
|
|
|
|
10.2
|
Voting and Exchange Trust Agreement, dated as of November 14, 2008, between Gran Tierra Energy Inc., Gran Tierra Exchangeco Inc. and Computershare Trust Company of Canada.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.3
|
Support Agreement, dated as of November 14, 2008, between Gran Tierra Energy Inc., Gran Tierra Callco ULC and Gran Tierra Exchangeco Inc.
|
|
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed with the SEC on November 17, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.4
|
Amended and Restated 2007 Equity Incentive Plan. *
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.5
|
Form of Restricted Stock Unit Award Agreement Under the 2007 Equity Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.6
|
Form of Option Agreement Under the 2007 Equity Incentive Plan *
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.7
|
Form of Indemnity Agreement. *
|
|
Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2, 2008 (SEC File No. 000-52594).
|
|
|
|
|
10.8
|
Form of Voting Support Agreement
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.9
|
2005 Equity Incentive Plan. *
|
|
Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005 (SEC File No. 333-111656).
|
|
|
|
|
10.10
|
Executive Employment Agreement, dated November 4, 2008, between Gran Tierra Energy Inc. and Dana Coffield. *
|
|
Incorporated by reference to Exhibit 10.58 to the Annual Report on Form 10-K, filed with the SEC on February 27, 2009 (SEC File No. 001-34018).
|
|
|
|
|
10.11
|
Executive Employment Agreement, dated January 20, 2010, between Gran Tierra Energy Inc. and David Hardy. *
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2011 (SEC File No. 001-34018).
|
|
|
|
|
10.12
|
Amendment to Employment Agreement dated May 2, 2012, between Gran Tierra Energy Inc. and David Hardy. *
|
|
Incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.13
|
Executive Employment Agreement dated May 2, 2012, between Gran Tierra Energy Inc. and James Rozon. *
|
|
Incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.14
|
Indefinite Employment Contract, dated August 1, 2009, between Gran Tierra Energy Inc. and Carlos Monges. *
|
|
Incorporated by reference to Exhibit 10.76 to the Annual Report on Form 10-K, filed with the SEC on February 25, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.15
|
Individual Labor Contract, dated September 30, 2011, between Gran Tierra Energy Peru S.R.L. and Carlos Monges. *
|
|
Incorporated by reference to Exhibit 10.77 to the Annual Report on Form 10-K, filed with the SEC on February 25, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.16
|
Addenda to the Individual Labor Contract, dated September 30, 2011, between Gran Tierra Energy Peru S.R.L. and Carlos Monges. *
|
|
Incorporated by reference to Exhibit 10.78 to the Annual Report on Form 10-K, filed with the SEC on February 25, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.17
|
Employment Agreement dated December 14, 2011, between Gran Tierra Energy Peru S.R.L. and Carlos Monges. *
|
|
Incorporated by reference to Exhibit 10.79 to the Annual Report on Form 10-K, filed with the SEC on February 25, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.18
|
Expat Assignment Letter Agreement dated January 10, 2014, between Gran Tierra Energy Inc. and Duncan Nightingale. *
|
|
Incorporated by reference to Exhibit 10.80 to the Annual Report on Form 10-K, filed with the SEC on February 25, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.19
|
Amendment dated April 15, 2014 to Expat Assignment Letter Agreement between Gran Tierra Energy Inc. and Duncan Nightingale. *
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.20
|
Executive Employment Agreement dated July 31, 2014, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale. *
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.21
|
Employment Agreement dated July 31, 2014, between Gran Tierra Energy Colombia Ltd. and Adrián Santiago Coral Pantoja. *
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2014 (SEC File No. 001-34018).
|
|
|
|
|
10.22
|
Executive Employment Agreement dated February 2, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Jeffrey Scott *
|
|
Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K, filed with the SEC on March 2, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.23
|
Amendment to Executive Employment Agreement dated February 19, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale.
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.24
|
Amendment to Executive Employment Agreement dated May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Jeffrey Scott
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.25
|
Amendment to Executive Employment Agreement dated May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Duncan Nightingale
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.26
|
Amendment to Executive Employment Agreement dated May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and James Rozon
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.27
|
Amendment to Executive Employment Agreement dated May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and David Hardy
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.28
|
Form of Indemnity Agreement for use with Directors and Executive Officers
|
|
Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.29
|
Form of Deferred Stock Unit Award Agreement Under the 2007 Equity Incentive Plan*
|
|
Filed herewith.
|
|
|
|
|
10.30
|
Form of Deferred Stock Unit Gran Notice Plan*
|
|
Filed herewith.
|
|
|
|
|
10.31
|
Executive Employment Agreement effective May 7, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Gary Guidry
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.32
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Ryan Ellson
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.33
|
Executive Employment Agreement effective May 11, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Alan Johnson
|
|
Incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.34
|
Executive Employment Agreement effective May 11 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and Lawrence West
|
|
Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.35
|
Executive Employment Agreement effective May 11, 2015, between Gran Tierra Energy Canada ULC, Gran Tierra Energy Inc. and James Evans
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on November 4, 2015 (SEC File No. 001-34018).
|
|
|
|
|
10.36
|
2014 Executive Officer Cash Bonus Compensation and 2015 Cash Compensation Arrangements. *
|
|
Incorporated by reference to Item 5.02 of the Current Report on Form 8-K, filed with the SEC on February 25, 2015, with respect to 2014 Cash Bonus Compensation and 2015 Cash Compensation Arrangements (SEC File No. 001-34018).
|
|
|
|
|
10.37
|
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).
|
|
|
|
|
10.38
|
Colombian Participation Agreement, dated as of June 22, 2006, by and among Argosy Energy International, Gran Tierra Energy Inc., and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.55 to the Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.39
|
Amendment No. 1 to Colombian Participation Agreement, dated as of November 1, 2006, by and among Argosy Energy International, Gran Tierra Energy Inc., and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.56 to the Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.40
|
Amendment No. 2 to Colombian Participation Agreement, dated as of July 3, 2008, between Gran Tierra Energy Inc. and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q/A, filed with the SEC on November 19, 2008 (SEC File No. 001-34018).
|
|
|
|
|
10.41
|
Amendment No. 3 to Participation Agreement, dated as of December 31, 2008, by and among Gran Tierra Energy Colombia, Ltd., Gran Tierra Energy Inc. and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the SEC on January 7, 2009 (SEC File No. 001-34018).
|
|
|
|
|
10.42
|
Amendment No. 4 dated June 13, 2011, to the Colombian Participation Agreement dated June 22, 2006, between Gran Tierra Colombia Ltd and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.43
|
Amendment No. 5 dated February 10, 2011, to the Colombian Participation Agreement dated June 22, 2006, between Gran Tierra Colombia Ltd and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.44
|
Amendment No. 6 dated March 1, 2012, to the Colombian Participation Agreement dated June 22, 2006, between Gran Tierra Colombia Ltd and Crosby Capital, LLC.
|
|
Incorporated by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2012 (SEC File No. 001-34018).
|
|
|
|
|
10.45
|
Chaza Block Hydrocarbons Exploration and Exploitation Agreement between Argosy Energy International and the National Hydrocarbons Agency dated June 25, 2005.
|
|
Incorporated by reference to Exhibit 10.76 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.46
|
Addendum No. 1 to the Chaza Block Hydrocarbons Exploration and Exploitation Agreement between Argosy Energy International and the National Hydrocarbons Agency.
|
|
Incorporated by reference to Exhibit 10.77 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2013 (SEC File No. 001-34018).
|
|
|
|
|
10.47
|
Settlement Agreement, dated May 7, 2015, between Gran Tierra Energy Inc. and West Face SPV (Cayman) I, L.P.
|
|
Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015 (SEC File No. 001-34018).
|
|
|
|
|
12.1
|
Statement re: Computation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith.
|
|
|
|
|
21.1
|
List of subsidiaries.
|
|
Filed herewith.
|
|
|
|
|
23.1
|
Consent of Deloitte LLP.
|
|
Filed herewith.
|
|
|
|
|
23.2
|
Consent of McDaniel & Associates Consultants Ltd.
|
|
Filed herewith.
|
|
|
|
|
24.1
|
Power of Attorney.
|
|
See signature page.
|
|
|
|
|
31.1
|
Certification of Principal Executive Officer.
|
|
Filed herewith.
|
|
|
|
|
31.2
|
Certification of Principal Financial Officer.
|
|
Filed herewith.
|
|
|
|
|
32.1
|
Section 1350 Certifications.
|
|
Furnished herewith.
|
|
|
|
|
99.1
|
Gran Tierra Energy Inc. Reserves Assessment and Evaluation of Oil and Gas Properties Corporate Summary, effective December 31, 2015.
|
|
Filed herewith.
|
1.
|
Grant of the Award.
This Award represents your right to be issued on a future date the number of shares of Common Stock that is equal to the number of Deferred Stock Units indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit the number of Deferred Stock Units subject to the Award. For the avoidance of doubt, in accordance with the Plan, the Company will have the discretion to settle the Award in an amount of cash equivalent to the shares of Common Stock issuable to you in respect of your Award, and any references in this Agreement to shares of Common Stock in respect of your Award shall also include the equivalent amount of cash, if any, that the Company elects to issue in whole or in part in settlement of your Award.
|
2.
|
Number of Deferred Stock Units and Shares of Common Stock.
The number of Deferred Stock Units in your Award is set forth in the Grant Notice.
|
1.
|
The number of Deferred Stock Units subject to your Award may be adjusted from time to time for Capitalization Adjustments as described in Section 11(a) of the Plan.
|
2.
|
Any additional Deferred Stock Units, shares of Common Stock, cash or other property that becomes subject to the Award pursuant to this Section 2 will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Deferred Stock Units and Common Stock covered by your Award.
|
3.
|
No fractional Deferred Stock Units or rights for fractional shares of Common Stock will be created pursuant to this Section 2. Any fraction of a share will be rounded down to the nearest whole share.
|
3.
|
Vesting
. The Deferred Stock Units will vest, as provided in the Vesting Schedule set forth in your Grant Notice and the Plan. Vesting will cease upon the termination of your Continuous Service.
|
4.
|
Date of Issuance
.
|
1.
|
Subject to the satisfaction of the withholding obligations set forth in Section 11 of this Agreement, in the event one or more Deferred Stock Units vests, the Company will issue to you, on the applicable vesting date, one share of Common Stock for each Deferred Stock Unit that vests and such issuance date is referred to as the “
Original Issuance Date
.” If the Original Issuance Date falls on a date that is not a business day, delivery will instead occur on the next following business day.
|
2.
|
However, the Company, in its sole discretion, may delay issuance of the shares of Common Stock to a date that falls after the Original Issuance Date in certain circumstances, such as if the Original Issuance Date does not occur during an “open window period” applicable to you in accordance with the Company’s then-effective policy on trading in Company securities or on such other date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market. Notwithstanding the foregoing, to the extent that you may be subject to the rules and regulations under the Code, the shares underlying your Award will be delivered no later than the date that is the 15th day of the third calendar month of the year following the year in which the vesting date occurs, or such other date necessary for the issuance of shares subject to your Award to be exempt from or comply with Section 409A of the Code.
|
5.
|
Payment by You
. This Award was granted in consideration of your services for the Company or one of its Affiliates. Subject to Section 11 below, except as otherwise provided in the Grant Notice, you will not be required to make any payment to the Company or the applicable Affiliate (other than your past and future services for the Company or the applicable Affiliate) with respect to your receipt of the Award, vesting of the Deferred Stock Units, or the delivery of the shares of Common Stock underlying the Deferred Stock Units.
|
6.
|
Securities Law Compliance
. You may not be issued any Common Stock under your Award unless the shares of Common Stock are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.
|
7.
|
Restrictive Legends.
The Common Stock issued under your Award will be endorsed with appropriate legends, if any, determined by the Company.
|
8.
|
Transfer Restrictions.
Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares in respect of your Award. For example, you may not use shares that may be issued in respect of your Deferred Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares in respect of your vested Deferred Stock Units. Your Award is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate
|
9.
|
Award not a Service Contract
.
|
1.
|
Your Continuous Service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement, the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan will: (i) confer upon you any right to continue in the employment or service of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.
|
2.
|
By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the vesting schedule provided in the Grant Notice is earned only by continuing as an employee, director or consultant at the will of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with your right or the Company’s right to terminate your Continuous Service at any time, with or without cause and with or without notice.
|
10.
|
Unsecured Obligation
. Your Award is unfunded, and even as to any Deferred Stock Units which vest, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Common Stock pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the Common Stock acquired pursuant to this Agreement until such Common Stock is issued to you pursuant to Section 4 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the Common Stock so issued. Nothing contained in this Agreement, and no action taken pursuant to its provisions,
|
11.
|
Withholding Obligations.
|
1.
|
On each vesting date, and on or before the time you receive a distribution of the shares underlying your Deferred Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “
Withholding Taxes
”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “
FINRA Dealer
”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Deferred Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with your Deferred Stock Units with a Fair Market Value (measured as of the date shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes;
provided, however
, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, such share withholding procedure shall be subject to the express prior approval of the Board or a duly authorized committee thereof.
|
2.
|
Unless the Withholding Taxes of the Company and/or any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock.
|
3.
|
In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
|
12.
|
Dividends.
You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.
|
13.
|
Other Documents
. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting officers, directors and other specified individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.
|
14.
|
Notices
. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request your consent to participate in the Plan by electronic means. Any notices provided for in this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices provided by mail, the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten (10) days’ advance written notice to each of the other parties hereto:
|
1.
|
Company:
Gran Tierra Energy Inc., Attn: President & CEO, 200, 150 – 13
th
Avenue S.W.
,
Calgary, Alberta. Canada T2R 0V2
|
2.
|
Participant:
Your address as on file with the Company at the time notice is given
|
15.
|
Headings.
The headings of the Sections in this Agreement are inserted for convenience only and will not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.
|
16.
|
Amendment.
This Agreement may be amended only by a writing executed by the Company and you which specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Company reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.
|
17.
|
Miscellaneous
.
|
1.
|
The rights and obligations of the Company under your Award will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.
|
2.
|
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.
|
3.
|
You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.
|
4.
|
This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
5.
|
All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
18.
|
Governing Plan Document
. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan will control;
provided, however
, that Section 4 of this Agreement will govern the timing of any distribution of Common Stock under your Award. In addition, your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company. The Company will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Board will be final and binding upon you, the Company, and all other interested persons. No member of the Board will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.
|
19.
|
Effect on Other Employee Benefit Plans.
The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.
|
20.
|
Severability
. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or
|
21.
|
No Obligation to Minimize Taxes.
The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.
|
22.
|
Resolution of Disputes.
Any dispute arising out of, relating to, or in connection with the Award, this Agreement, the Grant Notice and/or the Plan, including any question regarding existence, construction, validity, or termination shall be settled before a sole arbitrator in accordance with the Arbitration Rules of the American Arbitration Association in Calgary, Alberta, Canada. The proceedings shall be in the English language. The
resulting arbitral award shall be final and binding without right of appeal, and judgment upon such award may be entered in any court having jurisdiction thereof. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.
|
23.
|
Translation of Documents.
The Grant Notice, this Agreement and the Plan are written in the English language. If a Spanish language or Portuguese language translation has been provided to you, it has been provided only as a courtesy and such translation shall have no legal force or effect. Only the English language version of the Grant Notice, this Agreement and the Plan shall have legal force and effect and shall be referred to (including in the resolution of any disputes or controversies between the Parties) in interpreting the obligations of the Parties under the Grant Notice, this Agreement and the Plan.
|
•
|
Participant has been provided with and understands and agrees to, this Deferred Stock Unit Grant Notice, the Agreement, the Plan prospectus and the Plan. (The Plan prospectus and the Plan can be found in the “Gran Tierra Documents” folder located in the Participant’s “Personal Profile” tab, under “Miscellaneous Account Information”.)
|
•
|
Participant acknowledges and agrees that this Award and any other stock awards under the Plan are voluntary, occasional, awarded solely at the discretion of the Board, and do not create any contractual or other right to receive future Deferred stock units, stock awards or
|
•
|
Participant acknowledges and agrees that determinations with respect to any future stock awards, including but not limited to, the times when such stock awards are made, the number of shares of Common Stock and the performance and other conditions applied to the stock awards, will be at the sole discretion of the Board.
|
•
|
Participant acknowledges and agrees that as of the Date of Grant, this Deferred Stock Unit Grant Notice, the Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject, with the exception of: (i) awards previously granted and delivered to you under the Plan, and (ii) if applicable to Participant, (A) the terms of any written offer letter or employment agreement entered into between the Company and Participant that specifically provides for accelerated vesting of compensatory equity awards, (B) the terms of any applicable Company change of control severance plan, and (C) any required compensation recovery provisions under applicable laws or regulations.
|
•
|
Participant is responsible for properly reporting to the applicable government authorities all benefits received from the Award. The Participant shall remit to the applicable government authorities all amounts properly payable to such government authorities with respect to all benefits received from the Award. Participant should consult a tax advisor for more information regarding the rates and provisions that apply to Participant.
|
•
|
Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
|
Year Ended December 31,
|
||||||||||||||
|
2015
|
2014
|
2013
|
2012
|
2011
|
||||||||||
Fixed charges
|
|
|
|
|
|
||||||||||
Interest expense
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,604
|
|
||
Interest portion of rental expense
|
31
|
|
18
|
|
21
|
|
27
|
|
31
|
|
|||||
Total fixed charges
|
$
|
31
|
|
$
|
18
|
|
$
|
21
|
|
$
|
27
|
|
$
|
1,635
|
|
|
|
|
|
|
|
||||||||||
Earnings
|
$
|
(368,088
|
)
|
$
|
(17,134
|
)
|
$
|
309,284
|
|
$
|
196,349
|
|
$
|
266,875
|
|
Fixed charges per above
|
(31
|
)
|
(18
|
)
|
(21
|
)
|
(27
|
)
|
(1,635
|
)
|
|||||
|
$
|
(368,119
|
)
|
$
|
(17,152
|
)
|
$
|
309,263
|
|
$
|
196,322
|
|
$
|
265,240
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
(11,875
|
)
|
(953
|
)
|
14,727
|
|
7,271
|
|
162
|
|
|||||
Deficiency of earnings available to cover fixed charges
|
$
|
(368,150
|
)
|
$
|
(17,170
|
)
|
$
|
309,242
|
|
$
|
196,295
|
|
$
|
265,209
|
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
Gran Tierra Callco ULC
|
|
Alberta, Canada
|
Gran Tierra Exchangeco Inc.
|
|
Alberta, Canada
|
1203647 Alberta Inc.
|
|
Alberta, Canada
|
Gran Tierra Goldstrike Inc.
|
|
Alberta, Canada
|
Petrolifera Petroleum (Colombia) Limited
|
|
Cayman Islands
|
Petroleros Canadienses de Ecuador S.A.
|
|
Ecuador
|
Gran Tierra Energy Cayman Islands Inc.
|
|
Cayman Islands
|
Gran Tierra Energy Canada ULC
|
|
Alberta, Canada
|
Argosy Energy LLC
|
|
Delaware
|
Gran Tierra Energy Colombia, Ltd.
|
|
Utah (a limited partnership)
|
Solana Resources Limited
|
|
Alberta, Canada
|
Gran Tierra Energy International Holdings Ltd
|
|
Cayman Islands
|
Gran Tierra Energy International (Peru) Holdings B.V.
|
|
Curacao
|
Gran Tierra Energy Peru B.V.
|
|
Curacao
|
Gran Tierra Energy Peru S.R.L.
|
|
Peru
|
Petrolifera Petroleum Del Pedru S.R.L.
|
|
Peru
|
Gran Tierra Luxembourg Holdings S.a.r.l.
|
|
Luxembourg
|
Gran Tierra Finance (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
Gran Tierra Energy Brasil Ltda.
|
|
Brazil
|
Gran Tierra Brazco (Luxembourg) S.a.r.l.
|
|
Luxembourg
|
Petroamerica Oil Corp.
|
|
Alberta, Canada
|
Petroamerica (Barbados) Oil Corp.
|
|
Barbados
|
Petroamerica (Colombia) Oil Corp.
|
|
Barbados
|
Petroamerica International Inc.
|
|
Cayman Islands
|
Petroamerica Colombia Inc.
|
|
Cayman Islands
|
Petroamerica International (Colombia) Corp.
|
|
Barbados
|
Petroamerica Energy Corp.
|
|
Barbados
|
Suroco Energy Venezuela
|
|
Venezuela
|
Free Traders Inc.
|
|
Panama
|
Petroamerica P&G Corp.
|
|
Barbados
|
Vetra Petroamerica P&G Corp.
|
|
Barbados
|
Southeast Investment Corporation
|
|
Panama
|
Gran Tierra (PUT-7) Limited
|
|
Guernsey
|
|
Re:
|
Gran Tierra Registration Statement:
|
|
|
Form S-8 (Reg. Nos. 333-146815, 333-156994, 333-171122 and 333-183029)
|
|
|
Form S-3 (Reg. Nos. 333-140171, 333-153376, 333-156993 and 333-205801)
|
|
|
Filed with the United States Securities Exchange Commission
|
McDaniel
& Associates Consultants Ltd.
|
|
/s/ Paul Taylor
|
Paul Taylor C. Eng. MEI. P. Eng
|
Vice President
|
Date: February 26, 2016
|
/s/ Gary Guidry
|
|
By: Gary Guidry
|
|
President and Chief Executive Officer, Director
|
|
(Principal Executive Officer)
|
Date: February 26, 2016
|
/s/ Ryan Ellson
|
|
By: Ryan Ellson
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
/s/ Gary Guidry
|
By: Gary Guidry
|
President and Chief Executive Officer, Director
|
|
/s/ Ryan Ellson
|
By: Ryan Ellson
|
Chief Financial Officer
|
i.
|
We have prepared an independent estimate of the oil and gas reserves of Gran Tierra for the management and the board of directors of Gran Tierra. The primary purpose of our evaluation report was to provide estimates of reserves information in support of Gran Tierra’s year-end reserves reporting requirements under US Securities Regulation S-K and for other internal business and financial needs of Gran Tierra. We have also prepared independent estimates of the oil and gas reserves of PTA and PGC, which reserve estimates are to be included in Gran Tierra’s annual report on Form 10-K for the year ended December 31, 2015.
|
ii.
|
We estimated the reserves of Gran Tierra, PTA and PGC as at
December 31, 2015
. The completion date of our report is
February 5, 2016
.
|
iii.
|
McDaniel evaluated 100% of the reserves of each of Gran Tierra, PTA and PGC.
|
Category
|
|
Crude Oil
Mbbl
|
|
Natural Gas
MMcf
|
|
Oil Equivalent
MBOE (1)
|
|
Portion of Reserves Evaluated, %
|
|||
Proved
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
2,303
|
|
|
1,368
|
|
|
2,531
|
|
|
100
|
Colombia
|
|
28,513
|
|
|
1,346
|
|
|
28,737
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
2,420
|
|
|
1,437
|
|
|
2,659
|
|
|
100
|
Colombia
|
|
4,873
|
|
|
477
|
|
|
4,953
|
|
|
100
|
Total Proved
|
|
38,109
|
|
|
4,628
|
|
|
38,880
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|||
Probable
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
651
|
|
|
386
|
|
|
715
|
|
|
100
|
Colombia
|
|
7,354
|
|
|
514
|
|
|
7,440
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
1,952
|
|
|
1,159
|
|
|
2,145
|
|
|
100
|
Colombia
|
|
5,319
|
|
|
557
|
|
|
5,412
|
|
|
100
|
Total Probable
|
|
15,276
|
|
|
2,616
|
|
|
15,712
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|||
Possible
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
563
|
|
|
334
|
|
|
619
|
|
|
100
|
Colombia
|
|
6,044
|
|
|
530
|
|
|
6,132
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Brazil
|
|
1,688
|
|
|
1,002
|
|
|
1,855
|
|
|
100
|
Colombia
|
|
3,860
|
|
|
508
|
|
|
3,945
|
|
|
100
|
Total Possible
|
|
12,155
|
|
|
2,374
|
|
|
12,551
|
|
|
100
|
Category
|
|
Crude Oil
Mbbl
|
|
Natural Gas
MMcf
|
|
Oil Equivalent
MBOE (1)
|
|
Portion of Reserves Evaluated, %
|
|||
Proved
|
|
|
|
|
|
|
|
|
|||
Developed
|
|
|
|
|
|
|
|
|
|||
Colombia
|
|
1,242
|
|
|
412
|
|
|
1,311
|
|
|
100
|
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Colombia
|
|
2,151
|
|
|
—
|
|
|
2,151
|
|
|
100
|
Total Proved
|
|
3,393
|
|
|
412
|
|
|
3,462
|
|
|
100
|
Category
|
|
Crude Oil
Mbbl
|
|
Natural Gas
MMcf
|
|
Oil Equivalent
MBOE (1)
|
|
Portion of Reserves Evaluated, %
|
|||
Proved
|
|
|
|
|
|
|
|
|
|||
Undeveloped
|
|
|
|
|
|
|
|
|
|||
Colombia
|
|
485
|
|
|
—
|
|
|
485
|
|
|
100
|
Total Proved
|
|
485
|
|
|
—
|
|
|
485
|
|
|
100
|
iv.
|
As noted in item iii., our evaluation covered 100% of the reserves of each of Gran Tierra, PTA and PGC. The assumptions, methods and procedures followed in the evaluation reflect the standards set out in the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook") modified as necessary to conform to the standards under the U.S. Financial Accounting Standards Board policies (the “FASB Standards”) and. the U.S. Securities and Exchange Commission Regulations (“SEC requirements”).
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v.
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As required under SEC Regulation S-X, reserves are those quantities of oil and gas that are estimated to be economically producible under existing economic conditions. The primary economic assumptions relate to pricing, capital and operating costs, recoverable volumes and production forecasts.
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Light/Medium Oil (USD/bbl) - Brazil
|
|
$
|
40.57
|
|
Natural Gas (USD/Mcf) - Brazil
|
|
$
|
1.47
|
|
Oil and NGLs (USD/bbl) - Colombia
|
|
$
|
43.96
|
|
Natural Gas (USD/Mcf) - Colombia
|
|
$
|
3.55
|
|
Oil and NGLs (USD/bbl) - Colombia
|
|
$
|
40.56
|
|
Natural Gas (USD/Mcf) - Colombia
|
|
$
|
2.40
|
|
Oil and NGLs (USD/bbl) - Colombia
|
|
$
|
40.78
|
|
vi..
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Our report has been prepared assuming the continuation of existing regulatory and fiscal conditions subject to the guidance in the COGE Handbook and SEC regulations. Notwithstanding that Gran Tierra currently has regulatory approval to produce the reserves identified in our report, there is no assurance that changes in regulation will not occur; such changes, which cannot reliably be predicted, could impact Gran Tierra's ability to recover the estimated reserves.
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vii.
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Oil and gas reserves estimates have an inherent degree of associated uncertainty the extent of which is affected by many factors. Reserves estimates will vary due to the limited and imprecise nature of data upon which the estimates of reserves are predicated. Moreover, the methods and data used in estimating reserves are often necessarily indirect or analogical in character rather than direct or deductive. Furthermore, the persons involved in the preparation of reserves estimates and associated information are required, in applying geosciences, petroleum engineering and evaluation principles, to make numerous unbiased judgments based upon their educational background, professional training, and professional experience. The extent and significance of the judgments to be made are, in themselves, sufficient to render reserves estimates inherently imprecise. Reserves estimates may change substantially as additional data becomes available and as economic conditions impacting oil and gas prices and costs change. Reserves estimates will also change over time due to other factors such as knowledge and technology, fiscal and economic conditions, contractual, statutory and regulatory provisions.
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viii.
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In our opinion, the reserves information evaluated by us have, in all material respects, been determined in accordance with all appropriate data, assumptions, methods and procedures applicable for the filing of reserves information under U.S. SEC Regulation S-K. All methods and procedures we considered necessary under the circumstances to prepare the report were used.
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ix.
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A summary of Gran Tierra's, PTA's and PGC's reserves evaluated by us is provided in item iii.
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/s/ Paul Taylor
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Paul Taylor C. Eng. MEI. P. Eng
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Vice President
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