GEOPARK LTD filed this 20-F on Mar 31, 2022
GEOPARK LTD - 20-F - 20220331 - FINANCIAL_DATA

ITEM 8.  FINANCIAL INFORMATION

A.    Consolidated statements and other financial information

Financial statements

See “Item 18. Financial Statements,” which contains our audited financial statements prepared in accordance with IFRS.

Legal proceedings

From time to time, we may be subject to various lawsuits, claims and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety and health matters. For example, from time to time, we receive notice of environmental, health and safety violations. It is not presently possible to determine whether any such matters will have a material adverse effect on our consolidated financial position and results of operations.

In Brazil, GeoPark Brazil is a party to a class action filed by the Federal Prosecutor’s Office regarding a concession agreement of exploratory Block PN-T-597, which the ANP initially awarded GeoPark Brazil in the 12th oil and gas bidding round held in November 2013. The Brazilian Federal Court issued an injunction against the ANP and GeoPark Brazil in December 2013 that prohibited GeoPark Brazil’s execution of the concession agreement until the ANP conducted studies on whether drilling for unconventional resources would contaminate the dams and aquifers in the region. On July 17, 2015, GeoPark Brazil, at the instruction of the ANP, signed the concession agreement, which included a clause prohibiting GeoPark Brazil from conducting unconventional exploration activity in the area. Despite the clause containing the prohibition, the judge in the case concluded that the concession agreement should not be executed. Thus, GeoPark Brazil requested that the ANP comply with the decision and annul the concession agreement, which the ANP´s Board did on October 9, 2015. The annulment reverted the status of all parties to the status quo ante, which maintains GeoPark Brazil’s right to the block.

On January 8, 2020, Amerisur announced that it had received a copy of a claim form issued in the High Court of England and Wales (the “Court”) by Leigh Day solicitors on behalf of a group of claimants (the “Claimants”) described as members of a farming community in the department of Putumayo in Colombia. The claim states that the Claimants seek compensation for economic and non-economic damages said to be caused by alleged environmental contamination and pollution caused by Amerisur’s operations in Colombia. Amerisur stated that the accusations of environmental damage referenced in the claim are being investigated by Colombian authorities and to-date have been deemed to be without merit. Amerisur further stated that it viewed the substance of the claim to be without merit. Following court hearings held in January and February 2020, an interim freezing order was imposed on Amerisur in respect to GBP 4.5 million (equivalent to US$6.0 million as of December 31, 2021) of its assets located in the United Kingdom. On November 10, 2020, the freezing order was discharged by agreement between the parties as Amerisur provided alternative security in the form of a Letter of Credit from a UK bank. On January 12, 2021 a hearing was held, where the court ordered the claimants to serve the Group Particulars of Claim (GPoC) by February 26, 2021. Amerisur presented its defence to the GPoC on May 21, 2021. A case management conference was held on July 7, 2021, where the court ordered: i) to schedule a limited trial, relating to 2 preliminary Colombian law issues, namely, limitation of parent company liability; and ii) to schedule a costs management conference. The costs management conference was held on October 26, 2021. The court ruled that: i) Amerisur’s costs of the general pollution claims are enforceable against the claimants only after the conclusion of the proceedings and those costs have been either assessed or agreed; and, ii) Amerisur’s application for an interim payment in respect of those costs and for security for costs were dismissed. As of the date of this annual report, these proceedings are ongoing.

Dividends and dividend policy

Holders of common shares will be entitled to receive dividends, if any, paid on the common shares.

On November 6, 2019, our Board of Directors declared the initiation of a quarterly cash dividend of US$0.0413 per share. The first one was paid on December 10, 2019 and the second one was paid on April 8, 2020. On February 10, 2020,

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our Board of Directors declared a special stock distribution of 0.004 shares per share, which was paid on March 11, 2020, to the shareholders of record at the close of business on February 25, 2020. After that, on April 20, 2020, we declared the temporary suspension of quarterly cash dividends and share buybacks as part of our revised work program for 2020 to help address the decline in oil prices.

On November 4, 2020, we declared an extraordinary cash dividend and a quarterly cash dividend of $0.0206 per share each one, paid on December 9, 2020, to our shareholders of record at the close of business on November 20, 2020.  

On March 10, 2021, and May 5, 2021, our Board of Directors declared quarterly cash dividend of US$0.0205 per share payable on April 13, 2021, and May 28, 2021, to our shareholders of record at the close of business on March 31, 2021, and May 17, 2021, respectively.

On August 4, 2021, and November 10, 2021, our Board of Directors declared quarterly cash dividend of US$0.041 per share payable on August 31, 2021, and December 7, 2021, to our shareholders of record at the close of business on August 17, 2021, and November 23, 2021, respectively. Because we are a holding company with no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. The terms of our indebtedness may restrict us from paying dividends. We have recorded accumulated losses amounting to US$314.8 million as of December 31, 2021, which further limits our ability to pay dividends in the foreseeable future.

Under the Companies Act 1981, as amended of Bermuda (the “Bermuda Companies Act”), we may not declare or pay a dividend if there are reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due or that the realizable value of our assets would thereafter be less than our liabilities. Under our bye-laws, each common share is entitled to dividends if, as and when dividends are declared by our board of directors, subject to any preferred dividend right of the holders of any preference shares, if any.

Additionally, any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors and our shareholders, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors. See “Item 3. Key Information—D. Risk factors—Risks related to our common shares—Any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors” and “—We are a holding company and our only material assets are our equity interests in our operating subsidiaries and our other investments; as a result, our principal source of revenue and cash flow is distributions from our subsidiaries; our subsidiaries may be limited by law and by contract in making distributions to us,” as well as “Item 10. Additional Information—B. Memorandum of association and bye-laws.”

B.    Significant changes

A discussion of the significant changes in our business can be found under “Item 4. Information on the Company—B. Business Overview.”

ITEM 9.  THE OFFER AND LISTING

A.    Offering and listing details

Not applicable.

B.    Plan of distribution

Not applicable.

C.    Markets

Our common shares have been listed on the NYSE under the symbol “GPRK” since February 7, 2014.

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