Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the "Financial Statements" as set out in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Financial Statements and Supplementary Data" included in Part II, Items 7 and 8, respectively, of our 2025 Annual Report on Form 10-K. Please see the cautionary language at the beginning of this Quarterly Report on Form 10-Q regarding the identification of and risks relating to forward-looking statements and the risk factors described in Part II, Item 1A "Risk Factors" of this Quarterly Report on Form 10-Q, as well as Part I, Item 1A "Risk Factors" in our 2025 Annual Report on Form 10-K.
Financial and Operational Highlights
Key Highlights for the third quarter of 2026
•Net loss for the third quarter of 2026 was $42.4 million or $(1.20) per share basic and diluted, compared to a net loss of $20.0 million or $(0.57) per share basic and diluted for the third quarter of 2025 and net income of $24.9 million or $0.70 per share basic and diluted for the prior quarter.
•Loss before income taxes for the third quarter of 2026 was $68.0 million, compared to loss before income taxes of $31.2 million for the third quarter of 2025 and income before income taxes of $45.3 million for the prior quarter
•Brent oil price averaged $91.29 per bbl during the quarter, an increase of 34% from the comparative period of 2025, and a decrease of 6% from the prior quarter. Castilla, Vasconia and Oriente differentials averaged $13.73, $6.68 and $10.32 per bbl during the quarter, an increase of 181%, 255% and 43%, respectively, from the comparable period of 2025. Castilla, Vasconia and Oriente differentials increased by 41%, 370% and 413% from the prior quarter, respectively
•Adjusted EBITDA(2) was $68.1 million for the third quarter of 2026, a decrease from $69.0 million in the third quarter of 2025, and $85.1 million in the prior quarter
•Funds flow from operations(2) decreased to $31.6 million compared to $41.7 million in the third quarter of 2025, and $60.3 million in the prior quarter
•NAR production for the third quarter of 2026 decreased by 13% to 31,390 BOEPD, compared to 35,962 BOEPD in the third quarter of 2025, primarily due to lower production in Colombia, higher in-kind royalties Ecuador driven by higher oil prices and asset sales in Canada and decreased by 2% from 31,990 BOEPD in the prior quarter primarily due to sale of the Lodgepole area in Canada and lower production in Colombia, partially offset by lower in-kind royalties in Ecuador
•NAR sales volumes for the third quarter of 2026 decreased by 12% to 32,724 BOEPD, compared to 37,353 BOEPD in the third quarter of 2025 and increased by 2% from 32,166 BOEPD in the prior quarter
•Oil, natural gas and NGL sales for the third quarter of 2026 increased by 13% to $168.3 million, compared to the third quarter of 2025, due to increase in benchmark oil prices, partially offset by lower sales volumes in Colombia and Canada and higher quality and transportation discounts in Colombia associated with using alternative transportation routes for Putumayo production as the Colombia and Ecuador border remained closed. Oil, natural gas and NGL sales decreased by 10% from $187.2 million in the prior quarter due to lower benchmark oil prices, higher quality and transportation discounts in Colombia and a shift from premium to a discount in Ecuador, partially offset by higher sales volumes
•Operating expenses for the third quarter of 2026 decreased by 6% to $64.2 million when compared to the third quarter of 2025 primarily due to lower workover activities, reduced field personnel costs and lower equipment maintenance. Operating expenses increased by 24% from $51.6 million in the prior quarter due to higher workover activities and higher lifting costs associated with inventory fluctuations resulting from sale of inventory accumulated at the end of prior quarter
•On a per boe basis, operating expenses increased by $1.48 to $21.32 when compared to the third quarter of 2025 due to lower sales volumes and increased by $3.71 from $17.61 in the prior quarter due to higher workover activities and higher lifting costs associated with inventory fluctuations resulting from sale of inventory accumulated at the end of prior quarter
•Transportation expenses increased by 29% when compared to the third quarter of 2025 and increased by 42% from the prior quarter primarily due to higher volumes transported via pipeline which had higher costs per boe
•Gross profit increased to $40.9 million compared to $14.9 million in the third quarter of 2025 and decreased from $75.5 million in the prior quarter
•Operating netback(2) was $98.6 million compared to $76.8 million in the third quarter of 2025 and $131.7 million in the prior quarter
•Quality and transportation discounts per boe in South America were $18.09, an increase from $10.76 in the third quarter of 2025. Quality and transportation discounts in Colombia were affected by using an alternative transportation route for Putumayo production as the Colombia and Ecuador border remained closed, which was significantly more expensive and resulted in additional discounts of approximately $3.7 million for the current quarter. Quality and transportation discounts in South America increased from $10.47 per boe in the prior quarter primarily as a result of higher differentials
•Quality and transportation discounts for oil per boe in Canada for the third quarter of 2026 decreased to $6.11 compared to $6.38 in the third quarter of 2025 and increased from $2.24 in the prior quarter due to higher pipeline tariffs in the current quarter resulting from a change in product mix associated with asset sales
•General and administrative ("G&A") expenses before stock-based compensation for the third quarter of 2026 decreased to $11.8 million compared to $13.2 million in the third quarter of 2025 and $13.2 million in the prior quarter due to lower consulting and legal expenses, lower costs associated with project optimization and lower salaries associated with headcount optimization when compared to the prior quarter
•Capital expenditures for the third quarter of 2026 were $30.7 million compared to $57.3 million in the third quarter of 2025 and $54.3 million in the prior quarter
•During the three months ended September 30, 2026, we entered into a definitive share sale agreement to sell our Colombia and Ecuador oil business for a total approximate consideration of $1.33 billion, subject to adjustment, including the assumption of our 2029 and 2031 Senior Notes and the Prepayment Agreement facility, with expected net cash proceeds of approximately $315.0 million. Subsequent to September 30, 2026, we obtained shareholders' approval for the sale, and closing remains subject to remaining consents, regulatory approvals and other customary conditions
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(Thousands of U.S. Dollars, unless otherwise indicated)
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Three Months Ended September 30,
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Three Months Ended June 30,
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Nine Months Ended September 30,
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2026
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2025
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% Change
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2026
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2026
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2025
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% Change
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Average Daily Volumes (BOEPD)
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Consolidated
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Working Interest ("WI") Production Before Royalties
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39,904
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42,685
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(7)
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41,501
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42,280
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45,495
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(7)
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Royalties
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(8,514)
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(6,723)
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27
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(9,511)
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(8,596)
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(7,396)
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16
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Production NAR
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31,390
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35,962
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(13)
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31,990
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33,684
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38,099
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(12)
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Decrease in Inventory
|
1,334
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|
1,391
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(4)
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|
176
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1,341
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132
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|
916
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Sales(1)
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32,724
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37,353
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(12)
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32,166
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35,025
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38,231
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(8)
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Net (Loss) Income
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$
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(42,415)
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$
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(19,950)
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(113)
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$
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24,861
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$
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(136,726)
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$
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(51,971)
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(163)
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Operating Netback
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Gross Profit
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$
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40,872
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$
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14,879
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175
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$
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75,460
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$
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153,029
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$
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66,293
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|
131
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Depletion and Accretion
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57,706
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61,908
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(7)
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56,253
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177,867
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196,286
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(9)
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Operating Netback(2)
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$
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98,578
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$
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76,787
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28
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$
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131,713
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$
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330,896
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$
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262,579
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26
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G&A Expenses before Stock-Based Compensation
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$
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11,814
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$
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13,246
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(11)
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$
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13,219
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$
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40,182
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$
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39,306
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2
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G&A Stock-Based Compensation Expense (Recovery)
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30,465
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143
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21,204
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(3,757)
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46,384
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172
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26,867
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G&A Expenses, including Stock-Based Compensation
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$
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42,279
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$
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13,389
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216
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$
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9,462
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$
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86,566
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$
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39,478
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|
119
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Adjusted EBITDA(2)
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$
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68,096
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$
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69,034
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(1)
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$
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85,071
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$
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227,102
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$
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231,183
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(2)
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Funds Flow from Operations(2)
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$
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31,640
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$
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41,685
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(24)
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$
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60,289
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$
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134,752
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$
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150,935
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(11)
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Capital Expenditures (before changes in working capital)
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$
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30,660
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$
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57,340
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(47)
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$
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54,309
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$
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130,328
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$
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203,237
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(36)
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(1) Sales volumes represent production NAR adjusted for inventory changes.
(2) Non-GAAP measures.
Gross profit is derived from oil, gas and NGL sales, less operating and transportation expenses, and depletion and accretion related to producing assets. Gross profit does not include depreciation of administrative assets, asset impairment, general and administrative expenses, interest, taxes or other non-operating items.
Operating netback, EBITDA, adjusted EBITDA, and funds flow from operations are non-GAAP measures which do not have any standardized meaning prescribed under GAAP. Management views these measures as financial performance measures. Investors are cautioned that these measures should not be construed as alternatives to oil sales, net income (loss) or other measures of financial performance as determined in accordance with GAAP. Our method of calculating these measures may differ from other companies and, accordingly, may not be comparable to similar measures used by other companies. Disclosure of each non-GAAP financial measure is preceded by the corresponding GAAP measure so as not to imply that more emphasis should be placed on the non-GAAP measure.
Operating netback, as presented, is defined as gross profit adjusted for depletion and accretion related to producing assets. Management believes that operating netback is a useful supplemental measure for management and investors to analyze financial performance and provides an indication of the results generated by our principal business activities prior to the consideration of other income and expenses. A reconciliation from gross profit to operating netback is provided in the table below.
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Colombia
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Three Months Ended September 30,
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Three Months Ended June 30,
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Nine Months Ended September 30,
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(Thousands of U.S. Dollars)
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2026
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2025
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2026
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2026
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2025
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Gross Profit
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$
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19,711
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$
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10,446
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$
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44,585
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$
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88,673
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$
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57,275
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Adjustments to reconcile gross profit to operating netback
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Depletion and accretion (*)
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38,356
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44,041
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38,072
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|
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117,061
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136,936
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Operating netback (non-GAAP)
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$
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58,067
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$
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54,487
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$
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82,657
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$
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205,734
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$
|
194,211
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(*) Calculated as DD&A expenses for the three months ended September 30, 2026 and 2025 of $44.7 million and $47.0 million less depreciation of administrative assets of $6.3 million and $3.0 million, respectively. For the nine months ended September 30, 2026 and 2025, DD&A expenses of $134.5 million and $146.1 million, less depreciation of administrative assets of $17.5 million and $9.2 million, respectively. For the prior quarter, calculated as DD&A expenses of $43.5 million, less depreciation of administrative assets of $5.4 million.
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Ecuador
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Three Months Ended September 30,
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Three Months Ended June 30,
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Nine Months Ended September 30,
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(Thousands of U.S. Dollars)
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2026
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2025
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|
2026
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2026
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2025
|
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Gross Profit
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$
|
13,710
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$
|
859
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|
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$
|
24,811
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|
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$
|
44,899
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|
$
|
1,801
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|
|
Adjustments to reconcile gross profit to operating netback
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|
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|
|
|
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Depletion and accretion (*)
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14,104
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|
9,519
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|
|
9,775
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|
|
39,740
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|
24,366
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|
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Operating netback (non-GAAP)
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$
|
27,814
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|
$
|
10,378
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|
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$
|
34,586
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|
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$
|
84,639
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|
$
|
26,167
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(*) Calculated as DD&A expenses for the three months ended September 30, 2026 and 2025 of $14.3 million and $9.5 million less depreciation of administrative assets of $0.2 million and nil, respectively. For the nine months ended September 30, 2026 and 2025, DD&A expenses of $40.6 million and $24.4 million less depreciation of administrative assets of $0.9 million and nil, respectively. For the prior quarter, calculated as DD&A expenses of $10.3 million, less depreciation of administrative assets of $0.6 million.
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Canada
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Three Months Ended September 30,
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Three Months Ended June 30,
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Nine Months Ended September 30,
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(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Gross Profit
|
$
|
7,451
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|
$
|
3,574
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|
|
$
|
6,064
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|
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$
|
19,457
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|
$
|
7,217
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|
|
Adjustments to reconcile gross profit to operating netback
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|
|
|
|
|
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|
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Depletion and accretion (*)
|
5,246
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|
8,348
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|
|
8,406
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|
|
21,066
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|
34,984
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|
|
Operating netback (non-GAAP)
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$
|
12,697
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|
$
|
11,922
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|
|
$
|
14,470
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|
|
$
|
40,523
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|
$
|
42,201
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|
(*) Same as DD&A expenses for the three months ended September 30, 2026 and 2025, nine months ended September 30, 2026 and 2025, and the prior quarter (the depreciation of administrative assets had a de minimis amount for all reported periods).
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Total Company
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Three Months Ended September 30,
|
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Three Months Ended June 30,
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Nine Months Ended September 30,
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(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Gross Profit
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$
|
40,872
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|
$
|
14,879
|
|
|
$
|
75,460
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|
|
$
|
153,029
|
|
$
|
66,293
|
|
|
Adjustments to reconcile gross profit to operating netback
|
|
|
|
|
|
|
|
|
Depletion and accretion (*)
|
57,706
|
|
61,908
|
|
|
56,253
|
|
|
177,867
|
|
196,286
|
|
|
Operating netback (non-GAAP)
|
$
|
98,578
|
|
$
|
76,787
|
|
|
$
|
131,713
|
|
|
$
|
330,896
|
|
$
|
262,579
|
|
(*) Calculated as DD&A expenses for the three months ended September 30, 2026 and 2025 of $64.4 million and $65.0 million less depreciation of administrative assets of $6.7 million and $3.1 million, respectively. For the nine months ended September 30, 2026 and 2025, DD&A expenses of $196.6 million and $205.8 million less depreciation of administrative assets of $18.7 million and $9.5 million, respectively. For the prior quarter, calculated as DD&A expenses of $62.3 million, less depreciation of administrative assets of $6.1 million.
EBITDA, as presented, is defined as net income or loss adjusted for depletion, depreciation and accretion ("DD&A") expenses, interest expense, and income tax expense or recovery. Adjusted EBITDA, as presented, is defined as EBITDA adjusted for severance, transaction costs, non-cash lease expense, lease payments, foreign exchange gains or losses, stock-based compensation expense or recovery, other non-cash gains or losses and unrealized derivative instruments gains or losses. Management uses this supplemental measure to analyze performance and income generated by our principal business activities prior to the consideration of how non-cash items affect that income and believes that this financial measure is useful supplemental information for investors to analyze our performance and financial results. A reconciliation from net (loss) income to EBITDA and adjusted EBITDA is as follows:
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|
|
|
|
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|
|
Three Months Ended September 30,
|
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Three Months Ended June 30,
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Nine Months Ended September 30,
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(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Net (loss) income
|
$
|
(42,415)
|
|
$
|
(19,950)
|
|
|
$
|
24,861
|
|
|
$
|
(136,726)
|
|
$
|
(51,971)
|
|
|
Adjustments to reconcile net (loss) income to EBITDA and Adjusted EBITDA
|
|
|
|
|
|
|
|
|
DD&A expenses
|
64,391
|
|
64,981
|
|
|
62,334
|
|
|
196,599
|
|
205,818
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|
|
Interest expense
|
23,878
|
|
25,447
|
|
|
24,473
|
|
|
98,229
|
|
73,048
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|
|
Income tax (recovery) expense
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(25,575)
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|
(11,276)
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|
|
20,488
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|
|
(31,682)
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|
(3,075)
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|
|
EBITDA (non-GAAP)
|
$
|
20,279
|
|
$
|
59,202
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|
|
$
|
132,156
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|
|
$
|
126,420
|
|
$
|
223,820
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Severance
|
-
|
|
-
|
|
|
95
|
|
|
2,563
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|
-
|
|
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Transaction costs
|
4,887
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|
-
|
|
|
-
|
|
|
4,887
|
|
-
|
|
|
Non-cash lease expense
|
1,452
|
|
1,187
|
|
|
1,503
|
|
|
4,423
|
|
4,648
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|
|
Lease payments
|
(1,565)
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|
(1,574)
|
|
|
(1,633)
|
|
|
(4,885)
|
|
(4,686)
|
|
|
Foreign exchange loss
|
2,252
|
|
284
|
|
|
2,603
|
|
|
6,280
|
|
7,838
|
|
|
Stock-based compensation expense (recovery)
|
30,465
|
|
143
|
|
|
(3,757)
|
|
|
46,384
|
|
172
|
|
|
Other non-cash (gain) loss
|
(697)
|
|
265
|
|
|
-
|
|
|
(1,425)
|
|
355
|
|
|
Unrealized derivative instruments loss (gain)
|
11,023
|
|
9,527
|
|
|
(45,896)
|
|
|
42,455
|
|
(964)
|
|
|
Adjusted EBITDA (non-GAAP)
|
$
|
68,096
|
|
$
|
69,034
|
|
|
$
|
85,071
|
|
|
$
|
227,102
|
|
$
|
231,183
|
|
Funds flow from operations, as presented, is defined as net income or loss adjusted for DD&A expenses, deferred income tax expense or recovery, stock-based compensation expense or recovery, amortization of debt issuance costs, Senior Notes exchange fees, non-cash interest, non-cash lease expense, lease payments, unrealized foreign exchange gain or loss, unrealized derivative instruments gains or losses and other non-cash gains or losses. Management uses this financial measure to analyze performance and income generated by our principal business activities prior to the consideration of how non-cash items affect that income and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results. A reconciliation from net (loss) income to funds flow from operations is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Net (loss) income
|
$
|
(42,415)
|
$
|
(19,950)
|
|
$
|
24,861
|
|
$
|
(136,726)
|
|
$
|
(51,971)
|
|
|
Adjustments to reconcile net (loss) income to funds flow from operations
|
|
|
|
|
|
|
|
|
DD&A expenses
|
64,391
|
64,981
|
|
62,334
|
|
196,599
|
|
205,818
|
|
|
Deferred income tax (recovery) expense
|
(30,086)
|
(15,298)
|
|
11,373
|
|
(51,158)
|
|
(17,557)
|
|
|
Stock-based compensation expense (recovery)
|
30,465
|
143
|
|
(3,757)
|
|
46,384
|
|
172
|
|
|
Amortization of debt issuance costs
|
1,734
|
4,269
|
|
1,722
|
|
14,749
|
|
12,184
|
|
|
Senior Notes exchange fees
|
(179)
|
-
|
|
785
|
|
13,509
|
|
-
|
|
|
Non-cash interest
|
5,944
|
-
|
|
6,134
|
|
16,591
|
|
-
|
|
|
Non-cash lease expense
|
1,452
|
1,187
|
|
1,503
|
|
4,423
|
|
4,648
|
|
|
Lease payments
|
(1,565)
|
(1,574)
|
|
(1,633)
|
|
(4,885)
|
|
(4,686)
|
|
|
Unrealized foreign exchange (gain) loss
|
(8,427)
|
(1,865)
|
|
2,863
|
|
(5,764)
|
|
2,936
|
|
|
Unrealized derivative instruments loss (gain)
|
11,023
|
9,527
|
|
(45,896)
|
|
42,455
|
|
(964)
|
|
|
Other non-cash (gain) loss
|
(697)
|
265
|
|
-
|
|
(1,425)
|
|
355
|
|
|
Funds flow from operations (non-GAAP)
|
$
|
31,640
|
$
|
41,685
|
|
$
|
60,289
|
|
$
|
134,752
|
|
$
|
150,935
|
|
Additional Operational Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
% Change
|
|
2026
|
|
2026
|
2025
|
% Change
|
|
Oil, natural gas and NGL sales
|
$
|
168,306
|
|
$
|
149,254
|
|
13
|
|
|
$
|
187,181
|
|
|
$
|
527,544
|
|
$
|
466,784
|
|
13
|
|
|
Operating expenses
|
64,186
|
|
68,170
|
|
(6)
|
|
|
51,561
|
|
|
181,896
|
|
190,863
|
|
(5)
|
|
|
Transportation expenses
|
5,542
|
|
4,297
|
|
29
|
|
|
3,907
|
|
|
14,752
|
|
13,342
|
|
11
|
|
|
Operating netback(1)
|
98,578
|
|
76,787
|
|
28
|
|
|
131,713
|
|
|
330,896
|
|
262,579
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxes
|
1,031
|
|
3,046
|
|
(66)
|
|
|
1,389
|
|
|
3,461
|
|
4,105
|
|
(16)
|
|
|
DD&A expenses
|
64,391
|
|
64,981
|
|
(1)
|
|
|
62,334
|
|
|
196,599
|
|
205,818
|
|
(4)
|
|
|
Derivative instruments loss (gain)
|
29,228
|
|
2,066
|
|
1,315
|
|
|
(11,864)
|
|
|
105,774
|
|
(10,499)
|
|
1,107
|
|
|
G&A expenses before stock-based compensation
|
11,814
|
|
13,246
|
|
(11)
|
|
|
13,219
|
|
|
40,182
|
|
39,306
|
|
2
|
|
|
G&A stock-based compensation expense (recovery)
|
30,465
|
|
143
|
|
21,204
|
|
|
(3,757)
|
|
|
46,384
|
|
172
|
|
26,867
|
|
|
Severance
|
-
|
|
-
|
|
-
|
|
|
95
|
|
|
2,563
|
|
-
|
|
100
|
|
|
Transaction costs
|
4,887
|
|
-
|
|
100
|
|
|
-
|
|
|
4,887
|
|
-
|
|
100
|
|
|
Foreign exchange loss
|
2,252
|
|
284
|
|
693
|
|
|
2,603
|
|
|
6,280
|
|
7,838
|
|
(20)
|
|
|
Interest expense
|
23,878
|
|
25,447
|
|
(6)
|
|
|
24,473
|
|
|
98,229
|
|
73,048
|
|
34
|
|
|
|
167,946
|
|
109,213
|
|
54
|
|
|
88,492
|
|
|
504,359
|
|
319,788
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
840
|
|
1,003
|
|
(16)
|
|
|
1,625
|
|
|
3,613
|
|
1,290
|
|
180
|
|
|
Interest income
|
538
|
|
197
|
|
173
|
|
|
503
|
|
|
1,442
|
|
873
|
|
65
|
|
|
(Loss) income before income taxes
|
(67,990)
|
|
(31,226)
|
|
(118)
|
|
|
45,349
|
|
|
(168,408)
|
|
(55,046)
|
|
(206)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax expense
|
4,511
|
|
4,022
|
|
12
|
|
|
9,115
|
|
|
19,476
|
|
14,482
|
|
34
|
|
|
Deferred income tax (recovery) expense
|
(30,086)
|
|
(15,298)
|
|
(97)
|
|
|
11,373
|
|
|
(51,158)
|
|
(17,557)
|
|
(191)
|
|
|
Total income tax (recovery) expense
|
(25,575)
|
|
(11,276)
|
|
(127)
|
|
|
20,488
|
|
|
(31,682)
|
|
(3,075)
|
|
(930)
|
|
|
Net (loss) income
|
$
|
(42,415)
|
|
$
|
(19,950)
|
|
(113)
|
|
|
$
|
24,861
|
|
|
$
|
(136,726)
|
|
$
|
(51,971)
|
|
(163)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales Volumes (NAR)
|
|
|
|
|
|
|
|
|
|
|
Total sales volumes, BOEPD
|
32,724
|
|
37,353
|
|
(12)
|
|
|
32,166
|
|
|
35,025
|
|
38,231
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent Price per bbl
|
$
|
91.29
|
|
$
|
68.17
|
|
34
|
|
|
$
|
96.68
|
|
|
$
|
88.86
|
|
$
|
69.91
|
|
27
|
|
|
Castilla Differential per bbl
|
$
|
13.73
|
|
$
|
4.88
|
|
181
|
|
|
$
|
9.71
|
|
|
$
|
11.07
|
|
$
|
4.98
|
|
122
|
|
|
Vasconia Differential per bbl
|
$
|
6.68
|
|
$
|
1.88
|
|
255
|
|
|
$
|
1.42
|
|
|
$
|
4.69
|
|
$
|
1.95
|
|
141
|
|
|
Oriente Differential per bbl
|
$
|
10.32
|
|
$
|
7.20
|
|
43
|
|
|
$
|
2.01
|
|
|
$
|
6.86
|
|
$
|
7.37
|
|
(7)
|
|
|
WTI Price per bbl
|
$
|
85.68
|
|
$
|
65.07
|
|
32
|
|
|
$
|
92.70
|
|
|
$
|
83.76
|
|
$
|
66.74
|
|
26
|
|
|
AECO Price C$ per GJ
|
1.48
|
|
0.60
|
|
147
|
|
|
1.55
|
|
|
1.65
|
|
1.42
|
|
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Results of Operations per boe Sales Volumes NAR
|
|
|
|
|
|
|
|
|
|
|
Oil, natural gas and NGL sales
|
$
|
55.90
|
|
$
|
43.43
|
|
29
|
|
|
$
|
63.95
|
|
|
$
|
55.17
|
|
$
|
44.72
|
|
23
|
|
|
Operating expenses
|
21.32
|
|
19.84
|
|
7
|
|
|
17.61
|
|
|
19.02
|
|
18.29
|
|
4
|
|
|
Transportation expenses
|
1.84
|
|
1.25
|
|
47
|
|
|
1.33
|
|
|
1.54
|
|
1.28
|
|
20
|
|
|
Operating netback(1)
|
32.74
|
|
22.34
|
|
47
|
|
|
45.01
|
|
|
34.61
|
|
25.15
|
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other taxes
|
0.34
|
|
0.89
|
|
(62)
|
|
|
0.47
|
|
|
0.36
|
|
0.39
|
|
(8)
|
|
|
DD&A expenses
|
21.39
|
|
18.91
|
|
13
|
|
|
21.29
|
|
|
20.56
|
|
19.72
|
|
4
|
|
|
Derivative instruments loss (gain)
|
9.71
|
|
0.60
|
|
1,518
|
|
|
(4.05)
|
|
|
11.06
|
|
(1.01)
|
|
1,195
|
|
|
G&A expenses before stock-based compensation
|
3.92
|
|
3.85
|
|
2
|
|
|
4.52
|
|
|
4.20
|
|
3.77
|
|
11
|
|
|
G&A stock-based compensation expense (recovery)
|
10.12
|
|
0.04
|
|
25,200
|
|
|
(1.28)
|
|
|
4.85
|
|
0.02
|
|
24,150
|
|
|
Severance
|
-
|
|
-
|
|
-
|
|
|
0.03
|
|
|
0.27
|
|
-
|
|
100
|
|
|
Transaction costs
|
1.62
|
|
-
|
|
100
|
|
|
-
|
|
|
0.51
|
|
-
|
|
100
|
|
|
Foreign exchange loss
|
0.75
|
|
0.08
|
|
838
|
|
|
0.89
|
|
|
0.66
|
|
0.75
|
|
(12)
|
|
|
Interest expense
|
7.93
|
|
7.40
|
|
7
|
|
|
8.36
|
|
|
10.27
|
|
7.00
|
|
47
|
|
|
|
55.78
|
|
31.77
|
|
76
|
|
|
30.23
|
|
|
52.75
|
|
30.64
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
0.28
|
|
0.29
|
|
(3)
|
|
|
0.56
|
|
|
0.38
|
|
0.12
|
|
217
|
|
|
Interest income
|
0.18
|
|
0.06
|
|
200
|
|
|
0.17
|
|
|
0.15
|
|
0.08
|
|
88
|
|
|
(Loss) income before income taxes
|
(22.58)
|
|
(9.08)
|
|
(149)
|
|
|
15.51
|
|
|
(17.61)
|
|
(5.29)
|
|
(233)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current income tax expense
|
1.50
|
|
1.17
|
|
28
|
|
|
3.11
|
|
|
2.04
|
|
1.39
|
|
47
|
|
|
Deferred income tax (recovery) expense
|
(9.99)
|
|
(4.45)
|
|
(124)
|
|
|
3.89
|
|
|
(5.35)
|
|
(1.68)
|
|
(218)
|
|
|
Total income tax (recovery) expense
|
(8.49)
|
|
(3.28)
|
|
(159)
|
|
|
7.00
|
|
|
(3.31)
|
|
(0.29)
|
|
(1,041)
|
|
|
Net (loss) income
|
$
|
(14.09)
|
|
$
|
(5.80)
|
|
(143)
|
|
|
$
|
8.51
|
|
|
$
|
(14.30)
|
|
$
|
(5.00)
|
|
(186)
|
|
(1) Operating netback is a non-GAAP measure that does not have any standardized meaning prescribed under GAAP. Refer to footnote 2 "Non-GAAP measures" in "Financial and Operational Highlights" for a definition of this measure.
Oil, Natural Gas and NGL Production and Sales Volumes, BOEPD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
Average Daily Volumes (BOEPD)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
WI production before royalties
|
19,305
|
22,701
|
|
19,994
|
|
20,199
|
24,476
|
|
Royalties
|
(3,576)
|
(3,481)
|
|
(3,968)
|
|
(3,592)
|
(3,912)
|
|
Production NAR
|
15,729
|
19,220
|
|
16,026
|
|
16,607
|
20,564
|
|
Decrease (increase) in inventory
|
100
|
337
|
|
(57)
|
|
278
|
26
|
|
Sales
|
15,829
|
19,557
|
|
15,969
|
|
16,885
|
20,590
|
|
|
|
|
|
|
|
|
|
|
Royalties, % of working interest production before royalties
|
19
|
%
|
15
|
%
|
|
20
|
%
|
|
18
|
%
|
16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecuador
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
Average Daily Volumes (BOEPD)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
WI production before royalties
|
7,747
|
3,872
|
|
7,993
|
|
8,162
|
4,166
|
|
Royalties
|
(3,206)
|
(1,273)
|
|
(3,788)
|
|
(3,195)
|
(1,353)
|
|
Production NAR
|
4,541
|
2,599
|
|
4,205
|
|
4,967
|
2,813
|
|
Decrease in inventory
|
1,234
|
1,054
|
|
233
|
|
1,063
|
106
|
|
Sales
|
5,775
|
3,653
|
|
4,438
|
|
6,030
|
2,919
|
|
|
|
|
|
|
|
|
|
|
Royalties, % of working interest production before royalties
|
41
|
%
|
33
|
%
|
|
47
|
%
|
|
39
|
%
|
32
|
%
|
|
|
|
|
|
|
|
|
|
|
Canada
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
Average Daily Volumes (BOEPD)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
WI production before royalties
|
12,852
|
16,112
|
|
13,514
|
|
13,919
|
16,853
|
|
Royalties
|
(1,732)
|
(1,969)
|
|
(1,755)
|
|
(1,809)
|
(2,131)
|
|
Production NAR
|
11,120
|
14,143
|
|
11,759
|
|
12,110
|
14,722
|
|
Sales
|
11,120
|
14,143
|
|
11,759
|
|
12,110
|
14,722
|
|
|
|
|
|
|
|
|
|
|
Royalties, % of working interest production before royalties
|
13
|
%
|
12
|
%
|
|
13
|
%
|
|
13
|
%
|
13
|
%
|
|
|
|
|
|
|
|
|
|
|
Total Company
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
Average Daily Volumes (BOEPD)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
WI production before royalties
|
39,904
|
42,685
|
|
41,501
|
|
42,280
|
45,495
|
|
Royalties
|
(8,514)
|
(6,723)
|
|
(9,511)
|
|
(8,596)
|
(7,396)
|
|
Production NAR
|
31,390
|
35,962
|
|
31,990
|
|
33,684
|
38,099
|
|
Decrease in inventory
|
1,334
|
1,391
|
|
176
|
|
1,341
|
132
|
|
Sales
|
32,724
|
37,353
|
|
32,166
|
|
35,025
|
38,231
|
|
|
|
|
|
|
|
|
|
|
Royalties, % of working interest production before royalties
|
21
|
%
|
16
|
%
|
|
23
|
%
|
|
20
|
%
|
16
|
%
|
Oil, natural gas and NGL production NAR for the three and nine months ended September 30, 2026, decreased by 13% and 12% to 31,390 BOEPD and 33,684 BOEPD, respectively, compared to the corresponding periods of 2025 due to lower production in Colombia, higher in-kind royalties primarily in Ecuador, driven by higher oil prices and the sale of the Simonette and Lodgepole areas in Canada, partially offset by higher than anticipated production results of wells in Charapa and Chanangue Blocks and additional production from Perico Block in Ecuador acquired in December 2025. Oil, natural gas and NGL production NAR decreased by 2% compared to the prior quarter due to sale of the Lodgepole area in Canada and lower production in Colombia, partially offset by lower in-kind royalties in Ecuador.
Royalties, as a percentage of production for the three and nine months ended September 30, 2026 increased to 21% and 20%, respectively, compared to the corresponding periods of 2025, as a result of higher benchmark oil prices and the price sensitive royalty regime in Colombia and Ecuador. Royalties, as a percentage of production decreased from 23% in the prior quarter as a result of lower benchmark oil prices in the current quarter.
The Midas Block includes the Acordionero field, the Suroriente Block includes the Cohembi field, and the Chaza Block includes the Costayaco and Moqueta fields. Ecuador includes the Charapa, Iguana, Chanangue and Perico Blocks. Canada includes several areas in the Western Canadian Sedimentary Basin with the majority of production in Alberta, Canada.
Commodity prices:
Colombia and Ecuador
Brent - For the three and nine months ended September 30, 2026, Brent increased 34% and 27% from the corresponding periods of 2025 and decreased 6% from the prior quarter.
For the three months ended September 30, 2026, Castilla, Vasconia and Oriente differentials per bbl increased to $13.73, $6.68 and $10.32 from $4.88, $1.88 and $7.20, respectively, in the corresponding period of 2025.
For the nine months ended September 30, 2026, Castilla and Vasconia differentials per bbl increased to $11.07 and $4.69 from $4.98 and $1.95, respectively, in the corresponding period of 2025. Oriente differential per bbl decreased to $6.86 from $7.37 in the corresponding period of 2025.
Castilla, Vasconia and Oriente differentials per bbl increased from $9.71, $1.42 and $2.01 in the prior quarter.
Differentials fluctuate based on regional supply and demand of heavy crude, shipping costs, pipeline disruptions and geopolitical and trading policies. Differentials widened significantly in the third quarter primarily because of increased imports of Venezuelan crude displacing Colombian production and significantly higher shipping costs as a result of the ongoing conflict in the Middle East.
During the three and nine months ended September 30, 2026 and 2025, 100% of sales from South America was priced against Brent.
Canada
WTI - For the three and nine months ended September 30, 2026, WTI increased by 32% and 26% from the corresponding periods of 2025 and decreased 8% from the prior quarter. During the three and nine months ended September 30, 2026, 20% and 22% of NAR production in Canada was oil, compared to 25% and 24% for the corresponding periods of 2025 and 21% in the prior quarter, respectively.
NGLs - For the three and nine months ended September 30, 2026, the weighted average NGL price received was 8% and 10% of WTI compared to 9% and 12% of WTI in the corresponding periods of 2025, and 7% of WTI in the prior quarter, respectively. During the three and nine months ended September 30, 2026, NGLs production in Canada was 29% and 27%, compared to 21% and 24% in the corresponding periods of 2025 and 27% in the prior quarter, respectively.
AECO - For the three and nine months ended September 30, 2026, AECO price increased by 147% and 16% from the corresponding periods of 2025 and decreased 5% from the prior quarter, respectively. During the three and nine months ended September 30, 2026, 51% of production in Canada was natural gas in each respective quarter, compared to 54% and 52%, in the corresponding periods of 2025, and 52% in the prior quarter, respectively.
Oil, natural gas and NGL sales for the three and nine months ended September 30, 2026, increased by 13% to $168.3 million and $527.5 million, respectively, compared to the corresponding periods of 2025, primarily due to 34% and 27% increase in Brent price, partially offset by 12% and 8% lower sales volumes in Colombia and Canada and higher quality and transportation discounts in Colombia. Quality and transportation discounts in Colombia were affected by using alternative transportation route for Putumayo production as the Colombia and Ecuador border remained closed. The alternative transportation route was significantly more expensive and resulted in additional discounts of approximately $3.7 million and $13.6 million, respectively, for the three and nine months ended September 30, 2026.
Compared to the prior quarter, oil, natural gas and NGL sales decreased by 10%, primarily due to a 6% decrease in Brent price, higher quality and transportation discounts in Colombia and a shift from a premium to a discount in Ecuador, partially offset by 2% higher sales volumes.
The following table shows the effect of changes in realized price and sales volumes on our oil, natural gas and NGL sales for the three and nine months ended September 30, 2026, compared to the prior quarter and the corresponding periods of 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of U.S. Dollars)
|
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2026, Compared with Three Months Ended June 30, 2026
|
|
Nine Months Ended September 30, 2026, Compared with Nine Months Ended September 30, 2025
|
|
Oil, natural gas and NGL sales for the comparative period
|
$
|
149,254
|
|
|
$
|
187,181
|
|
|
$
|
466,784
|
|
|
Realized sales price increase (decrease) effect
|
37,553
|
|
|
(24,211)
|
|
|
99,895
|
|
|
Sales volumes (decrease) increase effect
|
(18,501)
|
|
|
5,336
|
|
|
(39,135)
|
|
|
Oil, natural gas and NGL sales for the three and nine months ended September 30, 2026
|
$
|
168,306
|
|
|
$
|
168,306
|
|
|
$
|
527,544
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
103,358
|
|
$
|
101,999
|
|
|
$
|
118,136
|
|
|
$
|
323,818
|
|
$
|
329,339
|
|
|
Operating expenses
|
42,370
|
|
44,610
|
|
|
33,152
|
|
|
110,564
|
|
125,280
|
|
|
Transportation expenses
|
2,921
|
|
2,902
|
|
|
2,327
|
|
|
7,520
|
|
9,848
|
|
|
Depletion and accretion(*)
|
38,356
|
|
44,041
|
|
|
38,072
|
|
|
117,061
|
|
136,936
|
|
|
Gross profit
|
$
|
19,711
|
|
$
|
10,446
|
|
|
$
|
44,585
|
|
|
$
|
88,673
|
|
$
|
57,275
|
(*) Calculated as DD&A expenses for the three months ended September 30, 2026 and 2025 of $44.7 million and $47.0 million less depreciation of administrative assets of $6.3 million and $3.0 million, respectively. For the nine months ended September 30, 2026 and 2025, DD&A expenses of $134.5
million and $146.1 million, less depreciation of administrative assets of $17.5 million and $9.2 million, respectively. For the prior quarter, calculated as DD&A expenses of $43.5 million, less depreciation of administrative assets of $5.4 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(U.S. Dollars per boe Sales Volumes NAR )
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
70.97
|
$
|
56.69
|
|
$
|
81.29
|
|
$
|
70.25
|
$
|
58.59
|
|
Operating expenses
|
29.09
|
24.79
|
|
22.81
|
|
23.99
|
22.29
|
|
Transportation expenses
|
2.01
|
1.61
|
|
1.60
|
|
1.63
|
1.75
|
|
Depletion and accretion
|
26.34
|
24.48
|
|
26.20
|
|
25.40
|
24.36
|
|
Gross profit
|
$
|
13.53
|
$
|
5.81
|
|
$
|
30.68
|
|
$
|
19.23
|
$
|
10.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecuador
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
42,134
|
|
$
|
20,605
|
|
$
|
41,964
|
|
$
|
124,843
|
|
$
|
50,123
|
|
|
Operating expenses
|
11,985
|
|
9,157
|
|
6,196
|
|
34,133
|
|
21,352
|
|
|
Transportation expenses
|
2,335
|
|
1,070
|
|
1,182
|
|
6,071
|
|
2,604
|
|
|
Depletion and accretion(*)
|
14,104
|
|
9,519
|
|
|
9,775
|
|
|
39,740
|
|
24,366
|
|
|
Gross profit
|
$
|
13,710
|
|
$
|
859
|
|
$
|
24,811
|
|
$
|
44,899
|
$
|
1,801
|
(*) Calculated as DD&A expenses for the three months ended September 30, 2026 and 2025 of $14.3 million and $9.5 million less depreciation of administrative assets of $0.2 million and nil, respectively. For the nine months ended September 30, 2026 and 2025, DD&A expenses of $40.6 million and $24.4 million less depreciation of administrative assets of $0.9 million and nil, respectively. For the prior quarter, calculated as DD&A expenses of $10.3 million, less depreciation of administrative assets of $0.6 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecuador
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(U.S. Dollars per boe Sales Volumes NAR )
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
79.30
|
$
|
61.30
|
|
$
|
103.90
|
|
$
|
75.83
|
$
|
62.92
|
|
Operating expenses
|
22.56
|
27.24
|
|
15.34
|
|
20.73
|
26.80
|
|
Transportation expenses
|
4.39
|
3.18
|
|
2.93
|
|
3.69
|
3.27
|
|
Depletion and accretion
|
26.55
|
28.32
|
|
24.20
|
|
24.14
|
30.59
|
|
Gross profit
|
$
|
25.80
|
$
|
2.56
|
|
$
|
61.43
|
|
$
|
27.27
|
$
|
2.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
22,814
|
|
$
|
26,650
|
|
$
|
27,081
|
|
|
$
|
78,883
|
|
$
|
87,322
|
|
|
Operating expenses
|
9,831
|
|
14,403
|
|
12,213
|
|
|
37,199
|
|
44,231
|
|
|
Transportation expenses
|
286
|
|
325
|
|
398
|
|
|
1,161
|
|
890
|
|
|
Depletion and accretion(*)
|
5,246
|
|
8,348
|
|
8,406
|
|
|
21,066
|
|
34,984
|
|
|
Gross profit
|
$
|
7,451
|
|
$
|
3,574
|
|
$
|
6,064
|
|
|
$
|
19,457
|
$
|
7,217
|
(*) Same as DD&A expenses for the three months ended September 30, 2026 and 2025, nine months ended September 30, 2026 and 2025, and the prior quarter (the depreciation of administrative assets had a de minimis amount for all reported periods).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(U.S. Dollars per boe Sales Volumes NAR )
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
22.30
|
$
|
20.48
|
|
$
|
25.31
|
|
$
|
23.86
|
$
|
21.73
|
|
Operating expenses
|
9.61
|
11.07
|
|
11.41
|
|
11.25
|
11.00
|
|
Transportation expenses
|
0.28
|
0.25
|
|
0.37
|
|
0.35
|
0.22
|
|
Depletion and accretion
|
5.13
|
6.42
|
|
7.86
|
|
6.37
|
8.70
|
|
Gross profit
|
$
|
7.28
|
$
|
2.74
|
|
$
|
5.67
|
|
$
|
5.89
|
$
|
1.81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
168,306
|
|
$
|
149,254
|
|
$
|
187,181
|
|
|
$
|
527,544
|
|
$
|
466,784
|
|
Operating expenses
|
64,186
|
|
68,170
|
|
51,561
|
|
|
181,896
|
|
190,863
|
|
Transportation expenses
|
5,542
|
|
4,297
|
|
3,907
|
|
|
14,752
|
|
13,342
|
|
Depletion and accretion(*)
|
57,706
|
|
61,908
|
|
56,253
|
|
|
177,867
|
|
196,286
|
|
Gross profit
|
$
|
40,872
|
|
$
|
14,879
|
|
$
|
75,460
|
|
$
|
153,029
|
|
$
|
66,293
|
(*) Calculated as DD&A expenses for the three months ended September 30, 2026 and 2025 of $64.4 million and $65.0 million less depreciation of administrative assets of $6.7 million and $3.1 million, respectively. For the nine months ended September 30, 2026 and 2025, DD&A expenses of $196.6 million and $205.8 million less depreciation of administrative assets of $18.7 million and $9.5 million, respectively. For the prior quarter, calculated as DD&A expenses of $62.3 million, less depreciation of administrative assets of $6.1 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(U.S. Dollars per boe Sales Volumes NAR )
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Revenue
|
$
|
55.90
|
$
|
43.43
|
|
$
|
63.95
|
|
$
|
55.17
|
$
|
44.72
|
|
Operating expenses
|
21.32
|
19.84
|
|
17.61
|
|
19.02
|
18.29
|
|
Transportation expenses
|
1.84
|
1.25
|
|
1.33
|
|
1.54
|
1.28
|
|
Depletion and accretion
|
19.17
|
18.01
|
|
19.22
|
|
18.60
|
18.81
|
|
Gross profit
|
$
|
13.57
|
$
|
4.33
|
|
$
|
25.79
|
|
$
|
16.01
|
$
|
6.34
|
Operating Netback
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Oil, natural gas and NGL sales
|
$
|
103,358
|
|
$
|
101,999
|
|
|
$
|
118,136
|
|
|
$
|
323,818
|
|
$
|
329,339
|
|
|
Transportation expenses
|
(2,921)
|
|
(2,902)
|
|
|
(2,327)
|
|
|
(7,520)
|
|
(9,848)
|
|
|
|
100,437
|
|
99,097
|
|
|
115,809
|
|
|
316,298
|
|
319,491
|
|
|
Operating expenses
|
(42,370)
|
|
(44,610)
|
|
|
(33,152)
|
|
|
(110,564)
|
|
(125,280)
|
|
|
Operating netback(1)
|
$
|
58,067
|
|
$
|
54,487
|
|
|
$
|
82,657
|
|
|
$
|
205,734
|
|
$
|
194,211
|
|
|
|
|
|
|
|
|
|
|
|
(U.S. Dollars Per boe Sales Volumes NAR)
|
|
|
|
|
|
|
|
|
Brent
|
$
|
91.29
|
|
$
|
68.17
|
|
|
$
|
96.68
|
|
|
$
|
88.86
|
|
$
|
69.91
|
|
|
Quality and transportation discounts
|
(20.32)
|
|
(11.48)
|
|
|
(15.39)
|
|
|
(18.61)
|
|
(11.32)
|
|
|
Average realized price
|
70.97
|
|
56.69
|
|
|
81.29
|
|
|
70.25
|
|
58.59
|
|
|
Transportation expenses
|
(2.01)
|
|
(1.61)
|
|
|
(1.60)
|
|
|
(1.63)
|
|
(1.75)
|
|
|
Average realized price net of transportation expenses
|
68.96
|
|
55.08
|
|
|
79.69
|
|
|
68.62
|
|
56.84
|
|
|
Operating expenses
|
(29.09)
|
|
(24.79)
|
|
|
(22.81)
|
|
|
(23.99)
|
|
(22.29)
|
|
|
Operating netback(1)
|
$
|
39.87
|
|
$
|
30.29
|
|
|
$
|
56.88
|
|
|
$
|
44.63
|
|
$
|
34.55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecuador
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Oil, natural gas and NGL sales
|
$
|
42,134
|
|
$
|
20,605
|
|
|
$
|
41,964
|
|
|
$
|
124,843
|
|
$
|
50,123
|
|
|
Transportation expenses
|
(2,335)
|
|
(1,070)
|
|
|
(1,182)
|
|
|
(6,071)
|
|
(2,604)
|
|
|
|
39,799
|
|
19,535
|
|
|
40,782
|
|
|
118,772
|
|
47,519
|
|
|
Operating expenses
|
(11,985)
|
|
(9,157)
|
|
|
(6,196)
|
|
|
(34,133)
|
|
(21,352)
|
|
|
Operating netback(1)
|
$
|
27,814
|
|
$
|
10,378
|
|
|
$
|
34,586
|
|
|
$
|
84,639
|
|
$
|
26,167
|
|
|
|
|
|
|
|
|
|
|
|
(U.S. Dollars Per boe Sales Volumes NAR)
|
|
|
|
|
|
|
|
|
Brent (M-1 Pricing)
|
$
|
85.43
|
|
$
|
68.89
|
|
|
$
|
101.89
|
|
|
$
|
84.26
|
|
$
|
70.53
|
|
|
Quality and transportation (discounts) premium
|
(6.13)
|
|
(7.59)
|
|
|
2.01
|
|
|
(8.43)
|
|
(7.61)
|
|
|
Average realized price
|
79.30
|
|
61.30
|
|
|
103.90
|
|
|
75.83
|
|
62.92
|
|
|
Transportation expenses
|
(4.39)
|
|
(3.18)
|
|
|
(2.93)
|
|
|
(3.69)
|
|
(3.27)
|
|
|
Average realized price net of transportation expenses
|
74.91
|
|
58.12
|
|
|
100.97
|
|
|
72.14
|
|
59.65
|
|
|
Operating expenses
|
(22.56)
|
|
(27.24)
|
|
|
(15.34)
|
|
|
(20.73)
|
|
(26.80)
|
|
|
Operating netback(1)
|
$
|
52.35
|
|
$
|
30.88
|
|
|
$
|
85.63
|
|
|
$
|
51.41
|
|
$
|
32.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Oil, natural gas and NGL sales
|
$
|
22,814
|
|
$
|
26,650
|
|
|
$
|
27,081
|
|
|
$
|
78,883
|
|
$
|
87,322
|
|
|
Transportation expenses
|
(286)
|
|
(325)
|
|
|
(398)
|
|
|
(1,161)
|
|
(890)
|
|
|
|
22,528
|
|
26,325
|
|
|
26,683
|
|
|
77,722
|
|
86,432
|
|
|
Operating expenses
|
(9,831)
|
|
(14,403)
|
|
|
(12,213)
|
|
|
(37,199)
|
|
(44,231)
|
|
|
Operating netback(1)
|
$
|
12,697
|
|
$
|
11,922
|
|
|
$
|
14,470
|
|
|
$
|
40,523
|
|
$
|
42,201
|
|
|
|
|
|
|
|
|
|
|
|
(U.S. Dollars Per boe Sales Volumes NAR)
|
|
|
|
|
|
|
|
|
WTI Price per bbl
|
$
|
85.68
|
|
$
|
65.07
|
|
|
$
|
92.70
|
|
|
$
|
83.76
|
|
$
|
66.74
|
|
|
AECO Price C$ per GJ
|
1.48
|
|
0.60
|
|
|
1.55
|
|
|
1.65
|
|
1.42
|
|
|
|
|
|
|
|
|
|
|
|
Average realized price
|
22.30
|
|
20.48
|
|
|
25.31
|
|
|
23.86
|
|
21.73
|
|
|
Transportation expenses
|
(0.28)
|
|
(0.25)
|
|
|
(0.37)
|
|
|
(0.35)
|
|
(0.22)
|
|
|
Average realized price net of transportation expenses
|
22.02
|
|
20.23
|
|
|
24.94
|
|
|
23.51
|
|
21.51
|
|
|
Operating expenses
|
(9.61)
|
|
(11.07)
|
|
|
(11.41)
|
|
|
(11.25)
|
|
(11.00)
|
|
|
Operating netback(1)
|
$
|
12.41
|
|
$
|
9.16
|
|
|
$
|
13.53
|
|
|
$
|
12.26
|
|
$
|
10.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Oil, natural gas and NGL sales
|
$
|
168,306
|
|
$
|
149,254
|
|
|
$
|
187,181
|
|
|
$
|
527,544
|
|
$
|
466,784
|
|
|
Transportation expenses
|
(5,542)
|
|
(4,297)
|
|
|
(3,907)
|
|
|
(14,752)
|
|
(13,342)
|
|
|
|
162,764
|
|
144,957
|
|
|
183,274
|
|
|
512,792
|
|
453,442
|
|
|
Operating expenses
|
(64,186)
|
|
(68,170)
|
|
|
(51,561)
|
|
|
(181,896)
|
|
(190,863)
|
|
|
Operating netback(1)
|
$
|
98,578
|
|
$
|
76,787
|
|
|
$
|
131,713
|
|
|
$
|
330,896
|
|
$
|
262,579
|
|
|
|
|
|
|
|
|
|
|
|
(U.S. Dollars Per boe Sales Volumes NAR)
|
|
|
|
|
|
|
|
|
Average realized price
|
$
|
55.90
|
|
$
|
43.43
|
|
|
$
|
63.95
|
|
|
$
|
55.17
|
|
$
|
44.72
|
|
|
Transportation expenses
|
(1.84)
|
|
(1.25)
|
|
|
(1.33)
|
|
|
(1.54)
|
|
(1.28)
|
|
|
Average realized price net of transportation expenses
|
54.06
|
|
42.18
|
|
|
62.62
|
|
|
53.63
|
|
43.44
|
|
|
Operating expenses
|
(21.32)
|
|
(19.84)
|
|
|
(17.61)
|
|
|
(19.02)
|
|
(18.29)
|
|
|
Operating netback(1)
|
$
|
32.74
|
|
$
|
22.34
|
|
|
$
|
45.01
|
|
|
$
|
34.61
|
|
$
|
25.15
|
|
(1) Operating netback is a non-GAAP measure that does not have any standardized meaning prescribed under GAAP. Refer to footnote 2 "Non-GAAP measures" in "Financial and Operational Highlights" for a definition and reconciliation of this measure.
Operating expenses for the three and nine months ended September 30, 2026, decreased by 6% and 5% to $64.2 million and $181.9 million, respectively, compared to the corresponding periods of 2025. The decrease was primarily due to lower workover activities, reduced field personnel costs and lower equipment maintenance.
Operating expenses on a per boe basis, for the three and nine months ended September 30, 2026, increased by $1.48 and $0.73 to $21.32 and $19.02, respectively, compared to the corresponding periods of 2025, primarily due to lower sales volumes during current periods, partially offset by $0.30 and $0.57 per boe lower workover activities, reduced field personnel costs, lower equipment maintenance and inventory fluctuations, respectively.
Compared to the prior quarter, operating expenses increased by 24% from $51.6 million or by $3.71 from $17.61 on a per boe basis primarily due to $0.80 per boe higher workover activities and $2.91 per boe higher lifting costs associated with inventory fluctuations resulting from sale of inventory accumulated at the end of prior quarter.
Transportation expenses
We have options to sell our oil through multiple pipelines and various trucking routes. Each option has varying effects on realized sales price and transportation expenses. The following table shows the percentage of oil, natural gas and NGL volumes we sold in Canada, Colombia and Ecuador using each option for the three and nine months ended September 30, 2026 and 2025, and the prior quarter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Volume transported through pipeline
|
52
|
%
|
47
|
%
|
|
50
|
%
|
|
52
|
%
|
46
|
%
|
|
Volume sold at wellhead
|
23
|
%
|
24
|
%
|
|
26
|
%
|
|
24
|
%
|
29
|
%
|
|
Volume transported via truck to sales point
|
25
|
%
|
29
|
%
|
|
24
|
%
|
|
24
|
%
|
25
|
%
|
|
|
100
|
%
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
100
|
%
|
Volumes transported through pipeline or via truck receive a higher realized price but incur higher transportation expenses. Conversely, volumes sold at the wellhead have the opposite effect of a lower realized price, offset by lower transportation expenses.
Transportation expenses for the three and nine months ended September 30, 2026, increased by 29% and 11% to $5.5 million and $14.8 million compared to the corresponding periods of 2025, due to higher volumes transported via pipeline which had higher costs per boe. On a per boe basis, transportation expenses for the three and nine months ended September 30, 2026 increased by $0.59 and $0.26 for the same reason mentioned above.
Transportation expenses increased by 42% or $0.51 per boe from $3.9 million or $1.33 per boe in the prior quarter due to higher volumes transported through pipeline which had higher costs per boe.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colombia
|
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2026, Compared with Three Months Ended June 30, 2026
|
|
Nine Months Ended September 30, 2026, Compared with Nine Months Ended September 30, 2025
|
|
(U.S. Dollars per boe Sales Volumes NAR)
|
|
|
|
|
|
|
Average Brent price
|
$
|
91.29
|
|
|
$
|
91.29
|
|
|
$
|
88.86
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses for the comparative period
|
$
|
55.08
|
|
|
$
|
79.69
|
|
|
$
|
56.84
|
|
|
Increase (decrease) in benchmark oil prices
|
23.12
|
|
|
(5.39)
|
|
|
18.95
|
|
|
Increase in quality and transportation discounts
|
(8.84)
|
|
|
(4.93)
|
|
|
(7.29)
|
|
|
(Increase) decrease in transportation expense
|
(0.40)
|
|
|
(0.41)
|
|
|
0.12
|
|
|
Average realized price, net of transportation expenses for the period
|
$
|
68.96
|
|
|
$
|
68.96
|
|
|
$
|
68.62
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses as a % of Brent
|
76
|
%
|
|
76
|
%
|
|
77
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ecuador
|
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2026, Compared with Three Months Ended June 30, 2026
|
|
Nine Months Ended September 30, 2026, Compared with Nine Months Ended September 30, 2025
|
|
(U.S. Dollars per boe Sales Volumes NAR)
|
|
|
|
|
|
|
Average Brent price (M-1 Pricing)(*)
|
$
|
85.43
|
|
|
$
|
85.43
|
|
|
$
|
84.26
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses for the comparative period
|
$
|
58.12
|
|
|
$
|
100.97
|
|
|
$
|
59.65
|
|
|
Increase (decrease) in benchmark prices
|
16.54
|
|
|
(16.46)
|
|
|
13.73
|
|
|
Decrease (increase) in quality and transportation discounts
|
1.46
|
|
|
(8.14)
|
|
|
(0.82)
|
|
|
Increase in transportation expense
|
(1.21)
|
|
|
(1.46)
|
|
|
(0.42)
|
|
|
Average realized price, net of transportation expenses for the period
|
$
|
74.91
|
|
|
$
|
74.91
|
|
|
$
|
72.14
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses as a % of Brent
|
88
|
%
|
|
88
|
%
|
|
86
|
%
|
(*)The sales price in Ecuador is the average Brent price less discounts for the month prior to lifting (M-1).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2026, Compared with Three Months Ended June 30, 2026
|
|
Nine Months Ended September 30, 2026, Compared with Nine Months Ended September 30, 2025
|
|
(U.S. Dollars per boe Sales Volumes NAR)
|
|
|
|
|
|
|
Average WTI price
|
$
|
85.68
|
|
|
$
|
85.68
|
|
|
$
|
83.76
|
|
|
Average AECO price
|
$
|
1.48
|
|
|
$
|
1.48
|
|
|
$
|
1.65
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses for the comparative period
|
$
|
20.23
|
|
|
$
|
24.94
|
|
|
$
|
21.51
|
|
|
Increase (decrease) in benchmark prices
|
20.61
|
|
|
(7.02)
|
|
|
17.02
|
|
|
(Increase) decrease in quality and transportation discounts
|
(18.79)
|
|
|
4.01
|
|
|
(14.89)
|
|
|
(Increase) decrease in transportation expense
|
(0.03)
|
|
|
0.09
|
|
|
(0.13)
|
|
|
Average realized price, net of transportation expenses for the period
|
$
|
22.02
|
|
|
$
|
22.02
|
|
|
$
|
23.51
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses as a % of WTI
|
26
|
%
|
|
26
|
%
|
|
28
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Company
|
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2026, Compared with Three Months Ended June 30, 2026
|
|
Nine Months Ended September 30, 2026, Compared with Nine Months Ended September 30, 2025
|
|
(U.S. Dollars per boe Sales Volumes NAR)
|
|
|
|
|
|
|
Average Brent price
|
$
|
91.29
|
|
|
$
|
91.29
|
|
|
$
|
88.86
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses for the comparative period
|
$
|
42.18
|
|
|
$
|
62.62
|
|
|
$
|
43.44
|
|
|
Increase (decrease) in benchmark prices
|
23.12
|
|
|
(5.39)
|
|
|
18.95
|
|
|
Increase in quality and transportation discounts
|
(10.65)
|
|
|
(2.66)
|
|
|
(8.50)
|
|
|
Increase in transportation expense
|
(0.59)
|
|
|
(0.51)
|
|
|
(0.26)
|
|
|
Average realized price, net of transportation expenses for the period
|
$
|
54.06
|
|
|
$
|
54.06
|
|
|
$
|
53.63
|
|
|
|
|
|
|
|
|
|
Average realized price, net of transportation expenses as a % of Brent
|
59
|
%
|
|
59
|
%
|
|
60
|
%
|
DD&A Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
DD&A Expenses, thousands of U.S. Dollars
|
$
|
64,391
|
|
$
|
64,981
|
|
|
$
|
62,334
|
|
|
$
|
196,599
|
|
$
|
205,818
|
|
|
DD&A Expenses, U.S. Dollars per boe
|
21.39
|
|
18.91
|
|
|
21.29
|
|
|
20.56
|
|
19.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2026
|
|
Three Months Ended June 30, 2026
|
Nine Months Ended September 30, 2026
|
|
|
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
|
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per Boe
|
|
Colombia
|
$
|
44,679
|
|
$
|
30.68
|
|
|
$
|
43,479
|
|
$
|
29.92
|
|
|
$
|
134,536
|
|
$
|
29.19
|
|
|
Ecuador
|
14,349
|
|
27.01
|
|
|
10,334
|
|
25.59
|
|
|
40,647
|
|
24.69
|
|
|
Canada
|
5,251
|
|
5.13
|
|
|
8,411
|
|
7.86
|
|
|
21,081
|
|
6.38
|
|
|
Corporate
|
112
|
|
-
|
|
|
110
|
|
-
|
|
|
335
|
|
-
|
|
|
|
$
|
64,391
|
|
$
|
21.39
|
|
|
$
|
62,334
|
|
$
|
21.29
|
|
|
$
|
196,599
|
|
$
|
20.56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2025
|
|
Three Months Ended June 30, 2025
|
|
Nine Months Ended September 30, 2025
|
|
|
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
|
|
DD&A expenses, thousands of U.S. Dollars
|
DD&A expenses, U.S. Dollars Per Boe
|
|
Colombia
|
$
|
46,986
|
|
$
|
26.11
|
|
|
$
|
50,454
|
|
$
|
25.94
|
|
|
$
|
146,091
|
|
$
|
25.99
|
|
|
Ecuador
|
9,520
|
|
28.32
|
|
|
4,351
|
|
29.01
|
|
|
24,369
|
|
30.59
|
|
|
Canada
|
8,353
|
|
6.42
|
|
|
13,705
|
|
9.84
|
|
|
34,999
|
|
8.71
|
|
|
Corporate
|
122
|
|
-
|
|
|
125
|
|
-
|
|
|
359
|
|
-
|
|
|
|
$
|
64,981
|
|
$
|
18.91
|
|
|
$
|
68,635
|
|
$
|
19.68
|
|
|
$
|
205,818
|
|
$
|
19.72
|
|
DD&A expenses for the three and nine months ended September 30, 2026, decreased by 1% and 4%, respectively, due to lower costs in the depletable base for Canadian operations as a result of Simonette Montney and Lodgepole dispositions and higher proved reserves across reportable segments compared to the corresponding periods of 2025. On a per boe basis, DD&A expenses for the three and nine months ended September 30, 2026, increased by $2.48 and $0.84, respectively, due to the lower sales volumes in the current periods.
DD&A expenses increased by 3% from $62.3 million and increased by $0.10 on a per boe basis when compared to the prior quarter due to inventory fluctuations in Ecuador, partially offset by lower costs in the depletable base in Canada due to asset sales.
Asset Impairment
For the three and nine months ended September 30, 2026 and 2025, we had no ceiling test impairment losses. We used a 12-month unweighted average of the first-day-of-the-month prices prior to the ending date of the period ended September 30, 2026 as follows: Brent Crude of $83.30 per bbl, Edmonton Light Crude of C$102.70 per bbl, Alberta AECO spot price of C$2.01 per MMBtu, Edmonton Propane of C$28.54 per boe, Edmonton Butane of C$42.84 per boe and Edmonton Condensate of C$103.71 per boe (September 30, 2025: Brent Crude of $71.61 per bbl, Edmonton Light Crude of C$89.65 per bbl, Alberta AECO spot price of C$1.70 per MMBtu, Edmonton Propane of C$34.71 per boe, Edmonton Butane of C$43.07 per boe and Edmonton Condensate of C$93.35 per boe).
G&A Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
% Change
|
|
2026
|
|
2026
|
2025
|
% Change
|
|
G&A Expenses before Stock-Based Compensation
|
$
|
11,814
|
|
$
|
13,246
|
|
(11)
|
|
|
$
|
13,219
|
|
|
$
|
40,182
|
|
$
|
39,306
|
|
2
|
|
|
G&A Stock-Based Compensation Expense (Recovery)
|
30,465
|
|
143
|
|
21,204
|
|
|
(3,757)
|
|
|
46,384
|
|
172
|
|
26,867
|
|
|
G&A Expenses, including Stock-Based Compensation
|
$
|
42,279
|
|
$
|
13,389
|
|
216
|
|
|
$
|
9,462
|
|
|
$
|
86,566
|
|
$
|
39,478
|
|
119
|
|
|
(U.S. Dollars Per boe Sales Volumes NAR)
|
|
|
|
|
|
|
|
|
|
|
G&A Expenses before Stock-Based Compensation
|
$
|
3.92
|
|
$
|
3.85
|
|
2
|
|
|
$
|
4.52
|
|
|
$
|
4.20
|
|
$
|
3.77
|
|
11
|
|
|
G&A Stock-Based Compensation Expense (Recovery)
|
10.12
|
|
0.04
|
|
25,200
|
|
|
(1.28)
|
|
|
4.85
|
|
0.02
|
|
24,150
|
|
|
G&A Expenses, including Stock-Based Compensation
|
$
|
14.04
|
|
$
|
3.89
|
|
261
|
|
|
$
|
3.24
|
|
|
$
|
9.05
|
|
$
|
3.79
|
|
139
|
|
G&A expenses before stock-based compensation for the three months ended September 30, 2026, decreased by 11% to $11.8 million compared to the corresponding period of 2025, primarily due to lower consulting and legal expenses and lower costs associated with project optimization during the current period. G&A expenses before stock-based compensation for the nine months ended September 30, 2026, increased by 2% to $40.2 million, compared to the corresponding period of 2025, primarily due to higher bank fees and information technology costs.
On a per boe basis, G&A expenses before stock-based compensation for the three and nine months ended September 30, 2026 increased by $0.07 and $0.43 to $3.92 and $4.20, compared to the corresponding periods of 2025 primarily due to 12% and 8% lower sales volumes, respectively.
Compared to the prior quarter, G&A expenses before stock-based compensation decreased by 11% from $13.2 million due to lower salaries associated with headcount optimization and lower costs associated with project optimization. On a per boe basis, G&A expenses before stock-based compensation decreased by $0.60 compared to the prior quarter for the same reason mentioned above.
G&A expenses after stock-based compensation for the three and nine months ended September 30, 2026, increased by 216% and 119% or $10.15 and $5.26 per boe, respectively, compared to the corresponding periods of 2025 due to higher stock-based compensation expense associated with higher share price during current periods.
Compared to the prior quarter, G&A expenses after stock-based compensation increased by 347% or $10.80 per boe due to higher share price resulting in higher stock-based compensation expense.
Severance Expenses
For the three and nine months ended September 30, 2026, severance expenses related to headcount optimization were nil and $2.6 million, compared to nil for each of the corresponding periods of 2025 and $0.1 million for the prior quarter, respectively.
Foreign Exchange Gains and Losses
For the three and nine months ended September 30, 2026, we had foreign exchange losses of $2.3 million and $6.3 million, compared to $0.3 million and $7.8 million losses on foreign exchange in the corresponding periods of 2025, respectively, and a $2.6 million loss on foreign exchange in the prior quarter. Accounts payable, taxes receivable and payable and deferred income taxes are considered monetary items and require translation from local currencies to U.S. dollar functional currency at each balance sheet date. This translation was the primary source of the foreign exchange gains and losses in the periods.
The following table presents the change in the U.S. dollar against the Colombian peso and Canadian dollar for the three and nine months ended September 30, 2026 and 2025 and the prior quarter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Change in the U.S. dollar against the Colombian peso
|
weakened by
|
weakened by
|
|
weakened by
|
|
weakened by
|
weakened by
|
|
3%
|
4%
|
|
6%
|
|
11%
|
12%
|
|
Change in the U.S. dollar against the Canadian dollar
|
comparable
|
strengthened by
|
|
strengthened by
|
|
strengthened by
|
weakened by
|
|
-%
|
2%
|
|
2%
|
|
4%
|
3%
|
Financial Instruments Gains or Losses
The following table presents the nature of our financial instruments gains or losses for the three and nine months ended September 30, 2026 and 2025, and the prior quarter:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended June 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
|
2026
|
2025
|
|
Commodity price derivative loss (gain)
|
$
|
33,733
|
|
$
|
2,945
|
|
|
$
|
(9,266)
|
|
|
$
|
113,085
|
|
$
|
(2,390)
|
|
|
Foreign currency derivative gain
|
(4,505)
|
|
(879)
|
|
|
(2,598)
|
|
|
(7,311)
|
|
(8,109)
|
|
|
Derivative instruments loss (gain)
|
$
|
29,228
|
|
$
|
2,066
|
|
|
$
|
(11,864)
|
|
|
$
|
105,774
|
|
$
|
(10,499)
|
|
Income Tax Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
2026
|
2025
|
|
Loss before income tax
|
$
|
(67,990)
|
|
$
|
(31,226)
|
|
|
$
|
(168,408)
|
|
$
|
(55,046)
|
|
|
|
|
|
|
|
|
|
Current income tax expense
|
$
|
4,511
|
|
$
|
4,022
|
|
|
$
|
19,476
|
|
$
|
14,482
|
|
|
Deferred income tax recovery
|
(30,086)
|
|
(15,298)
|
|
|
(51,158)
|
|
(17,557)
|
|
|
Income tax recovery
|
$
|
(25,575)
|
|
$
|
(11,276)
|
|
|
$
|
(31,682)
|
|
$
|
(3,075)
|
|
|
|
|
|
|
|
|
|
Effective tax rate
|
38
|
%
|
36
|
%
|
|
19
|
%
|
6
|
%
|
Current income tax expense was $19.5 million for the nine months ended September 30, 2026, compared to $14.5 million in the corresponding period of 2025, primarily due to higher taxable income.
The deferred tax for the nine months ended September 30, 2026, was a recovery of $51.2 million mainly due to an increase in deductible temporary differences arising from tax losses generated during the period, unrealized hedging losses and accruals. These were partially offset by higher tax depreciation relative to accounting depreciation.
The deferred income tax for the nine months ended September 30, 2025, was a recovery of $17.6 million mainly due to an increase in deductible temporary differences arising from tax losses generated during the period. These were partially offset by temporary differences related to accelerated tax depreciation in excess of accounting depreciation.
For the nine months ended September 30, 2026, the difference between the effective tax rate of 19% and the 21% statutory tax rate was primarily due to an increase in the non-deductible foreign translation adjustments and other non-deductible expenses. This was partially offset by an increase in the impact of foreign taxes and the 2025 true-up (recovery).
For the nine months ended September 30, 2025, the difference between the effective tax rate of 6% and the 21% statutory tax rate was primarily due to increase in the non-deductible foreign translation adjustments, other permanent differences and valuation allowance. This was partially offset by an increase in the impact of foreign taxes.
Net (Loss) Income and Funds Flow from Operations (a Non-GAAP Measure)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Thousands of U.S. Dollars)
|
Three Months Ended September 30, 2026, Compared with Three Months Ended June 30, 2026
|
% change
|
Three Months Ended September 30, 2026, Compared with Three Months Ended September 30, 2025
|
%
change
|
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
|
% change
|
|
Net income (loss) for the comparative period
|
$
|
24,861
|
|
|
$
|
(19,950)
|
|
|
$
|
(51,971)
|
|
|
|
Increase (decrease) due to:
|
|
|
|
|
|
|
|
Sales price
|
(24,211)
|
|
|
37,553
|
|
|
99,895
|
|
|
|
Sales volumes
|
5,336
|
|
|
(18,501)
|
|
|
(39,135)
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Cash operating expenses
|
(12,625)
|
|
|
3,984
|
|
|
8,967
|
|
|
|
Transportation
|
(1,635)
|
|
|
(1,245)
|
|
|
(1,410)
|
|
|
|
Other taxes
|
358
|
|
|
2,015
|
|
|
644
|
|
|
|
Cash G&A, excluding stock-based compensation expense
|
1,405
|
|
|
1,432
|
|
|
(876)
|
|
|
|
Net lease payments
|
17
|
|
|
274
|
|
|
(424)
|
|
|
|
Severance
|
95
|
|
|
-
|
|
|
(2,563)
|
|
|
|
Transaction costs
|
(4,887)
|
|
|
(4,887)
|
|
|
(4,887)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest, excluding amortization of deferred financing fees
|
(547)
|
|
|
4,799
|
|
|
7,484
|
|
|
|
Realized foreign exchange loss
|
(10,939)
|
|
|
(8,530)
|
|
|
(7,142)
|
|
|
|
Other (loss) income
|
(1,482)
|
|
|
(1,125)
|
|
|
543
|
|
|
|
Cash settlement on derivative instruments
|
15,827
|
|
|
(25,666)
|
|
|
(72,854)
|
|
|
|
Current taxes
|
4,604
|
|
|
(489)
|
|
|
(4,994)
|
|
|
|
Interest income
|
35
|
|
|
341
|
|
|
569
|
|
|
|
Net change in funds flow from operations(1) from comparative period
|
(28,649)
|
|
|
(10,045)
|
|
|
(16,183)
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
Depletion, depreciation and accretion
|
(2,057)
|
|
|
590
|
|
|
9,219
|
|
|
|
Deferred tax
|
41,459
|
|
|
14,788
|
|
|
33,601
|
|
|
|
Amortization of debt issuance costs
|
(12)
|
|
|
2,535
|
|
|
(2,565)
|
|
|
|
Stock-based compensation
|
(34,222)
|
|
|
(30,322)
|
|
|
(46,212)
|
|
|
|
Senior Notes exchange fees
|
964
|
|
|
179
|
|
|
(13,509)
|
|
|
|
Non-cash interest
|
190
|
|
|
(5,944)
|
|
|
(16,591)
|
|
|
|
Financial instruments loss, net of financial instruments settlements
|
(56,919)
|
|
|
(1,496)
|
|
|
(43,419)
|
|
|
|
Unrealized foreign exchange gain
|
11,290
|
|
|
6,562
|
|
|
8,700
|
|
|
|
Other non-cash gain
|
697
|
|
|
962
|
|
|
1,780
|
|
|
|
Net lease payments
|
(17)
|
|
|
(274)
|
|
|
424
|
|
|
|
Net change in net income (loss)
|
(67,276)
|
|
|
(22,465)
|
|
|
(84,755)
|
|
|
|
Net loss for the current period
|
$
|
(42,415)
|
|
(271)%
|
$
|
(42,415)
|
|
(113)%
|
$
|
(136,726)
|
|
(163)%
|
(1) Funds flow from operations is a non-GAAP measure that does not have any standardized meaning prescribed under GAAP. Refer to footnote 2 "Non-GAAP measures" in "Financial and Operational Highlights" for a definition and reconciliation of this measure.
Capital expenditures during the three months ended September 30, 2026, were $30.7 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Millions of U.S. Dollars)
|
Colombia
|
Ecuador
|
Canada
|
All other
|
Total
|
|
Exploration
|
$
|
1.7
|
|
$
|
0.1
|
|
$
|
-
|
|
$
|
0.4
|
|
$
|
2.2
|
|
|
Development
|
23.1
|
|
4.7
|
|
0.7
|
|
-
|
|
28.5
|
|
|
Total Company
|
$
|
24.8
|
|
$
|
4.8
|
|
$
|
0.7
|
|
$
|
0.4
|
|
$
|
30.7
|
|
During the three months ended September 30, 2026, we did not drill any wells in Colombia, Ecuador or Canada.
Liquidity and Capital Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
(Thousands of U.S. Dollars)
|
September 30, 2026
|
|
% Change
|
|
December 31, 2025
|
|
Cash and Cash Equivalents
|
$
|
141,077
|
|
|
70
|
|
|
$
|
82,931
|
|
|
|
|
|
|
|
|
|
7.75% Senior Notes due 2027
|
$
|
24,201
|
|
|
-
|
|
|
$
|
24,201
|
|
|
|
|
|
|
|
|
|
9.50% Senior Notes due 2029
|
$
|
87,639
|
|
|
(88)
|
|
|
$
|
716,340
|
|
|
|
|
|
|
|
|
|
9.75% Senior Notes due 2031
|
$
|
479,353
|
|
|
100
|
|
|
$
|
-
|
|
We believe that our capital resources, including cash on hand and cash generated from operations will provide us with sufficient liquidity to meet our strategic objectives and planned capital program for the next 12 months, given the current oil price trends and production levels. We may also access capital markets to pursue financing, including for the re-purchase of common stock or the repayment of debt in the future. In accordance with our investment policy, available cash balances are held in our primary cash management banks or may be invested in U.S. or Canadian government-backed federal, provincial or state securities or other money market instruments with high credit ratings and short-term liquidity. We believe that our current financial position provides us with the flexibility to respond to both internal growth opportunities and those available through acquisitions. We intend to pursue growth opportunities and acquisitions from time to time, which may require significant capital to be located in basins or countries beyond our current operations, involve joint ventures, or be sizable compared to our current assets and operations.
Senior Notes
During the nine months ended September 30, 2026, we issued $503.6 million in aggregate principal amount of our 9.75% Senior Secured Amortizing Notes due 2031 (the "9.75% Senior Notes"), and paid $125.0 million in cash consideration in exchange for $628.7 million aggregate principal amount of our 9.50% Senior Secured Amortizing Notes due 2029 (the "9.50% Senior Notes"). The exchange was accounted for as a debt modification.
The 9.75% Senior Notes will mature on April 15, 2031, unless earlier redeemed or re-purchased. The principal amount of 9.75% Senior Notes is to be repaid as follows: (i) October 15, 2029 - 15% of the principal amount; (ii) October 15, 2030 - 15% of the principal amount; (iii) April 15, 2031 - the remainder of the principal amount. On or before December 31, 2026 ("the Offer Date"), we are required to offer to purchase up to $30.0 million aggregate principal amount of the 9.75% Senior Notes ("the Offer Amount"). The Offer Amount will be reduced by the aggregate principal amount of any 9.75% Senior Notes redeemed or re-purchased by us in the open market transactions before the Offer Date.
During the nine months ended September 30, 2026, we re-purchased $24.2 million of 9.75% Senior Notes for cash consideration of $21.6 million resulting in a $1.3 million gain on purchase, which included the write-off of deferred financing fees of $1.4 million.
At any time, prior to April 15, 2028, we may redeem up to 35% of the aggregate principal amount of 9.75% Senior Notes at a redemption price equal to 109.75% of the principal amount. Additionally, we may redeem all or a portion of the 9.75% Senior Notes on or after 2028 at the following redemption prices: 2028 - 104.875%; 2029 - 102.438%; 2030 and thereafter - 100%.
Under the terms of the 9.75% Senior Notes agreement, we are required to maintain compliance with the following financial covenants:
i.consolidated interest coverage ratio of not less than 2.50; and
ii.consolidated net debt (total debt excluding deferred financing fees less cash equivalents) to consolidated adjusted earnings before interest, taxes and DD&A ("Adjusted EBITDA") of not more than 3.00.
As at September 30, 2026, we were in compliance with all applicable covenants related to Senior Notes.
Credit Facility
On May 12, 2026, we, through our wholly owned subsidiary Gran Tierra Canada Ltd., amended our revolving credit facility with National Bank of Canada. As part of the amendment, the borrowing base has decreased to C$75.0 million (US$52.8 million). The available commitment under the revolving credit facility remained unchanged at C$75.0 million (US$52.8 million), comprised of C$60.0 million (US$42.2 million) syndicated facility and C$15.0 million (US$10.6 million) of operating facility. The drawn down amounts under the revolving credit facility can either be in Canadian or U.S. dollars and bear interest rates equal to either the Canadian prime rate or U.S. Base Rate plus a margin ranging from 2.00% to 4.00% per annum or for CORRA loans and SOFR loans plus a margin ranging from 3.00% to 5.00% per annum. Undrawn amounts under the revolving credit facility bear standby fee ranging from 0.75% to 1.25% per annum. In each case, the margin or standby fee, as applicable is based on Net Debt to EBITDA ratio of Gran Tierra Canada Ltd. The revolving credit facility matures on October 30, 2027. During the three months ended September 30, 2026, we drew C$15.3 million (US$10.9 million) under our revolving credit facility which was fully repaid by September 30, 2026. As of September 30, 2026, the revolving credit facility remained undrawn.
Prepayment agreements
During the nine months ended September 30, 2026, we amended our existing prepayment agreement with Trafigura, entering into a new oil prepayment agreement that covers both our Ecuadorian and Colombian oil production. The amended agreement provides for total prepayments of up to $350.0 million, including $325.0 million available immediately and an additional $25.0 million available at Trafigura's sole discretion. The term of the amended prepayment agreement is 48 months.
Amounts drawn on this prepayment agreement are to be repaid through future oil deliveries. Shortfalls in crude oil deliveries in any given repayment period can be delivered during the next repayment period within three calendar months or paid in cash thereafter. Amounts under the prepayment facility are subject to interest based on SOFR risk-free rate plus a margin of 4.45% per annum. Under the terms of the prepayment agreement, we can repay the outstanding balance of the advance payment at any time without penalty. We were granted a grace period for re-payment of the principal amount drawn under the prepayment agreement with first re-payment starting April 2026.
Pursuant to the amended and restated prepayment agreement, proceeds from the new advance are required to be used exclusively to finance the repurchase or exchange of Senior Notes and to pay fees and expenses associated with the amended agreement.
We are required to maintain compliance with the following financial covenants related to amounts drawn under the prepayment agreement semi-annually, calculated on March 31 and September 30 of each year:
i.Asset Coverage Ratio of at least 150%, calculated using the net present value of the consolidated future cash flows of certain wholly owned subsidiaries of the Company that sell crude oil, projected through the final maturity date and discounted at 10% over the outstanding principal and the interest payable amount on the prepayment agreement at each reporting period. The net present value of the consolidated future cash flows of the Company is required to be based on 90% of the prevailing ICE Brent forward strip.
ii.Debt Service Coverage Ratio of at least 200%, calculated using the estimated crude oil to be delivered by the Company from any relevant time up to the final maturity date based on 80% of the prevailing ICE Brent forward strip and adjusted for quality differential and transportation discount over the outstanding principal amount under the prepayment agreement.
During the three and nine months ended September 30, 2026, we drew $8.5 million and $175.0 million on oil prepayment and re-paid $14.8 million and $43.6 million, respectively, of the outstanding principal on oil prepayment via crude oil deliveries.
As at September 30, 2026, there was $281.4 million outstanding (December 31, 2025 - $150.0 million) on the oil prepayment agreement. Of this amount, $88.9 million (December 31, 2025 - $34.1 million) was classified as a current portion and included in accounts payable and accrued liabilities on our condensed consolidated balance sheet.
Sale of Colombia and Ecuador Business
During the three months ended September 30, 2026, we entered into a definitive share sale agreement (the "Share Purchase Agreement") to sell our oil business in Colombia and Ecuador ("Divested Business") to a Paris-listed international oil and natural gas exploration and production company ("Purchaser") on the terms and conditions set out in the Share Purchase Agreement (the "Sale"). The Divested Business comprises all of our assets in Colombia and Ecuador. The transaction has an economic effective date of March 31, 2026. Total consideration for the Sale is approximately $1.33 billion, subject to adjustment, which includes the Purchaser's assumption of our 9.75% Senior Notes due 2031, our 9.50% Senior Notes due 2029, and the prepayment facility under our prepayment agreement (the "Prepayment Agreement"). After the assumption of substantially all liabilities, customary closing and working capital adjustments, our redemption of our 7.75% Senior Notes due 2027 (the "2027 Notes"), and transaction costs, we expect to receive net cash proceeds of approximately $315.0 million (the "Net Cash Proceeds"). Of this amount, approximately $250.0 million is payable in cash, of which $50.0 million was received as a deposit during the three months ended September 30, 2026, which was recorded in accounts payable and accrued liabilities on our condensed consolidated balance sheet and will be credited against the purchase price, with the balance due on closing. The remaining $65.0 million is payable 364 days after closing under an unsecured note issued by the Divested Business. Completion of the Sale is subject to the approval of our shareholders, receipt of the requisite consents from certain creditors and from the prepayment buyers under the Prepayment Agreement, customary regulatory approvals in Colombia and Ecuador, and the satisfaction of other customary closing conditions.
On September 22, 2026, we entered into a supplemental indenture to the indenture governing 9.75% Senior Notes due 2031, following receipt of the consents from bond holders of a majority in aggregate principal amount of those notes, which amends the indenture to permit the sale of Divested Business, with the amendments becoming operative upon closing of the Sale. For the three and nine months ended September 30, 2026, we incurred $4.9 million in transaction costs related to the Share Purchase Agreement. In the event the agreement is terminated, we must repay the deposit in full, together with interest accrued at 5% per annum, within five days of termination, unless the termination results from the Purchaser's default, in which case we are entitled to retain the deposit and accrued interest. In addition, if the agreement is terminated following a change in the Board's recommendation to shareholders, a failure by us to file our proxy statement or hold our shareholder meeting within the required timeframes, or our acceptance of a superior proposal, we must pay the Purchaser a termination fee of $50.0 million within ten days of termination.
As at September 30, 2026, we assessed whether the assets and liabilities subject to the Share Purchase Agreement met the criteria to be classified as held for sale under GAAP. We concluded that the held for sale criteria were not met as at that date because the Sale remained subject to shareholders' approval, a substantive condition. Accordingly, the assets and liabilities of the Divested Business continue to be classified as held and used.
Subsequent to September 30, 2026, we obtained the shareholders' approval for the sale of the Divested Business.
Disposition of Lodgepole area
During the nine months ended September 30, 2026, we completed a disposition of 54% WI and associated title rights in the Lodgepole area in Canada effective January 1, 2026, for a total cash consideration of C$12.8 million (US$9.3 million). As part of the disposition, we derecognized the asset retirement obligation attributed to Lodgepole area totaling C$17.5 million (US$12.8 million) on an undiscounted basis and C$9.0 million (US$6.6 million) on a discounted basis. No gain or loss was recognized in the statement of operations as the disposal did not materially change the relationship between capital costs and the proved reserves of oil and natural gas assets.
Disposition of Simonette area
During the nine months ended September 30, 2026, we disposed of the entire working interest and associated title rights in the Simonette Montney area in Canada effective January 1, 2026, for total cash consideration of C$66.3 million (US$48.6 million). No gain or loss was recognized in the statement of operations because the disposal did not materially change the relationship between capital costs and the proved reserves of oil and natural gas assets.
Partnership with Ecopetrol S.A.
During the nine months ended September 30, 2026, we entered into a strategic partnership with Ecopetrol S.A. to earn, subject to regulatory approvals and conditions precedent, a 49% WI in the Tisquirama Block in Colombia. Under the terms of the agreement, we have committed to fund approximately $47.1 million of a $92.4 million gross capital program over 40 months, including a minimum Phase 1 investment of $15.0 million. Upon completion of Phase 1, we will be entitled to 49% of production and are expected to assume operatorship. On May 27, 2026, we satisfied all outstanding conditions precedent to the partnership agreement and received regulatory approval.
Exploration, Development and Production Sharing Agreement ("EDPSA")
During the nine months ended September 30, 2026, we, through our wholly owned subsidiary, Gran Tierra Energy (Azerbaijan) GmbH, entered into a EDPSA with the State Oil Company of Azerbaijan Republic ("SOCAR"), providing for a 65% participating interest to us and a 35% participating interest to SOCAR. The PSA provides for a five-year exploration phase and, in the event of a commercial crude oil discovery, a 25-year development phase, with minimum work commitments during the exploration period to be completed within 36 months. These commitments include, among others, the acquisition of 250 square kilometers of 3D seismic data, the drilling of two exploration wells, and the conduct of geological and environmental impact studies. We have the right to relinquish the entire contract area during the exploration phase upon fulfillment of our exploration commitments, subject to 90 days' prior notice to SOCAR.
Derivative positions
As at September 30, 2026, we had outstanding commodity price derivative positions as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
Type of Instrument
|
Start Period
|
End Period
|
Volume
bbl/d
|
Reference
|
Sold Put (C$/bbl or $/bbl Weighted Average)
|
Purchased Put (C$/bbl or $/bbl Weighted Average)
|
Sold Call
(C$/bbl or $/bbl Weighted Average)
|
Premium (C$/bbl or $/bbl Weighted Average)
|
|
Collar
|
10/01/26
|
12/31/26
|
500
|
|
WTI CMA
|
-
|
|
C$
|
70.00
|
|
C$
|
92.47
|
|
-
|
|
|
Put Option
|
10/01/26
|
12/31/26
|
500
|
|
Brent
|
-
|
|
60.00
|
|
-
|
|
4.30
|
|
|
Three Way
|
10/01/26
|
12/31/26
|
500
|
|
WTI CMA
|
C$
|
60.00
|
|
C$
|
70.00
|
|
C$
|
107.00
|
|
C$
|
1.90
|
|
|
Put Spread
|
10/01/26
|
12/31/26
|
5,000
|
|
Brent
|
45.00
|
|
55.00
|
|
-
|
|
21.64
|
|
|
Three Way
|
10/01/26
|
12/31/26
|
9,000
|
|
Brent
|
50.33
|
|
60.33
|
|
72.49
|
|
-
|
|
|
Three Way
|
01/01/27
|
03/31/27
|
3,000
|
|
Brent
|
58.33
|
|
71.67
|
|
89.55
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural Gas
|
|
Type of Instrument
|
Start Period
|
|
End Period
|
Volume,
GJ/day
|
|
Reference
|
|
Sold Swap (C$/GJ, Weighted Average)
|
|
Purchased Put (C$/GJ, Weighted Average)
|
|
Sold Call
(C$/GJ, Weighted Average)
|
|
Swap
|
10/01/26
|
|
12/31/26
|
6,739
|
|
|
Aeco 5A
|
|
C$
|
2.71
|
|
|
-
|
|
|
-
|
|
Subsequent to the period ended September 30, 2026, the Company entered into the following commodity price derivative positions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil
|
|
Type of Instrument
|
Start Period
|
End Period
|
Volume
bbl/d
|
Reference
|
Sold Put ($/bbl Weighted Average)
|
Purchased Put ($/bbl Weighted Average)
|
Sold Call
($/bbl Weighted Average)
|
Premium ($/bbl Weighted Average)
|
|
Three Way
|
01/01/2027
|
03/31/27
|
5,000
|
|
Brent
|
80.00
|
|
95.00
|
|
111.00
|
|
-
|
|
As at September 30, 2026, we had no outstanding foreign currency exchange derivative positions.
Cash Flows
The following table presents our primary sources and uses of cash and cash equivalents and restricted cash and cash equivalents for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
(Thousands of U.S. Dollars)
|
2026
|
2025
|
|
Sources of cash and cash equivalents:
|
|
|
|
Net loss
|
$
|
(136,726)
|
|
$
|
(51,971)
|
|
|
Adjustments to reconcile net loss to Adjusted EBITDA(1) and funds flow from operations(1)
|
|
|
|
DD&A expenses
|
196,599
|
|
205,818
|
|
|
Transaction costs
|
4,887
|
|
-
|
|
|
Interest expense
|
98,229
|
|
73,048
|
|
|
Severance
|
2,563
|
|
-
|
|
|
Income tax recovery
|
(31,682)
|
|
(3,075)
|
|
|
Non-cash lease expenses
|
4,423
|
|
4,648
|
|
|
Lease payments
|
(4,885)
|
|
(4,686)
|
|
|
Foreign exchange loss
|
6,280
|
|
7,838
|
|
|
Stock-based compensation expense
|
46,384
|
|
172
|
|
|
Financial instruments loss (gain)
|
42,455
|
|
(964)
|
|
|
Other (gain) loss
|
(1,425)
|
|
355
|
|
|
Adjusted EBITDA(1)
|
227,102
|
|
231,183
|
|
|
Transaction costs
|
(4,887)
|
|
-
|
|
|
Current income tax expense
|
(19,476)
|
|
(14,482)
|
|
|
Contractual interest and other financing expenses (net of non-cash interest and Senior Notes exchange fees)
|
(53,380)
|
|
(60,864)
|
|
|
Realized foreign exchange loss
|
(12,044)
|
|
(4,902)
|
|
|
Severance
|
(2,563)
|
|
-
|
|
|
Funds flow from operations(1)
|
134,752
|
|
150,935
|
|
|
Proceeds from debt, net of issuance costs
|
10,895
|
|
48,921
|
|
|
Proceeds from exercise of stock options
|
759
|
|
40
|
|
|
Proceeds from disposition of property, plant and equipment
|
57,944
|
|
7,500
|
|
|
Deposit on sale of oil business in Colombia and Ecuador
|
50,000
|
|
-
|
|
|
Proceeds from assets exchange
|
583
|
|
-
|
|
|
Net changes in assets and liabilities from operating activities
|
138,518
|
|
9,867
|
|
|
Foreign exchange gain on cash, and cash equivalents and restricted cash and cash equivalents
|
2,815
|
|
-
|
|
|
|
396,266
|
|
217,263
|
|
|
|
|
|
|
Uses of cash and cash equivalents:
|
|
|
|
Additions to property, plant and equipment
|
(148,110)
|
|
(218,155)
|
|
|
Repayment of long-term debt
|
(10,870)
|
|
(7,743)
|
|
|
Re-purchase of Senior Notes
|
(21,569)
|
|
(1,712)
|
|
|
Senior Notes exchange fees
|
(13,509)
|
|
-
|
|
|
Repayment of Senior Notes
|
(125,000)
|
|
(24,828)
|
|
|
Re-purchase of shares of Common Stock
|
-
|
|
(3,466)
|
|
|
Settlement of asset retirement obligations
|
(3,055)
|
|
(4,746)
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease payments
|
(15,904)
|
|
(8,473)
|
|
|
Foreign exchange loss on cash, and cash equivalents and restricted cash and cash equivalents
|
-
|
|
(1,299)
|
|
|
|
(338,017)
|
|
(270,422)
|
|
|
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents
|
$
|
58,249
|
|
$
|
(53,159)
|
|
(1) Adjusted EBITDA and funds flow from operations are non-GAAP measures which do not have any standardized meaning prescribed under GAAP. Refer to footnote 2 "Non-GAAP measures" in "Financial and Operational Highlights" for a definition and reconciliation of this measure.
One of the primary sources of variability in our cash flows from operating activities is the fluctuation in oil prices. Sales volume changes, costs related to operations and debt transactions also impact cash flows. Our cash flows from operating activities are also impacted by foreign currency exchange rate changes. During the three and nine months ended September 30, 2026, funds flow from operations decreased by 24% and 11%, respectively, compared to the corresponding periods of 2025, due to lower sales volumes, higher quality and transportation discounts, higher cash settlements on derivative instruments and higher realized foreign exchange loss, partially offset by an increase in benchmark oil prices and lower operating expenses.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are disclosed in Item 7 of our 2025 Annual Report on Form 10-K and have not changed materially since the filing of that document.