Vista Energy, S.A.B. de C.V 6-K, filed Feb 22, 2022
Vista Energy, S.A.B. de C.V. (VIST)
About this 6-K
Vista Energy, S.A.B. de C.V filed this 6-K on February 22, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER SECURITIES EXCHANGE ACT OF 1934
For the month of February 2022
Commission File No. 001-39000
Vista Oil & Gas, S.A.B. de C.V.
(Exact Name of the Registrant as Specified in the Charter)
N.A.
(Translation of Registrant’s Name into English)
Pedregal 24, Floor 4,
Colonia Molino del Rey, Alcaldía Miguel Hidalgo,
Mexico City, 11040
Mexico
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
Contents of this Form 6-K
This Form 6-K for Vista Oil & Gas, S.A.B. de C.V. (“Vista” or the “Company”) contains the following exhibit:
Exhibit 1: Unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020.
Forward-Looking Statements
Any statements contained herein regarding Vista that are not historical or current facts are forward-looking statements. These forward-looking statements convey Vista’s current expectations or forecasts of future events. Forward-looking statements regarding Vista involve known and unknown risks, uncertainties and other factors that may cause Vista’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and other applicable sections of Vista’s prospectus filed with the United States Securities and Exchange Commission (“SEC”) and other applicable filings with the SEC and the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores).
Enquiries:
Investor Relations
ir@vistaoilandgas.com
Mexico: +52 55 4166 9000
Argentina: +54 11 3754 8500
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 22, 2022
| VISTA OIL & GAS, S.A.B. DE C.V. | ||||
| By: | /s/ Alejandro Cherñacov | |||
| Name: | Alejandro Cherñacov | |||
| Title: | Strategic Planning and Investor Relations Officer | |||
Exhibit 1
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
TABLE OF CONTENTS
| • Unaudited interim condensed consolidated statements of profit or loss and other comprehensive income for the years and for the three-month periods ended December 31, 2021 and 2020 |
3 | |||
| • Unaudited interim condensed consolidated statements of financial position as of December 31, 2021 and 2020 |
4 | |||
| • Unaudited interim condensed consolidated statements of changes in equity for the years ended December 31, 2021 and 2020 |
5 | |||
| • Unaudited interim condensed consolidated statements of cash flows for the years and for the three-month periods ended December 31, 2021 and 2020 |
7 | |||
| • Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020 |
9 | |||
2
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of profit or loss and other comprehensive income for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars)
| Notes | Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
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| Revenue from contracts with customers |
4 | 652,187 | 273,938 | 196,004 | 79,536 | |||||||||||||
| Cost of sales: |
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| Operating costs |
5.1 | (107,123 | ) | (88,018 | ) | (30,311 | ) | (22,589 | ) | |||||||||
| Crude oil stock fluctuation |
5.2 | (905 | ) | 3,095 | (1,362 | ) | 5,529 | |||||||||||
| Depreciation, depletion and amortization |
12/13/14 | (191,313 | ) | (147,674 | ) | (46,886 | ) | (44,883 | ) | |||||||||
| Royalties |
(86,241 | ) | (38,908 | ) | (25,858 | ) | (12,009 | ) | ||||||||||
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| Gross profit |
266,605 | 2,433 | 91,587 | 5,584 | ||||||||||||||
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| Selling expenses |
6 | (42,748 | ) | (24,023 | ) | (11,865 | ) | (6,137 | ) | |||||||||
| General and administrative expenses |
7 | (45,858 | ) | (33,918 | ) | (14,764 | ) | (7,259 | ) | |||||||||
| Exploration expenses |
8 | (561 | ) | (646 | ) | (124 | ) | (106 | ) | |||||||||
| Other operating income |
9.1 | 23,285 | 5,573 | 5,477 | 342 | |||||||||||||
| Other operating expenses |
9.2 | (4,214 | ) | (4,989 | ) | (2,317 | ) | (761 | ) | |||||||||
| Reversal / (Impairment) of long- lived assets |
2.4.2 | 14,044 | (14,438 | ) | 14,044 | (9,484 | ) | |||||||||||
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| Operating profit / (loss) |
210,553 | (70,008 | ) | 82,038 | (17,821 | ) | ||||||||||||
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| Interest income |
10.1 | 65 | 822 | 23 | 19 | |||||||||||||
| Interest expense |
10.2 | (50,660 | ) | (47,923 | ) | (9,330 | ) | (14,224 | ) | |||||||||
| Other financial results |
10.3 | (7,194 | ) | 4,247 | (1,013 | ) | 779 | |||||||||||
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| Financial results, net |
(57,789 | ) | (42,854 | ) | (10,320 | ) | (13,426 | ) | ||||||||||
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| Profit / (loss) before income tax |
152,764 | (112,862 | ) | 71,718 | (31,247 | ) | ||||||||||||
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| Current income tax (expense) / benefit |
15 | (62,419 | ) | (184 | ) | (15,162 | ) | 25 | ||||||||||
| Deferred income tax (expense) / benefit |
15 | (39,695 | ) | 10,297 | (21,001 | ) | 17,410 | |||||||||||
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| Income tax (expense) / benefit |
(102,114 | ) | 10,113 | (36,163 | ) | 17,435 | ||||||||||||
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| Profit / (loss) for the year / period, net |
50,650 | (102,749 | ) | 35,555 | (13,812 | ) | ||||||||||||
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| Other comprehensive income |
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| Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
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| - (Loss) / profit from actuarial remediation related to defined benefit plans |
25 | (4,513 | ) | 460 | (1,463 | ) | 15 | |||||||||||
| - Deferred income tax benefit / (expense) |
15 | 2,048 | (114 | ) | 512 | (4 | ) | |||||||||||
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| Other comprehensive income that shall not be reclassified to profit or loss in subsequent periods |
(2,465 | ) | 346 | (951 | ) | 11 | ||||||||||||
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| Other comprehensive income for the year / period, net of taxes |
(2,465 | ) | 346 | (951 | ) | 11 | ||||||||||||
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| Total comprehensive profit / (loss) for the year / period |
48,185 | (102,403 | ) | 34,604 | (13,801 | ) | ||||||||||||
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| Earnings / (loss) per share |
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| Basic (in US dollars per share) |
11 | 0.574 | (1.175 | ) | 0.402 | (0.157 | ) | |||||||||||
| Diluted (in US dollars per share) |
11 | 0.543 | (1.175 | ) | 0.374 | (0.157 | ) | |||||||||||
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
3
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of financial position as of December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars)
| Notes | As of December 31, 2021 |
As of December 31, 2020 |
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| Assets |
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| Noncurrent assets |
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| Property, plant and equipment |
12 | 1,223,982 | 1,002,258 | |||||||
| Goodwill |
13 | 28,416 | 28,484 | |||||||
| Other intangible assets |
13 | 3,878 | 21,081 | |||||||
| Right-of-use assets |
14 | 26,454 | 22,578 | |||||||
| Investments in associates |
2,977 | — | ||||||||
| Trade and other receivables |
16 | 20,210 | 29,810 | |||||||
| Deferred income tax assets |
2,771 | 565 | ||||||||
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| Total noncurrent assets |
1,308,688 | 1,104,776 | ||||||||
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| Current assets |
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| Inventories |
18 | 13,961 | 13,870 | |||||||
| Trade and other receivables |
16 | 46,096 | 51,019 | |||||||
| Cash, bank balances and other short-term investments |
19 | 315,013 | 202,947 | |||||||
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| Total current assets |
375,070 | 267,836 | ||||||||
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| Total assets |
1,683,758 | 1,372,612 | ||||||||
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| Equity and liabilities |
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| Equity |
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| Capital stock |
20 | 586,706 | 659,400 | |||||||
| Share-based payments |
31,601 | 23,046 | ||||||||
| Other accumulated comprehensive losses |
(5,976 | ) | (3,511 | ) | ||||||
| Accumulated losses |
(47,072 | ) | (170,417 | ) | ||||||
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| Total equity |
565,259 | 508,518 | ||||||||
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| Liabilities |
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| Noncurrent liabilities |
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| Deferred income tax liabilities |
175,420 | 135,567 | ||||||||
| Lease liabilities |
14 | 19,408 | 17,498 | |||||||
| Provisions |
21 | 29,657 | 23,909 | |||||||
| Borrowings |
17.1 | 447,751 | 349,559 | |||||||
| Warrants |
17.4 | 2,544 | 362 | |||||||
| Employee benefits |
25 | 7,822 | 3,461 | |||||||
| Trade and other payables |
24 | 50,159 | — | |||||||
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| Total noncurrent liabilities |
732,761 | 530,356 | ||||||||
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| Current liabilities |
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| Provisions |
21 | 2,880 | 2,084 | |||||||
| Lease liabilities |
14 | 7,666 | 6,183 | |||||||
| Borrowings |
17.1 | 163,222 | 190,227 | |||||||
| Salaries and payroll taxes |
22 | 17,491 | 11,508 | |||||||
| Income tax liability |
44,625 | — | ||||||||
| Other taxes and royalties |
23 | 11,372 | 5,117 | |||||||
| Trade and other payables |
24 | 138,482 | 118,619 | |||||||
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| Total current liabilities |
385,738 | 333,738 | ||||||||
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| Total liabilities |
1,118,499 | 864,094 | ||||||||
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| Total equity and liabilities |
1,683,758 | 1,372,612 | ||||||||
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Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
4
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated statement of changes in equity for the year ended December 31, 2021
(Amounts expressed in thousands of US Dollars)
| Capital stock | Share-based payments |
Other accumulated comprehensive losses |
Accumulated losses | Total equity | ||||||||||||||||
| Amounts as of December 31, 2020 |
659,400 | 23,046 | (3,511 | ) | (170,417 | ) | 508,518 | |||||||||||||
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| Profit for the year |
— | — | — | 50,650 | 50,650 | |||||||||||||||
| Other comprehensive income for the year |
— | — | (2,465 | ) | — | (2,465 | ) | |||||||||||||
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| Total comprehensive income |
— | — | (2,465 | ) | 50,650 | 48,185 | ||||||||||||||
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| Share-based payments (1) |
1 | 8,555 | — | — | 8,556 | |||||||||||||||
| Reduction of share capital adopted at the Ordinary General Shareholders’ meeting on December 14, 2021 (see Note 20) |
(72,695 | ) | — | — | 72,695 | — | ||||||||||||||
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| Amounts as of December 31, 2021 |
586,706 | 31,601 | (5,976 | ) | (47,072 | ) | 565,259 | |||||||||||||
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| (1) | Including 10,592 share-based payment expenses (Note 7), net of tax charges. |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
5
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated statement of changes in equity for the year ended December 31, 2020
(Amounts expressed in thousands of US Dollars)
| Capital stock | Share-based payments |
Other accumulated comprehensive losses |
Accumulated losses | Total equity | ||||||||||||||||
| Amounts as of December 31, 2019 |
659,399 | 15,842 | (3,857 | ) | (67,668 | ) | 603,716 | |||||||||||||
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| Loss for the year |
— | — | — | (102,749 | ) | (102,749 | ) | |||||||||||||
| Other comprehensive income for the year |
— | — | 346 | — | 346 | |||||||||||||||
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| Total comprehensive (loss) |
— | — | 346 | (102,749 | ) | (102,403 | ) | |||||||||||||
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| Share-based payments (1) |
1 | 7,204 | — | — | 7,205 | |||||||||||||||
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| Amounts as of December 31, 2020 |
659,400 | 23,046 | (3,511 | ) | (170,417 | ) | 508,518 | |||||||||||||
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| (1) | Including 10,494 share-based payment expenses (Note 7), net of tax charges. |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
6
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated statements of cash flows for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars)
| Notes | Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
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| Cash flows from operating activities |
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| Profit / (loss) for the year / period, net |
50,650 | (102,749 | ) | 35,555 | (13,812 | ) | ||||||||||||
| Adjustments to reconcile net cash flows |
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| Items related to operating activities: |
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| Allowance / (Reversal) of the expected credit loss |
6 | 406 | (22 | ) | 406 | — | ||||||||||||
| Net changes in foreign exchange rate |
10.3 | (14,328 | ) | (3,068 | ) | (3,587 | ) | (4,146 | ) | |||||||||
| Discount for well plugging and abandonment |
10.3 | 2,546 | 2,584 | 738 | 621 | |||||||||||||
| Net increase in provisions |
9.2 | 1,930 | 103 | 698 | 14 | |||||||||||||
| Interest expense on lease liabilities |
10.3 | 1,079 | 1,641 | 324 | 533 | |||||||||||||
| Discount of assets and liabilities at present value |
10.3 | 2,300 | 3,432 | 4,958 | 1,406 | |||||||||||||
| Share-based payments |
7 | 10,592 | 10,494 | 2,494 | 2,751 | |||||||||||||
| Employee benefits |
25 | 247 | 250 | 84 | 46 | |||||||||||||
| Income tax expense / (benefit) |
15 | 102,114 | (10,113 | ) | 36,163 | (17,435 | ) | |||||||||||
| Items related to investing activities: |
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| Depreciation and depletion |
12/14 | 187,858 | 145,106 | 46,076 | 44,142 | |||||||||||||
| Amortization of intangible assets |
13 | 3,455 | 2,568 | 810 | 741 | |||||||||||||
| (Reversal) / Impairment of long-lived assets |
2.4.2 | (14,044 | ) | 14,438 | (14,044 | ) | 9,484 | |||||||||||
| Interest income |
10.1 | (65 | ) | (822 | ) | (23 | ) | (19 | ) | |||||||||
| Gain from farmout agreement |
9.1 | (9,050 | ) | — | (4,525 | ) | — | |||||||||||
| Changes in the fair value of financial assets |
10.3 | (5,061 | ) | 645 | 1,198 | 475 | ||||||||||||
| Gain from assets disposal |
9.1 | (9,999 | ) | — | — | — | ||||||||||||
| Bargain purchase on business combination |
9.1/29 | — | (1,383 | ) | — | (1,383 | ) | |||||||||||
| Items related to financing activities: |
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| Interest expense |
10.2 | 50,660 | 47,923 | 9,330 | 14,224 | |||||||||||||
| Changes in the fair value of warrants |
10.3 | 2,182 | (16,498 | ) | (7,096 | ) | 107 | |||||||||||
| Amortized cost |
10.3 | 4,164 | 2,811 | 630 | 838 | |||||||||||||
| Impairment of financial assets |
10.3 | — | 4,839 | — | — | |||||||||||||
| Remeasurements in borrowing |
10.3 | 19,163 | — | 7,144 | — | |||||||||||||
| Changes in working capital: |
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| Trade and other receivables |
7,472 | 3,915 | 18,708 | (13,328 | ) | |||||||||||||
| Inventories |
908 | (2,861 | ) | 1,360 | (5,197 | ) | ||||||||||||
| Trade and other payables |
16,209 | 2,397 | (2,528 | ) | 6,326 | |||||||||||||
| Payments of employee benefits |
25 | (399 | ) | (798 | ) | (64 | ) | (206 | ) | |||||||||
| Salaries and payroll taxes |
3,929 | (2,570 | ) | 4,480 | 2,309 | |||||||||||||
| Other taxes and royalties |
(7,311 | ) | (2.080 | ) | 1,926 | (312 | ) | |||||||||||
| Provisions |
(1,918 | ) | (1,672 | ) | (1,501 | ) | (622 | ) | ||||||||||
| Income tax payment |
(4,296 | ) | (4,731 | ) | (866 | ) | (544 | ) | ||||||||||
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| Net cash flows provided by operating activities |
401,393 | 93,779 | 138,848 | 27,013 | ||||||||||||||
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| Cash flows from investing activities: |
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| Payments for acquisitions of property, plant and equipment |
(321,286 | ) | (153,257 | ) | (79,656 | ) | (54,914 | ) | ||||||||||
| Payments for acquisitions of other intangible assets |
13 | (1,611 | ) | (3,664 | ) | (502 | ) | (957 | ) | |||||||||
| Payments for acquisitions of interests in associates |
(2,977 | ) | — | (900 | ) | — | ||||||||||||
| Payments received from assets disposal (1) |
1.2.2/1.2.3 | 14,150 | — | — | — | |||||||||||||
| Cash from the acquisition of AFBN assets |
1.2.4 | 6,203 | — | — | — | |||||||||||||
| Payments received from farmout agreement |
1.2.1 | 10,000 | — | 5,000 | — | |||||||||||||
| Interest received |
65 | 822 | 23 | 19 | ||||||||||||||
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| Net cash flows (used in) investing activities |
(295,456 | ) | (156,099 | ) | (76,035 | ) | (55,852 | ) | ||||||||||
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7
VISTA OIL & GAS, S.A.B. DE C.V.
Unaudited interim condensed consolidated statement of cash flows for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars)
| Notes | Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
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| Cash flows from financing activities: |
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| Proceeds from borrowing |
17.2 | 358,093 | 201,728 | — | 27,763 | |||||||||||||
| Payment of borrowing’s costs |
17.2 | (3,326 | ) | (2,259 | ) | — | (187 | ) | ||||||||||
| Payment of borrowing’s principal |
17.2 | (284,695 | ) | (98,761 | ) | (1,593 | ) | (8,389 | ) | |||||||||
| Payment of borrowing’s interests |
17.2 | (54,636 | ) | (43,756 | ) | (3,748 | ) | (8,100 | ) | |||||||||
| Payment of lease |
14 | (8,911 | ) | (9,067 | ) | (2,788 | ) | (2,261 | ) | |||||||||
| Payment of other financial liabilities, net of restricted cash and cash equivalents |
— | (16,993 | ) | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net cash flow provided by (used in) financing activities |
6,525 | 30,892 | (8,129 | ) | 8,826 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Net increase / (decrease) in cash and cash equivalents |
112,462 | (31,428 | ) | 54,684 | (20,013 | ) | ||||||||||||
| Cash and cash equivalents at beginning of year / period |
19 | 201,314 | 234,230 | 261,424 | 222,365 | |||||||||||||
| Effect of exposure to changes in the foreign currency rate of cash and cash equivalents |
(2,559 | ) | (1,488 | ) | (4,891 | ) | (1,038 | ) | ||||||||||
| Net increase / (decrease) in cash and cash equivalents |
112,462 | (31,428 | ) | 54,684 | (20,013 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Cash and cash equivalents at end of year / period |
19 | 311,217 | 201,314 | 311,217 | 201,314 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Significant transactions that generated no cash flows |
||||||||||||||||||
| Acquisition of property, plant and equipment through increase in trade and other payables |
80,321 | 82,298 | 80,321 | 82,298 | ||||||||||||||
| Acquisition of AFBN assets |
12/1.2.4 | 69,693 | — | — | — | |||||||||||||
| Acquisition of Mexico’s exploration assets |
1.2.3 | 6,174 | — | — | — | |||||||||||||
| Disposal of Mexico’s exploration assets |
1.2.3 | (5,126 | ) | — | — | — | ||||||||||||
| Changes in well plugging and abandonment with an impact in property, plant and equipment |
2,112 | (366 | ) | 3,899 | 2,724 | |||||||||||||
| (1) | Including 15,000 received for the transfer of working interests in Coirón Amargo Sur Oeste (“CASO”) concession net of 850 from payments related to the transfer of Mexico’s exploration assets. |
Notes 1 through 31 are an integral part of these unaudited interim condensed consolidated financial statements.
8
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 1. Group information
1.1 Company general information, structure and activities
Vista Oil & Gas, S.A.B. de C.V. (“VISTA”, the “Company” or the “Group”) was organized as variable-capital stock company on March 22, 2017, under the laws of the United Mexican States (“Mexico”). The Company adopted the public corporation or “Sociedad Anónima Bursátil” (“S.A.B.”), on July 28, 2017.
Moreover, it is listed on the New York Stock Exchange (“NYSE”) under ticker symbol “VIST” as from July 26, 2019.
Its main office is located in the City of Mexico, Mexico, at Pedregal 24, floor 4, Colonia Molino del Rey, Alcaldía Miguel Hidalgo, zip code 11040.
Through its subsidiaries, the Company engages in oil and gas exploration and production (upstream segment).
These unaudited interim condensed consolidated financial statements were approved for publication by the Board of Directors on February 22, 2022.
Other than mentioned in Note 1.2 there were no changes in the Group’s structure and activities as from the date of issuance of the annual consolidated financial statements as of December 31, 2020.
1.2 Significant transactions for the period
1.2.1 Joint investment agreement (“farmout agreement”) signed with Trafigura Argentina S.A. (“Trafigura”) in Bajada del Palo Oeste area
On June 28, 2021, the Company, through its subsidiary Vista Oil & Gas Argentina S.A.U. (“Vista Argentina”) entered into a farmout agreement with Trafigura, whereby it undertook to develop, initially, 5 (five) pads made up of 4 (four) wells each in Bajada del Palo Oeste area.
By virtue of the farmout agreement, a joint venture was established and Trafigura was entitled to contractual rights for 20% of hydrocarbon output in the pads under the agreement and bear 20% of investment costs, as well as royalties, direct taxes, and remainder operating and midstream costs.
As part of the farmout agreement, Trafigura agreed to pay to Vista Argentina 25,000 as follows: a 5,000 down payment and then 4 (four) payments of 5,000 for each pad, which should be paid upon commencement of hydrocarbon production in pads 2 (two), 3 (three), 4 (four) and 5 (five) included in the farmout agreement, which should be validated by Trafigura.
Vista Argentina maintains the operation in Bajada del Palo Oeste and 100% of the ownership. It also maintains its rights over 80% of hydrocarbon output in relation to the pads included in the farmout agreement, and bear 80% of investment costs, as well as royalties, direct taxes, and remainder operating and midstream costs.
Moreover, Trafigura may hold interests in up to 2 (two) additional pads under the same terms and conditions.
As of December 31, 2021, Vista Argentina received two payments of 5,000 each; and recognized a gain of 9,050 in “Other operating income” under “Gain from farmout agreement” (see Note 9.1); and disposals of 882 and 68 in “Property, plant and equipment” and “Goodwill”, respectively (see Note 12 and 13).
Subsequent gains related to the development of pads 3 (three), 4 (four) and 5 (five) will be recognized according to the aforementioned terms and conditions.
1.2.2 Sale of working interests in CASO concession (“transfer of interest in CASO”)
The Company, through its subsidiary Vista Argentina, signed an assignment of rights agreement with Shell Argentina S.A., a subsidiary of Royal Dutch Shell plc. (“Shell”) to transfer 10% of its working interest in CASO concession (the “venture agreement”) for 21,500 payable as follows: (i) 15,000 in cash, and (ii) 6,500 as carry aimed at extending infrastructure works to secure water supply, which is operated by Shell and supplies Vista’s operations.
9
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
On June 24, 2021, the Province of Neuquén, through Decree No. 1,027/2021, approved the amendment of the venture agreement, to disclose the new interests. With the publication of the decree all agreed-upon conditions were met; therefore, Vista and Shell set July 2, 2021, as the transaction closing date.
As of December 31, 2021, the Company received 15,000; and recognized a gain of 9,788 in “Other operating income” under “Gain from assets disposal” (see Note 9.1); and a disposal of 11,784 in “Property, plant and equipment” (see Note 12).
1.2.3 Transfer of assets in Mexico to increase working interest to 100% in the CS-01 operated area (“transfer of Mexico’s exploration assets”)
On August 23, 2021, the Company through its subsidiary Vista Oil & Gas Holding II, S.A. de C.V. (“Vista Holding II”) completed an assets transfer to Jaguar Exploración y Producción 2.3., S.A.P.I. de C.V. (“Jaguar”) and Pantera Exploración y Producción 2.2., S.A.P.I. de C.V. (“Pantera”), as follow: (i) the acquisition of a 50% working interest in CS-01 (operated) area in addition to its 50% working interest, and (ii) the sale of its 50% working interest in TM-01 and A-10 (non-operating) area. This transaction was agreed based on the cumulative costs incurred in each area.
As a result of this transaction the Company agreed to offset its accounts receivable from and payable to Jaguar and Pantera by 5,501; and recognized a disposal of 5,126 in “Property, plant and equipment”; and a net addition of 673 in “Other intangible assets” (see Notes 12 and 13). These transactions did not generate cash flows.
The Company also paid consideration of 850, and it recognized a gain of 198 in “Other operating income” under “Gain from assets disposal” mainly arising from reimbursements of operational expenses (see Note 9.1).
1.2.4 Acquisition of 50% of non-operating working interest in the unconventional concessions of Aguada Federal and Bandurria Norte in Vaca Muerta (“acquisition of AFBN assets”).
On September 16, 2021, the Company through its subsidiary Vista Oil & Gas Holding I, S.A. de C.V. (“Vista Holding I”), acquired from ConocoPhillips Petroleum Holdings B.V. (“ConocoPhillips BV”): (i) 100% of the capital stock of ConocoPhillips Argentina Holding S.ár.l. (hereinafter “Vista Holding VII S.ár.l.”), a company organized in Luxembourg that owns 95% of the equity of ConocoPhillips Argentina Ventures S.R.L. (currently known as “AFBN S.R.L” or “AFBN”), and (ii) 5% of the capital stock of AFBN, thus acquiring 100% of AFBN’s shares.
AFBN owns 50% of non-operating working interests in concessions Aguada Federal and Bandurria Norte, which expire in 2050. These concessions are located in the Neuquén basin, Province of Neuquén, Argentina, with a surface of 50,462 acres, in Vaca Muerta. The assets have no pending investment commitments and; as the date of the transaction, were operated by Wintershall Dea Argentina S.A. (“Wintershall”), which owned the remainder 50%.
Under the transaction terms, Vista made no advance payments, but assumed the cost of carry for nominal value of 77,000 related to 50% of all investments to develop the acquired areas, which were related to Winterhsall’s interests and that expire on December 31, 2023. AFBN carried about 6,203 cash on hand and cash in banks as of the date of this transaction.
As of December 31, 2021, pursuant to Company accounting policies, this transaction was recognized as an asset acquisition, recording an oil and gas property for 69,693, mainly related to unconventional assets. These assets were booked at the cost of liabilities assumed under the carry agreement.
Moreover, on January 17, 2022, the Company, through its subsidiary Vista Argentina, acquired the rest of a 50% operated working interest in the Aguada Federal and Bandurria Norte concessions, from Wintershall (see Note 31).
10
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 2. Basis of preparation and significant accounting policies
2.1 Bases of preparation and presentation
The unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020 were prepared in accordance with International Accounting Standard (“IAS”) 34 – “Interim Financial Reporting”. The Company prepared its interim financial statements on a condensed basis pursuant to IAS 34. Certain explanatory notes are included to describe the events and transactions that are relevant to understand the changes in the financial position as of December 31, 2021, and the results of operations for the year ended December 31, 2021. Therefore, these interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read together with the Company’s annual consolidated financial statements as of December 31, 2020.
These unaudited interim condensed consolidated financial statements were prepared using the same accounting policies as used in preparing the Company’s consolidated financial statements as of December 31, 2020, except for the adoption of the new standards and interpretations effective as of January 1, 2021.
They were prepared on a historical cost basis, except for certain financial assets and liabilities that were measured at fair value. The figures contained herein are stated in US dollars (“US”) and are rounded to the nearest thousand, unless otherwise stated.
2.2 New accounting standards, amendments and interpretations issued by the IASB adopted by the Company
The Company did not opt for the early adoption of any standard, interpretation or amendment that has been issued but is not yet effective.
Amendments to IFRS 7, IFRS 9, IFRS 16 and IAS 39: Interest rate benchmark reform
The amendments provide temporary reliefs that address the financial reporting effects when an Interbank Offered Rate (“IBOR”) is replaced by an alternative risk-free (“RFR”) rate.
The amendments include the following alternative treatments:
| (i) | A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest; |
| (ii) | Allow the changes required by IBOR reform to be made as hedge designations; and |
| (iii) | Provide companies with a temporary relief from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. |
On December 28, 2021, the Company has agreed with financial entities, that in case of a replacement of a LIBOR rate, the interest rate to be applied will be replaced by the market rate to be published by relevant governmental body, plus a spread adjustment to be determined.
As of the date of these unaudited interim condensed consolidated financial statements there has not been any changes to the LIBOR rate, nevertheless the Company will continue to monitor any potential impact.
2.3 Basis of consolidation
These unaudited interim condensed consolidated financial statements contain the financial statements of the Company and its subsidiaries. Other than the transaction mentioned in Note 1.2.4 there were no changes in interest in Company subsidiaries during the year ended December 31, 2021.
2.4 Summary of significant accounting policies
2.4.1 Going concern
The Board oversees the Group’s cash position regularly and liquidity risk throughout the year to ensure that there are sufficient funds to meet expected financing, operating and investing requirements. Sensitivity tests are conducted to disclose the latest expense expectations, oil and gas prices and other factors so that the Group may manage risk.
11
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Considering the macroeconomic context, the result of operations and the Group’s cash position, as of December 31, 2021 and 2020, the Directors asserted, upon approving the financial statements, that the Group may reasonably be expected to fulfill its obligations in the foreseeable future. Therefore, these interim condensed consolidated financial statements were prepared on a going concern basis.
2.4.2 Impairment testing of goodwill and nonfinancial assets other than goodwill
Nonfinancial assets, including identifiable intangible assets, are tested for impairment at the lowest level in which there are separately identifiable cash flows largely independent of the cash flows of other groups of assets or Cash Generated Units (“CGUs”). To such end, oil and gas properties in Argentina were grouped into 4 (four) CGUs: (i) operated concessions of conventional oil and gas exploration and production; (ii) operated concessions of unconventional oil and gas exploration and production; (iii) non-operating concessions of conventional oil and gas exploration and production; and; (iv) non-operating concessions of unconventional oil and gas exploration and production. As of December 31, 2020, the Company also identified 2 (two) CGUs in Mexico: (i) non-operating concessions of conventional oil and gas exploration and production; and; (ii) operated concessions of conventional oil and gas exploration and production. Moreover, as of December 31, 2021, and after the transfer of assets the Company has just one CGU in Mexico: (i) operated concessions of conventional oil and gas exploration and production (see Note 1.2.3).
The Company conducts its impairment test of nonfinancial assets when there is an indication that the carrying amount may be impaired. Moreover, Goodwill is tested every December. The Company bases the impairment test on the calculation of value in use and reviews the relationship between the recoverable amount and the carrying amount of its assets.
As of December 31, 2020 the Company identified indications of impairment, but there were no impairment charges with respect to goodwill.
Related to nonfinancial assets other than goodwill, during the year ended as of December 31, 2020, the Company booked an impairment for 14,044 related CGU of operated concessions of conventional oil and gas exploration and production in Mexico, and 394 relating to CGU of non-operating concessions of conventional oil and gas exploration and production in Argentina.
Besides, for the three-month period ended December 31, 2020, the Company recognized an impairment for 14,044 mentioned above; and reversal in impairment for 3,437 related to the CGU of operated concessions of conventional oil and gas exploration and production; and 1,123 related to the CGU of non-operating concessions of conventional oil and gas exploration and production, both in Argentina.
As of December 31, 2021, the Company identified no indicators of impairment related with goodwill and nonfinancial assets other than goodwill. Moreover, recognized a reversal for 14,044 related to the CGU of operated concessions of conventional oil and gas exploration and production in Mexico, mainly driven by an increase in estimated recoverable volumes and an increase in oil and prices.
Main assumptions used
The Company’s calculation of the value in use related to the aforementioned CGUs is more sensitive to the following assumptions:
| As of December 31, 2021 |
||||||||
| Argentina | Mexico | |||||||
| Discount rates (after taxes) |
16.6 | % | 6.1 | % | ||||
| Discount rates (before taxes) |
19.0 | % | 10.0 | % | ||||
| Prices of crude oil, Liquefied Petroleum Gas (“LPG”) and natural gas |
||||||||
| Crude oil (US/bbl.) (1) |
||||||||
| 2022 |
73.0 | 65.8 | ||||||
| 2023 |
70.1 | 63.0 | ||||||
| 2024 |
70.5 | 63.5 | ||||||
| 2025 |
65.9 | 58.9 | ||||||
| As from 2026 |
64.6 | 58.9 | ||||||
12
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2021 |
||||||||
| Argentina | Mexico | |||||||
| Natural gas - local prices (US/MMBTU) (2) |
||||||||
| As from |
3.3 | 3.0 | ||||||
| LPG – local prices (US/tn.) |
||||||||
| As from |
300 | — | ||||||
| (1) | The prices correspond to Brent and Maya, for Argentina and Mexico, respectively. |
| (2) | Millions of British Themal Unit (“MMBTU”). |
2.5 Regulatory framework
2.5.1 General
2.5.1.1 COVID-19 pandemic
In 2020 and 2021 several measures were implemented to contain the health emergency caused by COVID-19 moving from mandatory lockdown to mandatory social distancing. This period may continue to be extended as long as is necessary, to mitigate the epidemiological situation.
| A- | Argentina |
2.5.2 Gas market
2.5.2.1 Program to promote the injection of natural gas surplus for reduced injection companies (“RI program”)
The RI program was introduced by the Secretariat of Energy (“SE”) in agreement with Resolution No. 60/13 of 2013. This program created price incentives to encourage producing companies’ adherence aimed at boosting natural gas production in Argentina, and LPG import fines in case of volume noncompliance. This resolution, amended by Resolutions No. 22/14 and No. 139/14, set forth a selling price ranging between 4 US/MMBTU and 7.5 US/MMBTU according to the production possibility curve.
On July 1, 2019, through Resolution No. 358/19, the SE advised the Company of the plan for settling the RI program-related receivable. According to such resolution, the Company’s receivable as of that date would be settled with government bonds (“natural gas program bonds”) denominated in US dollars to be amortized within a maximum term of 30 (thirty) instalments.
From the total bonds received by the Company, 4,140 program bonds were amortized during the year ended December 31, 2021. The Company carries no receivables from RI Program as of December 31, 2021, whereas plan receivables amount to 4,012 at present value (nominal value of 4,140) as of December 2020 (see Note 16).
2.5.2.2 Argentine promotion plan to stimulate natural gas production: 2020-2024 supply and demand system (“Gas IV Plan”)
On November 13, 2020, through Presidential Decree No. 892/2020, the Argentine Executive approved Gas IV Plan, whereby it declared that the promotion of natural gas production is both a matter of public interest and a priority.
Through Resolution No. 317/2020 of the SE, it invited natural gas producing companies to tender to be awarded 70 billion cubic meters (“bcm”)/day natural gas volume base per year, and an additional volume for each winter period.
On December 15, 2020, through Resolution No. 391/2020, the SE awarded volumes and prices, for which the Company entered into agreements with Compañía Administradora del Mercado Mayorista Eléctrico S.A. (“CAMMESA”), Integración Energética Argentina S.A. (“IEASA”) and other distribution licensees or sub distributors to supply natural gas for electric power generation and residential consumption, respectively.
The Company, through its subsidiary Vista Argentina, was awarded a base volume of 0.86 bcm/day, at an average price of 3.29 US/MMBTU p.a. for a four-year period as from January 1, 2021.
13
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
As of December 31, 2021, the Company received a net amount of 3,660 and the receivables related to such plan stand at 1,729 (see Note 16).
Moreover, the Company was also awarded 0.15 bcm/day for exports between January and April 2022 as the SE authorized 5 bcm/day of exports additional to the permits issued pursuant to SE Resolution No. 360/21.
Other than mentioned above, there have been no significant changes in Argentina’s regulatory framework during the year ended December 31, 2021. (For more information, see Note 2.5 to the annual consolidated financial statements as of December 31, 2020).
| B- | Mexico |
There have been no significant changes in Mexico’s regulatory framework during the year ended December 31, 2021. (For more information, see Note 2.5 to the annual consolidated financial statements as of December 31, 2020).
Note 3. Segment information
The Chief Operating Decision Maker (the “Committee” or “CODM”) is in charge of allocating resources and assessing the performance of the operating segment. It supervises operating profit / (loss) and the performance of the indicators related to its oil and gas properties on an aggregate basis to make decisions regarding the location of resources, negotiate with international suppliers and determine the method for managing contracts with customers.
The CODM considers as a single segment the exploration and production of crude oil, natural gas and LPG (including E&P commercial activities), through its own activities, subsidiaries and interests in joint operations and based on the nature of the business, customer portfolio and risks involved. The Company aggregated no segment as it has only one.
For the years ended December 31, 2021, and 2020, the Company generated 99% and 1% of its revenues related to assets located in Argentina and Mexico, respectively.
The accounting criteria used by the subsidiaries to measure profit or loss, assets and liabilities of the segments are consistent with those used in these unaudited interim condensed consolidated financial statements.
The following chart summarizes noncurrent assets per geographical area:
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Argentina |
1,260,851 | 1,086,308 | ||||||
| Mexico |
47,837 | 18,468 | ||||||
|
|
|
|
|
|||||
| Total noncurrent assets |
1,308,688 | 1,104,776 | ||||||
|
|
|
|
|
|||||
Note 4. Revenue from contracts with customers
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Goods sold |
652,187 | 273,938 | 196,004 | 79,536 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenue from contracts with customers |
652,187 | 273,938 | 196,004 | 79,536 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Recognized at a point in time |
652,187 | 273,938 | 196,004 | 79,536 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
4.1 Information broken down by revenue from contracts with customers
| Type of products |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
||||||||||||
| Revenues from crude oil sales |
593,060 | 236,596 | 182,088 | 72,461 | ||||||||||||
| Revenues from natural gas sales |
54,301 | 33,575 | 12,244 | 6,213 | ||||||||||||
| Revenues from LPG sales |
4,826 | 3,767 | 1,672 | 862 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenue from contracts with customers |
652,187 | 273,938 | 196,004 | 79,536 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
14
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| Distribution channels |
Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
||||||||||||
| Refineries |
410,904 | 141,672 | 111,543 | 60,692 | ||||||||||||
| Exports from crude oil |
182,156 | 94,924 | 70,545 | 11,769 | ||||||||||||
| Natural gas for electric power generation |
18,461 | 2,275 | 5,048 | 997 | ||||||||||||
| Retail natural gas distribution companies |
18,351 | 13,809 | 2,736 | 2,499 | ||||||||||||
| Industries (1) |
17,489 | 17,491 | 4,460 | 2,717 | ||||||||||||
| LPG sales |
4,826 | 3,767 | 1,672 | 862 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenue from contracts with customers |
652,187 | 273,938 | 196,004 | 79,536 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | During the year and for the three-month period ended December 31, 2021, including 169 related to exports of natural gas. |
Note 5. Cost of sales
5.1 Operating costs
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Fees and compensation for services |
53,024 | 46,218 | 13,176 | 11,445 | ||||||||||||
| Salaries and payroll taxes |
16,591 | 12,593 | 5,729 | 3,493 | ||||||||||||
| Consumption of materials and spare parts |
15,912 | 11,181 | 5,283 | 3,036 | ||||||||||||
| Easements and fees |
9,572 | 8,222 | 2,561 | 1,778 | ||||||||||||
| Employee benefits |
4,877 | 3,867 | 1,437 | 1,061 | ||||||||||||
| Transport |
3,274 | 2,351 | 1,069 | 848 | ||||||||||||
| Other |
3,873 | 3,586 | 1,056 | 928 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating costs |
107,123 | 88,018 | 30,311 | 22,589 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
5.2 Crude oil stock fluctuation
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Crude oil stock at beginning of year / period (Note 18) |
6,127 | 3,032 | 6,584 | 598 | ||||||||||||
| Less: Crude oil stock at end of year / period (Note 18) |
(5,222 | ) | (6,127 | ) | (5,222 | ) | (6,127 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total crude oil stock fluctuation |
905 | (3,095 | ) | 1,362 | (5,529 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note 6. Selling expenses
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Transport |
19,554 | 10,395 | 5,509 | 2,776 | ||||||||||||
| Taxes, rates and contributions |
13,921 | 6,014 | 3,427 | 2,221 | ||||||||||||
| Tax on bank account transactions |
6,061 | 3,033 | 1,592 | 879 | ||||||||||||
| Fees and compensation for services (1) |
2,806 | 4,603 | 931 | 261 | ||||||||||||
| Allowance / (Reversal) of the expected credit loss |
406 | (22 | ) | 406 | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total selling expenses |
42,748 | 24,023 | 11,865 | 6,137 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Including 1,651 and 432 for crude storage during the year and for the three-month period ended December 31, 2021, and 4,367 and 202 during the year and for the three-month period ended December 31, 2020. |
15
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 7. General and administrative expenses
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Salaries and payroll taxes |
14,130 | 8,882 | 4,197 | 1,440 | ||||||||||||
| Share-based payments |
10,592 | 10,494 | 2,494 | 2,751 | ||||||||||||
| Employee benefits |
8,236 | 4,984 | 2,637 | 1,050 | ||||||||||||
| Fees and compensation for services |
7,412 | 6,466 | 2,700 | 1,313 | ||||||||||||
| Institutional promotion and advertising |
2,237 | 1,215 | 1,014 | 250 | ||||||||||||
| Taxes, rates and contributions |
1,311 | 740 | 925 | 230 | ||||||||||||
| Other |
1,940 | 1,137 | 797 | 225 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total general and administrative expenses |
45,858 | 33,918 | 14,764 | 7,259 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note 8. Exploration expenses
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Geological and geophysical expenses |
561 | 646 | 124 | 106 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total exploration expenses |
561 | 646 | 124 | 106 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note 9. Other operating income and expenses
9.1 Other operating income
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Gain from assets disposal (1) |
9,999 | — | — | — | ||||||||||||
| Gain from farmout agreement (Note 1.2.1) |
9,050 | — | 4,525 | — | ||||||||||||
| Other services charges (2) |
3,971 | 3,924 | 953 | 886 | ||||||||||||
| Bargain purchase on business combination (Note 29) |
— | 1,383 | — | 1,383 | ||||||||||||
| Other |
265 | 266 | (1 | ) | (1,927 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other operating income |
23,285 | 5,573 | 5,477 | 342 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Including (i) 9,788 related to the transfer of working interest in CASO; (ii) 198 related to the transfer of Mexico’s exploration assets, and; (iii) 13 related to the expiry of concession in Sur Río Deseado Este area (see Note 1.2.2, 1.2.3 and 28.1). |
| (2) | Services not directly related to the Company’s main activity. |
9.2 Other operating expenses
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Restructuring expenses (1) |
(2,281 | ) | (3,469 | ) | (1,619 | ) | (432 | ) | ||||||||
| Reorganization expenses |
(3 | ) | (1,417 | ) | — | (315 | ) | |||||||||
| Provision for environmental remediation |
(1,029 | ) | (463 | ) | (454 | ) | (185 | ) | ||||||||
| Provision for contingencies |
(652 | ) | (267 | ) | (278 | ) | (90 | ) | ||||||||
| (Allowance) / Reversal provision for materials and spare parts |
(249 | ) | 627 | 34 | 261 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other operating expenses |
(4,214 | ) | (4,989 | ) | (2,317 | ) | (761 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | The Company booked restructuring expenses including payments, fees and transaction costs related to the changes in the Group’s structure. |
16
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 10. Financial results
10.1 Interest income
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Financial interest |
65 | 822 | 23 | 19 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total interest income |
65 | 822 | 23 | 19 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
10.2 Interest expense
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Borrowing interests (Note 17.2) |
(50,660 | ) | (47,923 | ) | (9,330 | ) | (14,224 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total interest expense |
(50,660 | ) | (47,923 | ) | (9,330 | ) | (14,224 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
10.3 Other financial results
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Amortized cost (Note 17.2) |
(4,164 | ) | (2,811 | ) | (630 | ) | (838 | ) | ||||||||
| Changes in the fair value of warrants (Note 17.4.1) |
(2,182 | ) | 16,498 | 7,096 | (107 | ) | ||||||||||
| Net changes in foreign exchange rate |
14,328 | 3,068 | 3,587 | 4,146 | ||||||||||||
| Discount of assets and liabilities at present value |
(2,300 | ) | (3,432 | ) | (4,958 | ) | (1,406 | ) | ||||||||
| Impairment of financial assets |
— | (4,839 | ) | — | — | |||||||||||
| Changes in the fair value of financial assets |
5,061 | (645 | ) | (1,198 | ) | (475 | ) | |||||||||
| Interest expense on lease liabilities (Note 14) |
(1,079 | ) | (1,641 | ) | (324 | ) | (533 | ) | ||||||||
| Discount for well plugging and abandonment |
(2,546 | ) | (2,584 | ) | (738 | ) | (621 | ) | ||||||||
| Remeasurements in borrowing (1) (Note 17.2) |
(19,163 | ) | — | (7,144 | ) | — | ||||||||||
| Other |
4,851 | 633 | 3,296 | 613 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other financial results |
(7,194 | ) | 4,247 | (1,013 | ) | 779 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Related to borrowings in purchasing value units (“UVA”, by Spanish acronym) adjusted by the benchmark stabilization coefficient (“CER” , by Spanish acronym) |
Note 11. Earnings / (Loss) per share
a) Basic
Basic earnings (loss) per share is calculated by dividing the Company’s profit or loss by the weighted average number of ordinary shares outstanding during the year / period.
b) Diluted
Diluted earnings (loss) per share is calculated by dividing the Company’s profit or loss by the weighted average number of ordinary shares outstanding during the year / period, plus the weighted average of dilutive potential ordinary shares.
Potential ordinary shares will be considered dilutive when their conversion to ordinary shares may reduce earnings per share or increase losses per share. They will be considered antidilutive when their conversion to ordinary shares may result in an increase in earnings per share or a reduction in loss per share.
The calculation of diluted earnings (loss) per share does not involve a conversion; the exercise or other issue of shares that may have an antidilutive effect on loss per share, or when the exercise price is higher than the average price of ordinary shares during the period, no dilution effect is booked, as diluted earnings (loss) per share is equal to basic earnings (loss) per share.
17
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Profit / (loss) for the year / period, net |
50,650 | (102,749 | ) | 35,555 | (13,812 | ) | ||||||||||
| Weighted average number of ordinary shares |
88,242,621 | 87,473,056 | 88,473,206 | 87,705,968 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic earnings / (loss) per share (in US dollars per share) |
0.574 | (1.175 | ) | 0.402 | (0.157 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Profit / (loss) for the year / period, net |
50,650 | (102,749 | ) | 35,555 | (13,812 | ) | ||||||||||
| Weighted average number of ordinary shares |
93,273,978 | 87,473,056 | 95,190,469 | 87,705,968 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted earnings / (loss) per share (in US dollars per share) |
0.543 | (1.175 | ) | 0.374 | (0.157 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2021, the Company holds the following ordinary shares that, on the date of this unaudited interim condensed consolidated financial statements, are currently out of the money. Consequently, they are not included in the weighted average number of ordinary shares to calculate diluted profit / (loss) per share:
| i. | 21,666,667 Series A shares related to 65,000,000 Series A warrants; |
| ii. | 9,893,333 Series A shares related to 29,680,000 warrants; |
| iii. | 1,666,667 Series A shares related to 5,000,000 securities (Forward Purchase Agreement (“FPA”) and; |
| iv. | 3,957,518 Series A shares to be used in the Long-Term Incentive Plan (“LTIP”). |
There were no other transactions involving ordinary shares or dilutive potential ordinary shares between the reporting date and the date of authorization of these unaudited interim condensed consolidated financial statements.
18
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 12. Property, plant and equipment
The changes in property, plant and equipment for the year ended December 31, 2021 are as follows:
| Land and buildings |
Vehicles, machinery, facilities, computer hardware and furniture and fixtures |
Oil and gas properties |
Production wells and facilities |
Works in progress |
Materials and spare parts |
Total | ||||||||||||||||||||||
| Cost |
||||||||||||||||||||||||||||
| Amounts as of December 31, 2020 |
2,456 | 21,831 | 353,076 | 876,663 | 79,556 | 28,851 | 1,362,433 | |||||||||||||||||||||
| Additions |
253 | 106 | 30,076 | (1) | 7,343 | (3) | 287,815 | 28,626 | 354,219 | |||||||||||||||||||
| Transfers |
— | 2,111 | — | 296,624 | (269,161 | ) | (29,574 | ) | — | |||||||||||||||||||
| Disposals |
— | (665 | ) | (997 | )(2) | — | — | (107 | ) | (1,769 | ) | |||||||||||||||||
| Incorporation for the acquisition of AFBN assets (4) |
— | — | 69,693 | — | — | — | 69,693 | |||||||||||||||||||||
| Assets disposals (5) |
— | (313 | ) | (5,557 | ) | (5,931 | ) | (6,965 | ) | — | (18,766 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Amounts as of December 31, 2021 |
2,709 | 23,070 | 446,291 | 1,174,699 | 91,245 | 27,796 | 1,765,810 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Accumulated depreciation |
||||||||||||||||||||||||||||
| Amounts as of December 31, 2020 |
(276 | ) | (7,466 | ) | (33,373 | ) | (319,060 | ) | — | — | (360,175 | ) | ||||||||||||||||
| Depreciation |
(18 | ) | (3,915 | ) | (20,579 | ) | (159,637 | ) | — | — | (184,149 | ) | ||||||||||||||||
| Disposals |
— | 525 | 115 | (2) | — | — | — | 640 | ||||||||||||||||||||
| Assets disposals (5) |
— | 22 | 214 | 1,620 | — | — | 1,856 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Amounts as of December 31, 2021 |
(294 | ) | (10,834 | ) | (53,623 | ) | (477,077 | ) | — | — | (541,828 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net value |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Amounts as of December 31, 2021 |
2,415 | 12,236 | 392,668 | 697,622 | 91,245 | 27,796 | 1,223,982 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Amounts as of December 31, 2020 |
2,180 | 14,365 | 319,703 | 557,603 | 79,556 | 28,851 | 1,002,258 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| (1) | Related to transferred of “Exploration rights” of operated area CS-01 in Mexico from “Other intangible assets” (see Note 13). This transaction did not generate cash flows. |
| (2) | Related to the farmout agreement (see Note 1.2.1). |
| (3) | Including 2,112 related to the re-estimation of well plugging and abandonment. This transaction did not generate cash flows. |
| (4) | These additions did not generate cash flows (see Note 1.2.4). |
| (5) | Including 11,784 of net disposal for the transfer of working interest in CASO; and 5,126 related to the transfer of Mexico’s exploration assets that did not generate cash flows (see Note 1.2.2 and 1.2.3). |
19
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 13. Goodwill and other intangible assets
Below are the changes in goodwill and other intangible assets for the year ended December 31, 2021:
| Other intangible assets | ||||||||||||||||
| Goodwill | Software licenses |
Exploration rights |
Total | |||||||||||||
| Cost |
||||||||||||||||
| Amounts as of December 31, 2020 |
28,484 | 10,605 | 15,359 | 25,964 | ||||||||||||
| Additions |
— | 1,611 | — | 1,611 | ||||||||||||
| Disposals |
(68 | )(1) | — | (30,076 | )(2) | (30,076 | ) | |||||||||
| Acquisition of Mexico’s exploration assets |
— | — | 14,928 | (3) | 14,928 | |||||||||||
| Disposal of Mexico’s exploration assets |
— | — | (14,255 | )(3) | (14,255 | ) | ||||||||||
| Reversal of long-lived assets impairment |
— | — | 14,044 | (4) | 14,044 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amounts as of December 31, 2021 |
28,416 | 12,216 | — | 12,216 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Accumulated amortization |
||||||||||||||||
| Amounts as of December 31, 2020 |
— | (4,883 | ) | — | (4,883 | ) | ||||||||||
| Amortization |
— | (3,455 | ) | — | (3,455 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amounts as of December 31, 2021 |
— | (8,338 | ) | — | (8,338 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net value |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amounts as of December 31, 2021 |
28,416 | 3,878 | — | 3,878 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amounts as of December 31, 2020 |
28,484 | 5,722 | 15,359 | 21,081 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Related to the farmout agreement (see Note 1.2.1). |
| (2) | Related to exploration rights of operated area CS-01 in Mexico transferred to “Property, plant and equipment” (see Note 12). These transactions did not generate cash flows. |
| (3) | These transactions did not generate cash flows (see Note 1.2.3). |
| (4) | See Note 2.4.2. |
Note 14. Right-of-use assets and lease liabilities
The Company has lease contracts for various items of buildings, and plant and machinery, which were recognized under IFRS 16.
The Company recognizes right-of-use assets at the commencement date of the lease (i.e., on the date when the underlying asset is available for use). Right-of-use assets are measured at cost, net of the accumulated depreciation and impairment losses, and are adjusted by the remeasurement of lease liabilities.
Unless the Company is reasonably certain that it will obtain the ownership of the leased asset at the end of the lease term, recognized right-of-use assets are depreciated under the straight-line method during the shortest of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.
At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of the lease payments to be made during the lease term. After the commencement date, of lease liabilities will be increased to reflect the accumulation of interest and will be reduced by the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is an amendment, a change in the lease term, a change in the fixed or in-substance fixed payments or a change in the assessment to buy the underlying asset.
20
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
The carrying amount of the Company’s right-of-use assets and lease liabilities, as well as the changes for the year are detailed below:
| Right-of-use assets | Total lease liabilities |
|||||||||||||||
| Buildings | Plant and machinery |
Total | ||||||||||||||
| Amounts as of December 31, 2020 |
1,319 | 21,259 | 22,578 | (23,681 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Additions |
— | 7,162 | 7,162 | (7,162 | ) | |||||||||||
| Re-estimations |
367 | 1,958 | 2,325 | (2,242 | ) | |||||||||||
| Depreciation (1) |
(475 | ) | (5,136 | ) | (5,611 | ) | — | |||||||||
| Payments |
— | — | — | 8,911 | ||||||||||||
| Interest expenses (2) |
— | — | — | (2,900 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Amounts as of December 31, 2021 |
1,211 | 25,243 | 26,454 | (27,074 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Including the depreciation of drilling services capitalized as “works in progress” for 1,902. |
| (2) | Including drilling agreements capitalized as “works in progress” for 1,821. |
The Company applies the exemption to recognize short-term leases of machinery and equipment (i.e., leases for a term under 12 months as from the commencement date and do not contain a purchase option). The low-value asset exemption also applies to low-value office equipment items. The lease payments on short-term leases and leases of low-value assets are recognized as expenses under the straight-line method during the lease term.
Short-term and low-value lease agreements were recognized under “General and administrative expenses” in the statements of profit or loss and other comprehensive income for 152 and 131, for the years ended December 31, 2021 and 2020 respectively.
Note 15. Income tax
The most significant components of the income tax expense in the statements of profit or loss and other comprehensive income of these interim condensed consolidated financial statements are as follows:
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Income tax |
||||||||||||||||
| Current income tax |
(62,419 | ) | (184 | ) | (15,162 | ) | 25 | |||||||||
| Deferred income tax related to the origination and reversal of temporary differences |
(39,695 | ) | 10,297 | (21,001 | ) | 17,410 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income tax (expense) / benefit disclosed in the statement of profit or loss |
(102,114 | ) | 10,113 | (36,163 | ) | 17,435 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Deferred income tax charged to other comprehensive income |
2,048 | (114 | ) | 512 | (4 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total income tax (expense) / benefit |
(100,066 | ) | 9,999 | (35,651 | ) | 17,431 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
For the year ended December 31, 2021, the Company’s effective rate was 67%. The significant differences between the effective and statutory rate include (i) changes in the tax rate (see Note 30); (ii) the depreciation of the Argentine peso (“ARS”) with respect to the US dollar affecting the Company’s tax deductions of nonmonetary assets; and (iii) the application of the tax adjustment for inflation in Argentina (for more information see Note 33.1 to the annual consolidated financial statements as of December 31, 2020).
Current income tax liability
The reform introduced by Law No. 27,541 in Argentina set forth that for fiscal years beginning January 1, 2021, 100% of the adjustment for inflation should be deducted or levied in the year in which it is determined.
For the year ended December 31, 2021, as a consequence of the assessment of the adjustment for inflation, the income tax base of Vista Argentina, a Company subsidiary, increased considerably due to the disparity in the changes in the consumer price index (“IPC”, by Spanish acronym) and the exchange rate during such period.
21
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Therefore, pursuant to the judgment issued by the Argentine Supreme Court of Justice, the Company understands that the tax adjustment for inflation gives rise to infringements to constitutional rights, principles and guaranties because it levies artificial profit, raising the tax burden, which is constitutionally inadmissible.
In addition, Vista Argentina recognized the effects of inflation upon applying accumulated tax losses to the income tax base for 2021.
Note 16. Trade and other receivables
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Noncurrent |
||||||||
| Other receivables: |
||||||||
| Prepayments, tax receivables and others: |
||||||||
| Prepayments and other receivables |
15,236 | 9,884 | ||||||
| Value added tax (“VAT”) |
4,010 | 5,562 | ||||||
| Turnover tax |
765 | 789 | ||||||
| Income tax |
— | 11,995 | ||||||
| Minimum presumed income tax |
— | 1,034 | ||||||
|
|
|
|
|
|||||
| 20,011 | 29,264 | |||||||
| Financial assets: |
||||||||
| Loans to employees |
199 | 546 | ||||||
|
|
|
|
|
|||||
| 199 | 546 | |||||||
|
|
|
|
|
|||||
| Total noncurrent trade and other receivables |
20,210 | 29,810 | ||||||
|
|
|
|
|
|||||
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Current |
||||||||
| Trade: |
||||||||
| Oil and gas accounts receivable (net of allowance of expected credit loss) |
|
25,224 |
|
|
23,260 |
| ||
|
|
|
|
|
|||||
|
|
25,224 |
|
|
23,260 |
| |||
|
|
|
|
|
|||||
| Other receivables: |
||||||||
| Prepayments, tax credits and other: |
||||||||
| VAT |
|
9,131 |
|
|
17,022 |
| ||
| Prepaid expenses |
|
3,633 |
|
|
3,228 |
| ||
| Income tax |
|
860 |
|
|
254 |
| ||
| Turnover tax |
|
42 |
|
|
406 |
| ||
|
|
|
|
|
|||||
|
|
13,666 |
|
|
20,910 |
| |||
| Financial assets: |
||||||||
| Receivables from joint operations |
|
2,286 |
|
|
24 |
| ||
| Accounts receivable from third parties |
|
2,025 |
|
|
1,974 |
| ||
| Gas IV Plan (Note 2.5.2.2) |
|
1,729 |
|
|
— |
| ||
| Advances to directors and loans to employees |
|
491 |
|
|
499 |
| ||
| LPG price stability program |
|
293 |
|
|
322 |
| ||
| RI program (Note 2.5.2.1) |
|
— |
|
|
4,012 |
| ||
| Other |
|
382 |
|
|
18 |
| ||
|
|
|
|
|
|||||
|
|
7,206 |
|
|
6,849 |
| |||
|
|
|
|
|
|||||
| Other receivables |
|
20,872 |
|
|
27,759 |
| ||
|
|
|
|
|
|||||
| Total current trade and other receivables |
|
46,096 |
|
|
51,019 |
| ||
|
|
|
|
|
|||||
Due to the short-term nature of current trade and other receivables, it carrying amount is considered similar to its fair value. The fair values of noncurrent trade and other receivables do not differ significantly from it carrying amounts either.
In general, accounts receivable has a 15-day term for sales of oil and a 50-day term for sales of natural gas and LPG.
22
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
The Company sets up a provision for trade receivables when there is information showing that the debtor is facing severe financial difficulties or that there is no realistic probability of recovery, for example, when the debtor goes into liquidation or files for bankruptcy proceedings. Trade receivables that are derecognized are not subject to compliance activities. The Company recognized an allowance for expected credit losses of 100% against all trade receivables that are 90 days past due because based on its history these receivables are generally not recovered.
As of December 31, 2021 and 2020 provision for expected credit losses was recorder for 406 and 3 respectively.
As of the date of these interim condensed consolidated financial statements, maximum exposure to credit risk is related to the carrying amount of each class of accounts receivable.
Note 17. Financial assets and liabilities
17.1 Borrowings
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Noncurrent |
||||||||
| Borrowings |
447,751 | 349,559 | ||||||
|
|
|
|
|
|||||
| Total noncurrent |
447,751 | 349,559 | ||||||
|
|
|
|
|
|||||
| Current |
||||||||
| Borrowings |
163,222 | 190,227 | ||||||
|
|
|
|
|
|||||
| Total current |
163,222 | 190,227 | ||||||
|
|
|
|
|
|||||
| Total Borrowings |
610,973 | 539,786 | ||||||
|
|
|
|
|
|||||
Below are the maturity dates of Company borrowings (excluding lease liabilities) and their exposure to interest rates:
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Fixed interest |
||||||||
| Less than 1 year |
109,016 | 113,174 | ||||||
| From 1 to 2 years |
112,860 | 105,652 | ||||||
| From 2 to 5 years |
214,491 | 134,623 | ||||||
| Over 5 years |
75,468 | — | ||||||
|
|
|
|
|
|||||
| Total |
511,835 | 353,449 | ||||||
| Variable interest |
||||||||
| Less than 1 year |
54,206 | 77,053 | ||||||
| From 1 to 2 years |
44,932 | 64,352 | ||||||
| From 2 to 5 years |
— | 44,932 | ||||||
|
|
|
|
|
|||||
| Total |
99,138 | 186,337 | ||||||
|
|
|
|
|
|||||
| Total Borrowings |
610,973 | 539,786 | ||||||
|
|
|
|
|
|||||
See Note 17.4 for information on the fair value of the borrowings.
The carrying amount of borrowings as of December 31, 2021, is as follows:
| Subsidiary |
Bank |
Execution date | Currency | Principal | Interest | Annual rate |
Maturity date | Carrying amount |
||||||||||||
| Vista Argentina |
Banco Galicia, Banco Itaú Unibanco, Banco Santander Rio and Citibank NA |
July, 2018 | US | 150,000 | Variable | LIBOR + 4.5% |
July, 2023 | 184,581 | ||||||||||||
| 150,000 | Fixed | 8% | ||||||||||||||||||
| Vista Argentina |
Banco BBVA | July, 2019 | US | 15,000 | Fixed | 9.4% | July, 2022 | 5,081 | ||||||||||||
| Vista Argentina |
Santander International |
January, 2021 |
US | 11,700 | Fixed | 1.80% | January, 2026 | 137 | (2) | |||||||||||
| Vista Argentina |
Santander International |
July, 2021 | US | 43,500 | Fixed | 2.05% | July, 2026 | 60 | (2) | |||||||||||
| Vista Argentina |
Bolsas y Mercados Argentinos S.A. | December, 2021 |
ARS | 917,892 | Fixed | 32% | February, 2022 | 3,191 | (3) | |||||||||||
| (1) | See Note 2.2. |
| (2) | The carrying amount related to interest and the principal is collateralized. |
| (3) | Net amount of 6,793 from short-term investments granted as securities. |
23
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Moreover, Vista Argentina issued nonconvertible debt securities, under the name “Programa de Notas” approved by the National Securities Commission in Argentina (“CNV” by its Spanish acronym). The following chart shows the carrying amount of negotiable obligations (“ON” by its Spanish acronym):
| Subsidiary |
Instrument | Execution date | Currency | Principal | Interest | Annual rate |
Maturity date | Carrying amount |
||||||||||||
| Vista Argentina |
ON II | August, 2019 | US | 50,000 | Fixed | 8.5% | August, 2022 | 50,492 | ||||||||||||
| Vista Argentina |
ON III | February, 2020 | US | 50,000 | Fixed | 3.5% | February, 2024 | 50,316 | ||||||||||||
| Vista Argentina |
ON IV(1) | August, 2020 | ARS | 725,650 | Variable | Badlar + 1.37% |
February, 2022 | 7,427 | ||||||||||||
| Vista Argentina |
ON V | August, 2020 | US | 20,000 | Fixed | 0% | August, 2023 | 19,869 | ||||||||||||
| December, 2020 | US | 10,000 | Fixed | 0% | August, 2023 | 9,931 | ||||||||||||||
| Vista Argentina |
ON VI | December, 2020 | US | 10,000 | Fixed | 3.24% | December, 2024 | 9,940 | ||||||||||||
| Vista Argentina |
ON VII | March, 2021 | US | 42,371 | Fixed | 4.25% | March, 2024 | 41,970 | ||||||||||||
| Vista Argentina |
ON VIII | March, 2021 | ARS (2) | 3,054,537 | Fixed | 2.73% | September, 2024 |
40,888 | ||||||||||||
| Vista Argentina |
ON IX | June, 2021 | US | 38,787 | Fixed | 4.00% | June, 2023 | 38,551 | ||||||||||||
| Vista Argentina |
ON X | June, 2021 | ARS (2) | 3,104,063 | Fixed | 4.00% | March, 2025 | 36,891 | ||||||||||||
| Vista Argentina |
ON XI | August, 2021 | US | 9,230 | Fixed | 3.48% | August, 2025 | 9,196 | ||||||||||||
| Vista Argentina |
ON XII | August, 2021 | US | 100,769 | Fixed | 5.85% | August, 2031 | 102,452 | ||||||||||||
| (1) | See Note 31. |
| (2) | Amount in UVA, adjusted by CER (see Note 10.3). |
Under the aforementioned program, Vista Argentina may list and issue debt securities in Argentina for a total principal up to 800,000 or its equivalent in other currencies at any time.
24
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
17.2 Changes in liabilities from financing activities
Changes in the borrowings were as follows:
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Amounts at beginning of year |
539,786 | 451,413 | ||||||
| Proceeds from borrowing (1) |
361,203 | 198,618 | ||||||
| Borrowing interests (2) (Note 10.2) |
50,660 | 47,923 | ||||||
| Payment of borrowing´s costs |
(3,326 | ) | (2,259 | ) | ||||
| Payment of borrowing´s interests |
(54,636 | ) | (43,756 | ) | ||||
| Payment of borrowing´s principal |
(284,695 | ) | (98,761 | ) | ||||
| Amortized cost (2) (Note 10.3) |
4,164 | 2,811 | ||||||
| Remeasurement in borrowing (2) (Note 10.3) |
19,163 | — | ||||||
| Changes in foreign exchange rate (2) |
(21,346 | ) | (16,203 | ) | ||||
|
|
|
|
|
|||||
| Amounts at end of year |
610,973 | 539,786 | ||||||
|
|
|
|
|
|||||
| (1) | As of December 31, 2021, including 358,093 from borrowings received and 3,110 from the release of government bonds granted as security of prior loans. and as of December 31, 2020 including 201,728 nets of 3,110 of government bonds in guarantees. These transactions did not generate cash flows. |
| (2) | These transactions did not generate cash flows. |
17.3 Financial instruments by category
The following chart includes the financial instruments broken down by category:
| As of December 31, 2021 |
Financial assets / liabilities at amortized cost |
Financial assets / liabilities FVTPL |
Total financial assets / liabilities |
|||||||||
| Assets |
||||||||||||
| Asset’s plan (Note 25) |
7,594 | — | 7,594 | |||||||||
| Trade and other receivables (Note 16) |
199 | — | 199 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total noncurrent financial assets |
7,793 | — | 7,793 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash, bank balances and short-term investments (Note 19) |
185,546 | 129,467 | 315,013 | |||||||||
| Trade and other receivables (Note 16) |
32,430 | — | 32,430 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current financial assets |
217,976 | 129,467 | 347,443 | |||||||||
|
|
|
|
|
|
|
|||||||
| Liabilities |
||||||||||||
| Borrowings (Note 17.1) |
447,751 | — | 447,751 | |||||||||
| Trade and other payables (Note 24) |
50,159 | — | 50,159 | |||||||||
| Warrants (Note 17.4) |
— | 2,544 | 2,544 | |||||||||
| Lease liabilities (Note 14) |
19,408 | — | 19,408 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total noncurrent financial liabilities |
517,318 | 2,544 | 519,862 | |||||||||
|
|
|
|
|
|
|
|||||||
| Borrowings (Note 17.1) |
163,222 | — | 163,222 | |||||||||
| Trade and other payables (Note 24) |
138,482 | — | 138,482 | |||||||||
| Lease liabilities (Note 14) |
7,666 | — | 7,666 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current financial liabilities |
309,370 | — | 309,370 | |||||||||
|
|
|
|
|
|
|
|||||||
25
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2020 |
Financial assets / liabilities at amortized cost |
Financial assets / liabilities FVTPL |
Total financial assets / liabilities |
|||||||||
| Assets |
||||||||||||
| Asset’s plan (Note 25) |
8,004 | — | 8,004 | |||||||||
| Trade and other receivables (Note 16) |
546 | — | 546 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total noncurrent financial assets |
8,550 | — | 8,550 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash, bank balances and short-term investments (Note 19) |
170,851 | 32,096 | 202,947 | |||||||||
| Trade and other receivables (Note 16) |
30,109 | — | 30,109 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current financial assets |
200,960 | 32,096 | 233,056 | |||||||||
|
|
|
|
|
|
|
|||||||
| Liabilities |
||||||||||||
| Borrowings (Note 17.1) |
349,559 | — | 349,559 | |||||||||
| Warrants (Note 17.4) |
— | 362 | 362 | |||||||||
| Lease liabilities (Note 14) |
17,498 | — | 17,498 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total noncurrent financial liabilities |
367,057 | 362 | 367,419 | |||||||||
|
|
|
|
|
|
|
|||||||
| Borrowings (Note 17.1) |
190,227 | — | 190,227 | |||||||||
| Trade and other payables (Note 24) |
118,619 | — | 118,619 | |||||||||
| Lease liabilities (Note 14) |
6,183 | — | 6,183 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total current financial liabilities |
315,029 | — | 315,029 | |||||||||
|
|
|
|
|
|
|
|||||||
Below are income, expenses, profit, or loss from each financial instrument:
For the year ended December 31, 2021:
| Financial assets / liabilities at amortized cost |
Financial assets / liabilities at FVTPL |
Total | ||||||||||
| Interest income (Note 10.1) |
65 | — | 65 | |||||||||
| Interest expense (Note 10.2) |
(50,660 | ) | — | (50,660 | ) | |||||||
| Amortized cost (Note 10.3) |
(4,164 | ) | — | (4,164 | ) | |||||||
| Changes in the fair value of warrants (Note 10.3) |
— | (2,182 | ) | (2,182 | ) | |||||||
| Net changes in foreign exchange rate (Note 10.3) |
14,328 | 14,328 | ||||||||||
| Discount of assets and liabilities at present value (Note 10.3) |
(2,300 | ) | (2,300 | ) | ||||||||
| Changes in the fair value of financial assets (Note 10.3) |
— | 5,061 | 5,061 | |||||||||
| Interest expense on lease liabilities (Note 10.3) |
(1,079 | ) | — | (1,079 | ) | |||||||
| Discount for well plugging and abandonment (Note 10.3) |
(2,546 | ) | — | (2,546 | ) | |||||||
| Remeasurements in borrowing (Note 10.3) |
(19,163 | ) | — | (19,163 | ) | |||||||
| Other (Note 10.3) |
4,851 | — | 4,851 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
(60,668 | ) | 2,879 | (57,789 | ) | |||||||
|
|
|
|
|
|
|
|||||||
26
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
For the year ended December 31, 2020:
| Financial assets / liabilities at amortized cost |
Financial assets / liabilities at FVTPL |
Total | ||||||||||
| Interest income (Note 10.1) |
822 | — | 822 | |||||||||
| Interest expense (Note 10.2) |
(47,923 | ) | — | (47,923 | ) | |||||||
| Amortized cost (Note 10.3) |
(2,811 | ) | — | (2,811 | ) | |||||||
| Changes in the fair value of warrants (Note 10.3) |
— | 16,498 | 16,498 | |||||||||
| Net changes in foreign exchange rate (Note 10.3) |
3,068 | — | 3,068 | |||||||||
| Discount of assets and liabilities at present value (Note 10.3) |
(3,432 | ) | — | (3,432 | ) | |||||||
| Impairment of financial assets (Note 10.3) |
(4,839 | ) | — | (4,839 | ) | |||||||
| Changes in the fair value of financial assets (Note 10.3) |
— | (645 | ) | (645 | ) | |||||||
| Interest expense on lease liabilities (Note 10.3) |
(1,641 | ) | — | (1,641 | ) | |||||||
| Discount for well plugging and abandonment (Note 10.3) |
(2,584 | ) | — | (2,584 | ) | |||||||
| Other (Note 10.3) |
633 | — | 633 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
(58,707 | ) | 15,853 | (42,854 | ) | |||||||
|
|
|
|
|
|
|
|||||||
17.4 Fair value
This note includes information on the Company’s method for assessing the fair value of its financial assets and liabilities.
17.4.1 Fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis
The Company classifies the measurements at fair value of financial instruments using a fair value hierarchy, which shows the relevance of the variables applied to carry out these measurements. The fair value hierarchy has the following levels:
| • | Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. |
| • | Level 2: data other than the quoted prices included in Level 1 that are observable for assets or liabilities, either directly (that is prices) or indirectly (that is derived from prices). |
| • | Level 3: data on the asset or liability that are based on information that cannot be observed in the market (that is, non-observable data). |
The following chart shows the Company’s financial assets and liabilities measured at fair value as of December 31, 2021 and 2020:
| As of December 31, 2021 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets |
||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||
| Short term investments |
129,467 | — | — | 129,467 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
129,467 | — | — | 129,467 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2021 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Liabilities |
||||||||||||||||
| Financial liabilities at fair value through profit or loss |
||||||||||||||||
| Warrants |
— | — | 2,544 | 2,544 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
— | — | 2,544 | 2,544 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
27
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2020 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets |
||||||||||||||||
| Financial assets at fair value through profit or loss |
||||||||||||||||
| Short term investments |
32,096 | — | — | 32,096 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
32,096 | — | — | 32,096 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| As of December 31, 2020 |
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Liabilities |
||||||||||||||||
| Financial liabilities at fair value through profit or loss |
||||||||||||||||
| Warrants |
— | — | 362 | 362 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
— | — | 362 | 362 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The value of financial instruments traded in active markets is based on quoted market prices as of the date of these accompanying unaudited interim condensed consolidated financial statements. A market is considered active when quoted prices are available regularly through a stock exchange, a broker, a specific sector entity or regulatory agency, and these prices reflect regular and current market transactions between parties at arm’s length. The quoted market price used for financial assets held by the Company is the current offer price. These instruments are included in Level 1.
For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. These valuation techniques maximize the use of observable market data, when available, and minimize the use of Company’s specific estimates. Should all significant variables used to establish the fair value of a financial instrument be observable, the instrument is included in Level 2.
Should one or more variables used in determining the fair value not be observable in the market, the financial instrument is included in Level 3.
There were no transfers between Level 1 and Level 2 from December 31, 2020, through December 31, 2021, or from December 31,2019 through December 31, 2020.
The fair value of warrants is determined using the Black & Scholes model considering the expected volatility of the Company’s ordinary shares upon estimating the future volatility of Company share price. The risk-free interest rate for the expected useful life of warrants is based on the available return of benchmark government bonds with an equivalent remainder term upon the grant. The expected life is based on the contractual terms.
The following assumptions were used in estimating the fair value of warrants as of December 31, 2021 and 2020:
| As of December 31, 2021 |
As of December 31, 2020 | |||
| Annualized volatility |
39.94% | 40.21% | ||
| Risk free domestic interest rate |
7.15% | 4.34% | ||
| Risk free foreign interest rate |
0.55% | 0.13% | ||
| Remainder useful life in years |
1.29 years |
2.29 years |
It is a recurring Level 3 fair value measurement. The key Level 3 inputs used by Management to assess fair value are market price and expected volatility. As of December 31, 2021: (i) should market price increase by 0.10 it would increase the obligation by about 277; (ii) should market price decrease by 0.10 it would drop the obligation by about 258; (iii) should volatility increase by 50 basis points, it would rise the obligation by about 135 and; (iv) should volatility slip by 50 basis points, it would reduce the obligation by about 133.
28
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Reconciliation of level 3 measurements at fair value:
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Warrants liability amount at beginning of year: |
362 | 16,860 | ||||||
| Loss / (profit) from changes in the fair value of warrants (Note 10.3) |
2,182 | (16,498 | ) | |||||
|
|
|
|
|
|||||
| Amount at end of year |
2,544 | 362 | ||||||
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|
|
|||||
17.4.2 Fair value of financial assets and liabilities that are not measured at fair value (but require fair value disclosures)
Except for the information included in the following chart, the Company considers that the carrying amounts of financial assets and liabilities recognized in the interim condensed consolidated financial statements approximate to its fair values, as explained in the related notes.
| Carrying amount |
Fair value |
Level | ||||||||||
| Liabilities |
||||||||||||
| Borrowings |
610,973 | 560,409 | 2 | |||||||||
|
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|
|
|
|||||||||
| Total liabilities as of December 31, 2021 |
610,973 | 560,409 | ||||||||||
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|||||||||
17.5 Risk management objectives and policies concerning financial instruments
17.5.1 Financial risk factors
The Company’s activities are exposed to several financial risks: market risk (including exchange rate risk, interest rate risk and price risk), credit risk and liquidity risk.
Financial risk management is included in the Company’s global policies, and it adopts a comprehensive risk management policy focused on tracking risks affecting the entire Company. This strategy aims at striking a balance between profitability targets and risk exposure levels. Financial risks are derived from the financial instruments to which the Company is exposed during period-end or as of every period-end.
The Company’s Financial Department, controls financial risk by identifying, assessing and covering financial risks. The risk management systems and policies are reviewed regularly to show the changes in market conditions and the Company’s activities. The Company reviewed its exposure to financial risk factors and identified no significant changes in the risk analysis included in its annual consolidated financial statements as of December 31, 2020, except for the following:
17.5.1.1 Market risk
Exchange rate risk
The Company’s financial position and results of operations are sensitive to exchange rate changes between the US dollar and the ARS. As of December 31, 2021, the Company performed foreign exchange currency hedge transactions, and the impact in the results of the year is recognized in “Other financial results”.
Most Company sales are denominated in US dollars, or the changes in sales follow the changes in the US dollar listed price.
During the years ended December 31, 2021, and 2020, the ARS depreciated by about 22% and 41%, respectively.
The following chart shows the sensitivity to a reasonable change in the exchange rates of the ARS to the US dollar while maintaining the remainder variables constant. Impact on profit before taxes is related to changes in the fair value of monetary assets and liabilities denominated in currencies other than the US dollar, the Company’s functional currency. The Company’s exposure to changes in foreign exchange rates for the remainder currencies is immaterial.
29
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2021 | ||
| Changes in interest rates in Argentine pesos |
+/- 63% | |
| Effect on profit or loss |
(69,835) / 69,835 | |
| Effect on equity |
(69,835) / 69,835 |
Interest rate risk
For the years ended December 31, 2021, and 2020 the average interest rate was 40% and 38%, respectively.
The purpose of interest rate risk management is to minimize finance costs and limit the Company’s exposure to interest rate increases.
Variable-rate indebtedness exposes the Company’s cash flows to interest rate risk due to the potential volatility. Fixed-rate indebtedness exposes the Company to interest rate risk on the fair value of its liabilities as they could be considerably higher than variable rates. As of December 31, 2021, and 2020, about 16% and 35% of indebtedness was subject to variable interest rates. For the year ended December 31, 2021, and 2020, the variable interest rate of loans denominated in US dollars stood at 4.81% and 5.69%, respectively, and it amounted to 35.55% and 38.81%, respectively, for loans denominated in ARS.
The Company expects to lessen its interest rate exposure by analyzing and assessing (i) the different sources of liquidity available in domestic and international financial and capital markets (if available); (ii) alternative (fixed or variable) interest rates, currencies and contractual terms available for companies in a sector, industry and risk similar to the Company’s; and (iii) the availability, access and cost of interest rate hedge contracts. Hence, the Company assesses the impact on profit or loss of each strategy on the obligations that represent the main positions to the main interest-bearing positions.
In the case of fixed rates and in view of current market conditions, the Company considers that the risk of a major decrease in interest rates is low; therefore, it does not expect substantial fixed rate debt risk.
For the years ended December 31, 2021, and 2020, the Company did not use derivative financial instruments to mitigate interest rate risks.
Note 18. Inventories
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Materials and spare parts |
8,739 | 7,743 | ||||||
| Crude oil stock (Note 5.2) |
5,222 | 6,127 | ||||||
|
|
|
|
|
|||||
| Total |
13,961 | 13,870 | ||||||
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|
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|
|||||
Note 19. Cash, bank balances and short-term investments
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Mutual funds |
126,204 | 30,886 | ||||||
| Money market funds |
106,915 | 167,553 | ||||||
| Cash in banks |
78,098 | 2,875 | ||||||
| Government bonds |
3,796 | 1,633 | ||||||
|
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|
|
|
|||||
| Total |
315,013 | 202,947 | ||||||
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|
|||||
30
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Cash and cash equivalents include cash on hand and at bank and investments maturing within 3 (three) months. For the consolidated statement of cash flows purposes below is the reconciliation between cash, bank and short-term investments and cash and cash equivalents:
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Cash, bank balances and short-term investments |
315,013 | 202,947 | ||||||
| Less |
||||||||
| Government bonds |
(3,796 | ) | (1,633 | ) | ||||
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|
|
|
|||||
| Cash and cash equivalents |
311,217 | 201,314 | ||||||
|
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|
|||||
Note 20. Capital stock
On December 14, 2021, the Shareholders’ Meeting approved the reduction of the variable portion of the Company’s capital stock of 72,695, for the absorption of accumulated losses as of September 30,2021, shown on the Company’s nonconsolidated financial statements. This transaction did not require the cancellation of Series A shares as they have no nominal value.
During the year ended December 31, 2021, 778,591 Series A shares were issued as part of the LTIP granted to Company employees (for more information see Note 34 to the annual consolidated financial statements as of December 31, 2020).
As of December 31, 2021 and 2020, the Company’s variable capital stock amounts to 88,629,877 and 87,851,286 fully subscribed and paid Series A shares with no face value, respectively, each entitled to one vote. As of December 31, 2021 and 2020, the Company’s authorized capital includes 40,162,362 and 40,940,953 Series A ordinary shares held in Treasury that may be used with warrants, forward purchase agreements and LTIP.
The variable portion of capital stock is an unlimited amount according to the Company’s bylaws and laws applicable, whereas the fixed amount is divided into 2 Class C shares.
Note 21. Provisions
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Noncurrent |
||||||||
| Well plugging and abandonment |
28,920 | 23,349 | ||||||
| Environmental remediation |
737 | 560 | ||||||
|
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|
|
|
|||||
| Total noncurrent |
29,657 | 23,909 | ||||||
|
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|
|||||
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Current |
||||||||
| Well plugging and abandonment |
1,876 | 584 | ||||||
| Environmental remediation |
862 | 1,141 | ||||||
| Contingencies |
142 | 359 | ||||||
|
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|
|
|
|||||
| Total current |
2,880 | 2,084 | ||||||
|
|
|
|
|
|||||
Note 22. Salaries and payroll taxes
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Current |
||||||||
| Provision for gratifications and bonus |
12,102 | 7,029 | ||||||
| Salaries and social security contributions |
5,389 | 4,479 | ||||||
|
|
|
|
|
|||||
| Total current |
17,491 | 11,508 | ||||||
|
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|
|
|
|||||
31
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Note 23. Other taxes and royalties
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Current |
||||||||
| Royalties |
9,547 | 4,152 | ||||||
| Tax withholdings |
873 | 843 | ||||||
| VAT |
33 | 46 | ||||||
| Other |
919 | 76 | ||||||
|
|
|
|
|
|||||
| Total current |
11,372 | 5,117 | ||||||
|
|
|
|
|
|||||
Note 24. Trade and other payables
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Noncurrent |
||||||||
| Accounts payable: |
||||||||
| Payables to partners for joint operations (1) |
50,159 | — | ||||||
|
|
|
|
|
|||||
| Total noncurrent accounts payable |
50,159 | — | ||||||
|
|
|
|
|
|||||
| Total noncurrent |
50,159 | — | ||||||
|
|
|
|
|
|||||
| Current |
||||||||
| Accounts payable: |
||||||||
| Suppliers |
119,255 | 117,409 | ||||||
|
|
|
|
|
|||||
| Total current accounts payables |
119,255 | 117,409 | ||||||
|
|
|
|
|
|||||
| Other accounts payables: |
||||||||
| Payables to partners for joint operations (1) |
19,007 | 664 | ||||||
| Extraordinary fee for Gas IV Plan (Note 2.5.2.2) |
220 | — | ||||||
| Extraordinary fee for the RI program (Note 2.5.2.1) |
— | 546 | ||||||
|
|
|
|
|
|||||
| Total other current accounts payables |
19,227 | 1,210 | ||||||
|
|
|
|
|
|||||
| Total current |
138,482 | 118,619 | ||||||
|
|
|
|
|
|||||
| (1) | As of December 31, 2021, including 50,159 and 18,913 in noncurrent and current accounts, respectively, related to the carry agreement mentioned in Note 1.2.4, recognized at present value. |
Other than mentioned above, due to the short-term nature of current trade and other payables, their carrying amount is deemed to be the same as its fair value. The carrying amount of noncurrent trade and other payable does not differ considerably from its fair value.
Note 25. Employee benefits
The following chart summarizes net expense components and the changes in the liability for long-term employee benefits in the unaudited interim condensed consolidated financial statements:
| Year ended December 31, 2021 |
Year ended December 31, 2020 |
Period from October 1 through December 31, 2021 |
Period from October 1 through December 31, 2020 |
|||||||||||||
| Cost of services |
(28 | ) | (60 | ) | (9 | ) | (6 | ) | ||||||||
| Cost of interest |
(219 | ) | (190 | ) | (75 | ) | (40 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total |
(247 | ) | (250 | ) | (84 | ) | (46 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
32
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
| As of December 31, 2021 | ||||||||||||
| Present value of the obligation |
Asset’s plan | Net liabilities | ||||||||||
| Amounts at beginning of year |
(11,465 | ) | 8,004 | (3,461 | ) | |||||||
| Items classified as loss or profit |
||||||||||||
| Cost of services |
(28 | ) | — | (28 | ) | |||||||
| Cost of interest |
(610 | ) | 391 | (219 | ) | |||||||
| Items classified in other comprehensive income |
||||||||||||
| Actuarial remediation (losses) |
(4,394 | ) | (119 | ) | (4,513 | ) | ||||||
| Benefit payments |
1,081 | (1,081 | ) | — | ||||||||
| Payment of contributions |
— | 399 | 399 | |||||||||
|
|
|
|
|
|
|
|||||||
| Amounts at end of year |
(15,416 | ) | 7,594 | (7,822 | ) | |||||||
|
|
|
|
|
|
|
|||||||
The fair value of asset’s plan as of every year end per category, is as follows:
| As of December 31, 2021 |
As of December 31, 2020 |
|||||||
| Cash and cash equivalents |
7,594 | — | ||||||
| US government bonds |
— | 8,004 | ||||||
|
|
|
|
|
|||||
| Total |
7,594 | 8,004 | ||||||
|
|
|
|
|
|||||
For more information, see Note 23 to the Company’s annual consolidated financial statements as of December 31, 2020.
Note 26. Related parties transactions and balances
As of December 31, 2021, and 2020, the Company carries no balances with related parties and relevant transactions other than those included in Note 27 to the annual consolidated financial statements as of December 31, 2020.
Note 2.3 to the Company’s annual consolidated financial statements as of December 31, 2020 and Note 1.2 of these unaudited interim condensed consolidated financial statements provide information on the Group’s structure, including information on Company subsidiaries.
Note 27. Commitments and contingencies
There were no significant changes in commitments and contingencies for the year ended December 31, 2021. For a description on the Company’s contingency commitments and investment related to its oil and gas properties (for more information see Notes 29 and 30 to the annual consolidated financial statements as of December 31, 2020).
Note 28. Operations in hydrocarbon consortiums
28.1. Sur Rio Deseado Este concession
On March 21, 2021 the concession in Sur Rio Deseado Este expired, and Vista Argentina decided not to request the 10-year extension filed by Alianza Petrolera Argentina S.A with the enforcement authority, in its capacity as the concession operator and coholder. As of the date of these interim condensed consolidated financial statements Vista Argentina no longer holds the 16.94% working interest in such concession; profit from the disposal of these assets and liabilities was booked in “Other operating income” under “Gain from assets disposal” (see Note 9.1).
28.2. Águila Mora concession
On July 8, 2021, the Province of Neuquén approved the amendment of 2 (two) investment commitments in effect in Águila Mora concession, as follows: the drilling and completion of 2 (two) new horizontal wells; and the completion of 1 (one) well and its related facilities before November 28, 2022, for an estimated total of 32,750.
33
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Other than mentioned above and in Note 1.2, there have been no significant changes in the Company’s operations in hydrocarbon consortiums during the year ended December 31, 2021 (for more information see Note 30 to the annual consolidated financial statements as of December 31, 2020).
Note 29. Business combination
Due to the exclusion of the partner of Madalena Energy Argentina S.R.L., from Unión Transitoria Coirón Amargo Norte (“CAN”), approved as of November 6, 2020 by Decree No. 1,292/2020, Vista Argentina acquired a 29.62% working interest in addition to its 55%, up to 84.62%, in CAN’s concessions for no consideration, which gave rise to net assets for 1,383 and subsequent profit in the same amount, that was booked in “Other operating income” under “Bargain purchase on business combination” (see Note 9.1).
This transaction was booked as a business combination under IFRS using the acquisition method and is included in the consolidated financial statements as from the date in which the Company gained control of the additional working interest.
Note 30. Tax regulations
| A. | Argentina |
On June 16, 2021 the Argentine government issued Law No. 27,630 to amend the corporate income tax rate for tax years beginning January 1, 2021. It established the application of gradual rates based on the level of accumulated taxable profit. Based on Management estimate, the rate applicable to the Company stands at 35% as of the date of these interim condensed consolidated financial statements.
Dividends distributed to beneficiaries residing abroad will be subject to a 7% withholding (for more information, see Note 33.1 to the annual consolidated financial statements as of December 31, 2020).
B- Mexico
There have been no significant changes in Mexico’s tax regulations during the year ended December 31, 2021 (for more information, see Note 33.8 to the annual consolidated financial statements as of December 31, 2020).
Note 31. Subsequent events
The Company assessed events subsequent to December 31, 2021, to determine the need of a potential recognition or disclosure in these interim condensed consolidated financial statements. The Company assessed such events through February 22, 2022, date in which these financial statements were made available for issue.
| • | On January 3 and 20, 2022 Vista Argentina paid principal and interest for a total amount of 50,600 corresponding to Syndicated Loan. |
| • | On January 3, 2022, Vista Argentina signed a collateralized loan agreement with Banco Santander International for an amount of 13,500; at an annual fixed interest rate of 2.45% and expiration date as of January 4, 2027. |
| • | On January 4, 2022 Vista Argentina paid interest for an amount of 198 corresponding to loan agreement signed with Banco Santander International in July 2021. |
| • | On January 14, 2022, Vista Argentina signed a loan Agreement with ConocoPhillips BV for an amount of 25,000; at an annual rate LIBOR + 2%, and expiration date as of September 16, 2026. |
| • | On January 17, 2022, the Company, through its subsidiary Vista Argentina, acquired a 50% operated working interest in the Aguada Federal and Bandurria Norte concessions (“the Assets”), from Wintershall. Vista has agreed to pay a purchase price of 140,000, of which 90,000 was payable on the date of the transaction, and the remaining 50,000 will be payable in 8 (eight) equal quarterly instalments starting April 2022. Additionally, the transaction effectively cancels the carry consideration of 77,000 the Company had assumed on September 16, 2021, mentioned in Note 1.2.4. |
34
VISTA OIL & GAS, S.A.B. DE C.V.
Notes to the unaudited interim condensed consolidated financial statements as of December 31, 2021 and 2020, and for the years and for the three-month periods ended December 31, 2021 and 2020
(Amounts expressed in thousands of US Dollars, except otherwise indicated)
Through the Transaction, Vista acquires 25,231 net acres, increasing its total acreage in Vaca Muerta to 183,084 acres; and also add up to 150 new well locations to its Vaca Muerta portfolio, totaling up to 850 identified new well locations.
The effective date of the Transaction is January 1, 2022. However, the final closing shall take place upon the issuance of a decree by the Province of Neuquén approving the assignment of the Assets to Vista.
| • | On January 20 and 21, 2022 Vista Argentina paid principal and interest for a total amount of 892 corresponding to loan agreement signed with Banco Santander International in January, 2021. |
| • | On January 31, 2022 Vista Argentina paid principal and interest for a total amount of 1,788 corresponding to loan agreement signed with Banco BBVA Argentina S.A. |
| • | On February 7, 2022 Vista Argentina paid interest for a total amount of 1,071 corresponding to ON II. Likewise, Vista Argentina completely canceled ON IV for an amount in Argentine pesos equivalent to 7,495. |
| • | On February 21, 2022 Vista Argentina paid interest for a total amount of 882 corresponding to ON III. |
There are no other events or transactions between the closing date and the date of issuance of these unaudited interim condensed consolidated financial statements that could significantly affect the Company’s financial position or profit or loss.
35