UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024


Commission File Number: 001-36298

GeoPark Limited

(Exact name of registrant as specified in its charter)

Calle 94 N° 11-30 Piso 8

Bogota, Colombia

(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

X

 

Form 40-F


GEOPARK LIMITED

TABLE OF CONTENTS

ITEM

1.

Interim Condensed Consolidated Financial Statements and Explanatory Notes for the three-month and six-month periods ended June 30, 2024 and 2023.


Item 1

GEOPARK LIMITED

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

AND EXPLANATORY NOTES

For the three-month and six-month periods ended June 30, 2024 and 2023



Table of Contents

GEOPARK LIMITED

June 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF INCOME

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Amounts in US$ ´000

Note

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

REVENUE

3

190,204

182,326

357,620

364,777

Production and operating costs

5

(41,410)

(60,689)

(79,950)

(113,185)

Geological and geophysical expenses

6

(2,917)

(2,543)

(5,655)

(5,060)

Administrative expenses

7

(13,109)

(11,341)

(23,072)

(20,702)

Selling expenses

8

(4,386)

(2,223)

(8,526)

(4,576)

Depreciation

  

(34,333)

(29,357)

(62,992)

(56,560)

Write-off of unsuccessful exploration efforts

11

(3,398)

(1,613)

(3,398)

(12,193)

Other (expenses) income

  

(330)

(5,051)

249

(6,407)

OPERATING PROFIT

  

90,321

69,509

174,276

146,094

Financial expenses

9

(10,885)

(11,240)

(22,022)

(22,160)

Financial income

9

2,109

1,720

4,192

2,812

Foreign exchange gain (loss)

9

5,955

(9,582)

6,119

(12,974)

PROFIT BEFORE INCOME TAX

  

87,500

50,407

162,565

113,772

Income tax expense

10

(61,762)

(16,657)

(106,635)

(53,765)

PROFIT FOR THE PERIOD

  

25,738

33,750

55,930

60,007

Earnings per share (in US$). Basic

  

0.49

0.59

1.04

1.04

Earnings per share (in US$). Diluted

  

0.48

0.59

1.03

1.04

The above condensed consolidated statement of income should be read in conjunction with the accompanying notes.

3


Table of Contents

GEOPARK LIMITED

June 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Amounts in US$ ´000

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Profit for the period

25,738

33,750

55,930

60,007

Other comprehensive income

  

  

  

  

Items that may be subsequently reclassified to profit or loss:

  

  

  

  

Currency translation differences

(1,078)

731

(1,464)

1,332

Profit (Loss) on cash flow hedges (a)

327

(58)

(3,616)

1,084

Income tax (expense) benefit relating to cash flow hedges

(163)

29

1,808

(542)

Other comprehensive (loss) profit for the period

(914)

702

(3,272)

1,874

Total comprehensive profit for the period

24,824

34,452

52,658

61,881

(a)Unrealized result on commodity risk management contracts designated as cash flow hedges. See Note 4.

The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

4


Table of Contents

GEOPARK LIMITED

June 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note

At June 30, 2024

Year ended

Amounts in US$ ´000

(Unaudited)

December 31, 2023

ASSETS

  

  

  

NON CURRENT ASSETS

  

  

  

Property, plant and equipment

11

721,363

686,824

Right-of-use assets

  

25,335

28,451

Prepayments and other receivables

12

3,009

3,063

Other financial assets

  

11,922

12,564

Deferred income tax asset

  

11,698

15,920

TOTAL NON CURRENT ASSETS

  

773,327

746,822

CURRENT ASSETS

  

  

  

Inventories

  

12,000

13,552

Trade receivables

  

62,070

65,049

Prepayments and other receivables

12

73,702

25,896

Derivative financial instrument assets

18

130

3,775

Cash and cash equivalents

  

66,013

133,036

Assets held for sale

28,419

TOTAL CURRENT ASSETS

  

213,915

269,727

TOTAL ASSETS

  

987,242

1,016,549

EQUITY

  

  

  

Equity attributable to owners of the Company

  

  

  

Share capital

13

51

55

Share premium

  

72,936

111,281

Translation reserve

(11,426)

(9,962)

Other reserves

  

28,292

45,116

Retained earnings

  

83,277

29,530

TOTAL EQUITY

  

173,130

176,020

LIABILITIES

  

  

  

NON CURRENT LIABILITIES

  

  

  

Borrowings

14

490,202

488,453

Lease liabilities

  

19,702

23,387

Provisions and other long-term liabilities

15

32,584

34,083

Deferred income tax liability

  

87,967

64,063

TOTAL NON CURRENT LIABILITIES

  

630,455

609,986

CURRENT LIABILITIES

  

  

  

Borrowings

14

12,528

12,528

Lease liabilities

  

7,594

8,911

Derivative financial instrument liabilities

18

41

70

Current income tax liability

  

50,478

44,269

Trade and other payables

16

113,016

137,817

Liabilities associated with assets held for sale

26,948

TOTAL CURRENT LIABILITIES

  

183,657

230,543

TOTAL LIABILITIES

  

814,112

840,529

TOTAL EQUITY AND LIABILITIES

  

987,242

1,016,549

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.

5


Table of Contents

GEOPARK LIMITED

June 30, 2024

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to owners of the Company

Retained

earnings

Share

Share

Translation

Other

(Accumulated

Amount in US$ '000

Capital

Premium

Reserve

Reserve

losses)

Total

Equity at January 1, 2023

58

134,798

(11,586)

73,462

(81,147)

115,585

Comprehensive income:

  

  

  

  

  

  

Profit for the six-month period

60,007

60,007

Other comprehensive profit for the period

1,332

542

1,874

Total comprehensive profit for the period ended June 30, 2023

1,332

542

60,007

61,881

Transactions with owners:

  

  

  

  

  

  

Share-based payment

1

6,870

(3,514)

3,357

Repurchase of shares

(2)

(18,652)

(18,654)

Cash distribution

(14,883)

(14,883)

Total transactions with owners for the period ended June 30, 2023

(1)

(11,782)

(14,883)

(3,514)

(30,180)

Balance at June 30, 2023 (Unaudited)

57

123,016

(10,254)

59,121

(24,654)

147,286

Equity at January 1, 2024

55

111,281

(9,962)

45,116

29,530

176,020

Comprehensive income:

  

  

  

  

  

  

Profit for the six-month period

55,930

55,930

Other comprehensive loss for the period

(1,464)

(1,808)

(3,272)

Total comprehensive (loss) profit for the period ended June 30, 2024

(1,464)

(1,808)

55,930

52,658

Transactions with owners:

  

  

  

  

  

  

Share-based payment

5,342

(2,183)

3,159

Repurchase of shares

(4)

(43,687)

(43,691)

Cash distribution

(15,016)

(15,016)

Total transactions with owners for the period ended June 30, 2024

(4)

(38,345)

(15,016)

(2,183)

(55,548)

Balance at June 30, 2024 (Unaudited)

51

72,936

(11,426)

28,292

83,277

173,130

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

6


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

Six-month

Six-month

period ended

period ended

June 30, 2024

June 30, 2023

Amounts in US$ ’000

(Unaudited)

(Unaudited)

Operating activities

  

  

Profit for the period

55,930

60,007

Adjustments for:

  

  

Income tax expense

106,635

53,765

Depreciation

62,992

56,560

Loss on disposal of property, plant and equipment

34

338

Write-off of unsuccessful exploration efforts

3,398

12,193

Amortization of other long-term liabilities

(58)

(73)

Accrual of borrowing interests

15,499

15,393

Unwinding of long-term liabilities

2,683

3,288

Accrual of share-based payment

3,159

3,357

Foreign exchange (gain) loss

(6,119)

15,883

Income tax paid (a)

(55,641)

(94,219)

Change in working capital (b) (c)

(45,344)

(28,787)

Cash flows from operating activities – net

143,168

97,705

Investing activities

  

  

Purchase of property, plant and equipment

(98,002)

(88,347)

Acquisitions of business (d)

(38,000)

Proceeds from disposal of long-term assets (e)

2,257

Cash flows used in investing activities – net

(133,745)

(88,347)

Financing activities

  

  

Interest paid

(13,750)

(13,750)

Lease payments

(3,640)

(5,093)

Repurchase of shares (f)

(43,691)

(18,654)

Cash distribution

(15,016)

(14,883)

Cash flows used in financing activities - net

(76,097)

(52,380)

Net decrease in cash and cash equivalents

(66,674)

(43,022)

Cash and cash equivalents at January 1

133,036

128,843

Currency translation differences

(349)

601

Cash and cash equivalents at the end of the period

66,013

86,422

Ending Cash and cash equivalents are specified as follows:

  

  

Cash at bank and bank deposits

66,000

86,410

Cash in hand

13

12

Cash and cash equivalents

66,013

86,422

(a)Includes self-withholding taxes of US$ 11,568,000 and US$ 15,306,000 during the six-month periods ended June 30, 2024 and 2023, respectively.
(b)Includes withholding taxes from clients of US$ 11,860,000 and US$ 11,723,000 during the six-month periods ended June 30, 2024 and 2023, respectively.
(c)Includes advanced payment for midstream capacity of US$ 11,096,000 as part of the business transaction in Argentina in 2024. See Notes 12 and 20.
(d)Advanced payment for the acquisition of working interests in four unconventional blocks in Argentina. See Note 20.
(e)Net of cash assigned to the purchaser within the Chilean subsidiaries. See Notes 12 and 20.
(f)Acquisition of 4,369,181 of the Company’s common shares at a purchase price of US$ 10 per share. See Note 13.

The above condensed consolidated statement of cash flow should be read in conjunction with the accompanying notes.

7


EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

General information

GeoPark Limited (the “Company”) is a company incorporated under the laws of Bermuda. The Registered Office address is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

The principal activity of the Company and its subsidiaries (the “Group” or “GeoPark”) is the exploration, development and production for oil and gas reserves in Latin America.

These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 12, 2024.

Basis of Preparation

The interim condensed consolidated financial statements of GeoPark Limited are presented in accordance with IAS 34 “Interim Financial Reporting”. They do not include all of the information required for full annual financial statements and should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2023, which have been prepared in accordance with IFRS.

The interim condensed consolidated financial statements have been prepared in accordance with the accounting policies applied in the most recent annual consolidated financial statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The amendments and interpretations detailed in the annual consolidated financial statements as of and for the year ended December 31, 2023, that apply for the first time in 2024, do not have an impact on the interim condensed consolidated financial statements of the Group.

Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current period.

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

The activities of the Group are not subject to significant seasonal changes.

Estimates

The preparation of interim financial information requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Actual results may differ from these estimates.

In preparing these interim condensed consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements as of and for the year ended December 31, 2023.

Financial risk management

The Group’s activities expose it to a variety of financial risks: currency risk, price risk, credit risk concentration, funding and liquidity risk, interest risk and capital risk. The interim condensed consolidated financial statements do not include all the financial risk management information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2023.

8


Note 1 (Continued)

Financial risk management (Continued)

The Group is continually reviewing its exposure to the current market conditions and adjusting its capital expenditures program which remains flexible and quickly adaptable to different oil price scenarios. GeoPark also continues to add new oil hedges, increasing its price risk protection within the upcoming four quarters.

The Group maintained a cash position of US$ 66,013,000 as of June 30, 2024, after the repurchase of own shares in April 2024 (see Note 13), the advance payment for the business transaction in Argentina in May 2024 (see Notes 12 and 20) and the final payments for the 2023 income tax in Colombia in May and June 2024. In addition, GeoPark has access to up to US$ 300,000,000 of committed funding from Vitol, a US$ 80,000,000 senior unsecured credit agreement with Banco BTG Pactual S.A. and Banco Latinoamericano de Comercio Exterior S.A., and US$ 176,900,000 in uncommitted credit lines.

Subsidiary undertakings

The following chart illustrates the main companies of the Group structure as of June 30, 2024:

Graphic

(1)GeoPark Ecuador S.A. holds 50% working interest in the consortiums that operate the Espejo and Perico Blocks.  

Details of the subsidiaries and joint operations of the Group are set out in Note 21 to the annual consolidated financial statements as of and for the year ended December 31, 2023.

During the six-month period ended June 30, 2024, the following change took place:

The Chilean subsidiaries GeoPark Chile S.p.A., GeoPark Fell S.p.A., GeoPark TdF S.p.A. and GeoPark Magallanes Limitada were divested on January 18, 2024. See Note 20.

9


Note 2

Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee. This committee is integrated by the Chief Executive Officer, Chief Financial Officer, Chief Technical Officer, Chief Exploration Officer, Chief Operating Officer, Chief Strategy, Sustainability and Legal Officer and Chief People Officer. This committee reviews the Group’s internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports. The committee considers the business from a geographic perspective.

The Executive Committee assesses the performance of the operating segments based on a measure of Adjusted EBITDA. Adjusted EBITDA is defined as profit (loss) for the period (determined as if IFRS 16 Leases has not been adopted), before net finance cost, income tax, depreciation, amortization, certain non-cash items such as impairments and write-offs of unsuccessful exploration efforts, accrual of share-based payment, unrealized result on commodity risk management contracts, geological and geophysical expenses allocated to capitalized projects, and other non-recurring events. Other information provided to the Executive Committee is measured in a manner consistent with that in the consolidated financial statements.

Six-month period ended June 30, 2024:

Amounts in US$ '000

Total

Colombia

Ecuador

Brazil

Chile (a)

Argentina

Corporate

Revenue

357,620

337,615

12,447

2,934

398

4,226

Sale of crude oil

349,404

336,843

12,447

114

Sale of purchased crude oil

4,226

4,226

Sale of gas

4,075

857

2,820

398

Commodity risk management contracts designated as cash flow hedges (a)

(85)

(85)

Production and operating costs

(79,950)

(69,746)

(3,731)

(2,332)

(437)

(3,704)

Royalties in cash

(2,005)

(1,769)

(224)

(12)

Economic rights in cash

(3,778)

(3,778)

Share-based payment

(331)

(329)

(2)

Operating costs

(73,836)

(63,870)

(3,729)

(2,108)

(425)

(3,704)

Depreciation

(62,992)

(59,120)

(3,000)

(862)

(8)

(2)

Adjusted EBITDA

239,399

238,899

6,507

(824)

(120)

(1,080)

(3,983)

Six-month period ended June 30, 2023:

Amounts in US$ '000

Total

Colombia

Ecuador

Brazil

Chile (a)

Argentina

Corporate

Revenue

364,777

340,294

7,073

7,487

7,974

1,949

Sale of crude oil

348,942

339,912

7,073

259

1,698

Sale of purchased crude oil

1,949

1,949

Sale of gas

13,886

382

7,228

6,276

Production and operating costs

(113,185)

(101,210)

(4,158)

(2,136)

(4,045)

(1,636)

Royalties in cash

(10,758)

(9,922)

(586)

(250)

Economic rights in cash

(39,562)

(39,562)

Share-based payment

(259)

(232)

(2)

(25)

Operating costs

(62,606)

(51,494)

(4,156)

(1,550)

(3,770)

(1,636)

Depreciation

(56,560)

(47,331)

(2,506)

(1,175)

(5,535)

(11)

(2)

Adjusted EBITDA

218,836

215,623

1,449

3,978

2,578

(1,193)

(3,599)

(a)Divested on January 18, 2024. See Note 20.

10


Note 2 (Continued)

Segment information (Continued)

Total Assets

Total

Colombia

Ecuador

Brazil

Chile (a)

Argentina

Corporate

June 30, 2024

987,242

850,434

53,650

21,837

55,637

5,684

December 31, 2023

1,016,549

895,900

40,336

27,891

36,192

357

15,873

(a)Divested on January 18, 2024. See Note 20.

A reconciliation of total Adjusted EBITDA to total Profit before income tax is provided as follows:

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Adjusted EBITDA

127,856

103,913

239,399

218,836

Depreciation (a)

(34,333)

(29,357)

(62,992)

(56,560)

Write-off of unsuccessful exploration efforts

(3,398)

(1,613)

(3,398)

(12,193)

Share-based payment

(1,531)

(1,899)

(3,159)

(3,357)

Lease accounting - IFRS 16

1,783

3,193

3,640

5,093

Others (b)

(56)

(4,728)

786

(5,725)

Operating profit

90,321

69,509

174,276

146,094

Financial expenses

(10,885)

(11,240)

(22,022)

(22,160)

Financial income

2,109

1,720

4,192

2,812

Foreign exchange gain (loss)

5,955

(9,582)

6,119

(12,974)

Profit before tax

87,500

50,407

162,565

113,772

(a)Net of capitalized costs for oil stock included in Inventories.

(b)Includes allocation to capitalized projects.

Note 3

Revenue

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Sale of crude oil

187,217

173,828

349,404

348,942

Sale of purchased crude oil

2,425

1,157

4,226

1,949

Sale of gas

562

7,341

4,075

13,886

Commodity risk management contracts designated as cash flow hedges (a)

(85)

190,204

182,326

357,620

364,777

(a)Realized result on commodity risk management contracts designated as cash flow hedges. See Note 4.

11


Note 4

Commodity risk management contracts

The Group has entered into derivative financial instruments to manage its exposure to oil price risk. These derivatives are zero-premium collars and were placed with major financial institutions and commodity traders. The Group entered into the derivatives under ISDA Master Agreements and Credit Support Annexes, which provide credit lines for collateral posting thus alleviating possible liquidity needs under the instruments and protect the Group from potential non-performance risk by its counterparties.

The Group’s derivatives are designated and qualify as cash flow hedges. The effective portion of changes in the fair values of these derivative contracts are recognized in Other Reserve within Equity. The gain or loss relating to the ineffective portion, if any, is recognized immediately as gains or losses in the results of the periods in which they occur. The amount accumulated in Other Reserves is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss as part of the Revenue line item in the Condensed Consolidated Statement of Income.

The following table summarizes the Group’s production hedged during the six-month period ended June 30, 2024, and for the following periods as a consequence of the derivative contracts in force as of June 30, 2024:

Volume

Average

Period

Reference

Type

bbl/d

price US$/bbl

January 1, 2024 - March 31, 2024

ICE BRENT

Zero Premium Collars

8,500

65.59 Put 92.04 Call

April 1, 2024 - June 30, 2024

ICE BRENT

Zero Premium Collars

9,000

67.50 Put 96.99 Call

July 1, 2024 - September 30, 2024

ICE BRENT

Zero Premium Collars

9,000

67.22 Put 99.36 Call

October 1, 2024 - December 31, 2024

ICE BRENT

Zero Premium Collars

5,500

70.00 Put 98.86 Call

12


Note 5

Production and operating costs

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Staff costs

4,539

3,996

8,035

7,107

Share-based payment

187

234

331

259

Royalties in cash (a)

801

3,578

2,005

10,758

Economic rights in cash (a)

2,311

23,450

3,778

39,562

Well and facilities maintenance

5,756

6,001

11,407

11,374

Operation and maintenance

2,191

2,049

4,561

3,681

Consumables (b)

8,313

8,454

18,259

16,099

Equipment rental

1,658

552

3,086

1,767

Transportation costs

1,161

1,421

2,963

2,963

Field camp

1,689

1,619

3,183

2,824

Safety and insurance costs

915

1,095

1,855

1,822

Personnel transportation

838

918

1,813

1,678

Consultant fees

509

473

1,362

959

Gas plant costs

451

428

994

977

Non-operated blocks costs

5,002

5,097

9,995

9,598

Crude oil stock variation

1,823

(116)

767

(1,275)

Purchased crude oil

2,161

957

3,704

1,636

Other costs

1,105

483

1,852

1,396

41,410

60,689

79,950

113,185

(a)Royalties and economic rights in Colombia are payable to the Colombian National Hydrocarbons Agency (“ANH”) and are determined on a field-by-field basis depending on different variables such as crude quality and price levels, among others. During 2023 and 2024, the mix of royalties and economic rights paid “in-kind” increased as compared to royalties and economic rights paid ‘in-cash”. These changes caused variations in the ‘royalties in cash’ and ‘economic rights in cash’ line items from period to period, which are compensated by variations in the quantities of oil sales impacting the ‘Revenue’ line item in the Condensed Consolidated Statement of Income.

(b)Consumables include energy costs of US$ 5,450,000 and US$ 5,741,000 for the three-month periods ended June 30, 2024 and 2023, respectively, and US$ 12,661,000 and US$ 10,732,000 for the six-month periods ended June 30, 2024 and 2023, respectively. These costs were driven by a drought that affected the energy matrix in Colombia as a result of decreased availability of hydroelectric power.

Note 6

Geological and geophysical expenses

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Staff costs

2,053

1,849

3,803

3,836

Share-based payment

85

166

196

246

Communication and IT costs

756

463

1,183

940

Consultant fees

146

232

740

435

Allocation to capitalized project

(274)

(323)

(537)

(682)

Other services

151

156

270

285

2,917

2,543

5,655

5,060

13


Note 7

Administrative expenses

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Staff costs

7,108

6,861

13,447

12,557

Share-based payment

1,255

1,494

2,624

2,847

Consultant fees (a)

3,488

2,567

5,579

4,522

Safety and insurance costs

813

854

1,632

1,978

Travel expenses

367

611

740

1,102

Non-operated blocks expenses

888

331

1,299

657

Director fees and allowance

312

201

461

401

Communication and IT costs

1,056

879

1,719

1,446

Allocation to joint operations

(2,945)

(3,156)

(6,050)

(6,298)

Other administrative expenses

767

699

1,621

1,490

13,109

11,341

23,072

20,702

(a)The increase in consultant fees in 2024 is mainly due to advisory services related to new business efforts.

Note 8

Selling expenses

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Staff costs

134

133

250

234

Share-based payment

4

5

8

5

Transportation (a)

3,161

1,438

6,406

2,873

Selling taxes and other

1,087

647

1,862

1,464

4,386

2,223

8,526

4,576

(a)The rise in transportation costs is mainly attributed to deliveries at different sales points in the CPO-5 Block in Colombia. Sales at the wellhead incur no selling costs but yield lower revenue, while transportation expenses for sales to alternative delivery points are recognized as selling expenses.

Note 9

Financial results

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Financial expenses

  

  

  

  

Bank charges and other financial costs

(1,857)

(1,797)

(3,840)

(3,479)

Interest and amortization of debt issue costs

(7,752)

(7,699)

(15,499)

(15,393)

Unwinding of long-term liabilities

(1,276)

(1,744)

(2,683)

(3,288)

(10,885)

(11,240)

(22,022)

(22,160)

Financial income

  

  

  

  

Interest received

2,109

1,720

4,192

2,812

2,109

1,720

4,192

2,812

Foreign exchange gains and losses

  

  

  

  

Foreign exchange gain (loss)

5,955

(11,606)

6,119

(15,883)

Result on currency risk management contracts

2,024

2,909

5,955

(9,582)

6,119

(12,974)

Total financial results

(2,821)

(19,102)

(11,711)

(32,322)

14


Note 10

Income tax

The Group calculates income tax expense using the tax rate that would be applicable to the expected total annual earnings. The main components of income tax expense in the Condensed Consolidated Statement of Income are:

Three-month

Three-month

Six-month

Six-month

period ended

period ended

period ended

period ended

Amounts in US$ '000

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Current income tax expense

 

(34,167)

(44,628)

(80,562)

(74,479)

Deferred income tax expense

(27,595)

27,971

(26,073)

20,714

(61,762)

 

(16,657)

(106,635)

(53,765)

The effective tax rate was 71% and 33% for the three-month periods ended June 30, 2024 and 2023, respectively, and 66% and 47% for the six-month periods ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and 2023, the statutory income tax rate in Colombia was 35%, though a tax surcharge is also applicable, impacting companies engaged in the extraction of crude oil like GeoPark. The tax surcharge varies from zero to 15%, depending on different Brent oil prices. The Group currently estimates a tax surcharge of 15% for 2024, and therefore, the applicable statutory income tax rate in Colombia for 2024 would be 50%.

The Group’s consolidated effective tax rate of 71% for the three-month period ended June 30, 2024, which is higher than the statutory income tax rate in Colombia as noted above, is mainly driven by the effect of fluctuations of the Colombian peso on deferred income taxes (the Colombian peso devalued by 8%, representing an approximately 15% increase in the effective tax rate for the three-month period ended June 30, 2024).

15


Note 11

Property, plant and equipment

Furniture,

Exploration

equipment

Production

Buildings

and

Oil & gas

and

facilities and

and

Construction 

evaluation

Amounts in US$ '000

properties

vehicles

machinery

improvements

in progress

assets

Total

Cost at January 1, 2023

1,079,257

19,093

222,727

11,027

16,480

113,041

1,461,625

Additions

3,848

(a)

520

12

10

51,367

28,575

84,332

Disposals

(1,209)

(2,150)

(38)

(3,397)

Write-offs

(12,193)

(b)

(12,193)

Transfers

44,085

6,445

5

(45,690)

(4,845)

Currency translation differences

3,698

48

295

9

22

24

4,096

Cost at June 30, 2023

1,130,888

18,452

229,479

8,901

22,141

124,602

1,534,463

Cost at January 1, 2024

920,660

13,133

169,787

4,047

15,781

80,579

1,203,987

Additions

1,062

(a)

413

65,184

32,405

99,064

Disposals

(44)

(7)

(51)

Write-offs

(3,398)

(c)

(3,398)

Transfers

65,657

90

8,582

(58,969)

(15,360)

Currency translation differences

(6,251)

(82)

(533)

(16)

(2)

(43)

(6,927)

Cost at June 30, 2024

981,128

13,510

177,836

4,024

21,994

94,183

1,292,675

Depreciation and write-down at January 1, 2023

(642,280)

(16,799)

(129,073)

(6,594)

(794,746)

Depreciation

(45,643)

(665)

(6,591)

(273)

(53,172)

Disposals

1,182

1,877

3,059

Currency translation differences

(3,299)

(44)

(295)

(9)

(3,647)

Depreciation and write-down at June 30, 2023

(691,222)

(16,326)

(135,959)

(4,999)

(848,506)

Depreciation and write-down at January 1, 2024

(430,145)

(10,467)

(73,481)

(3,070)

(517,163)

Depreciation

(53,135)

(745)

(6,432)

(90)

(60,402)

Disposals

17

17

Currency translation differences

5,649

77

496

14

6,236

Depreciation and write-down at June 30, 2024

(477,631)

(11,118)

(79,417)

(3,146)

(571,312)

Carrying amount at June 30, 2023

439,666

2,126

93,520

3,902

22,141

124,602

685,957

Carrying amount at June 30, 2024

503,497

2,392

98,419

878

21,994

94,183

721,363

(a)Corresponds to the effect of the change in the estimate of asset retirement obligations.
(b)Corresponds to two unsuccessful exploratory wells drilled in the Llanos 87 Block (Colombia) and other exploration costs incurred in the Llanos 94 and the Coati Blocks (Colombia).
(c)Corresponds to an unsuccessful exploratory well drilled in the CPO-5 Block (Colombia).

16


Note 12     

Prepayments and other receivables

At

Year ended

Amounts in US$ '000

June 30, 2024

December 31, 2023

V.A.T.

7,697

4,310

Income tax payments in advance

2,774

3,685

Other prepaid taxes

117

23

To be recovered from co-venturers

6,480

8,630

Prepayments and other receivables

10,547

12,311

Advanced payment for business transaction in Argentina (a)

49,096

76,711

28,959

Classified as follows:

  

  

Current

73,702

25,896

Non-current

3,009

3,063

76,711

28,959

(a)This advanced payment was composed of US$ 38,000,000 for the acquisition of working interests in four unconventional blocks and US$ 11,096,000 for the acquisition of midstream capacity. See Note 20.

Note 13

Equity

Share capital

At

Year ended

Issued share capital

June 30, 2024

December 31, 2023

Common stock (US$ ´000)

51

55

The share capital is distributed as follows:

  

Common shares, of nominal US$ 0.001

51,162,533

55,327,520

Total common shares in issue

51,162,533

55,327,520

Authorized share capital

  

  

US$ per share

0.001

0.001

Number of common shares (US$ 0.001 each)

5,171,949,000

5,171,949,000

Amount in US$

5,171,949

5,171,949

GeoPark’s share capital only consists of common shares. The authorized share capital consists of 5,171,949,000 common shares, par value US$ 0.001 per share. All of the Company’s issued and outstanding common shares are fully paid and nonassessable.

Cash distributions

On March 6 and May 15, 2024, the Company’s Board of Directors declared cash dividends of US$ 0.136 and US$ 0.147 per share, respectively, which were paid on March 28 and June 14, 2024.

17


Note 13 (Continued)

Equity (Continued)

Repurchase of shares

On November 8, 2023, the Company’s Board of Directors approved the renewal of the recurring program to repurchase up to 10% of its shares outstanding or approximately 5,611,797 shares until December 31, 2024. During the six-month period ended June 30, 2024, no common shares were repurchased under this program.

On March 20, 2024, GeoPark announced a tender offer to purchase up to US$ 50,000,000 of its common shares. Consequently, on April 22, 2024, the Company acquired 4,369,181 of its common shares at a purchase price of US$ 10 per share, for a total cost of US$ 43,691,810, excluding fees and other expenses related to the tender offer.

Other reserves

GeoPark applies hedge accounting for the derivative financial instruments entered to manage its exposure to oil price risk. Consequently, the Group’s derivatives are designated and qualify as cash flow hedges and, therefore, the effective portion of changes in the fair values of these derivative contracts and the income tax relating to those results are recognized in Other Reserve within Equity. The amount accumulated in Other Reserves is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss. During the six-month period ended June 30, 2024, a realized loss of US$ 85,000 on commodity risk management contracts was reclassified to the Condensed Consolidated Statement of Income.

Note 14

Borrowings

The outstanding amounts are as follows:

At

Year ended

Amounts in US$ '000

June 30, 2024

December 31, 2023

2027 Notes

502,730

500,981

502,730

500,981

Classified as follows:

Current

12,528

12,528

Non-Current

490,202

488,453

Note 15

Provisions and other long-term liabilities

The outstanding amounts are as follows:

At

Year ended

Amounts in US$ '000

June 30, 2024

December 31, 2023

Asset retirement obligation

23,478

23,536

Deferred income

691

810

Other

8,415

9,737

32,584

34,083

18


Note 16

Trade and other payables

The outstanding amounts are as follows:

At

Year ended

Amounts in US$ '000

June 30, 2024

December 31, 2023

Trade payables

85,014

108,977

To be paid to co-venturers

1,616

522

Customer advance payments

7,035

Other short-term advance payments

450

Outstanding commitments in Chile (a)

5,869

5,869

Staff costs to be paid

7,476

10,852

Royalties to be paid

642

791

V.A.T.

975

Taxes and other debts to be paid

5,364

9,381

113,016

137,817

Classified as follows:

At

Year ended

Amounts in US$ '000

June 30, 2024

December 31, 2023

Current

113,016

137,817

Non-Current

(a)Investment commitments in the Campanario and Isla Norte Blocks as a result of the divestment of the Group´s business in Chile. See Note 20.

Note 17

Offtake and prepayment agreement

On May 9, 2024, GeoPark announced the execution of an offtake and prepayment agreement with Vitol, one of the world’s leading energy and commodity companies. The offtake agreement provides for GeoPark to sell and deliver to Vitol a minimum of 20,000 barrels per day of production from the Llanos 34 Block in Colombia, and will start on July 1, 2024, for a minimum of 20 months and up to 36 months.

As part of this transaction, GeoPark obtained immediate access to committed funding from Vitol for up to US$ 300,000,000, with an option to increase by another US$ 200,000,000, in prepaid future oil sales over the period of the offtake agreement. Funds committed by Vitol will be made available until June 30, 2025, subject to certain conditions. Amounts drawn on this prepayment facility can be repaid through future oil deliveries or prepaid at any time without penalty. The interest cost is based on a SOFR risk-free rate plus a margin of 3.75% per annum. As of the date of these interim condensed consolidated financial statements, GeoPark has not withdrawn any amount under this prepayment agreement.

19


Note 18

Fair value measurement of financial instruments

Fair value hierarchy

The following table presents the Group’s financial assets and financial liabilities measured and recognized at fair value at June 30, 2024, and December 31, 2023, on a recurring basis:

At

Amounts in US$ '000

Level 1

Level 2

June 30, 2024

Assets

  

  

  

Derivative financial instrument assets

  

  

  

Commodity risk management contracts

130

130

Total Assets

130

130

Liabilities

Derivative financial instrument liabilities

  

  

  

Commodity risk management contracts

41

41

Total Liabilities

41

41

At

Amounts in US$ '000

Level 1

Level 2

December 31, 2023

Assets

  

  

  

Derivative financial instrument assets

  

  

  

Commodity risk management contracts

3,775

3,775

Total Assets

3,775

3,775

Liabilities

  

  

  

Derivative financial instrument liabilities

  

  

  

Commodity risk management contracts

70

70

Total Liabilities

70

70

There were no transfers between Level 2 and 3 during the period. The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as of June 30, 2024.

Fair values of other financial instruments (unrecognized)

The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature.

Borrowings are comprised of fixed rate debt and are measured at their amortized cost. The Group estimates that the fair value of its financial liabilities is approximately 91% of its carrying amount, including interest accrued as of June 30, 2024. Fair value was calculated based on market price for the Notes and is within Level 1 of the fair value hierarchy.

20


Note 19

Capital commitments

Capital commitments are detailed in Note 33.2 to the audited Consolidated Financial Statements as of December 31, 2023. The following updates have taken place during the six-month period ended June 30, 2024:

The Group incurred investments of US$ 11,170,000 to fulfill its commitments, at GeoPark’s working interest.

Colombia

The Llanos 123 Block entered exploratory phase 2, which includes the commitment of drilling one exploratory well for US$ 3,343,000, at GeoPark’s working interest, before January 14, 2027.

The Colombian National Hydrocarbons Agency (“ANH”) approved GeoPark’s requests to extend the exploratory phase in the Llanos 124 Block until July 14, 2025, including an additional exploratory well for US$ 3,343,000, at GeoPark’s working interest. As of the date of these interim condensed consolidated financial statements, the total investments needed to fulfil the commitments in the block have already been incurred or transferred to another block, and the approval of the ANH is pending.

The ANH approved GeoPark´s request to extend the PUT-8 Block commitment term to May 19, 2025.

GeoPark fulfilled the committed 3D seismic in the Llanos 86 and Llanos 104 Blocks and the approval of the ANH is pending.

Ecuador

GeoPark drilled the third exploratory well out of four committed wells in the Espejo Block.

Note 20

Business transactions

Argentina

On May 13, 2024, GeoPark announced that it signed an Asset Purchase Agreement with Phoenix Global Resources (“PGR”), a subsidiary of Mercuria Energy Trading (“Mercuria”), for the acquisition of non-operated working interest (“WI”) in four adjacent unconventional blocks in the Neuquén Basin in Argentina as follows: a 45% WI in each of the Mata Mora Norte producing block and Mata Mora Sur exploration block, located in Neuquén Province, and a 50% WI in each of the Confluencia Norte and Confluencia Sur exploration blocks, located in Rio Negro Province.

Under the terms of the agreement, GeoPark will pay an upfront consideration of US$ 190,000,000 and will fund 100% of exploratory commitments up to US$ 113,000,000 gross (US$ 56,500,000 of net carry), to be funded over two years, an acquisition of midstream capacity according to the WI of US$ 11,096,000, and a US$ 10,000,000 bonus contingent on results in the Confluencia exploration campaign. As of the date of these interim condensed consolidated financial statements, GeoPark has already made an advanced payment of US$ 49,096,000. The transaction is expected to close before the end of the third quarter of 2024, pending customary regulatory approvals.

21


Note 20 (Continued)

Business transactions (Continued)

Chile

On December 20, 2023, GeoPark signed a Stock Purchase Agreement to sell its wholly-owned subsidiary GeoPark Chile S.p.A. and its subsidiaries, GeoPark Fell S.p.A., GeoPark TdF S.p.A. and GeoPark Magallanes Limitada, which comprised the entire business of GeoPark in Chile, for a total consideration of US$ 4,000,000, subject to working capital adjustments. At that date, GeoPark collected an advanced payment of US$ 450,000.

As part of the agreement, GeoPark remains responsible for the outstanding investment commitments in the Campanario and Isla Norte Blocks for US$ 5,002,000 and US$ 867,100, respectively. Additionally, GeoPark keeps the private right over unconventional activities that would be carried out in the Fell Block and 95% of the revenue derived from such activities over the current operating contract.

The divestment transaction closed on January 18, 2024, and consequently GeoPark received an additional payment of US$ 2,792,000, plus a working capital adjustment of US$ 486,000. The remaining outstanding amount of US$ 758,000 was agreed to be received in 23 monthly equal installments of approximately US$ 33,000.

22


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.

GeoPark Limited

By:

/s/ Jaime Caballero Uribe .

Name:   Jaime Caballero Uribe

Title:      Chief Financial Officer

Date: August 14, 2024

23



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