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 May 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 periods ended March 31, 2024 and 2023.


Item 1

GEOPARK LIMITED

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

AND EXPLANATORY NOTES

For the three-month periods ended March 31, 2024 and 2023



Table of Contents

GEOPARK LIMITED

MARCH 31, 2024

CONDENSED CONSOLIDATED STATEMENT OF INCOME

    

    

Three-month

    

Three-month

 

period ended

 

period ended

March 31, 2024

March 31, 2023

Amounts in US$ '000

Note

 

(Unaudited)

 

(Unaudited)

REVENUE

 

3

 

167,416

 

182,451

Production and operating costs

 

5

 

(38,540)

 

(52,496)

Geological and geophysical expenses

 

6

 

(2,738)

 

(2,517)

Administrative expenses

 

7

 

(9,963)

 

(9,361)

Selling expenses

 

8

 

(4,140)

 

(2,353)

Depreciation

 

  

 

(28,659)

 

(27,203)

Write-off of unsuccessful exploration efforts

11

 

(10,580)

Other income (expenses)

 

  

 

579

 

(1,356)

OPERATING PROFIT

 

  

 

83,955

 

76,585

Financial expenses

 

9

 

(11,137)

 

(10,920)

Financial income

 

9

 

2,083

 

1,092

Foreign exchange profit (loss)

 

9

 

164

 

(3,392)

PROFIT BEFORE INCOME TAX

 

  

 

75,065

 

63,365

Income tax expense

 

  

 

(44,873)

 

(37,108)

PROFIT FOR THE PERIOD

 

  

 

30,192

 

26,257

Earnings per share (in US$). Basic

 

  

 

0.55

 

0.45

Earnings per share (in US$). Diluted

 

  

 

0.54

 

0.45

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

3


Table of Contents

GEOPARK LIMITED

MARCH 31, 2024

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

    

Three-month

    

Three-month

 

period ended

 

period ended

March 31, 2024

 

March 31, 2023

Amounts in US$ '000

 

(Unaudited)

 

(Unaudited)

Profit for the period

 

30,192

 

26,257

Other comprehensive income

 

  

 

  

Items that may be subsequently reclassified to profit or loss:

 

  

 

  

Currency translation differences

(386)

601

(Loss) Gain on cash flow hedges (a)

(3,943)

1,142

Income tax benefit (expense) relating to cash flow hedges

 

1,971

 

(571)

Other comprehensive (loss) profit for the period

 

(2,358)

 

1,172

Total comprehensive profit for the period

 

27,834

 

27,429

(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

MARCH 31, 2024

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

    

Note

    

At March 31, 

    

Year ended

2024

December 31, 

Amounts in US$ '000

 

(Unaudited)

 

2023

ASSETS

 

  

 

  

 

  

NON CURRENT ASSETS

 

  

 

  

 

  

Property, plant and equipment

 

11

 

708,450

 

686,824

Right-of-use assets

 

  

 

27,234

 

28,451

Prepayments and other receivables

 

  

 

3,324

 

3,063

Other financial assets

 

  

 

12,568

 

12,564

Deferred income tax asset

 

  

 

16,932

 

15,920

TOTAL NON CURRENT ASSETS

 

  

 

768,508

 

746,822

CURRENT ASSETS

 

  

 

  

 

  

Inventories

 

  

 

14,846

 

13,552

Trade receivables

 

  

 

56,501

 

65,049

Prepayments and other receivables

 

  

 

27,282

 

25,896

Derivative financial instrument assets

 

16

 

19

 

3,775

Cash and cash equivalents

 

  

 

150,721

 

133,036

Assets held for sale

28,419

TOTAL CURRENT ASSETS

 

  

 

249,369

 

269,727

TOTAL ASSETS

 

  

 

1,017,877

 

1,016,549

EQUITY

 

  

 

  

 

  

Equity attributable to owners of the Company

 

  

 

  

 

  

Share capital

 

12

 

55

 

55

Share premium

 

  

 

115,896

 

111,281

Translation reserve

(10,348)

(9,962)

Reserves

 

  

 

35,624

 

45,116

Retained earnings

 

  

 

56,735

 

29,530

TOTAL EQUITY

 

  

 

197,962

 

176,020

LIABILITIES

 

  

 

  

 

  

NON CURRENT LIABILITIES

 

  

 

  

 

  

Borrowings

 

13

 

489,325

 

488,453

Lease liabilities

 

  

 

22,511

 

23,387

Provisions and other long-term liabilities

 

14

 

34,950

 

34,083

Deferred income tax liability

 

  

 

64,979

 

64,063

TOTAL NON CURRENT LIABILITIES

 

  

 

611,765

 

609,986

CURRENT LIABILITIES

 

  

 

  

 

  

Borrowings

 

13

 

5,653

 

12,528

Lease liabilities

 

  

 

8,292

 

8,911

Derivative financial instrument liabilities

 

16

 

343

 

70

Current income tax liability

 

  

 

72,604

 

44,269

Trade and other payables

 

15

 

121,258

 

137,817

Liabilities associated with assets held for sale

 

26,948

TOTAL CURRENT LIABILITIES

 

  

 

208,150

 

230,543

TOTAL LIABILITIES

 

  

 

819,915

 

840,529

TOTAL EQUITY AND LIABILITIES

 

  

 

1,017,877

 

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

MARCH 31, 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 three-month period

 

 

 

 

 

26,257

 

26,257

Other comprehensive profit for the period

 

 

 

601

 

571

 

 

1,172

Total comprehensive profit for the period ended March 31, 2023

 

 

 

601

 

571

 

26,257

 

27,429

Transactions with owners:

 

  

 

  

 

  

 

  

 

  

 

  

Share-based payment

 

1

 

6,588

 

 

 

(5,131)

 

1,458

Repurchase of shares

 

(1)

 

(7,542)

 

 

 

 

(7,543)

Cash distribution

 

 

 

(7,505)

 

 

(7,505)

Total transactions with owners for the period ended March 31, 2023

 

 

(954)

 

 

(7,505)

 

(5,131)

 

(13,590)

Balance at March 31, 2023 (Unaudited)

 

58

 

133,844

 

(10,985)

 

66,528

 

(60,021)

 

129,424

Balance at January 1, 2024

 

55

 

111,281

 

(9,962)

 

45,116

 

29,530

    

176,020

Comprehensive income:

 

  

 

  

 

  

 

  

 

  

 

  

Profit for the three-month period

 

 

 

 

 

30,192

 

30,192

Other comprehensive profit for the period

 

 

 

(386)

 

(1,972)

 

 

(2,358)

Total comprehensive profit for the period ended March 31, 2024

 

 

 

(386)

 

(1,972)

 

30,192

 

27,834

Transactions with owners:

 

  

 

  

 

  

 

  

 

  

 

  

Share-based payment

 

 

4,615

 

 

 

(2,987)

 

1,628

Cash distribution

 

 

 

(7,520)

 

 

(7,520)

Total transactions with owners for the period ended March 31, 2024

 

 

4,615

 

 

(7,520)

 

(2,987)

 

(5,892)

Balance at March 31, 2024 (Unaudited)

 

55

115,896

 

(10,348)

 

35,624

 

56,735

 

197,962

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

    

Three-month

    

Three-month

 

period ended

 

period ended

 

March 31, 2024

 

March 31, 2023

Amounts in US$ '000

 

(Unaudited)

 

(Unaudited)

Cash flows from operating activities

 

  

 

  

Profit for the period

 

30,192

 

26,257

Adjustments for:

 

  

 

  

Income tax expense

 

44,873

 

37,108

Depreciation

 

28,659

 

27,203

Write-off of unsuccessful exploration efforts

10,580

Amortization of other long-term liabilities

 

(30)

 

(31)

Accrual of borrowing interests

 

7,747

 

7,694

Unwinding of long-term liabilities

 

1,407

 

1,544

Accrual of share-based payment

 

1,628

 

1,458

Foreign exchange (gain) loss

 

(164)

 

3,392

Income tax paid (a)

 

(6,917)

 

(6,002)

Change in working capital (b)

 

(19,774)

 

(17,280)

Cash flows from operating activities – net

 

87,621

 

91,923

Cash flows from investing activities

 

  

 

  

Purchase of property, plant and equipment

 

(48,807)

 

(44,959)

Proceeds from disposal of long-term assets (c)

2,158

Cash flows used in investing activities – net

 

(46,649)

 

(44,959)

Cash flows from financing activities

 

  

 

  

Interest paid

 

(13,750)

 

(13,750)

Lease payments

 

(1,857)

 

(1,900)

Repurchase of shares

 

 

(7,543)

Cash distribution

(7,520)

(7,505)

Cash flows used in financing activities - net

 

(23,127)

 

(30,698)

Net increase in cash and cash equivalents

 

17,845

 

16,266

Cash and cash equivalents at January 1

 

133,036

 

128,843

Currency translation differences

 

(160)

 

264

Cash and cash equivalents at the end of the period

 

150,721

 

145,373

Ending Cash and cash equivalents are specified as follows:

 

  

 

  

Cash at bank and bank deposits

 

150,711

 

145,361

Cash in hand

 

10

 

12

Cash and cash equivalents

 

150,721

 

145,373

(a)Includes self-withholding taxes of US$ 6,743,000 and US$ 5,886,000 during the three-month periods ended March 31, 2024 and 2023, respectively.
(b)Includes withholding taxes from clients of US$ 8,106,000 and US$ 5,308,000 during the three-month periods ended March 31, 2024 and 2023, respectively.
(c)Net of cash assigned to the purchaser within the Chilean subsidiaries. See Note 18.

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 May 15, 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$ 150,721,000 as of March 31, 2024. In addition, GeoPark has access to a US$ 80,000,000 senior unsecured credit agreement with Banco BTG Pactual S.A. and Banco Latinoamericano de Comercio Exterior S.A. and to US$ 181,100,000 in uncommitted credit lines.

Subsidiary undertakings

The following chart illustrates the main companies of the Group structure as of March 31, 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 three-month period ended March 31, 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 18.

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.

Three-month period ended March 31, 2024:

Amounts in US$ '000

    

Total

    

Colombia

    

Ecuador

    

Brazil

    

Chile (a)

    

Argentina

    

Corporate

Revenue

 

167,416

 

160,472

 

1,800

 

2,945

 

398

 

 

1,801

Sale of crude oil

 

162,187

 

160,273

 

1,800

 

114

 

 

 

Sale of purchased crude oil

1,801

 

 

 

 

 

1,801

Sale of gas

 

3,513

 

284

 

 

2,831

 

398

 

 

Commodity risk management contracts designated as cash flow hedges

(85)

 

(85)

 

 

 

 

 

Production and operating costs

 

(38,540)

 

(33,957)

 

(1,212)

 

(1,391)

 

(437)

 

 

(1,543)

Royalties in cash

 

(1,204)

 

(966)

 

 

(226)

 

(12)

 

 

Economic rights in cash

(1,467)

(1,467)

 

 

 

 

 

Share-based payment

 

(144)

 

(143)

 

(1)

 

 

 

 

Operating costs

 

(35,725)

 

(31,381)

 

(1,211)

 

(1,165)

 

(425)

 

 

(1,543)

Depreciation

 

(28,659)

 

(27,680)

 

(429)

 

(544)

 

 

(5)

 

(1)

Adjusted EBITDA

 

111,543

 

113,405

 

(279)

 

796

 

(120)

 

(576)

 

(1,683)

Three-month period ended March 31, 2023:

Amounts in US$ '000

    

Total

    

Colombia

    

Ecuador

    

Brazil

    

Chile (a)

    

Argentina

    

Corporate

Revenue

 

182,451

 

170,900

 

3,044

 

3,254

 

4,461

 

 

792

Sale of crude oil

 

175,114

 

170,717

 

3,044

 

112

 

1,241

 

 

Sale of purchased crude oil

792

 

 

 

 

 

 

792

Sale of gas

 

6,545

 

183

 

 

3,142

 

3,220

 

 

Production and operating costs

 

(52,496)

 

(47,389)

 

(1,342)

 

(985)

 

(2,101)

 

 

(679)

Royalties in cash

 

(7,180)

 

(6,762)

 

 

(259)

 

(159)

 

 

Economic rights in cash

(16,112)

(16,112)

 

 

 

 

 

Share-based payment

 

(25)

 

(25)

 

 

 

 

 

Operating costs

 

(29,179)

 

(24,490)

 

(1,342)

 

(726)

 

(1,942)

 

 

(679)

Depreciation

 

(27,203)

 

(22,527)

 

(1,334)

 

(551)

 

(2,784)

 

(6)

 

(1)

Adjusted EBITDA

 

114,923

 

113,537

 

958

 

1,572

 

1,474

 

(653)

 

(1,965)

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

10


Note 2 (Continued)

Segment information (Continued)

Total Assets

    

Total

    

Colombia

    

Ecuador

    

Brazil

    

Chile (a)

    

Argentina

    

Corporate

March 31, 2024

 

1,017,877

 

927,075

 

52,636

 

27,475

 

 

175

 

10,516

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 18.

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

    

Three-month

    

Three-month

 

period ended

 

period ended

March 31, 2024

 

March 31, 2023

Adjusted EBITDA

 

111,543

 

114,923

Depreciation (a)

 

(28,659)

 

(27,203)

Write-off of unsuccessful exploration efforts

 

(10,580)

Share-based payment

 

(1,628)

 

(1,458)

Lease accounting - IFRS 16

 

1,857

 

1,900

Others (b)

 

842

 

(997)

Operating profit

 

83,955

 

76,585

Financial expenses

 

(11,137)

 

(10,920)

Financial income

 

2,083

 

1,092

Foreign exchange gain (loss)

 

164

 

(3,392)

Profit before tax

 

75,065

 

63,365

(a)Net of capitalized costs for oil stock included in Inventories. Depreciation for the three-month period ended March 31, 2024, includes US$ 426,000 (US$ 486,000 for the same period in 2023) generated by assets not related to production activities.

(b)Includes allocation to capitalized projects.

Note 3

Revenue

Three-month

    

Three-month

period ended

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Sale of crude oil

162,187

175,114

Sale of purchased crude oil

1,801

792

Sale of gas

3,513

6,545

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

(85)

167,416

182,451

(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 three-month period ended March 31, 2024, and for the following periods as a consequence of the derivative contracts in force as of March 31, 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

7,000

66.43 Put 99.32 Call

October 1, 2024 - December 31, 2024

ICE BRENT

Zero Premium Collars

1,000

70.00 Put 96.00 Call

12


Note 5

Production and operating costs

Three-month

    

Three-month

period ended

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Staff costs

3,496

3,111

Share-based payment

144

25

Royalties in cash (a)

1,204

7,180

Economic rights in cash (a)

1,467

16,112

Well and facilities maintenance

5,651

5,373

Operation and maintenance

2,370

1,632

Consumables (b)

9,946

7,645

Equipment rental

1,428

1,215

Transportation costs

1,802

1,542

Field camp

1,494

1,205

Safety and insurance costs

940

727

Personnel transportation

975

760

Consultant fees

853

486

Gas plant costs

543

549

Non-operated blocks costs

4,993

4,501

Crude oil stock variation

(1,056)

(1,159)

Purchased crude oil

1,543

679

Other costs

747

913

38,540

52,496

(a)Royalties and economic rights in Colombia are payable to the 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$ 7,211,000 and US$ 4,990,000 for the three-month periods ended March 31, 2024 and 2023, respectively. The increase was 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

period ended

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Staff costs

1,750

1,987

Share-based payment

111

80

Communication and IT costs

427

477

Consultant fees

594

203

Allocation to capitalized project

(263)

(359)

Other services

119

129

2,738

2,517

13


Note 7

Administrative expenses

    

Three-month

    

Three-month

period ended

 

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Staff costs

 

6,339

 

5,696

Share-based payment

 

1,369

 

1,353

Consultant fees

 

2,091

 

1,955

Safety and insurance costs

819

 

1,124

Travel expenses

 

373

 

491

Non-operated blocks expenses

411

 

326

Director fees and allowance

 

149

 

200

Communication and IT costs

 

663

 

567

Allocation to joint operations

 

(3,105)

 

(3,142)

Other administrative expenses

 

854

 

791

9,963

 

9,361

Note 8

Selling expenses

    

Three-month

    

Three-month

 

period ended

 

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Staff costs

 

116

 

101

Share-based payment

4

 

Transportation (a)

3,245

 

1,435

Selling taxes and other

 

775

 

817

4,140

 

2,353

(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

 

period ended

 

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Financial expenses

 

  

 

  

Bank charges and other financial costs

 

(1,983)

 

(1,682)

Interest and amortization of debt issue costs

 

(7,747)

 

(7,694)

Unwinding of long-term liabilities

 

(1,407)

 

(1,544)

(11,137)

 

(10,920)

Financial income

 

  

 

  

Interest received

 

2,083

 

1,092

2,083

 

1,092

Foreign exchange gains and losses

 

  

 

  

Foreign exchange gain (loss)

 

164

 

(4,277)

Unrealized result on currency risk management contracts

885

164

 

(3,392)

Total financial results

 

(8,890)

 

(13,220)

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

 

period ended

 

period ended

Amounts in US$ '000

March 31, 2024

March 31, 2023

Current income tax expense

 

(46,395)

 

(29,851)

Deferred income tax expense

1,522

 

(7,257)

(44,873)

 

(37,108)

The effective tax rate was 60% and 59% for the three-month periods ended March 31, 2024, and 2023, respectively.

As of March 31, 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 60%, which is higher than the statutory income tax rate in Colombia as noted above, is driven by tax losses from non-taxable jurisdictions or where no deferred income tax benefit is recognized.

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

 

1,340

(a)

225

12

3

25,434

15,466

42,480

Transfers

 

24,034

2,943

5

(24,361)

(2,621)

Currency translation differences

 

1,208

16

96

3

7

8

1,338

Disposals

(44)

(44)

Write-offs

(10,580)

(b)

(10,580)

Cost at March 31, 2023

 

1,105,839

19,290

225,778

11,038

17,560

115,314

1,494,819

Cost at January 1, 2024

 

920,660

 

13,133

 

169,787

 

4,047

 

15,781

 

80,579

 

1,203,987

Additions

 

1,603

(a)

311

34,294

14,202

50,410

Transfers

 

28,315

91

5,073

(27,196)

(6,283)

Currency translation differences

 

(1,502)

(20)

(127)

(4)

(10)

(1,663)

Cost at March 31, 2024

 

949,076

13,515

174,733

4,043

22,879

88,488

1,252,734

Depreciation and write-down at January 1, 2023

 

(642,280)

 

(16,799)

 

(129,073)

 

(6,594)

 

 

 

(794,746)

Depreciation

 

(22,175)

(339)

(3,251)

(147)

 

(25,912)

Currency translation differences

 

(1,061)

(14)

(96)

(3)

 

(1,174)

Disposals

44

44

Depreciation and write-down at March 31, 2023

 

(665,516)

 

(17,108)

 

(132,420)

 

(6,744)

 

 

 

(821,788)

Depreciation and write-down at January 1, 2024

 

(430,145)

(10,467)

(73,481)

(3,070)

 

(517,163)

Depreciation

 

(25,158)

(381)

(3,035)

(45)

(28,619)

Currency translation differences

 

1,357

19

119

3

1,498

Depreciation and write-down at March 31, 2024

 

(453,946)

 

(10,829)

 

(76,397)

 

(3,112)

 

 

 

(544,284)

Carrying amount at March 31, 2023

 

440,323

 

2,182

 

93,358

 

4,294

 

17,560

 

115,314

 

673,031

Carrying amount at March 31, 2024

 

495,130

 

2,686

 

98,336

 

931

 

22,879

 

88,488

 

708,450

(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 Block (Colombia).

16


Note 12

Equity

Share capital

    

At

    

Year ended

Issued share capital

 

March 31, 2024

 

December 31, 2023

Common stock (US$ '000)

 

55

 

55

The share capital is distributed as follows:

 

  

 

Common shares, of nominal US$ 0.001

 

55,474,802

 

55,327,520

Total common shares in issue

 

55,474,802

 

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, 2024, the Company’s Board of Directors declared cash dividends of US$ 0.136 per share which were paid on March 28, 2024.

Buyback program

On November 8, 2023, the Company’s Board of Directors approved the renewal of the program to repurchase up to 10% of its shares outstanding or approximately 5,611,797 shares until December 31, 2024. During the three-month period ended March 31, 2024, no common shares were repurchased. For information about the repurchase of shares executed after the date of these interim condensed consolidated financial statements, see Note 19.

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 three-month period ended March 31, 2024, a realized loss of US$ 85,000 on commodity risk management contracts was reclassified to the Condensed Consolidated Statement of Income.

17


Note 13

Borrowings

The outstanding amounts are as follows:

    

At

    

Year ended

Amounts in US$ '000

 

March 31, 2024

 

December 31, 2023

2027 Notes

 

494,978

 

500,981

494,978

 

500,981

Classified as follows:

Current

    

5,653

    

12,528

Non-Current

 

489,325

 

488,453

Note 14

Provisions and other long-term liabilities

The outstanding amounts are as follows:

    

At

    

Year ended

Amounts in US$ '000

 

March 31, 2024

 

December 31, 2023

Assets retirement obligation

 

25,099

 

23,536

Deferred income

 

775

 

810

Other

 

9,076

 

9,737

34,950

 

34,083

Note 15

Trade and other payables

The outstanding amounts are as follows:

    

At

    

Year ended

Amounts in US$ '000

 

March 31, 2024

 

December 31, 2023

Trade payables

 

93,150

 

108,977

To be paid to co-venturers

 

362

 

522

Customer advance payments

5,757

 

Other short-term advance payments

 

450

Outstanding commitments in Chile (a)

5,869

 

5,869

Staff costs to be paid

 

9,519

 

10,852

Royalties to be paid

 

798

 

791

V.A.T.

 

71

 

975

Taxes and other debts to be paid

 

5,732

 

9,381

121,258

 

137,817

(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 18).

18


Note 15 (Continued)

Trade and other payables (Continued)

Classified as follows:

Current

    

121,258

    

137,817

Non-Current

 

 

Note 16

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 March 31, 2024, and December 31, 2023, on a recurring basis:

    

    

    

As of

Amounts in US$ '000

Level 1

Level 2

 

March 31, 2024

Assets

 

  

 

  

 

  

Derivative financial instrument assets

Commodity risk management contracts

19

19

Total Assets

19

19

Liabilities

 

  

 

  

 

  

Derivative financial instrument liabilities

 

  

 

  

 

  

Commodity risk management contracts

 

 

343

 

343

Total Liabilities

 

 

343

 

343

    

    

    

As of

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 March 31, 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 March 31, 2024. Fair value was calculated based on market price for the Notes and is within Level 1 of the fair value hierarchy.

19


Note 17

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 three-month period ended March 31, 2024:

The Group incurred investments of US$ 7,823,000 to fulfill its commitments, at GeoPark’s working interest.

Colombia

The Llanos 123 Block entered into 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.

Note 18

Business transactions

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 comprise 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 preliminary 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.

Note 19

Subsequent events

Repurchase of shares

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.

20


Note 19 (Continued)

Subsequent events (Continued)

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 will obtain 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 contract. 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.

Business transaction

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. The transaction is expected to close before the end of the third quarter of 2024, pending customary regulatory approvals.

21


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: May 15, 2024

22



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