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6-K

GeoPark Ltd (GPRK)

6-K 2023-11-09 For: 2023-11-08
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Added on April 12, 2026

Table of Contents ​

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 November 2023


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

Table of Contents

GEOPARK LIMITED

TABLE OF CONTENTS

ITEM

1. Interim Condensed Consolidated Financial Statements and Explanatory Notes for the three-month and nine-month periods ended September 30, 2023 and 2022.

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Item 1

GEOPARK LIMITED

INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

AND EXPLANATORY NOTES

For the three-month and nine-month periods ended September 30, 2023 and 2022

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GEOPARK LIMITED

SEPTEMBER 30, 2023

CONTENTS

Page
3 Condensed Consolidated Statement of Income
4 Condensed Consolidated Statement of Comprehensive Income
5 Condensed Consolidated Statement of Financial Position
6 Condensed Consolidated Statement of Changes in Equity
7 Condensed Consolidated Statement of Cash Flow
8 Explanatory Notes to the Interim Condensed Consolidated Financial Statements

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GEOPARK LIMITED

SEPTEMBER 30, 2023

CONDENSED CONSOLIDATED STATEMENT OF INCOME

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2023 2022 2023 2022
Amounts in US$ ´000 Note (Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUE 3 192,134 258,249 556,911 818,629
Commodity risk management contracts 4 22,993 (70,683)
Production and operating costs 5 (58,208) (87,134) (171,393) (282,800)
Geological and geophysical expenses 6 (2,562) (2,322) (7,622) (8,019)
Administrative expenses 7 (11,571) (14,348) (32,273) (35,128)
Selling expenses 8 (3,749) (2,049) (8,325) (5,217)
Depreciation (29,819) (21,416) (86,379) (66,200)
Write-off of unsuccessful exploration efforts 11 (9,346) (5,935) (21,539) (5,935)
Other income (expenses) 3,603 (2,657) (2,804) 2,737
OPERATING PROFIT 80,482 145,381 226,576 347,384
Financial expenses 9 (12,454) (14,126) (34,614) (46,192)
Financial income 9 1,856 783 4,668 2,223
Foreign exchange (loss) gain 9 (3,952) 11,516 (16,926) 11,970
PROFIT BEFORE INCOME TAX 65,932 143,554 179,704 315,385
Income tax expense 10 (41,164) (70,172) (94,929) (143,138)
PROFIT FOR THE PERIOD 24,768 73,382 84,775 172,247
Earnings per share (in US$). Basic 0.44 1.24 1.48 2.89
Earnings per share (in US$). Diluted 0.44 1.23 1.48 2.85

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

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GEOPARK LIMITED

SEPTEMBER 30, 2023

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2023 2022 2023 2022
Amounts in US$ ´000 (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Profit for the period 24,768 73,382 84,775 172,247
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Currency translation differences (210) 243 1,122 1,442
(Loss) Profit on cash flow hedges^(a)^ (8,088) 9,304 (7,004) 5,057
Income tax benefit (expense) relating to cash flow hedges 4,044 (3,256) 3,502 (1,770)
Other comprehensive (loss) profit for the period (4,254) 6,291 (2,380) 4,729
Total comprehensive profit for the period 20,514 79,673 82,395 176,976

(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.

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GEOPARK LIMITED

SEPTEMBER 30, 2023

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Note At September 30, 2023 Year ended
Amounts in US$ ´000 (Unaudited) December 31, 2022
ASSETS
NON CURRENT ASSETS
Property, plant and equipment 11 699,889 666,879
Right-of-use assets 31,119 37,011
Prepayments and other receivables 144 121
Other financial assets 14,035 12,877
Deferred income tax asset 17,870 18,943
TOTAL NON CURRENT ASSETS 763,057 735,831
CURRENT ASSETS
Inventories 12,181 14,434
Trade receivables 63,272 71,794
Prepayments and other receivables 27,156 22,106
Derivative financial instrument assets 16 967
Cash and cash equivalents 106,300 128,843
TOTAL CURRENT ASSETS 208,909 238,144
TOTAL ASSETS 971,966 973,975
EQUITY **** ****
Equity attributable to owners of the Company
Share capital 12 56 58
Share premium 118,343 134,798
Reserves 37,230 61,876
Retained earnings (Accumulated losses) 1,748 (81,147)
TOTAL EQUITY 157,377 115,585
LIABILITIES **** ****
NON CURRENT LIABILITIES **** ****
Borrowings 13 487,603 485,114
Lease liabilities 25,468 22,051
Provisions and other long-term liabilities 14 54,612 51,947
Deferred income tax liability 55,680 70,123
TOTAL NON CURRENT LIABILITIES 623,363 629,235
CURRENT LIABILITIES **** ****
Borrowings 13 5,653 12,528
Lease liabilities 7,131 10,000
Derivative financial instrument liabilities 16 6,526 19
Current income tax liability 57,298 65,002
Trade and other payables 15 114,618 141,606
TOTAL CURRENT LIABILITIES 191,226 229,155
TOTAL LIABILITIES 814,589 858,390
TOTAL EQUITY AND LIABILITIES 971,966 973,975

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

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GEOPARK LIMITED

SEPTEMBER 30, 2023

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to owners of the Company
Retained
earnings
Share Share Other Translation (Accumulated
Amount in US$ '000 Capital Premium Reserve Reserve losses) Total
Equity at January 1, 2022 60 169,220 97,261 (13,707) (314,779) (61,945)
Comprehensive income: **** **** **** **** **** ****
Profit for the nine-month period 172,247 172,247
Other comprehensive profit for the period 3,287 1,442 4,729
Total comprehensive profit for the period ended September 30, 2022 3,287 1,442 172,247 176,976
Transactions with owners: **** **** **** **** **** ****
Share-based payment 1 1,565 6,010 7,576
Repurchase of shares (2) (23,062) (23,064)
Cash distribution (17,001) (17,001)
Total transactions with owners for the period ended September 30, 2022 (1) (21,497) (17,001) 6,010 (32,489)
Balance at September 30, 2022 (Unaudited) 59 147,723 83,547 (12,265) (136,522) 82,542
Equity at January 1, 2023 58 134,798 73,462 (11,586) (81,147) 115,585
Comprehensive income: **** **** **** **** **** ****
Profit for the nine-month period 84,775 84,775
Other comprehensive (loss) profit for the period (3,502) 1,122 (2,380)
Total comprehensive (loss) profit for the period ended September 30, 2023 (3,502) 1,122 84,775 82,395
Transactions with owners: **** **** **** **** **** ****
Share-based payment 1 7,153 (1,880) 5,274
Repurchase of shares (3) (23,608) (23,611)
Cash distribution (22,266) (22,266)
Total transactions with owners for the period ended September 30, 2023 (2) (16,455) (22,266) (1,880) (40,603)
Balance at September 30, 2023 (Unaudited) 56 118,343 47,694 (10,464) 1,748 157,377

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

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

Nine-month Nine-month
period ended period ended
September 30, September 30,
2023 2022
Amounts in US$ ’000 (Unaudited) (Unaudited)
Cash flows from operating activities
Profit for the period 84,775 172,247
Adjustments for: **** ****
Income tax expense 94,929 143,138
Depreciation 86,379 66,200
Loss on disposal of property, plant and equipment 419 18
Write-off of unsuccessful exploration efforts 21,539 5,935
Amortization of other long-term liabilities (95) (124)
Accrual of borrowing interests 23,114 28,650
Borrowings cancellation costs 5,141
Unwinding of long-term liabilities 4,930 4,697
Accrual of share-based payment 5,274 7,576
Foreign exchange loss (gain) 19,835 (11,970)
Unrealized loss on commodity risk management contracts (10,302)
Income tax paid^(a)^ (105,624) (28,205)
Change in working capital^(b)^ (45,161) (28,920)
Cash flows from operating activities – net 190,314 354,081
Cash flows from investing activities
Purchase of property, plant and equipment (132,428) (115,202)
Proceeds from disposal of long-term assets 15,135
Cash flows used in investing activities – net (132,428) (100,067)
Cash flows from financing activities
Principal paid (171,291)
Interest paid (27,500) (36,498)
Borrowings cancellation and other costs paid (9,118)
Lease payments (7,598) (5,398)
Repurchase of shares (23,611) (23,064)
Cash distribution (22,266) (17,001)
Cash flows used in financing activities - net (80,975) (262,370)
Net decrease in cash and cash equivalents (23,089) (8,356)
Cash and cash equivalents at January 1 128,843 100,604
Currency translation differences 546 788
Cash and cash equivalents at the end of the period 106,300 93,036
Ending Cash and cash equivalents are specified as follows:
Cash at bank and bank deposits 106,288 93,026
Cash in hand 12 10
Cash and cash equivalents 106,300 93,036

(a) Includes self-withholding taxes for US$ 25,256,000 and US$ 15,616,000 during the nine-month period ended September 30, 2023 and 2022, respectively.
(b) Includes withholding taxes from clients for US$ 19,652,000 and US$ 20,935,000 during the nine-month period ended September 30, 2023 and 2022, respectively.
--- ---

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

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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 Colombia, Chile, Brazil and Ecuador.

These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on November 8, 2023.

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, 2022, 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, 2022, that apply for the first time in 2023, 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, 2022.

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, 2022. 8

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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$ 106,300,000 as of September 30, 2023. 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$ 149,300,000 in uncommitted credit lines.

Subsidiary undertakings

The following chart illustrates the main companies of the Group structure as of September 30, 2023:

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, 2022.

During the nine-month period ended September 30, 2023, the following change took place:

The merger process between GeoPark Colombia S.A.S., GeoPark Colombia E&P S.A. and Petrodorado South America S.A., with GeoPark Colombia S.A.S. being the surviving company, was approved by the relevant Colombian authorities and the merger became effective as of its registration in the Public Registry of the Chamber of Commerce of Bogota on January 27, 2023.

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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.

Nine-month period ended September 30, 2023:

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Ecuador Corporate
Revenue 556,911 518,554 11,367 10,177 12,692 4,121
Sale of crude oil 534,299 518,526 2,719 362 12,692
Sale of purchased crude oil 4,121 4,121
Sale of gas 19,142 679 8,648 9,815
Commodity risk management contracts designated as cash flow hedges (651) (651)
Production and operating costs (171,393) (150,136) (5,951) (3,572) (8,244) (3,490)
Royalties in cash (11,510) (10,342) (373) (795)
Economic rights (54,326) (54,326)
Share-based payment (498) (446) (48) (4)
Operating costs (105,059) (85,022) (5,530) (2,777) (8,240) (3,490)
Depreciation (86,379) (71,726) (7,808) (1,705) (17) (5,121) (2)
Adjusted EBITDA 334,026 331,185 3,558 4,537 (2,094) 2,161 (5,321)

Nine-month period ended September 30, 2022:

Amounts in US$ '000 Total Colombia Chile Brazil Argentina Ecuador Corporate
Revenue 818,629 766,642 22,472 16,201 1,962 5,024 6,328
Sale of crude oil 784,093 765,482 11,260 663 1,664 5,024
Sale of purchased crude oil 6,328 6,328
Sale of gas 28,208 1,160 11,212 15,538 298
Production and operating costs (282,800) (258,621) (11,677) (4,054) (1,579) (1,567) (5,302)
Royalties in cash (49,098) (46,660) (899) (1,266) (273)
Economic rights (154,285) (154,285)
Share-based payment (785) (699) (87) 1
Operating costs (78,632) (56,977) (10,691) (2,788) (1,307) (1,567) (5,302)
Depreciation (66,200) (52,870) (10,871) (2,185) (237) (35) (2)
Adjusted EBITDA 408,657 401,089 9,065 9,967 (5,428) 1,559 (7,595)

Total Assets Total Colombia Chile Brazil Argentina Ecuador Corporate
September 30, 2023 971,966 838,315 52,965 27,252 435 41,057 11,942
December 31, 2022 973,975 797,390 63,379 34,329 1,296 35,690 41,891

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Note 2 (Continued)

Segment Information (Continued)

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

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2023 2022 2023 2022
Adjusted EBITDA 115,190 141,299 334,026 408,657
Unrealized gain on commodity risk management contracts 36,831 10,302
Depreciation ^(a)^ (29,819) (21,416) (86,379) (66,200)
Write-off of unsuccessful exploration efforts (9,346) (5,935) (21,539) (5,935)
Share-based payment (1,917) (4,183) (5,274) (7,576)
Lease accounting - IFRS 16 2,505 1,442 7,598 5,398
Others ^(b)^ 3,869 (2,657) (1,856) 2,738
Operating profit 80,482 145,381 226,576 347,384
Financial expenses (12,454) (14,126) (34,614) (46,192)
Financial income 1,856 783 4,668 2,223
Foreign exchange (loss) gain (3,952) 11,516 (16,926) 11,970
Profit before tax 65,932 143,554 179,704 315,385

(a) Net of capitalized costs for oil stock included in Inventories. Depreciation for the nine-month period ended September 30, 2023, includes US$ 1,365,000 (US$ 1,494,000 in 2022) generated by assets not related to production activities. For the three-month period ended September 30, 2023, the amount included in depreciation is US$ 427,000 (US$ 471,000 in 2022).
(b) Includes allocation to capitalized projects.
--- ---

Note 3

Revenue

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Sale of crude oil 185,357 248,677 534,299 784,093
Sale of purchased crude oil 2,172 965 4,121 6,328
Sale of gas 5,256 8,607 19,142 28,208
Commodity risk management contracts designated as cash flow hedges^(a)^ (651) (651)
192,134 258,249 556,911 818,629

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

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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 that hedge cash flows from the sales of crude oil for periods through December 31, 2022, are accounted for as non-hedge derivatives and therefore all changes in the fair values of these derivative contracts are recognized immediately as gains or losses in the results of the periods in which they occur as part of the Commodity risk management contracts line item in the Condensed Consolidated Statement of Income.

The Group’s derivatives that hedge cash flows from the sales of crude oil for periods from January 1, 2023 onwards, 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 nine-month period ended September 30, 2023, and for the following periods as a consequence of the derivative contracts in force as of September 30, 2023:

Volume Average
Period Reference Type bbl/d price US$/bbl
January 1, 2023 - March 31, 2023 ICE BRENT Zero Premium Collars 9,500 66.05 Put 112.59 Call
April 1, 2023 - June 30, 2023 ICE BRENT Zero Premium Collars 10,000 69.25 Put 110.56 Call
July 1, 2023 - September 30, 2023 ICE BRENT Zero Premium Collars 9,000 70.00 Put 94.69 Call
October 1, 2023 - December 31, 2023 ICE BRENT Zero Premium Collars 9,000 69.44 Put 91.82 Call
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 6,000 65.83 Put 99.21 Call

The table below summarizes the loss on the commodity risk management contracts:

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
2023 2022 2023 2022
Realized loss on commodity risk management contracts (13,838) (80,985)
Unrealized gain on commodity risk management contracts 36,831 10,302
Total 22,993 (70,683)

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Note 5

Production and operating costs

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Staff costs 3,850 3,158 10,957 10,108
Share-based payment 239 256 498 785
Royalties in cash 752 15,543 11,510 49,098
Economic rights 14,764 47,030 54,326 154,285
Well and facilities maintenance 5,936 5,605 17,310 15,558
Operation and maintenance 1,989 1,489 5,670 4,921
Consumables^(a)^ 10,495 5,501 26,594 15,582
Equipment rental 579 2,271 2,346 6,539
Transportation costs 1,406 1,117 4,369 3,092
Field camp 1,994 1,014 4,818 2,913
Safety and insurance costs 1,146 748 2,968 2,848
Personnel transportation 958 635 2,636 1,866
Consultant fees 568 337 1,527 1,412
Gas plant costs 479 310 1,456 1,408
Non-operated blocks costs 4,714 3,777 14,312 8,482
Crude oil stock variation 5,264 (3,114) 3,989 (4,403)
Purchased crude oil 1,854 685 3,490 5,302
Other costs 1,221 772 2,617 3,004
58,208 87,134 171,393 282,800

(a) Consumables include energy costs of US$ 7,473,000 and US$ 2,317,000 for the three-month periods ended September 30, 2023 and 2022, respectively, and US$ 18,204,000 and US$ 2,787,000 for the nine-month periods ended September 30, 2023 and 2022, respectively.

Note 6

Geological and geophysical expenses

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Staff costs 1,822 1,799 5,658 5,658
Share-based payment 147 (142) 393 264
Communication and IT costs 589 429 1,529 1,374
Consultant fees 159 89 594 242
Allocation to capitalized projects (266) (948) (1)
Other services 111 147 396 482
2,562 2,322 7,622 8,019

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Note 7

Administrative expenses

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Staff costs 5,994 5,127 18,551 16,944
Share-based payment 1,525 4,069 4,372 6,527
Consultant fees 3,003 2,374 7,525 6,365
Safety and insurance costs 974 973 2,952 2,949
Travel expenses 198 734 1,300 1,305
Non-operated blocks expenses 438 764 1,095 1,060
Director fees and allowance 296 145 697 982
Communication and IT costs 1,207 1,070 2,653 2,120
Allocation to joint operations (3,310) (2,410) (9,608) (6,803)
Other administrative expenses 1,246 1,502 2,736 3,679
11,571 14,348 32,273 35,128

Note 8

Selling expenses

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Staff costs 133 108 367 316
Share-based payment 6 11
Transportation 2,694 848 5,567 3,086
Selling taxes and other 916 1,093 2,380 1,815
3,749 2,049 8,325 5,217

Note 9

Financial results

Three-month Three-month Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Financial expenses
Bank charges and other financial costs (3,091) (1,722) (6,570) (7,674)
Interest and amortization of debt issue costs (7,721) (8,849) (23,114) (28,680)
Borrowings cancellation costs (2,104) (5,141)
Unwinding of long-term liabilities (1,642) (1,451) (4,930) (4,697)
(12,454) (14,126) (34,614) (46,192)
Financial income **** **** **** ****
Interest received 1,856 783 4,668 2,223
1,856 783 4,668 2,223
Foreign exchange gains and losses **** **** **** ****
Foreign exchange (loss) gain (3,952) 11,516 (19,835) 11,970
Result on currency risk management contracts 2,909
(3,952) 11,516 (16,926) 11,970
Total financial results (14,550) (1,827) (46,872) (31,999)

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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 Nine-month Nine-month
period ended period ended period ended period ended
September 30, September 30, September 30, September 30,
Amounts in US$ '000 2023 2022 2023 2022
Current income tax expense 29,577 36,618 104,598 104,773
Deferred income tax expense (benefit) 11,587 33,554 (9,669) 38,365
41,164 70,172 94,929 143,138

The effective tax rate was 62% and 49% for the three-month periods ended September 30, 2023, and 2022, respectively, and 53% and 45% for the nine-month periods ended September 30, 2023, and 2022, respectively.

As of September 30, 2023, and 2022, the statutory income tax rate in Colombia was 35%, though a tax surcharge is also applicable in 2023, as a result of the tax reform approved in November 2022, 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 2023. The tax reform also prevents the deduction of royalties for corporate income tax calculation purposes.

The increase in the effective tax rate compared to the same periods of the prior year is mainly due to the effect of the income tax surcharge and the non deductibility of royalties, each applicable since January 1, 2023, as well as the effect of fluctuations of the Colombian peso on deferred income taxes.

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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, 2022 957,932 18,421 201,177 11,662 27,204 100,470 1,316,866
Additions (6,161) ^(a)^​ 879 (10) 84,262 33,319 112,289
Disposals (381) (26) (407)
Write-offs (5,935) ^(b)^​ (5,935)
Transfers 85,475 13 16,159 43 (90,485) (11,205)
Currency translation differences 1,351 18 107 3 8 9 1,496
Cost at September 30, 2022 1,038,597 18,950 217,417 11,698 20,989 116,658 1,424,309
Cost at January 1, 2023 1,079,257 19,093 222,727 11,027 16,480 113,041 1,461,625
Additions 3,947 ^(a)^​ 857 12 13 78,844 49,599 133,272
Disposals (1,175) (2,150) (119) (3,444)
Write-offs (21,539) ^(c)^​ (21,539)
Transfers 90,757 13,167 6 (79,387) (24,543)
Currency translation differences 1,876 25 150 4 11 12 2,078
Cost at September 30, 2023 1,175,837 18,800 236,056 8,900 15,829 116,570 1,571,992
Depreciation and write-down at January 1, 2022 (563,157) (16,377) (116,617) (6,668) (702,819)
Depreciation (51,727) (997) (8,881) (497) (62,102)
Disposals 370 19 389
Currency translation differences (1,044) (15) (107) (3) (1,169)
Depreciation and write-down at September 30, 2022 (615,928) (17,019) (125,586) (7,168) (765,701)
Depreciation and write-down at January 1, 2023 (642,280) (16,799) (129,073) (6,594) (794,746)
Depreciation (67,440) (971) (9,712) (394) (78,517)
Disposals 1,148 1,877 3,025
Currency translation differences (1,688) (23) (150) (4) (1,865)
Depreciation and write-down at September 30, 2023 (711,408) (16,645) (138,935) (5,115) (872,103)
Carrying amount at September 30, 2022 422,669 1,931 91,831 4,530 20,989 116,658 658,608
Carrying amount at September 30, 2023 464,429 2,155 97,121 3,785 15,829 116,570 699,889

(a) Corresponds to the effect of the change in the estimate of asset retirement obligations.
(b) Corresponds to exploration costs incurred in previous years in the Tacacho and Terecay Blocks (Colombia) and an exploratory well drilled in the CPO-5 Block (Colombia).
--- ---
(c) Corresponds to two unsuccessful exploratory wells drilled in the Llanos 87 Block (Colombia), an unsuccessful exploratory well drilled in the Llanos 124 Block (Colombia) and other exploration costs incurred in the Llanos 94, Coati and Llanos 124 Blocks (Colombia).
--- ---

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Note 12

Equity

Share capital

At Year ended
Issued share capital September 30, 2023 December 31, 2022
Common stock (US$ ´000) 56 58
The share capital is distributed as follows:
Common shares, of nominal US$ 0.001 56,117,978 57,621,998
Total common shares in issue 56,117,978 57,621,998
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 8, 2023, and May 3, 2023, the Company’s Board of Directors declared cash dividends of US$ 0.13 per share which were paid on March 31, 2023, and May 31, 2023. On August 9, 2023, the Company’s Board of Directors declared cash dividends of US$ 0.132 per share which were paid on September 7, 2023.

Buyback program

On November 9, 2022, the Company’s Board of Directors approved the renewal of the program to repurchase up to 10% of its shares outstanding or approximately 5,854,285 shares until December 31, 2023. During the nine-month period ended September 30, 2023, the Company purchased 2,223,588 common shares for a total amount of US$ 23,611,000. These transactions have no impact on the Group’s results.

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 that hedge cash flows from the sales of crude oil for periods from January 1, 2023 onwards, 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 nine-month period ended September 30, 2023, a realized loss of US$ 651,000 on commodity risk management contracts was reclassified to the Condensed Consolidated Statement of Income.

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Note 13

Borrowings

The outstanding amounts are as follows:

At Year ended
Amounts in US$ '000 September 30, 2023 December 31, 2022
2027 Notes 493,256 497,642
493,256 497,642

Classified as follows:

Current 5,653 12,528
Non-Current 487,603 485,114

Note 14

Provisions and other long-term liabilities

The outstanding amounts are as follows:

At Year ended
Amounts in US$ '000 September 30, 2023 December 31, 2022
Assets retirement obligation 45,918 40,903
Deferred income 795 757
Other 7,899 10,287
54,612 51,947

Legal claim in the United Kingdom

On January 8, 2020, Amerisur Resources Limited (“Amerisur”) received a copy of a claim form issued in the High Court of England and Wales (the “Court”) by Leigh Day solicitors on behalf of a group of claimants (the “Claimants”) described as members of a farming community in the department of Putumayo in Colombia seeking compensation for economic and non-economic damages said to be caused by alleged environmental contamination and pollution caused by Amerisur’s operations in the region. Following initial court hearings, an interim freezing order was imposed on Amerisur for an amount of GBP 4,465,600 of its assets located in the United Kingdom. On November 10, 2020, the freezing order was discharged by agreement between the parties as Amerisur provided alternative security in the form of a letter of credit.

On August 11, 2023, a settlement (the “Settlement”) was signed between Leigh Day and Amerisur, made on a no-admission of liability basis and included a payment made by Amerisur. All Claimants represented by Leigh Day agreed to the Settlement. On October 2, 2023, the Court approved the Settlement, the litigation was discontinued and the letter of credit will be reduced to GBP 304,000 (equivalent to US$ 371,000 as of September 30, 2023), which will remain effective until March 2024.

GeoPark had a provision for this contingent liability, which was originally recognized at the moment of the acquisition of Amerisur in 2020. All payments made by Amerisur during 2023 were applied to the previously recognized liability, thus generating a gain of US$ 2,568,000 that was recorded in “Other income (expenses)” in the Condensed Consolidated Statement of Income for the three-month period ended September 30, 2023.

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Note 15

Trade and other payables

The outstanding amounts are as follows:

At Year ended
Amounts in US$ '000 September 30, 2023 December 31, 2022
Trade payables 91,892 102,125
To be paid to co-venturers 5,006 2,815
Customer advance payments 481
Staff costs to be paid 8,380 9,306
Royalties to be paid 409 9,403
V.A.T. 1,462 8,513
Taxes and other debts to be paid 7,469 8,963
114,618 141,606

Classified as follows:

Current 114,618 141,606
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 September 30, 2023, and December 31, 2022, on a recurring basis:

At
Amounts in US$ '000 Level 1 Level 2 September 30, 2023
Assets
Cash and cash equivalents
Money market funds 564 564
Total Assets 564 564
Liabilities
Derivative financial instrument liabilities
Commodity risk management contracts 6,526 6,526
Total Liabilities 6,526 6,526

At
Amounts in US$ '000 Level 1 Level 2 December 31, 2022
Assets
Cash and cash equivalents
Money market funds 242 242
Derivative financial instrument assets
Commodity risk management contracts 967 967
Total Assets 242 967 1,209
Liabilities
Derivative financial instrument liabilities
Commodity risk management contracts 19 19
Total Liabilities 19 19

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Note 16 (Continued)

Fair value measurement of financial instruments (Continued)

Fair value hierarchy (Continued)

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 September 30, 2023.

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 87% of its carrying amount, including interest accrued as of September 30, 2023. Fair value was calculated based on market price for the Notes and is within Level 1 of the fair value hierarchy.

Note 17

Capital commitments

Capital commitments are detailed in Note 33.2 to the audited Consolidated Financial Statements as of December 31, 2022. The following updates have taken place during the nine-month period ended September 30, 2023:

The Group incurred investments of US$ 36,720,000 to fulfill its commitments, at GeoPark’s working interest.

Colombia

The Colombian National Hydrocarbons Agency (“ANH”) approved GeoPark’s request to extend the exploratory phase in the Llanos 87 Block until May 14, 2023. As of the date of these interim condensed consolidated financial statements, the investments needed to fulfill the commitments in the block have already been incurred and the ANH approval is pending.

GeoPark drilled the two exploratory wells committed in the Llanos 123 Block and one of the three exploratory wells committed in the Llanos 124 Block. These investments require the approval from the ANH to fulfill the Group’s commitment.

The ANH approved GeoPark’s requests to extend the exploratory phase in the Llanos 86 and Llanos 104 Blocks until June 19, 2026, and the exploratory phase in the PUT-8 Block until June 14, 2024. The ANH also approved the fulfillment of commitments in the Llanos 94 Block with certain investments performed in the Llanos 34 Block and the request to extend the exploratory phase until October 1, 2025.

GeoPark completed the transfer of the pending commitments in the Coati Block (US$ 4,500,000) to other E&P contracts. 20

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Note 17 (Continued)

Capital commitments (Continued)

Brazil

The Brazilian National Petroleum, Natural Gas and Biofuels Agency (“ANP”) approved GeoPark’s request to extend the exploratory phase in the POT-T-785 until April 29, 2025.

Argentina

On July 5, 2023, the local authority approved the request to suspend the first exploratory period in the Los Parlamentos Block until October 30, 2023. See Note 18.

Ecuador

The total investments needed to fulfill the commitments in the Perico Block have already been incurred.

Note 18

Subsequent events

On October 27, 2023, GeoPark agreed to transfer its 50% working interest in the Los Parlamentos Block in Argentina to its joint venture partner and thus, once formally approved by local authorities, GeoPark will no longer be liable to remaining capital commitments or other legal obligations resulting from its participation in the block. As a result of this transaction, GeoPark expects to incur in a net loss of approximately US$ 3,000,000 that will be recorded in the three-months period ended December 31, 2023.

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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
​<br><br>​
By: /s/ Verónica Dávila
Name:   Verónica Dávila
Title:      Chief Financial Officer

Date: November 8, 2023 22