[6-K] GEOPARK LIMITED Current Report (Foreign Issuer)
- None.
- None.
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 August 2025
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 six-month periods ended June 30, 2025 and 2024. |
Table of Contents
Item 1
GEOPARK LIMITED
INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AND EXPLANATORY NOTES
For the three-month and six-month periods ended June 30, 2025 and 2024
Table of Contents
GEOPARK LIMITED
June 30, 2025
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 |
2
Table of Contents
GEOPARK LIMITED
June 30, 2025
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | | | | | | | |
| | | | Three-month | | Three-month | | Six-month | | Six-month |
| | | | period ended | | period ended | | period ended | | period ended |
| | | | June 30, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Amounts in US$ ´000 | | Note | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) |
REVENUE | | 3 | | 119,787 | | 190,204 | | 257,136 | | 357,620 |
Production and operating costs | | 5 | | (32,597) | | (41,410) | | (68,034) | | (79,950) |
Geological and geophysical expenses | | 6 | | (2,949) | | (2,917) | | (5,402) | | (5,655) |
Administrative expenses | | 7 | | (9,120) | | (13,109) | | (18,176) | | (23,072) |
Selling expenses | | 8 | | (2,965) | | (4,386) | | (5,133) | | (8,526) |
Depreciation | |
| | (28,988) | | (34,333) | | (61,033) | | (62,992) |
Write-off of unsuccessful exploration efforts | | 11 | | — | | (3,398) | | (5,883) | | (3,398) |
Impairment loss for non-financial assets | | 19-20 | | (30,989) | | — | | (30,989) | | — |
Other (expenses) income | |
| | (5,047) | | (330) | | (4,938) | | 249 |
OPERATING PROFIT | |
| | 7,132 | | 90,321 | | 57,548 | | 174,276 |
Financial expenses | | 9 | | (19,047) | | (10,885) | | (43,883) | | (22,022) |
Financial income | | 9 | | 9,172 | | 2,109 | | 12,396 | | 4,192 |
Foreign exchange gain (loss) | | 9 | | — | | 5,955 | | (3,288) | | 6,119 |
(LOSS) PROFIT BEFORE INCOME TAX | |
| | (2,743) | | 87,500 | | 22,773 | | 162,565 |
Income tax expense | | 10 | | (7,592) | | (61,762) | | (20,039) | | (106,635) |
(LOSS) PROFIT FOR THE PERIOD | |
| | (10,335) | | 25,738 | | 2,734 | | 55,930 |
(Losses) Earnings per share (in US$). Basic | |
| | (0.20) | | 0.49 | | 0.05 | | 1.04 |
(Losses) Earnings per share (in US$). Diluted | |
| | (0.20) | | 0.48 | | 0.05 | | 1.03 |
The above condensed consolidated statement of income should be read in conjunction with the accompanying notes.
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GEOPARK LIMITED
June 30, 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | | | | | | |
| | Three-month | | Three-month | | Six-month | | Six-month |
| | period ended | | period ended | | period ended | | period ended |
| | June 30, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Amounts in US$ ´000 | | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) |
(Loss) Profit for the period | | (10,335) | | 25,738 | | 2,734 | | 55,930 |
Other comprehensive income | |
| |
| |
| |
|
Items that may be subsequently reclassified to profit or loss: | |
| |
| |
| |
|
Currency translation differences | | (7) | | (1,078) | | 12 | | (1,464) |
Profit (Loss) on cash flow hedges (a) | | 14,517 | | 327 | | 15,319 | | (3,616) |
Income tax (expense) benefit relating to cash flow hedges | | (4,904) | | (163) | | (5,402) | | 1,808 |
Other comprehensive profit (loss) for the period | | 9,606 | | (914) | | 9,929 | | (3,272) |
Total comprehensive (loss) profit for the period | | (729) | | 24,824 | | 12,663 | | 52,658 |
(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
June 30, 2025
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | | | | |
| | Note | | At June 30, 2025 | | Year ended |
Amounts in US$ ´000 | | | | (Unaudited) | | December 31, 2024 |
ASSETS | |
| |
| |
|
NON CURRENT ASSETS | |
| |
| |
|
Property, plant and equipment | | 11 | | 666,819 | | 740,491 |
Right-of-use assets | |
| | 21,414 | | 24,451 |
Prepayments and other receivables | | 12 | | 3,683 | | 2,650 |
Other financial assets | |
| | 12 | | 1,020 |
Deferred income tax asset | |
| | 6,111 | | 1,332 |
TOTAL NON CURRENT ASSETS | |
| | 698,039 | | 769,944 |
CURRENT ASSETS | |
| |
| |
|
Inventories | |
| | 7,983 | | 10,567 |
Trade receivables | |
| | 35,408 | | 40,211 |
Prepayments and other receivables | | 12 | | 29,316 | | 79,731 |
Derivative financial instrument assets | | 17 | | 19,226 | | 2,764 |
Other financial assets | | | | — | | 20,088 |
Cash and cash equivalents | |
| | 266,038 | | 276,750 |
Assets held for sale | | | | 13,396 | | — |
TOTAL CURRENT ASSETS | |
| | 371,367 | | 430,111 |
TOTAL ASSETS | |
| | 1,069,406 | | 1,200,055 |
EQUITY | |
| |
| |
|
Equity attributable to owners of the Company | |
| |
| |
|
Share capital | | 13 | | 52 | | 51 |
Share premium | |
| | 78,509 | | 73,750 |
Translation reserve | | | | (11,578) | | (11,590) |
Other reserves | |
| | 24,970 | | 15,053 |
Retained earnings | |
| | 111,470 | | 126,027 |
TOTAL EQUITY | |
| | 203,423 | | 203,291 |
LIABILITIES | |
| |
| |
|
NON CURRENT LIABILITIES | |
| |
| |
|
Borrowings | | 14 | | 594,782 | | 492,007 |
Lease liabilities | |
| | 18,236 | | 17,318 |
Provisions and other long-term liabilities | | 15 | | 19,329 | | 31,952 |
Deferred income tax liability | |
| | 83,471 | | 86,814 |
TOTAL NON CURRENT LIABILITIES | |
| | 715,818 | | 628,091 |
CURRENT LIABILITIES | |
| |
| |
|
Borrowings | | 14 | | 30,805 | | 22,326 |
Lease liabilities | |
| | 7,955 | | 8,605 |
Derivative financial instrument liabilities | | 17 | | — | | 464 |
Current income tax liabilities | |
| | 4,219 | | 57,329 |
Trade and other payables | | 16 | | 91,872 | | 279,949 |
Liabilities associated with assets held for sale | | | | 15,314 | | — |
TOTAL CURRENT LIABILITIES | |
| | 150,165 | | 368,673 |
TOTAL LIABILITIES | |
| | 865,983 | | 996,764 |
TOTAL EQUITY AND LIABILITIES | |
| | 1,069,406 | | 1,200,055 |
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
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GEOPARK LIMITED
June 30, 2025
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, 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 |
| | | | | | | | | | | | |
Equity at January 1, 2025 | | 51 | | 73,750 | | (11,590) | | 15,053 | | 126,027 | | 203,291 |
Comprehensive income: | |
| |
| |
| |
| |
| |
|
Profit for the six-month period | | — | | — | | — | | — | | 2,734 | | 2,734 |
Other comprehensive profit for the period | | — | | — | | 12 | | 9,917 | | — | | 9,929 |
Total comprehensive profit for the period ended June 30, 2025 | | — | | — | | 12 | | 9,917 | | 2,734 | | 12,663 |
Transactions with owners: | |
| |
| |
| |
| |
| |
|
Share-based payment | | 1 | | 4,759 | | — | | — | | (2,207) | | 2,553 |
Cash distribution | | — | | — | | — | | — | | (15,084) | | (15,084) |
Total transactions with owners for the period ended June 30, 2025 | | 1 | | 4,759 | | — | | — | | (17,291) | | (12,531) |
Balance at June 30, 2025 (Unaudited) | | 52 | | 78,509 | | (11,578) | | 24,970 | | 111,470 | | 203,423 |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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GEOPARK LIMITED
June 30, 2025
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
| | | | |
| | Six-month | | Six-month |
| | period ended | | period ended |
| | June 30, 2025 | | June 30, 2024 |
Amounts in US$ ´000 | | (Unaudited) | | (Unaudited) |
Operating activities | |
| |
|
Profit for the period | | 2,734 | | 55,930 |
Adjustments for: | |
| |
|
Income tax expense | | 20,039 | | 106,635 |
Depreciation | | 61,033 | | 62,992 |
Loss on disposal of property, plant and equipment | | 29 | | 34 |
Impairment loss for non-financial assets | | 30,989 | | — |
Write-off of unsuccessful exploration efforts | | 5,883 | | 3,398 |
Borrowings cancellation costs, net | | 1,262 | | — |
Amortization of other long-term liabilities | | (45) | | (58) |
Accrual of borrowing interests | | 25,512 | | 15,499 |
Unwinding of long-term liabilities | | 2,847 | | 2,683 |
Accrual of share-based payment | | 2,553 | | 3,159 |
Foreign exchange loss (gain) | | 4,067 | | (6,119) |
Income tax paid (a) | | (85,539) | | (55,641) |
Change in working capital (b) | | (157,171) | | (45,344) |
Cash flows (used in) from operating activities – net | | (85,807) | | 143,168 |
Investing activities | |
| |
|
Purchase of property, plant and equipment | | (46,551) | | (98,002) |
Acquisitions of business (c) | | 38,000 | | (38,000) |
Proceeds from divestment of long-term assets (d) | | 16,038 | | 2,257 |
Cash flows from (used in) investing activities – net | | 7,487 | | (133,745) |
Financing activities | |
| |
|
Proceeds from borrowings | | 550,000 | | — |
Debt issuance costs paid | | (5,034) | | — |
Principal paid | | (444,384) | | — |
Interest paid | | (16,121) | | (13,750) |
Lease payments | | (2,931) | | (3,640) |
Repurchase of shares | | — | | (43,691) |
Cash distribution | | (15,084) | | (15,016) |
Cash flows from (used in) financing activities - net | | 66,446 | | (76,097) |
Net decrease in cash and cash equivalents | | (11,874) | | (66,674) |
Cash and cash equivalents at January 1 | | 276,750 | | 133,036 |
Currency translation differences | | 1,162 | | (349) |
Cash and cash equivalents at the end of the period | | 266,038 | | 66,013 |
Ending Cash and cash equivalents are specified as follows: | |
| |
|
Cash at bank and bank deposits | | 266,029 | | 66,000 |
Cash in hand | | 9 | | 13 |
Cash and cash equivalents | | 266,038 | | 66,013 |
(a) | Includes self-withholding taxes of US$ 7,786,000 and US$ 11,568,000 during the six-month periods ended June 30, 2025 and 2024, respectively. |
(b) | Includes partial repayment of an advance payment drawn from the offtake and prepayment agreement with Vitol of US$ 149,137,000 during the six-month period ended June 30, 2025 (see Note 16), withholding taxes from clients of US$ 7,169,000 and US$ 11,860,000 during the six-month periods ended June 30, 2025 and 2024, respectively, and an advance payment for midstream capacity in Argentina of US$ 16,084,000 in 2024, and its subsequent reimbursement in May 2025 (see Note 19.4). |
(c) | Advance payment for the proposed acquisition in Argentina in 2024, and its subsequent reimbursement in May 2025 (see Note 19.4). |
(d) | Net cash received from the divestment of the Llanos 32 Block and the Manati gas field in Colombia and Brazil, respectively, in 2025 (see Notes 19.2 and 19.3), and the Chilean business in 2024 (see Note 35.3 to the annual consolidated financial statements as of and for the year ended December 31, 2024). |
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 Latin America.
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 4, 2025.
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, 2024, 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, 2024, that apply for the first time in 2025, 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, 2024.
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, 2024.
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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 fifteen months.
The Group maintained a cash position of US$ 266,038,000 as of June 30, 2025. In addition, GeoPark has access to a US$ 100,000,000 senior unsecured credit agreement with Banco BTG Pactual S.A. and Banco Latinoamericano de Comercio Exterior S.A., and US$ 210,680,000 in uncommitted credit lines (including US$ 131,421,000 in Argentina). Additionally, GeoPark Argentina S.A., the Group’s Argentinian subsidiary, holds approval from the Argentinian securities regulator to issue up to US$ 500,000,000 in debt securities.
Subsidiary undertakings
The following chart illustrates the main companies of the Group structure as of June 30, 2025:
(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 20 to the annual consolidated financial statements as of and for the year ended December 31, 2024.
During the six-month period ended June 30, 2025, the following changes took place:
● | On February 11, 2025, the Panamanian subsidiaries GPK Panama, S.A. and GPRK Holding Panama, S.A. completed a merger process, with GPK Panama, S.A. being the surviving company. |
● | On April 11, 2025, GeoPark Colombia S.A.S. acquired 100% of the shares of Fenix Oil & Gas Limited, a British Virgin Islands company previously wholly owned by Amerisur Resources Limited. |
● | On June 16, 2025, a new subsidiary, GeoPark Americas S.A.S., was incorporated in Colombia to provide support and administrative services to other entities within the Group. The company is wholly owned by GeoPark Colombia S.L.U. |
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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 Exploration and Development Officer, Chief Operating 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 results, 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, 2025:
| | | | | | | | | | | | |
Amounts in US$ ´000 | | Total | | Colombia | | Ecuador | | Brazil (a) | | Argentina | | Corporate |
Revenue | | 257,136 | | 243,477 | | 12,564 | | 676 | | — | | 419 |
Sale of crude oil | | 251,388 | | 238,824 | | 12,564 | | — | | — | | — |
Sale of purchased crude oil | | 419 | | — | | — | | — | | — | | 419 |
Sale of gas | | 676 | | — | | — | | 676 | | — | | — |
Commodity risk management contracts designated as cash flow hedges | | 4,653 | | 4,653 | | — | | — | | — | | — |
Production and operating costs | | (68,034) | | (60,583) | | (5,119) | | (2,015) | | — | | (317) |
Royalties in cash | | (2,460) | | (2,414) | | — | | (46) | | — | | — |
Economic rights in cash | | (1,635) | | (1,635) | | — | | — | | — | | — |
Share-based payment | | (246) | | (218) | | (28) | | — | | — | | — |
Operating costs | | (63,693) | | (56,316) | | (5,091) | | (1,969) | | — | | (317) |
Depreciation | | (61,033) | | (56,650) | | (4,137) | | (246) | | — | | — |
Adjusted EBITDA | | 159,455 | | 161,326 | | 5,319 | | (2,420) | | (2,138) | | (2,632) |
Six-month period ended June 30, 2024:
| | | | | | | | | | | | |
Amounts in US$ '000 | | Total | | Colombia | | Ecuador | | Brazil (a) | | Other (b) | | 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 | | (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) | | (1,200) | | (3,983) |
(a) | Production in the Manati gas field (see Note 19.3), was temporarily suspended between March 2024 and May 2025, due to maintenance activities. |
(b) | Includes Argentina and Chile segments. The Chilean business was divested in January 2024. |
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Note 2 (Continued)
Segment information (Continued)
| | | | | | | | | | | | |
Total Assets | | Total | | Colombia | | Ecuador | | Brazil | | Argentina | | Corporate |
June 30, 2025 | | 1,069,406 | | 824,703 | | 13,270 | | 13,482 | | 214,716 | | 3,235 |
December 31, 2024 | | 1,200,055 | | 885,438 | | 48,333 | | 14,040 | | 215,755 | | 36,489 |
A reconciliation of Adjusted EBITDA to Profit for the period is provided as follows:
| | | | | | | | |
| | Three-month | | Three-month | | Six-month | | Six-month |
| | period ended | | period ended | | period ended | | period ended |
| | June 30, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Adjusted EBITDA | | 71,511 | | 127,856 | | 159,455 | | 239,399 |
Depreciation (a) | | (28,988) | | (34,333) | | (61,033) | | (62,992) |
Write-off of unsuccessful exploration efforts | | — | | (3,398) | | (5,883) | | (3,398) |
Impairment loss for non-financial assets | | (30,989) | | — | | (30,989) | | — |
Share-based payment | | (1,020) | | (1,531) | | (2,553) | | (3,159) |
Lease accounting - IFRS 16 | | 1,442 | | 1,783 | | 2,931 | | 3,640 |
Others (b) | | (4,824) | | (56) | | (4,380) | | 786 |
Operating profit | | 7,132 | | 90,321 | | 57,548 | | 174,276 |
Financial expenses | | (19,047) | | (10,885) | | (43,883) | | (22,022) |
Financial income | | 9,172 | | 2,109 | | 12,396 | | 4,192 |
Foreign exchange (loss) gain | | — | | 5,955 | | (3,288) | | 6,119 |
(Loss) Profit before income tax | | (2,743) | | 87,500 | | 22,773 | | 162,565 |
Income tax expense | | (7,592) | | (61,762) | | (20,039) | | (106,635) |
(Loss) Profit for the period | | (10,335) | | 25,738 | | 2,734 | | 55,930 |
(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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Sale of crude oil | | 114,243 | | 187,217 | | 251,388 | | 349,404 |
Sale of purchased crude oil | | — | | 2,425 | | 419 | | 4,226 |
Sale of gas | | 676 | | 562 | | 676 | | 4,075 |
Commodity risk management contracts designated as cash flow hedges (a) | | 4,868 | | — | | 4,653 | | (85) |
| | 119,787 | | 190,204 | | 257,136 | | 357,620 |
(a) | AGÕæÈ˹ٷ½ized result on commodity risk management contracts designated as cash flow hedges. See Note 4. |
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Note 4
Risk management contracts
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 zero-premium 3 ways (put spread plus call) 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, 2025, and for the following periods as a consequence of the derivative contracts in force as of June 30, 2025:
| | | | | | | | |
| | | | | | Volume | | Average |
Period | | Reference | | Type | | bbl/d | | price US$/bbl |
January 1, 2025 - March 31, 2025 | | ICE BRENT | | Zero Premium Collars | | 19,500 | | 69.79 Put 82.48 Call |
April 1, 2025 - June 30, 2025 | | ICE BRENT | | Zero Premium Collars | | 19,000 | | 69.26 Put 79.02 Call |
July 1, 2025 - September 30, 2025 | | ICE BRENT | | Zero Premium Collars | | 17,500 | | 68.69 Put 78.59 Call |
October 1, 2025 - December 31, 2025 | | ICE BRENT | | Zero Premium Collars | | 16,000 | | 68.25 Put 77.50 Call |
January 1, 2026 - March 31, 2026 | | ICE BRENT | | Zero Premium Collars | | 1,000 | | 68.00 Put 77.40 Call |
January 1, 2026 - December 31, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 3,000 | | 50.00-65.00 Put 71.26 Call |
January 1, 2026 - March 31, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 5,000 | | 50.00-65.00 Put 74.80 Call |
April 1, 2026 - June 30, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 6,000 | | 50.00-65.00 Put 77.22 Call |
The following table presents the Group’s derivative contracts agreed after the balance sheet date:
| | | | | | | | |
| | | | | | Volume | | Average |
Period | | Reference | | Type | | bbl/d | | price US$/bbl |
July 1, 2026 - September 30, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 5,000 | | 50.00-65.00 Put 73.59 Call |
October 1, 2026 - December 30, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 5,000 | | 50.00-65.00 Put 74.18 Call |
Currency risk management contracts
From time to time, the Group enters into derivative financial instruments in order to anticipate currency fluctuations in Colombia.
In November 2024, GeoPark entered into derivative financial instruments (zero-premium collars) with a local bank in Colombia, in order to hedge against potential currency fluctuations related to income tax payments scheduled for May and June 2025. The following table summarizes these realized currency risk management contracts during the six-month period ended June 30, 2025:
| | | | | | | | |
Closing term | | Benchmark | | Amount | | Put Price | | Call Price |
May 2025 | | COP/USD | | 27,000 | | 4,200 | | 4,720 |
June 2025 | | COP/USD | | 23,000 | | 4,200 | | 4,720 |
| | | | 50,000 | | | | |
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Note 4 (Continued)
Risk management contracts (Continued)
Currency risk management contracts (Continued)
In April 2025, GeoPark entered derivative financial instruments (zero-premium collars) with local banks in Colombia. The objective of these instruments is to mitigate potential currency fluctuations and protect the Group’s exposure to the Colombian peso arising from its regular business operations. The following table summarizes these unrealized currency risk management contracts as of June 30, 2025:
| | | | | | | | |
Closing term | | Benchmark | | Amount | | Put Price | | Call Price |
July 2025 | | COP/USD | | 5,000 | | 4,200 | | 4,810-4,820 |
August 2025 | | COP/USD | | 5,000 | | 4,200 | | 4,810-4,820 |
September 2025 | | COP/USD | | 5,000 | | 4,200 | | 4,810-4,820 |
October 2025 | | COP/USD | | 5,000 | | 4,200 | | 4,810-4,820 |
November 2025 | | COP/USD | | 5,000 | | 4,200 | | 4,810-4,820 |
December 2025 | | COP/USD | | 5,000 | | 4,200 | | 4,810-4,820 |
| | | | 30,000 | | | | |
The results on these currency risk management contracts are detailed in Note 9.
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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Staff costs | | 4,293 | | 4,539 | | 7,668 | | 8,035 |
Share-based payment | | 88 | | 187 | | 246 | | 331 |
Royalties in cash | | 1,269 | | 801 | | 2,460 | | 2,005 |
Economic rights in cash | | 789 | | 2,311 | | 1,635 | | 3,778 |
Well and facilities maintenance | | 6,180 | | 5,756 | | 11,468 | | 11,407 |
Operation and maintenance | | 1,389 | | 2,191 | | 2,821 | | 4,561 |
Consumables | | 6,057 | | 8,313 | | 13,782 | | 18,259 |
Equipment rental | | 1,945 | | 1,658 | | 3,788 | | 3,086 |
Transportation costs | | 1,090 | | 1,161 | | 2,307 | | 2,963 |
Field camp | | 1,183 | | 1,689 | | 2,429 | | 3,183 |
Safety and insurance costs | | 982 | | 915 | | 1,653 | | 1,855 |
Personnel transportation | | 721 | | 838 | | 1,344 | | 1,813 |
Consultant fees | | 670 | | 509 | | 1,200 | | 1,362 |
Gas plant costs | | 360 | | 451 | | 719 | | 994 |
Non-operated blocks costs | | 4,548 | | 5,002 | | 10,339 | | 9,995 |
Crude oil stock variation | | 845 | | 1,823 | | 2,799 | | 767 |
Purchased crude oil | | — | | 2,161 | | 317 | | 3,704 |
Other costs | | 188 | | 1,105 | | 1,059 | | 1,852 |
| | 32,597 | | 41,410 | | 68,034 | | 79,950 |
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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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Staff costs | | 1,732 | | 2,053 | | 3,603 | | 3,803 |
Share-based payment | | 23 | | 85 | | 106 | | 196 |
Allocation to capitalized project | | (223) | | (274) | | (558) | | (537) |
Other services | | 1,417 | | 1,053 | | 2,251 | | 2,193 |
| | 2,949 | | 2,917 | | 5,402 | | 5,655 |
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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Staff costs | | 6,260 | | 7,108 | | 12,824 | | 13,447 |
Share-based payment | | 907 | | 1,255 | | 2,197 | | 2,624 |
Consultant fees | | 1,541 | | 3,488 | | 2,901 | | 5,579 |
Safety and insurance costs | | 779 | | 813 | | 1,554 | | 1,632 |
Travel expenses | | 207 | | 367 | | 296 | | 740 |
Non-operated blocks expenses | | 281 | | 888 | | 533 | | 1,299 |
Director fees and allowance | | 120 | | 312 | | 220 | | 461 |
Communication and IT costs | | 683 | | 1,056 | | 1,341 | | 1,719 |
Allocation to joint operations | | (2,328) | | (2,945) | | (4,887) | | (6,050) |
Other administrative expenses | | 670 | | 767 | | 1,197 | | 1,621 |
| | 9,120 | | 13,109 | | 18,176 | | 23,072 |
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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Staff costs | | 120 | | 134 | | 244 | | 250 |
Share-based payment | | 2 | | 4 | | 4 | | 8 |
Transportation (a) | | 1,128 | | 3,161 | | 2,178 | | 6,406 |
Selling taxes and other (b) | | 1,715 | | 1,087 | | 2,707 | | 1,862 |
| | 2,965 | | 4,386 | | 5,133 | | 8,526 |
(a) | The fluctuation 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. |
(b) | Includes the newly introduced Special Tax for Catatumbo in Colombia, effective from February 2025, which imposes a 1% tax rate on the sale price (domestic) or FOB value (exports) of crude oil and coal at the time of their first sale or export. |
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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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Financial expenses | |
| |
| |
| |
|
Bank charges and other financial costs (a) | | (3,904) | | (1,857) | | (9,284) | | (3,840) |
Borrowings cancellation costs (b) | | — | | — | | (6,240) | | — |
Interest and amortization of debt issue costs | | (13,745) | | (7,752) | | (25,512) | | (15,499) |
Unwinding of long-term liabilities | | (1,398) | | (1,276) | | (2,847) | | (2,683) |
| | (19,047) | | (10,885) | | (43,883) | | (22,022) |
Financial income | |
| |
| |
| |
|
Interest received | | 4,194 | | 2,109 | | 7,418 | | 4,192 |
Borrowings cancellation gain (c) | | 4,978 | | — | | 4,978 | | — |
| | 9,172 | | 2,109 | | 12,396 | | 4,192 |
Foreign exchange gains and losses | |
| |
| |
| |
|
Foreign exchange (loss) gain | | (999) | | 5,955 | | (5,588) | | 6,119 |
AGÕæÈ˹ٷ½ized result on currency risk management contracts (d) | | 779 | | — | | 779 | | — |
Unrealized result on currency risk management contracts (d) | | 220 | | — | | 1,521 | | — |
| | — | | 5,955 | | (3,288) | | 6,119 |
Total financial results | | (9,875) | | (2,821) | | (34,775) | | (11,711) |
(a) | During the six-month period ended June 30, 2025, includes financial costs of US$ 1,931,000 associated with the advance payment drawn from the offtake and prepayment agreements with Vitol (see Note 16), and withholding taxes associated with cross-border financing of US$ 3,780,000 (US$ 940,000 for the same period in 2024). |
(b) | One-off non-cash charge related to the accelerated amortization of deferred issuance costs that were originally capitalized at the inception of the Notes due 2027 and were being amortized over its expected term. For further information on the partial repurchase of the Notes due 2027. See Note 14. |
(c) | One-off gain from the repurchase of Notes due 2030 below par value in June 2025. See Note 14. |
(d) | See Note 4. |
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, 2025 | | June 30, 2024 | | June 30, 2025 | | June 30, 2024 |
Current income tax expense |
| (5,414) | | (34,167) | | (33,398) | | (80,562) |
Deferred income tax (expense) benefit | | (2,178) | | (27,595) | | 13,359 | | (26,073) |
| | (7,592) |
| (61,762) | | (20,039) | | (106,635) |
The effective tax rate was -277% and 71% for the three-month periods ended June 30, 2025 and 2024, respectively, and 88% and 66% for the six-month periods ended June 30, 2025 and 2024, respectively.
As of June 30, 2025 and 2024, 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 0% for 2025, and therefore, the applicable statutory income tax rate in Colombia for 2025 would be 35%.
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Note 10 (Continued)
Income tax (Continued)
The negative effective tax rate for the three-month period ended June 30, 2025, was primarily driven by a non-deductible impairment charge related to the divestment of the Group’s assets in Ecuador (see Note 20). Excluding this effect, the effective tax rate would have been approximately 27%. This normalized effective tax rate, which is lower than the applicable statutory income tax rate in Colombia, was mainly explained by the re-estimation of the tax surcharge for 2025 (from 5% to 0%) due to the current lower oil price environment.
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, 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 |
Write-offs | | — | | — | | — | | — | | — | | (3,398) | (b) | (3,398) |
Transfers | | 65,657 | | 90 | | 8,582 | | — | | (58,969) | | (15,360) | | — |
Currency translation differences | | (6,251) | | (82) | | (533) | | (16) | | (2) | | (43) | | (6,927) |
Disposals | | — | | (44) | | — | | (7) | | — | | — | | (51) |
Cost at June 30, 2024 | | 981,128 | | 13,510 | | 177,836 | | 4,024 | | 21,994 | | 94,183 | | 1,292,675 |
| | | | | | | | | | | | | | |
Cost at January 1, 2025 | | 1,034,846 | | 14,231 | | 192,512 | | 4,363 | | 24,106 | | 100,954 | | 1,371,012 |
Additions | | 724 | (a) | 494 | | — | | 5 | | 29,903 | | 16,149 | | 47,275 |
Write-offs / Impairment | | (18,111) | (c) | — | | — | | — | | — | | (18,761) | (d) | (36,872) |
Transfers | | 20,894 | | — | | 12,355 | | 12 | | (31,080) | | (2,181) | | — |
Currency translation differences | | 3,023 | | 38 | | 253 | | 7 | | 20 | | 13 | | 3,354 |
Disposals | | — | | (538) | | — | | (94) | | — | | — | | (632) |
Divestment of long-term assets (Note 19) | | (97,529) | | (193) | | (8,148) | | — | | (329) | | — | | (106,199) |
Cost at June 30, 2025 | | 943,847 | | 14,032 | | 196,972 | | 4,293 | | 22,620 | | 96,174 | | 1,277,938 |
| | | | | | | | | | | | | | |
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) |
Currency translation differences | | 5,649 | | 77 | | 496 | | 14 | | — | | — | | 6,236 |
Disposals | | — | | 17 | | — | | — | | — | | — | | 17 |
Depreciation and write-down at June 30, 2024 | | (477,631) | | (11,118) | | (79,417) | | (3,146) | | — | | — | | (571,312) |
| | | | | | | | | | | | | | |
Depreciation and write-down at January 1, 2025 | | (529,718) | | (11,807) | | (85,759) | | (3,237) | | — | | — | | (630,521) |
Depreciation | | (51,326) | | (767) | | (7,005) | | (127) | | — | | — | | (59,225) |
Currency translation differences | | (2,665) | | (37) | | (235) | | (7) | | — | | — | | (2,944) |
Disposals | | — | | 509 | | — | | 94 | | — | | — | | 603 |
Divestment of long-term assets (Note 19) | | 73,283 | | 187 | | 7,498 | | — | | — | | — | | 80,968 |
Depreciation and write-down at June 30, 2025 | | (510,426) | | (11,915) | | (85,501) | | (3,277) | | — | | — | | (611,119) |
| | | | | | | | | | | | | | |
Carrying amount at June 30, 2024 | | 503,497 | | 2,392 | | 98,419 | | 878 | | 21,994 | | 94,183 | | 721,363 |
Carrying amount at June 30, 2025 | | 433,421 | | 2,117 | | 111,471 | | 1,016 | | 22,620 | | 96,174 | | 666,819 |
(a) | Corresponds to the effect of the change in the estimate of asset retirement obligations. |
(b) | Corresponds to one exploratory well drilled in the CPO-5 Block in Colombia. |
(c) | Corresponds to an impairment charge related to the divestment process in Ecuador (see Notes 19.1 and 20). |
(d) | Corresponds to one exploratory well drilled in the PUT-8 Block in Colombia of US$ 5,883,000, and an impairment charge related to the divestment process in Ecuador of US$ 12,878,000 (see Notes 19.1 and 20). |
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Note 12
Prepayments and other receivables
| | | | |
| | At | | Year ended |
Amounts in US$ ´000 | | June 30, 2025 | | December 31, 2024 |
V.A.T. | | 920 | | 3,733 |
Income tax payments in advance | | 2,029 | | 1,112 |
Other prepaid taxes | | 436 | | 227 |
To be recovered from co-venturers | | 11,475 | | 9,740 |
Prepayments and other receivables | | 18,139 | | 13,485 |
Advanced payment for business transaction in Argentina (a) | | — | | 54,084 |
| | 32,999 | | 82,381 |
Classified as follows: | |
| |
|
Current | | 29,316 | | 79,731 |
Non-current | | 3,683 | | 2,650 |
| | 32,999 | | 82,381 |
(a) | In May 2025, Phoenix Global Resources (“PGR”) exercised its contractual right to withdraw from the transaction and reimbursed the advance payment made in 2024. See Note 19.4. |
Note 13
Equity
Share capital
| | | | |
| | At | | Year ended |
Issued share capital | | June 30, 2025 | | December 31, 2024 |
Common stock (US$ ´000) | | 52 | | 51 |
The share capital is distributed as follows: | |
| | |
Common shares, of nominal US$ 0.001 | | 51,567,663 | | 51,247,287 |
Total common shares in issue | | 51,567,663 | | 51,247,287 |
| | | | |
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
In March and May 2025, the Company’s Board of Directors declared cash dividends of US$ 0.147 per share which were paid on March 31 and June 5, 2025, respectively.
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, 2025, a realized gain of US$ 4,653,000 on commodity risk management contracts was reclassified to the Condensed Consolidated Statement of Income.
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Note 14
Borrowings
The outstanding amounts are as follows:
| | | | |
| | At | | Year ended |
Amounts in US$ ´000 | | June 30, 2025 | | December 31, 2024 |
Notes due 2030 | | | | |
Nominal amount | | 505,598 | | — |
Unamortized debt issuance costs | | (4,323) | | — |
Accrued interests | | 18,434 | | — |
| | 519,709 | | — |
Notes due 2027 | | | | |
Nominal amount | | 94,667 | | 500,000 |
Unamortized debt issuance costs | | (1,161) | | (7,993) |
Accrued interests | | 2,372 | | 12,528 |
| | 95,878 | | 504,535 |
Local debt in Argentina | | | | |
Promissory note (a) | | 10,000 | | 9,798 |
| | 10,000 | | 9,798 |
Total borrowings | | 625,587 | | 514,333 |
Classified as follows:
| | | | |
Current | | 30,805 | | 22,326 |
Non-Current | | 594,782 | | 492,007 |
(a) | Fully repaid in July 2025. |
On January 31, 2025, the Company successfully placed an aggregate principal amount of US$ 550,000,000 senior notes (the “Notes due 2030”) which were offered in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non U.S. persons in accordance with Regulation S under the Securities Act. The Notes due 2030 are fully and unconditionally guaranteed jointly and severally by GeoPark Colombia S.L.U., GeoPark Colombia S.A.S., and GeoPark Argentina S.A. The Notes due 2030 were priced at 100% and carry a coupon of 8.75% per annum (yield 8.75% per annum). The debt issuance cost for this transaction amounted to US$ 5,034,000 (debt issuance effective rate: 8.98%). Final maturity of the Notes due 2030 will be January 31, 2030.
The indenture governing the Notes due 2030 includes incurrence test covenants that provide among other things, that, the Net Debt to Adjusted EBITDA ratio should not exceed 3.5 times and the Adjusted EBITDA to Interest ratio should exceed 2.5 times. Failure to comply with the incurrence test covenants does not trigger an event of default. However, this situation may limit the Company’s capacity to incur additional indebtedness, as specified in the indenture governing the Notes due 2030. Incurrence covenants as opposed to maintenance covenants must be tested by the Company before incurring additional debt or performing certain corporate actions including but not limited to dividend payments, restricted payments and others.
The net proceeds from the Notes due 2030 were used by the Company to repurchase part of its Notes due 2027 for a nominal amount of US$ 405,333,000 through a concurrent tender offer, to repay up to US$ 152,000,000 of outstanding prepayments due under an offtake and prepayment agreement with Vitol (see Notes 29 and 30 to the annual consolidated financial statements as of and for the year ended December 31, 2024) and, the remainder for general corporate purposes, including capital expenditures.
During June 2025, the Company repurchased through open market transactions and cancelled with the Trustee, a total nominal amount of US$ 44,402,000 of its Notes due 2030 at an average price of US$ 0.88. The difference of US$ 4,978,000 between the carrying amount of the debt repurchased (net of the associated unamortized issuance costs) and the consideration paid was recognized as financial income in the condensed consolidated statement of income. After the balance sheet date, during July 2025, the Company continued repurchasing Notes due 2030 for a nominal amount of US$ 10,132,000 at an average price of US$ 0.89.
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Note 15
Provisions and other long-term liabilities
The outstanding amounts are as follows:
| | | | |
| | At | | Year ended |
Amounts in US$ ´000 | | June 30, 2025 | | December 31, 2024 |
Assets retirement obligation (a) | | 8,903 | | 20,887 |
Deferred income | | 682 | | 603 |
Other (a) | | 9,744 | | 10,462 |
| | 19,329 | | 31,952 |
(a) | The liabilities associated with the Manati gas field in Brazil (see Note 19.3) and the Perico and Espejo Blocks in Ecuador (see Note 19.1) for US$ 12,832,000 and US$ 2,260,000, respectively, were classified as held for sale. |
Note 16
Trade and other payables
The outstanding amounts are as follows:
| | | | |
| | At | | Year ended |
Amounts in US$ ´000 | | June 30, 2025 | | December 31, 2024 |
Trade payables | | 63,816 | | 93,435 |
To be paid to co-venturers | | 932 | | 1,829 |
Customer advance payments (a) | | 2,863 | | 152,000 |
Other short-term advance payments (b) | | 500 | | — |
Outstanding commitments in Chile (c) | | — | | 3,320 |
Staff costs to be paid | | 10,417 | | 11,563 |
Royalties to be paid | | 790 | | 723 |
V.A.T. | | 7,475 | | 8,842 |
Taxes and other debts to be paid | | 5,079 | | 8,237 |
| | 91,872 | | 279,949 |
Classified as follows:
| | | | |
| | At | | Year ended |
Amounts in US$ ´000 | | June 30, 2025 | | December 31, 2024 |
Current | | 91,872 | | 279,949 |
Non-Current | | — | | — |
(a) | Advance payment of US$ 152,000,000 under the offtake and prepayment agreement with Vitol, drawn in November 2024. See Note 30.1 to the annual consolidated financial statements as of and for the year ended December 31, 2024. During the six-month period ended June 30, 2025, GeoPark repaid US$ 142,244,000 in cash and US$ 6,893,000 in kind. As of June 30, 2025, US$ 2,863,000 remained outstanding. |
(b) | Advance payment collected in relation with the divestment of the Manati gas field in Brazil. See Note 19.3. |
(c) | Investment commitments in the Campanario and Isla Norte Blocks as a result of the divestment of the Chilean business. See Note 35.3 to the annual consolidated financial statements as of and for the year ended December 31, 2024. |
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Note 17
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 as of June 30, 2025, and December 31, 2024, on a recurring basis:
| | | | | | |
| | | | | | At |
Amounts in US$ ´000 | | Level 1 | | Level 2 | | June 30, 2025 |
Assets | |
| |
| |
|
Derivative financial instrument assets | |
| |
| |
|
Commodity risk management contracts | | — | | 18,149 | | 18,149 |
Currency risk management contracts | | — | | 1,077 | | 1,077 |
Total Assets | | — | | 19,226 | | 19,226 |
| | | | | | |
| | | | | | At |
Amounts in US$ ´000 | | Level 1 | | Level 2 | | December 31, 2024 |
Assets | |
| |
| |
|
Derivative financial instrument assets | |
| |
| |
|
Commodity risk management contracts | | — | | 2,764 | | 2,764 |
Total Assets | | — | | 2,764 | | 2,764 |
Liabilities | |
| |
| |
|
Derivative financial instrument liabilities | |
| |
| |
|
Commodity risk management contracts | | — | | 21 | | 21 |
Currency risk management contracts | | — | | 443 | | 443 |
Total Liabilities | | — | | 464 | | 464 |
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, 2025.
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 87.5% of its carrying amount, including interest accrued as of June 30, 2025. Fair value was calculated based on market price for the Notes and is within Level 1 of the fair value hierarchy.
Note 18
Capital commitments
Capital commitments are detailed in Note 33.2 to the annual consolidated financial statements as of December 31, 2024. The following updates have taken place during the six-month period ended June 30, 2025:
The Group incurred investments of US$ 8,668,000 to fulfill its commitments, at GeoPark’s working interest.
Colombia
● | PUT-8 Block: Two of the three exploratory wells committed under the exploration obligations were drilled. On April 29, 2025, the Colombian National Hydrocarbons Agency (“ANH”) approved GeoPark’s requests to extend the current exploration phase until April 28, 2026. |
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Note 18 (Continued)
Capital commitments (Continued)
Colombia (Continued)
● | Llanos 123 Block: The committed exploratory well was drilled during the period. Total investment required to fulfil the block’s commitments has already been incurred. |
Brazil
● | POT-T-785 Block: On June 18, 2025, the Brazilian Petroleum, Natural Gas and Biofuels Agency officially confirmed the completion of the exploratory commitment. |
Chile
● | Campanario and Isla Norte Blocks: Total investments required to fulfil the commitments for each block have been completed and the associated guarantees have been released. |
Note 19
Business transactions
19.1 Divestment of working interests in Ecuador
During the first quarter of 2025, the Company’s Board of Directors approved the decision to evaluate strategic options for its assets in Ecuador. As a result, during the second quarter of 2025, GeoPark and its partner accepted an offer to divest their respective 50% working interests in the Perico and Espejo Blocks.
Subsequently, on July 31, 2025, the parties executed definitive Asset Purchase Agreements for a total consideration of US$ 6,910,000, corresponding to GeoPark’s working interest. This amount includes a firm purchase price of US$ 7,775,000, net of a working capital adjustment of US$ 865,000, and is subject to customary interim period adjustments. In addition, the agreement includes a contingent consideration of US$ 750,000, payable upon the Perico Block achieving cumulative gross production of two million barrels as from January 1, 2025. The closing of the transaction remains subject to the approval of the field development plans by the Ministry of Energy and Mines and other customary regulatory authorizations.
As of June 30, 2025, the non-current assets and liabilities related to the Perico and Espejo Blocks have been classified as held for sale in the Condensed Consolidated Statement of Financial Position, in the amounts of US$ 7,076,000 and US$ 2,260,000, respectively. Immediately prior to this reclassification, the recoverable amount of the associated net assets was estimated, and an impairment loss of US$ 30,989,000 was recognized in the Condensed Consolidated Statement of Income.
19.2 Divestment of non-operated working interest in the Llanos 32 Block in Colombia
On March 14, 2025, GeoPark agreed to transfer, subject to regulatory approval, its non-operated working interest in the Llanos 32 Block in Colombia to its joint operation partner for a total consideration of US$ 19,000,000, minus working capital adjustment of US$ 3,660,000. GeoPark has already received the net proceeds from the transaction.
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Note 19 (Continued)
Business transactions (Continued)
19.3 Divestment of non-operated working interest in the Manati gas field in Brazil
On March 27, 2025, GeoPark entered into an agreement to sell its 10% non-operated working interest in the Manati gas field in Brazil for a total consideration of US$ 1,000,000, subject to working capital adjustment, plus a contingent payment of an additional US$ 1,000,000, subject to the field’s future cash flow or its potential conversion into a natural gas storage facility. As of the date of these interim condensed consolidated financial statements, GeoPark has collected an advance payment of US$ 500,000. Closing of the transaction is pending customary regulatory approvals.
Since March 2025, the amount of Property, plant and equipment and Right-of-use assets corresponding to the Manati gas field and the liabilities associated to it have been classified as held for sale.
19.4 Transaction in Argentina (“Vaca Muerta”) – Update
On May 13, 2024, GeoPark announced the execution of a farm-out agreement with PGR, a subsidiary of Mercuria Energy Trading (“Mercuria”), for the acquisition of non-operated working interests in four adjacent unconventional blocks in the Neuquén Basin, Argentina. However, on May 14, 2025, GeoPark announced that PGR exercised its contractual right to withdraw from the transaction. As a result, the transaction was not completed.
Accordingly, GeoPark was not required to pay the remaining balance of the upfront consideration, and all advance payments previously made were fully reimbursed. The advance payments included US$ 49,096,000 paid in May 2024, comprising US$ 38,000,000 related to the upfront consideration and US$ 11,096,000 related to the acquisition of midstream capacity, and US$ 4,988,000 paid in December 2024 for additional midstream capacity. These amounts had been recognized under the “Prepayments and other receivables” line item within “Current assets” in the Consolidated Statement of Financial Position as of December 31, 2024, and were fully collected in May 2025.
Note 20
Impairment test on Property, plant and equipment
The Group’s management considers each of the blocks or group of blocks in which the Group has working or economic interests as cash-generating unit (“CGU”). The blocks with no material investment on property, plant and equipment or with operations that are not linked to oil and gas prices were not subject to the impairment test.
As of June 30, 2025, the divestment process of the Perico and Espejo Blocks in Ecuador, described in Note 19.1, was considered an indicator of impairment. The carrying amount of the net assets associated with these blocks exceeded their fair value less cost of disposal. Accordingly, the net assets were written down to their known selling price, resulting in the recognition of an impairment loss of US$ 30,989,000, comprising US$ 18,111,000 related to oil and gas properties and US$ 12,878,000 related to exploration and evaluation assets.
Additionally, beginning in early April 2025, international crude oil prices experienced a significant decline, driven by a combination of geopolitical tensions and macroeconomic concerns. As of March 31, 2025, the Brent crude oil price was approximately US$ 74 per barrel. However, during the first week of April, Brent fell by more than 20%, reaching levels below US$ 60 per barrel, the lowest level since mid-2021.
This abrupt downturn was primarily triggered by escalating trade tensions between the United States and major global trading partners, notably China, following the U.S. administration’s announcement of increased import tariffs. These actions intensified concerns about a potential global economic slowdown, thereby weakening the outlook for oil demand. Concurrently, certain OPEC+ members unexpectedly increased production in early April, further exacerbating the downward pressure on international crude oil benchmarks.
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Note 20 (Continued)
Impairment test on Property, plant and equipment (Continued)
Throughout the second quarter of 2025, this oil price volatility persisted. Although Brent prices temporarily recovered in mid-June, driven by increased geopolitical tensions in the Middle East, particularly the conflict between Israel and Iran, reaching levels above US$ 74 per barrel, they declined again by quarter-end, closing around US$ 68 per barrel as of June 30, 2025.
As these levels fell below the base case price assumptions used in the impairment tests performed as of December 31, 2024, GeoPark identified the existence of impairment indicators in the Llanos 87, CPO-5 and Platanillo Blocks in Colombia in accordance with IAS 36, which prompted the Group to perform updated impairment assessments as of June 30, 2025.
The impairment tests were performed by comparing the carrying amount of each CGU to its recoverable amount, which was determined as the fair value less cost of disposal, in accordance with IAS 36 “Impairment of Assets.” The fair value less cost of disposal was estimated using a discounted cash flow model, which is a commonly used approach to estimate market value in the oil and gas industry when observable market prices are not readily available. The fair value measurement used in the impairment tests is classified as Level 3 of the fair value hierarchy defined in IFRS 13, as it relies on inputs that are not directly observable in the market and include internal assumptions.
The key variables and assumptions applied in the valuation model included:
● | Future oil prices: Based on Brent price forecasts provided by international consultancy firms, weighted with internal estimates. For the first five years, the Brent prices per barrel used were as follows: US$ 71.0 in 2025, US$ 72.0 in 2026, US$ 72.0 in 2027, US$ 73.4 in 2028, and US$ 75.9 in 2029. |
● | Price scenarios: Three scenarios (low, mid, and high) were modeled and weighted to properly reflect pricing uncertainty. |
● | Production and reserves: Production levels were projected based on certified risked P1, P2, and P3 reserves as of December 31, 2024, as applicable, and were updated to reflect the latest available operational data for the year to date. |
● | Operating and structure costs: Estimated using internal historical data and consistent with GeoPark’s forecasts. |
● | Capital expenditures: Projected to reflect the drilling campaign necessary to develop certified reserves. |
● | Income taxes: Projections include expected applicable income tax rates (see Note 16 to the annual consolidated financial statements as of and for the year ended December 31, 2024). |
● | Discount rate: The post-tax discount rate was determined according to market participant assumptions and GeoPark’s assessment of the Weighted Average Cost of Capital for each CGU. A rate of 10% was applied to CGUs located in Colombia. This rate reflects the specific risk profile and economic conditions of the jurisdiction. |
● | Costs of disposal: Estimated based on GeoPark’s recent comparable transactions, reflecting the expected expenses in a potential disposal process. |
The assets subject to the impairment test include oil and gas properties, production facilities and machinery, and construction in progress. The carrying amount tested also includes mineral interests, if any.
As a result of the impairment test performed as of June 30, 2025, no impairment losses were recognized, except for the abovementioned impairment charge in the Perico and Espejo Blocks in Ecuador. The recoverable amounts of the other CGUs tested continue to exceed their respective carrying values, even under more conservative pricing scenarios.
GeoPark will continue to closely monitor macroeconomic developments and oil market conditions and will revise its estimates in future periods if warranted by changes in circumstances.
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Note 21
Subsequent events
Cost efficiency measures
In July 2025, the Group implemented cost efficiency initiatives which include the immediate reduction of the workforce. These initiatives were undertaken to enhance cost efficiency and better align the organizational structure with the Group’s strategic objectives and operational challenges. In connection with these measures, the Group incurred termination costs of approximately US$ 3,000,000.
Other events after the reporting period
Other events after the reporting period are detailed in Notes 4, 14 and 19.1.
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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 | |
| | |
| | |
| | |
| By: | /s/ Jaime Caballero Uribe . |
| | Name: Jaime Caballero Uribe |
| | Title: Chief Financial Officer |
Date: August 5, 2025
25
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