GPRK GeoPark Limited

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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

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For the month of November 2024

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Commission File Number: 001-36298

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GeoPark Limited

(Exact name of registrant as specified in its charter)

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Calle 94 N° 11-30 Piso 8

Bogota, Colombia

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

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GEOPARK LIMITED

TABLE OF CONTENTS

ITEM

Item 1

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FOR IMMEDIATE DISTRIBUTION

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GEOPARK REPORTS THIRD QUARTER 2024 RESULTS

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STRONG CASH FLOW GENERATION

QUARTERLY CASH DIVIDEND OF $0.147 PER SHARE

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Bogota, Colombia – November 6, 2024 - GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent Latin American oil and gas explorer, operator, and consolidator, reports its consolidated financial results for the three-month period ended September 30, 2024 (“Third Quarter” or “3Q2024”). A conference call to discuss these financial results will be held on November 7, 2024, at 10:00am (Eastern Standard Time).

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THIRD QUARTER 2024 FINANCIAL SUMMARY

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In 3Q2024, GeoPark delivered solid financial performance with $99.8 million Adjusted EBITDA,¹ a margin of 63% and $25.1 million net profit, amidst a softer price environment and operational challenges. Net profit was 1.2% higher than 3Q2023, demonstrating resilient profitability in the context of lower oil prices. Adjusted EBITDA for the nine-month period ended September 30, 2024 was higher than the same period in 2023, underscoring the strength and consistency of our financial results year-to-date.

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GeoPark invested $45.9 million in capital expenditures in 3Q2024, focused on: i) facilities upgrades and advancing development and appraisal activities in the Llanos 34 Block (GeoPark operated, 45% WI) in Colombia, including an ongoing water-flooding campaign and facility expansions; ii) drilling two exploration wells in the CPO-5 Block (GeoPark non-operated, 30% WI) in Colombia; iii) ongoing delineation and exploration in the Toritos and Bisbita fields in the Llanos 123 Block (GeoPark operated, 50% WI) in Colombia; iv) exploration and workover activities in the Espejo (GeoPark operated, 50% WI) and Perico (GeoPark non-operated, 50% WI) Blocks in Ecuador; and v) infrastructure development, with the construction of drilling pads in the Put-8 Block (GeoPark operated, 50% WI) in Colombia.

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Underscoring its ongoing commitment to disciplined financial management, GeoPark concluded 3Q2024 with a growing cash balance that reached $123.4 million at end-September, while net leverage remained low at 0.8x. GeoPark’s debt profile remains resilient, with no principal maturities scheduled until January 2027.

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Each dollar invested in capital expenditures yielded $2.2 in Adjusted EBITDA, and the return on average capital employed (ROACE) reached 34%. These financial achievements and discipline allowed GeoPark to reward its shareholders once again with a quarterly dividend of $7.5 million ($0.147 per share), representing an annualized dividend of $30 million and a yield of approximately 7%.

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Quarterly average oil and gas production in 3Q2024 was 33,215 boepd,² down 4% compared to 3Q2023 mainly due to the divestment of the Chilean business in 1Q2024, suspended operations at the Manati gas field in Brazil (GeoPark non-operated, 10% WI), production in the Llanos 34 Block not offsetting the natural base decline, and continued blockades affecting operations in the Llanos 34 and CPO-5 Blocks. These factors were previously identified as risks, and their realization has impacted production within the anticipated 1,500-2,500 boepd average range for the year.

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¹ For reconciliations, see “Reconciliation of Adjusted EBITDA to Profit Before Income Tax” table below.

² Reported in the 3Q2024 Operational Update and not including production from Vaca Muerta.

GeoPark’s acquisition of four unconventional hydrocarbon blocks in Vaca Muerta, Argentina became effective on July 1, 2024, with the transaction expected to close (pending regulatory approvals) by the end of 2024.³ During 3Q2024, the development wells in the Mata Mora Norte Block (GeoPark non-operated, 45% WI) achieved a gross average production of 12,621 boepd, demonstrating the high productivity of these assets. The operator is now initiating production from three exploration wells in the Confluencia Norte Block (GeoPark non-operated, 50% WI), aimed at unlocking and de-risking the substantial growth potential of this block. The Group’s Argentine subsidiary, GeoPark Argentina, S.A., has secured crucial capital markets approvals, including bank credit lines, an AA+(arg) credit rating from Fitch Ratings’ local Argentine affiliate FIX, and authorization from Argentina’s securities regulator (Comisión Nacional de Valores or “CNV”) to issue up to $500 million in debt securities over the next five years, providing strategic financial flexibility to support the future development of these assets.

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Looking ahead, GeoPark plans to release its 2025 Work Program and Investment Guidelines before year-end. This upcoming framework will outline GeoPark’s strategic initiatives and capital allocation priorities, setting the stage for sustainable growth and enhanced value creation across its asset portfolio.

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Andrés Ocampo, Chief Executive Officer of GeoPark, said: “In the third quarter, we continued to build on our strengths, generating robust cash flow and efficiently advancing our strategic initiatives with a disciplined $45.9 million investment in capital expenditures. This investment focused on key development, appraisal, and exploration activities across our core assets in Colombia and Ecuador. Our expansion into Vaca Muerta also took an important step forward with a recent field trip, where alongside our partner, Phoenix Global Resources, we hosted a group of fixed income and equity investors. This visit provided an invaluable opportunity to showcase our growth strategy first hand and highlight the scalable, efficient growth potential of our unconventional assets in Vaca Muerta.  We remain committed to disciplined capital allocation and maximizing shareholder value as we unlock further potential in our core assets and prepare for sustained, long-term growth in Argentina.”

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Supplementary information is available at the following link:

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https://ir.geo-park.com/3Q24-SupplementaryRelease

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THIRD QUARTER 2024 HIGHLIGHTS

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Oil and Gas Production and Operations

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Revenue, Adjusted EBITDA and Net Profit

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Cost and Capital Efficiency

³ The Vaca Muerta acquisition is not yet consolidated in our Financial Statements.

⁴ Not including production from Vaca Muerta.

⁵ ROACE is defined as last twelve-month operating profit divided by average total assets minus current liabilities.

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Balance Sheet Reflects Financial Quality

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Commitment to Shareholder Return

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CONSOLIDATED OPERATING PERFORMANCE

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Key performance indicators:

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⁶ Based on GeoPark’s market capitalization as of October 31, 2024.

All figures are expressed in US Dollars and growth comparisons refer to the same period of the prior year, except when otherwise specified. Definitions and terms used herein are provided in the Glossary at the end of this document. This press release and its supplementary information do not contain all the Company’s financial information and the Company’s consolidated financial statements and corresponding notes for the period are available on the Company’s website.

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RECONCILIATION OF ADJUSTED EBITDA TO PROFIT BEFORE INCOME TAX

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CONFERENCE CALL INFORMATION

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GeoPark management will host a conference call on Thursday, November 7, 2024, at 10:00 am (Eastern Standard Time) to discuss the 3Q2024 financial results.

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To listen to the call, participants can access the webcast located in the Invest with Us section of the Company’s website at www.geo-park.com, or by clicking below:

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https://events.q4inc.com/attendee/332625400

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Interested parties may participate in the conference call by dialing the numbers provided below:

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United States Participants: +1 404-975-4839

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Global Dial-In Numbers:

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https://www.netroadshow.com/conferencing/global-numbers?confId=68476

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Passcode: 027838

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Please allow extra time prior to the call to visit the website and download any streaming media software that might be required to listen to the webcast.

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An archive of the webcast replay will be made available in the Invest with Us section of the Company’s website at www.geo-park.com after the conclusion of the live call.

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For further information, please contact:

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GLOSSARY

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NOTICE

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Additional information about GeoPark can be found in the Invest with Us section of the website at www.geo-park.com.

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Rounding amounts and percentages: Certain amounts and percentages included in this press release and its supplementary information have been rounded for ease of presentation. Percentage figures included in this press release and its supplementary information have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. In addition, certain other amounts that appear in this press release and its supplementary information may not sum due to rounding.

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This press release and its supplementary information contain certain oil and gas metrics, including information per share, operating netback, reserve life index and others, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

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CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

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This press release and its supplementary information contain statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘could,’’ ‘‘expect,’’ ‘‘should,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘will,’’ ‘‘estimate’’ and ‘‘potential,’’ among others.

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Forward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters, including production, timing for closing of the acquisition transaction, Work Program and Investment Guidelines, strategic initiatives, growth and capital allocation. Forward-looking statements are based on management’s beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors.

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Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances, or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see filings with the U.S. Securities and Exchange Commission (SEC).

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Oil and gas production figures included in this press release and its supplementary information are stated before the effect of royalties paid in kind, consumption and losses. Annual production per day is obtained by dividing total production by 365 days.

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Non-GAAP Measures: The Company believes Adjusted EBITDA, free cash flow and operating netback per boe, which are each non-GAAP measures, are useful because they allow the Company to more effectively evaluate its operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. The Company’s calculation of Adjusted EBITDA, free cash flow, and operating netback per boe may not be comparable to other similarly titled measures of other companies.

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Adjusted EBITDA: The Company defines Adjusted EBITDA as profit for the period before net finance costs, income tax, depreciation, amortization and certain non-cash items such as impairments and write-offs of unsuccessful exploration and evaluation assets, accrual of stock options and stock awards, unrealized results on commodity risk management contracts and other non-recurring events. Adjusted EBITDA is not a measure of profit or cash flow as determined by IFRS. The Company excludes the items listed above from profit for the period in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, profit for the period or cash flow from operating activities as determined in accordance with IFRS or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure and significant and/or recurring write-offs, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. For a reconciliation of Adjusted EBITDA to the IFRS financial measure of profit, see the accompanying financial tables and the supplementary information.

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Operating Netback per boe: Operating netback per boe should not be considered as an alternative to, or more meaningful than, profit for the period or cash flow from operating activities as determined in accordance with IFRS or as an indicator of the Company’s operating performance or liquidity. Certain items excluded from operating netback per boe are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure and significant and/or recurring write-offs, as well as the historic costs of depreciable assets, none of which are components of operating netback per boe. The Company’s calculation of operating netback per boe may not be comparable to other similarly titled measures of other companies.

Item 2

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SUPPLEMENT TO THIRD QUARTER 2024 RESULTS RELEASE

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This document should be read in conjunction with GeoPark’s Third Quarter 2024 Results Release, available on the Company’s website.

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PRODUCTION, DELIVERIES AND REALIZED OIL PRICES

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Production: Average net oil and gas production in 3Q2024 was 33,215 boepd, down 4% compared to 3Q2023 mainly due to the divestment of the Chilean business on January 18, 2024 and suspended production at the Manati gas field in Brazil (GeoPark non-operated, 10% WI) due to unscheduled maintenance, partially offset by higher production in Ecuador. Oil represented 99.6% and 93.5% of total reported production in 3Q2024 and 3Q2023, respectively.

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For further details, please refer to the 3Q2024 Operational Update published on October 9, 2024.

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Deliveries: Oil and gas deliveries to GeoPark’s offtakers in 3Q2024 totaled 26,631 boepd, down by 13% compared to 3Q2023, mainly due to higher economic rights paid in kind, as well as lower production.

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The mix of royalties and economic rights paid in kind versus in cash impacts revenue, production and operating costs, though it remains neutral with respect to Adjusted EBITDA. In 3Q2024, there was a significant increase in economic rights paid in kind compared to 3Q2023, resulting in lower revenue and lower production and operating costs (due to lower economic rights paid in cash).

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Reference and Realized Oil Prices: Brent crude oil prices decreased by 9% to $78.5 per bbl during 3Q2024, and the consolidated realized oil sales price decreased by 9% to $67.7 per bbl in 3Q2024.

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A breakdown of reference and net realized oil prices in relevant countries in 3Q2024 and 3Q2023 is shown in the tables below:

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REVENUE AND COSTS

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Revenue: Consolidated revenue decreased by 17% to $159.5 million in 3Q2024, compared to $192.1 million in 3Q2023, mainly reflecting lower realized oil and gas prices as well as lower deliveries.

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Sales of crude oil: Consolidated oil revenue decreased by 15% to $157.5 million in 3Q2024, mainly due to a 9% decrease in realized oil prices and a 6% decrease in deliveries. Oil revenue was 99% and 96% of total revenue in 3Q2024 and 3Q2023, respectively.

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The table below provides a breakdown of crude oil revenue in 3Q2024 and 3Q2023:

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Sales of purchased crude oil: 3Q2024 sales of purchased crude oil decreased to $1.5 million, which corresponds to oil trading operations (purchasing and selling crude oil from third parties with the cost of the oil purchased reflected in production and operating costs).

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Sales of gas: Consolidated gas revenue decreased by 91% to $0.5 million in 3Q2024, compared to $5.3 million in 3Q2023, reflecting the divestment of the Chilean business in January 2024 and suspended production at the Manati gas field in Brazil due to unscheduled maintenance. Gas revenue was 0.3% and 3% of total revenue in 3Q2024 and 3Q2023, respectively.

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The table below provides a breakdown of gas revenue in 3Q2024 and 3Q2023:

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Commodity Risk Management Contracts: No results on commodity risk management contracts, which are designated and qualify as cash flow hedges, were recorded in 3Q2024 or 3Q2023.

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In September 2024, GeoPark had zero cost collars covering 14,500 bopd including purchased puts with an average price of $68.3 per bbl and sold calls at an average price of $95.1 per bbl.

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Please refer to the “Commodity Risk Management Contracts” section below for a description of hedges in place.

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Production and Operating Costs: Consolidated production and operating costs decreased to $39.8 million in 3Q2024 from $58.2 million in 3Q2023, mainly resulting from lower economic rights paid in cash (due to higher economic rights paid in kind).

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The table below provides a breakdown of production and operating costs in 3Q2024 and 3Q2023:

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Consolidated operating costs decreased to $36.0 million in 3Q2024, compared to $40.6 million in 3Q2023, mainly reflecting lower production and deliveries.

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Consolidated royalties paid in cash amounted to $1.0 million in 3Q2024, compared to $0.8 million in 3Q2023.

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Consolidated economic rights paid in cash (including high price, x-factor and other economic rights paid to the Colombian Government in cash) amounted to $1.3 million in 3Q2024 compared to $14.8 million in 3Q2023, due to higher volumes of economic rights paid in kind.

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Consolidated purchased crude oil charges amounted to $1.4 million in 3Q2024 compared to $1.9 million in 3Q2023, which corresponds to oil trading operations (purchasing and selling crude oil from third parties with the sale of purchased oil being reflected in revenue).

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Selling Expenses: Consolidated selling expenses decreased to $3.5 million in 3Q2024, compared to $3.8 million in 3Q2023.

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Geological & Geophysical Expenses: Consolidated G&G expenses slightly increased to $3.0 million in 3Q2024, compared to $2.6 million in 3Q2023.

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Administrative Expenses: Consolidated G&A increased to $12.7 million in 3Q2024 compared to $11.6 million in 3Q2023, mainly due to advisory services related to new business.

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Adjusted EBITDA: Consolidated Adjusted EBITDA¹ decreased by 13% to $99.8 million in 3Q2024. On a per boe basis, Adjusted EBITDA decreased to $40.7 per boe in 3Q2024 from $41.0 per boe in 3Q2023.

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The table below shows production, volumes sold and the breakdown of the most significant components of Adjusted EBITDA for 3Q2024 and 3Q2023, on a per boe basis:

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Operating costs per boe in Colombia are affected by the mix of royalties and economic rights paid in kind versus paid in cash, as operating cost per boe is calculated as total operating costs (including the cost to produce barrels that are used to pay royalties and economic rights in kind) divided by barrels delivered to GeoPark’s offtakers (after royalties and economic rights paid in kind).

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Depreciation: Consolidated depreciation charges amounted to $33.1 million in 3Q2024, compared to $29.8 million in 3Q2023.

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Write-off of unsuccessful exploration efforts: The consolidated write-off of unsuccessful exploration efforts amounted to $11.2 million in 3Q2024, compared to $9.3 million in 3Q2023. Amounts recorded in 3Q2024 correspond to an unsuccessful exploration well in the CPO-5 Block in Colombia (GeoPark non-operated, 30% WI) and two unsuccessful exploration wells in the Espejo Block in Ecuador (GeoPark operated, 50% WI).

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Other Income (Expenses): Consolidated other expenses amounted to $1.5 million in 3Q2024, compared to $3.6 million income in 3Q2023.

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CONSOLIDATED NON-OPERATING RESULTS AND PROFIT

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Financial Expenses: Net financial expenses amounted to $9.2 million in 3Q2024, compared to $10.6 million in 3Q2023.

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Foreign Exchange: Net foreign exchange gain amounted to $1.1 million in 3Q2024, compared to a $4.0 million loss in 3Q2023.

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Income Tax: Income taxes totaled $21.6 million in 3Q2024, compared to $41.2 million in 3Q2023, mainly resulting from the re-estimation of the applicable tax surcharge in Colombia for 2024 (which was adjusted from 15% to 10%, because of a lower price environment).

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Net Profit: Net profit amounted to $25.1 million in 3Q2024, compared to $24.8 million in 3Q2023.

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BALANCE SHEET

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Cash and Cash Equivalents: Cash and cash equivalents totaled $123.4 million as of September 30, 2024, compared to $133.0 million as of December 31, 2023.

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This net decrease is explained by the following:

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Cash flows from operating activities of $269.5 million included income tax payments of $77.0 million.²

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Cash flows used in financing activities mainly included $43.7 million related to repurchase of outstanding shares, $27.5 million related to interest payments and $22.5 million related to cash dividend payments.

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Financial Debt: Total financial debt net of issuance cost was $496.8 million, corresponding to the 2027 Notes. Short-term financial debt was $5.7 million as of September 30, 2024, and corresponds to interest accrued on the 2027 Notes.

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FINANCIAL RATIOS³

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Covenants in the 2027 Notes: The 2027 Notes include debt incurrence covenants that, among others, require that the Net Debt to Adjusted EBITDA ratio should not exceed 3.25 times and the Adjusted EBITDA to Interest ratio should exceed 2.5 times for GeoPark to incur new debt.

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²     Includes current income tax payments and withholding taxes from clients for $15.1 million (included within “Change in working capital” line item of the Statement of Cash Flow).

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COMMODITY RISK MANAGEMENT CONTRACTS

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The table below summarizes commodity risk management contracts in place as of the date of this release:

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SELECTED INFORMATION BY BUSINESS SEGMENT

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CONSOLIDATED STATEMENT OF INCOME

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(QUARTERLY INFORMATION UNAUDITED)

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SUMMARIZED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

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(QUARTERLY INFORMATION UNAUDITED)

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SUMMARIZED CONSOLIDATED STATEMENT OF CASH FLOW

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(QUARTERLY INFORMATION UNAUDITED)

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RECONCILIATION OF ADJUSTED EBITDA TO PROFIT BEFORE INCOME TAX

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