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 May 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

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Item 1

FOR IMMEDIATE DISTRIBUTION

GEOPARK REPORTS FIRST QUARTER 2024 RESULTS

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STRONG CASH FLOW GENERATION AND NET INCOME

QUARTERLY CASH DIVIDEND OF $0.147 PER SHARE

Bogota, Colombia – May 15, 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 March 31, 2024 (“First Quarter” or “1Q2024”). A conference call to discuss these financial results will be held on May 16, 2024, at 10:00 am (Eastern Daylight Time).

FIRST QUARTER 2024 SUMMARY

In 1Q2024, GeoPark delivered $111.5 million Adjusted EBITDA, an Adjusted EBITDA margin of 67%, and $30.2 million net profit that was 15% higher than in 1Q2023. Quarterly average oil and gas production in 1Q2024 reached 35,473 boepd, down 3% compared to 1Q2023, mainly due to the divestment of the Chilean business on January 18, 2024.

GeoPark invested $48.8 million in capital expenditures in 1Q2024, focused on i) continuing the development of its core operations in the Llanos 34 (GeoPark operated, 45% WI) and CPO-5 (GeoPark non-operated, 30% WI) blocks in Colombia; ii) delineating the new plays opened in 2023 in the Llanos Basin in Colombia and in the Oriente Basin in Ecuador and iii) preparing the new Llanos 86 and 104 blocks (GeoPark operated, 50% WI) for future exploration.

Capital efficiency was once again a key feature of the quarter. Each dollar invested in capital expenditures yielded $2.3 in Adjusted EBITDA, and the return on average capital employed reached 35%.

GeoPark ended 1Q2024 with a strong balance sheet, illustrating its sustained commitment to financial discipline. The cash position continued to strengthen and reached $150.7 million at the end of the quarter, while net leverage stood at 0.8x times and the debt profile remained robust with no principal maturities until January 2027.

These financial achievements and discipline allowed GeoPark to continue rewarding its shareholders with quarterly dividends of $7.5 million ($0.147 per share) and a successful tender offer of 4.4 million shares at $10 per share that was launched in the first quarter and ended in April 2024, reducing shares outstanding by approximately 8%.

Looking forward to the remainder of 2024, GeoPark’s activity set will be focused on continuing the development of its core operations in the Llanos 34 and CPO-5 blocks, incorporating into the portfolio the recently acquired Mata Mora and Confluencia assets in Vaca Muerta, and delineating the new plays opened in 2023 in the Llanos Basin in Colombia and in the Oriente Basin in Ecuador, and preparing new blocks for future exploration.

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Andrés Ocampo, Chief Executive Officer of GeoPark, said: “GeoPark delivered robust financial results in 1Q2024, underpinned by our long-standing commitment to capital efficiency. The recently announced access to Vaca Muerta creates an immediate inventory of quality drilling opportunities in one of the most productive oil and gas basins in the world. We are making steady progress towards the promised step-change in our underlying performance and growth path.”

Supplementary information is available at the following link:

https://s202.q4cdn.com/389131578/files/doc_financials/2024/q1/supplement-to-first-quarter-2024-results.pdf

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FIRST QUARTER 2024 HIGHLIGHTS

Oil and Gas Production and Operations

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Revenue, Adjusted EBITDA and Net Profit

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Cost and Capital Efficiency

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Balance Sheet Reflects Financial Quality

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Accelerated Shareholder Returns

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¹    ROCE is defined as last twelve-month operating profit divided by average total assets minus current liabilities.

²    Based on GeoPark’s market capitalization as of May 14. 2024.

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CONSOLIDATED OPERATING PERFORMANCE

Key performance indicators:

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All figures are expressed in US Dollars and growth comparisons refer to the same period of the prior year, except when 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 of the Company’s financial information and the Company’s consolidated financial statements and corresponding notes for the period ended March 31, 2024, will be 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

Reporting Date for 1Q2024 Results Release, Conference Call and Webcast

GeoPark will report its 1Q2024 financial results on Wednesday, May 15, 2024, after the market close.

In conjunction with the 1Q2024 results press release, GeoPark management will host a conference call on Thursday, May 16, 2024, at 10:00 am (Eastern Daylight Time) to discuss the 1Q2024 financial results.

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:

https://events.q4inc.com/attendee/738365444

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

United States Participants: +1 404-975-4839

Global Dial-In Numbers: https://www.netroadshow.com/conferencing/global-numbers?confId=64224

Passcode: 950684

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.

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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GLOSSARY

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NOTICE

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

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.

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.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

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.

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, the drilling campaign and share buyback program. 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.

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).

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.

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.

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.

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Item 2

SUPPLEMENT TO FIRST QUARTER 2024 RESULTS RELEASE

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

PRODUCTION, DELIVERIES AND REALIZED OIL PRICES

Production: Average net oil and gas production in 1Q2024 was 35,473 boepd, down 3% compared to 1Q2023, mainly due to the divestment of the Chilean business in January 2024. Oil represented 97% and 92% of total reported production in 1Q2024 and 1Q2023, respectively.

For further details, please refer to the 1Q2024 Operational Update published on April 25, 2024.

Deliveries: Oil and gas deliveries to GeoPark’s offtakers in 1Q2024 totaled 28,245 boepd, down by 15% compared to 1Q2023, mainly due to higher royalties and economic rights paid in kind.

The mix of royalties and economic rights paid in kind versus in cash affects revenue as well as production and operating costs, but the effect is neutral with respect to Adjusted EBITDA. In 1Q2024, royalties and economic rights paid in kind increased significantly compared to 1Q2023, resulting in lower revenue and also lower production and operating costs (due to lower cash royalties and economic rights paid in cash).

Reference and Realized Oil Prices: Brent crude oil prices decreased by 1% to $81.8 per bbl during 1Q2024, and the consolidated realized oil sales price increased by 4% to $69.5 per bbl in 1Q2024.

A breakdown of reference and net realized oil prices in relevant countries in 1Q2024 and 1Q2023 is shown in the tables below:

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REVENUE AND COSTS

Revenue: Consolidated revenue decreased by 8% to $167.4 million in 1Q2024, compared to $182.5 million in 1Q2023, mainly reflecting lower deliveries, partially offset by higher realized oil and gas prices.

Sales of crude oil: Consolidated oil revenue decreased by 7% to $162.2 million in 1Q2024, mainly due to a 12% decrease in deliveries, partially offset by a 4% increase in realized oil prices. Oil revenue was 97% and 96% of total revenue in 1Q2024 and 1Q2023, respectively.

The table below provides a breakdown of crude oil revenue in 1Q2024 and 1Q2023:

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Sales of purchased crude oil: 1Q2024 sales of purchased crude oil increased to $1.8 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).

Sales of gas: Consolidated gas revenue decreased by 46% to $3.5 million in 1Q2024 compared to $6.5 million in 1Q2023, reflecting a 54% decrease in gas deliveries (resulting from the divestment of Chile in January 2024), partially offset by a 16% increase in gas prices. Gas revenue was 2% and 4% of total revenue in 1Q2024 and 1Q2023, respectively.

The table below provides a breakdown of gas revenue in 1Q2024 and 1Q2023:

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Commodity Risk Management Contracts: Consolidated commodity risk management contracts, which are designated and qualify as cash flow hedges, amounted to a $0.1 million loss in 1Q2024, compared to zero in 1Q2023.

In 1Q2024, GeoPark had zero cost collars covering 8,500 bopd including purchased puts with an average price of $65.6 per bbl and sold calls at an average price of $92.0 per bbl.

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 $38.5 million in 1Q2024 from $52.5 million in 1Q2023, mainly resulting from lower royalties and economic rights paid in cash (due to higher royalties and economic rights paid in kind), partially offset by higher operating costs.

The table below provides a breakdown of production and operating costs in 1Q2024 and 1Q2023:

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Consolidated royalties paid in cash amounted to $1.2 million in 1Q2024 compared to $7.2 million in 1Q2023, due to higher volumes of royalties being paid in kind.

Consolidated economic rights paid in cash (including high price, x-factor and other economic rights paid to the Colombian Government in cash) amounted to $1.5 million in 1Q2024 compared to $16.1 million in 1Q2023, due to higher volumes of economic rights paid in kind.

Consolidated operating costs increased to $34.2 million in 1Q2024 compared to $28.5 million in 1Q2023, mainly reflecting higher energy costs (due to lower availability of hydroelectric power in Colombia), inflationary pressures and the revaluation of the local currency in Colombia.

Consolidated purchased crude oil charges amounted to $1.5 million in 1Q2024 compared to $0.7 million in 1Q2023, which corresponds to oil trading operations (purchasing and selling crude oil from third parties with the sale of purchased oil being reflected in revenue).

Selling Expenses: Consolidated selling expenses increased to $4.1 million in 1Q2024 compared to $2.4 million in 1Q2023.

Geological & Geophysical Expenses: Consolidated G&G expenses increased slightly to $2.7 million in 1Q2024 compared to $2.5 million in 1Q2023.

Administrative Expenses: Consolidated G&A increased slightly to $10.0 million in 1Q2024 compared to $9.4 million in 1Q2023.

Adjusted EBITDA: Consolidated Adjusted EBITDA¹ decreased by 3% to $111.5 million in 1Q2024 (on a per boe basis, Adjusted EBITDA increased to $43.4 per boe in 1Q2024 from $38.6 per boe in 1Q2023).

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The table below shows production, volumes sold and the breakdown of the most significant components of Adjusted EBITDA for 1Q2024 and 1Q2023, on a per boe basis:

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).

Depreciation: Consolidated depreciation charges amounted to $28.7 million in 1Q2024, compared to $27.2 million in 1Q2023.

Write-off of unsuccessful exploration efforts: The consolidated write-off of unsuccessful exploration efforts was zero in 1Q2024, compared to $10.6 million in 1Q2023.

Other Income (Expenses): Consolidated Other income amounted to $0.6 million in 1Q2024, compared to $1.4 million expenses in 1Q2023.

CONSOLIDATED NON-OPERATING RESULTS AND PROFIT

Financial Expenses: Net financial expenses amounted to $9.1 million in 1Q2024, compared to $9.8 million in 1Q2023.

Foreign Exchange: Net foreign exchange gain amounted to $0.2 million in 1Q2024, compared to a $3.4 million loss in 1Q2023.

Income Tax: Income taxes totaled $44.9 million in 1Q2024, compared to $37.1 million in 1Q2023, mainly resulting from higher profits before income taxes.

Net Profit: Net profit amounted to $30.2 million in 1Q2024, compared to $26.3 million in 1Q2023.

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BALANCE SHEET

Cash and Cash Equivalents: Cash and cash equivalents totaled $150.7 million as of March 31, 2024, compared to $133.0 million as of December 31, 2023.

This net increase is explained by the following:

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Cash flows from operating activities of $87.6 million included income tax payments of $15.0 million².

Cash flows used in financing activities mainly included $13.8 million related to interest payments and $7.5 million related to cash dividend payments.

Financial Debt: Total financial debt net of issuance cost was $495.0 million, corresponding to the 2027 Notes. Short-term financial debt was $5.7 million as of March 31, 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 $8.1 million (included within “Change in working capital” line item of the Statement of Cash Flow).

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COMMODITY RISK MANAGEMENT CONTRACTS

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

(QUARTERLY INFORMATION UNAUDITED)

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SUMMARIZED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(QUARTERLY INFORMATION UNAUDITED)

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SUMMARIZED CONSOLIDATED STATEMENT OF CASH FLOW

(QUARTERLY INFORMATION UNAUDITED)

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RECONCILIATION OF ADJUSTED EBITDA TO PROFIT BEFORE INCOME TAX

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LAST TWELVE-MONTH RETURN ON AVERAGE CAPITAL EMPLOYED

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GLOSSARY