false 0001792849 0001792849 2024-03-06 2024-03-06 0001792849 hpk:CommonStockCustomMember 2024-03-06 2024-03-06 0001792849 hpk:WarrantCustomMember 2024-03-06 2024-03-06
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

 
 
FORM 8-K
 
 

 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): March 6, 2024
 
 
 

 
HighPeak Energy, Inc.
(Exact name of registrant as specified in its charter)
 
 

 
Delaware
333-235313
84-3533602
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
421 W. 3rd St., Suite 1000
Fort Worth, Texas 76102
(address of principal executive offices) (zip code)
     
(817) 850-9200
(Registrant’s telephone number, including area code)
 
 

 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock
 
HPK
 
The Nasdaq Stock Market LLC
Warrant
 
HPKEW
 
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 


 
 

 
 
Item 2.02   Results of Operations and Financial Condition.
 
On March 6, 2024, the Company issued a press release announcing its financial and operating results for the full year and fourth quarter ended December 31, 2023 and guidance for 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 2.02 by reference.
 
The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by reference.
 
Item 7.01   Regulation FD Disclosure.
 
The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)   Exhibits
 
Exhibit
No.
 
Description
     
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
SIGNATURES
 
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 hereunto duly authorized.
 
 
HIGHPEAK ENERGY, INC.
 
       
Date: March 6, 2024
     
 
By:
/s/ Steven W. Tholen
 
 
Name:
Steven W. Tholen
 
 
Title:
Chief Financial Officer
 
 
3
 

Exhibit 99.1

 

 

ex_635691img001.jpg

 

 

HighPeak Energy, Inc. Announces Fourth Quarter and Yearend 2023 Financial and Operating Results and Provides 2024 Guidance

 

Fort Worth, Texas, March 6, 2024 (GLOBE NEWSWIRE) - HighPeak Energy, Inc. (“HighPeak” or the “Company”) (NASDAQ: HPK) today announced financial and operating results for the quarter and the year ended December 31, 2023. In addition, HighPeak provided its 2024 guidance and capital budget, as approved by its Board of Directors.

 

 

Highlights

Fourth Quarter 2023

 

 

The Company surpassed the milestone of $1 billion in revenues in 2023 and generated free cash flow (a non-GAAP financial measure defined and reconciled below) of $33.7 million in the fourth quarter.

 

Sales volumes, consisting of 81% crude oil and 92% liquids, averaged 50.0 thousand barrels of crude oil equivalent per day (“MBoe/d”), representing a 34% increase over fourth quarter 2022. Volumes were approximately 3,300 Boe/d lower than expected due to weather and unscheduled midstream maintenance interruptions.

 

Net income and EBITDAX (a non-GAAP financial measure defined and reconciled below) were $95.0 million and $241.6 million, respectively.

 

The Company significantly increased its net acreage position to approximately 132,000 total net acres primarily through acquisitions in northern Flat Top, where production profiles in the Wolfcamp A and Lower Spraberry zones are expected to resemble its core Flat Top operating area.

 

Realized price averaged $65.53 per Boe, or 83% of the weighted average of NYMEX WTI crude oil prices, excluding the effects of derivatives.

 

Cash operating margin averaged $54.27 per Boe, or 83% of the average realized price per Boe, excluding the effects of derivatives.

 

On November 1st, the Company completed a $100 million super priority revolving credit facility with $75.0 million of initial commitments, which provides the Company with additional liquidity and flexibility. The facility matures in September 2026, simultaneous with the Company’s $1.2 billion term loan.

 

 

Recent Events

 

 

On February 5, 2024, the Company announced both a 60% increase to its quarterly dividend, from $.025 to $0.04 per common share outstanding, and a share repurchase authorization of up to $75.0 million of common stock.

 

 

HighPeak Chairman and CEO, Jack Hightower, said, “2023 was a transformational year for HighPeak and we are continuing to carry positive momentum into 2024. We were within the range on our annual production and budget guides while growing our production 86% year over year, which is a testament to the quality of our asset base and the caliber of our operations team.

 

In 2024, now that HighPeak is an established player in the Permian, our focus shifts to a steadfast commitment of maintaining capital discipline, generating free cash flow and returning value to shareholders. In addition, we have engaged Texas Capital Securities and Wells Fargo Securities to assist us in our pursuit of strategic alternatives. In a market landscape where oily, high-margin production and premier inventory are being pursued aggressively, we consider ourselves extremely fortunate to possess assets that meet these criteria.”

         

1

 

2024 Development Outlook

 

The Company expects to average two (2) drilling rigs and one (1) frac crew during 2024 under its current development plan, assuming commodity prices and capital costs continue to stay in their current ranges. Given the dynamic nature of the global economy and current geopolitical risks, the Company will remain flexible to increase or decrease its development activity as merited.

 

 

Production (Boe/d)         

 

Average production rate

43,000 – 47,000

 

Capex ($MM)

 

Net Operated Wells TIL

55 – 60
 

Capital Expenditures, D,C,E&F

$450 - $525
 

Capital Expenditures, Infrastructure

$50 - $60
 

Total Capital Expenditures

$500 - $585

 

Unit Measures ($/Boe)

 

Lease Operating Expenses

$7.50 - $8.50
 

General & Administrative

$1.00 - $1.20

 

 

Year End 2023 Proved Reserves

 

 

As of December 31, 2023, HighPeak Energy’s estimated proved reserves, prepared by Cawley, Gillespie & Associates, Inc., increased over 25% from December 31, 2022 to 154.2 MMBoe consisting of approximately 78% crude oil, 13% NGL and 9% natural gas.

 

Proved developed reserves increased 30% to 79.6 MMBoe compared with December 31, 2022 and comprised 52% of the Company’s total proved reserves.

 

The Company’s PV-10 was approximately $2.9 billion at year end 2023 based on pricing guidelines established by the Securities and Exchange Commission (“SEC”). 2023 SEC pricing was $78.22 per barrel of crude oil and $2.637 per MMBtu of natural gas, before adjustments for price differentials.

 

As of December 31, 2023, the average adjusted prices realized over the remaining lives of the Company’s assets were $78.13 per barrel of crude oil, $17.33 per barrel of NGL and $0.198 per Mcf of natural gas, respectively.

 

The Company’s 2023 reserve replacement ratio was 295%.

 

 

   

SEC PRICING

 
   

Crude Oil

(MBbl)

   

NGL

(MBbl)

   

Natural Gas

(MMcf)

   

Total

(Mboe)

   

PV-10

($M)

 

Proved developed producing

    54,033       11,649       50,782       74,146     $ 1,921  

Proved developed nonproducing

    4,598       534       1,889       5,447       141  

Total proved developed reserves

    58,631       12,183       52,671       79,593       2,061  

Proved undeveloped

    60,923       7,913       34,400       74,569       823  

Total proved reserves

    119,554       20,096       87,071       154,162     $ 2,884  

 

 

Fourth Quarter 2023 Operational Update

 

HighPeak’s sales volumes during the fourth quarter of 2023 averaged 50.0 Mboe/d, a 34% increase over fourth quarter of 2022. Fourth quarter sales volumes consisted of approximately 81% crude oil and 92% liquids. Full-year 2023 sales volumes averaged 45.6 thousand Boe/d, an 86% increase over 2022 sales volumes.

 

2

 

The Company averaged three drilling rigs and one and a half frac crews during the fourth quarter, drilled 18 gross (17.9 net) horizontal wells and completed 24 gross (23.8 net) operated producing wells. At December 31, 2023, the Company had 22 gross (22.0 net) operated horizontal wells in various stages of drilling and completion. In February 2024, the Company reduced its development drilling program to two drilling rigs and is currently running one frac crew and may add a second frac crew periodically throughout the year as needed.

 

HighPeak President, Michael Hollis, commented, “Our 2024 capital budget will be slightly front half weighted as we carried in a higher cadence of activity from 2023. Our infrastructure budget this year includes the expansion of our current system to reach wells drilled on newly acquired acreage. The infrastructure spend in future years is expected to trend downward to approximately half of this year’s budgeted amount.

 

This year, HighPeak Energy is laser-focused on our commitment to capital and operational efficiency. We are working diligently to reduce both operating and capital costs, resulting in even greater free cash flow generation which is essential for achieving our corporate objectives of funding our operations through cash flow, paying down debt, and returning value to our shareholders. As we move forward, we are committed to navigating this landscape with unwavering capital discipline.”

 

 

Fourth Quarter 2023 Financial Results

 

HighPeak reported net income of $95.0 million for the fourth quarter of 2023, or $0.66 per diluted share, and EBITDAX of $241.6 million, or $1.68 per diluted share. 

 

Fourth quarter average realized prices were $79.24 per barrel (“$/Bbl”) of crude oil, $19.93 per barrel of NGL and $1.51 per Mcf of natural gas, resulting in an overall realized price of $65.53 per Boe, or 83% of the weighted average of NYMEX crude oil prices, excluding the effects of derivatives. HighPeak’s cash costs for the third quarter were $12.27 per Boe, including lease operating expenses of $7.53 per Boe, workover expenses of $0.66 per Boe, production and ad valorem taxes of $3.06 per Boe and G&A expenses of $1.01 per Boe. The Company’s cash margin was $53.26 per Boe, or 81% of the overall realized price per Boe for the quarter, excluding the effects of derivatives.

 

HighPeak’s fourth quarter 2023 capital expenditures to drill, complete, equip, provide facilities and for infrastructure were $169.1 million. 

 

 

Hedging

 

As of December 31, 2023, HighPeak had the following outstanding crude oil derivative instruments and the weighted average crude oil prices and premiums payable per barrel:

 

                     

Swaps

   

Enhanced Collars & Deferred

Premium Puts

 

Settlement

Month

 

Settlement

Year

 

Type of

Contract

 

Bbls

Per

Day

 

Index

 

Price per

Bbl

   

Floor or

Strike

Price per

Bbl

   

Ceiling

Price per

Bbl

   

Deferred

Premium

Payable

per Bbl

 

Crude Oil:

                                                 

Jan - Mar

 

2024

 

Swap

    4,000  

WTI

  $ 84.00     $     $     $  

Jan - Mar

 

2024

 

Collar

    6,000  

WTI

  $     $ 80.00     $ 100.00     $ 3.50  

Jan - Mar

 

2024

 

Put

    20,000  

WTI

  $     $ 66.44     $     $ 5.00  

Apr - Jun

 

2024

 

Swap

    4,000  

WTI

  $ 84.00     $     $     $  

Apr - Jun

 

2024

 

Collar

    5,500  

WTI

  $     $ 69.73     $ 95.00     $ 0.61  

Apr - Jun

 

2024

 

Put

    14,000  

WTI

  $     $ 60.41     $     $ 5.00  

Jul - Sep

 

2024

 

Swap

    4,000  

WTI

  $ 84.00     $     $     $  

Jul - Sep

 

2024

 

Collar

    1,500  

WTI

  $     $ 69.00     $ 95.00     $ 0.85  

Jul - Sep

 

2024

 

Put

    14,000  

WTI

  $     $ 60.41     $     $ 5.00  

Oct - Dec

 

2024

 

Swap

    5,500  

WTI

  $ 76.37     $     $     $  

Oct - Dec

 

2024

 

Collar

    10,600  

WTI

  $     $ 65.68     $ 90.32     $ 1.85  

Oct - Dec

 

2024

 

Put

    2,000  

WTI

  $     $ 58.00     $     $ 5.00  

Jan - Mar

 

2025

 

Swap

    5,500  

WTI

  $ 76.37     $     $     $  

Jan - Mar

 

2025

 

Collar

    8,000  

WTI

  $     $ 65.00     $ 90.00     $ 2.12  

Jan - Mar

 

2025

 

Put

    2,000  

WTI

  $     $ 58.00     $     $ 5.00  

Apr - Jun

 

2025

 

Swap

    5,500  

WTI

  $ 76.37     $     $     $  

Apr - Jun

 

2025

 

Collar

    7,000  

WTI

  $     $ 65.00     $ 90.08     $ 2.28  

Apr - Jun

 

2025

 

Put

    2,000  

WTI

  $     $ 58.00     $     $ 5.00  

Jul - Sep

 

2025

 

Swap

    3,000  

WTI

  $ 75.85     $     $     $  

Jul - Sep

 

2025

 

Collar

    7,000  

WTI

  $     $ 65.00     $ 90.08     $ 2.28  

Jul - Sep

 

2025

 

Put

    2,000  

WTI

  $     $ 58.00     $     $ 5.00  

 

3

 

The Company’s crude oil derivative contracts detailed above are based on reported settlement prices on the New York Mercantile Exchange for West Texas Intermediate pricing.

 

Subsequent to yearend, the Company entered into fixed price basis swaps for the spread between the Cushing crude oil price and the Midland WTI crude oil price. The weighted average differential represents the amount of premium to the Cushing, Oklahoma crude oil price for the notional volumes covered by the basis swap contracts as shown below.

 

                     

Swaps

 

Settlement

Month

 

Settlement Year

 

Type of

Contract

 

Bbls Per

Day

 

Index

 

Weighted Average

Differential per

Bbl

 

Crude Oil:

                         

Jan - Mar

 

2024

 

Basis Swap

    16,484  

Argus WTI Midland

  $ 1.12  

Apr - Jun

 

2024

 

Basis Swap

    25,000  

Argus WTI Midland

  $ 1.12  

Jul - Sep

 

2024

 

Basis Swap

    25,000  

Argus WTI Midland

  $ 1.12  

Oct - Dec

 

2024

 

Basis Swap

    25,000  

Argus WTI Midland

  $ 1.12  

 

 

Dividends

 

During the fourth quarter of 2023, HighPeak’s Board of Directors approved a quarterly dividend of $0.025 per share, or $3.2 million in dividends paid to stockholders during the quarter. In addition, in February 2024, the Company’s Board of Directors declared a quarterly dividend of $0.04 per share, or approximately $5.1 million in dividends, to be paid on March 25, 2024 to stockholders of record on March 1, 2024.

 

 

Conference Call

 

HighPeak will host a conference call and webcast on Thursday, March 7, 2024, at 10:00 a.m. Central Time for investors and analysts to discuss its results for the fourth quarter of 2023 and its 2024 operating plan. Conference call participants may register for the call here. Access to the live audio-only webcast and replay of the earnings release conference call may be found here. A live broadcast of the earnings conference call will also be available on the HighPeak Energy website at www.highpeakenergy.com under the “Investors” section of the website. A replay will also be available on the website following the call.

 

When available, a copy of the Company’s earnings release, investor presentation and Annual Report on Form 10-K may be found on its website at www.highpeakenergy.com.

 

 

Conference Participation

HighPeak Energy will participate in-person in the upcoming 36th Annual Roth Conference to be held from March 17-19, 2024. The Company will use its March 2024 investor presentation for this event. The Company’s March investor presentation will be posted to its website before market open on Thursday, March 7, 2024.

 

4

 

About HighPeak Energy, Inc.

 

HighPeak Energy, Inc. is a publicly traded independent crude oil and natural gas company, headquartered in Fort Worth, Texas, focused on the acquisition, development, exploration and exploitation of unconventional crude oil and natural gas reserves in the Midland Basin in West Texas. For more information, please visit our website at www.highpeakenergy.com.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this press release contains forward-looking statements that involve risks and uncertainties. When used in this document, the words “believes,” “plans,” “expects,” “anticipates,” “forecasts,” “intends,” “continue,” “may,” “will,” “could,” “should,” “future,” “potential,” “estimate” or the negative of such terms and similar expressions as they relate to HighPeak Energy, Inc. (“HighPeak Energy,” the “Company” or the “Successor”) are intended to identify forward-looking statements, which are generally not historical in nature. The forward-looking statements are based on the Company's current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. Although the Company believes that the expectations and assumptions reflected in the forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond the Company's control. For example, the Company’s review of strategic alternatives may not result in a sale of the Company, a recommendation that a transaction occur or result in a completed transaction, and any transaction that occurs may not increase shareholder value, in each case as a result of such risks and uncertainties.

 

These risks and uncertainties include, among other things, the results of the strategic review being undertaken by the Company’s Board and the interest of prospective counterparties, the Company’s ability to realize the results contemplated by its 2024 guidance, volatility of commodity prices, product supply and demand, the impact of a widespread outbreak of an illness, such as the coronavirus disease pandemic, on global and U.S. economic activity, competition, the ability to obtain environmental and other permits and the timing thereof, other government regulation or action, the ability to obtain approvals from third parties and negotiate agreements with third parties on mutually acceptable terms, litigation, the costs and results of drilling and operations, availability of equipment, services, resources and personnel required to perform the Company's drilling and operating activities, access to and availability of transportation, processing, fractionation, refining and storage facilities, HighPeak Energy's ability to replace reserves, implement its business plans or complete its development activities as scheduled, access to and cost of capital, the financial strength of counterparties to any credit facility and derivative contracts entered into by HighPeak Energy, if any, and purchasers of HighPeak Energy's oil, natural gas liquids and natural gas production, uncertainties about estimates of reserves, identification of drilling locations and the ability to add proved reserves in the future, the assumptions underlying forecasts, including forecasts of production, expenses, cash flow from sales of oil and gas and tax rates, quality of technical data, environmental and weather risks, including the possible impacts of climate change, cybersecurity risks and acts of war or terrorism. These and other risks are described in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and other filings with the SEC. The Company undertakes no duty to publicly update these statements except as required by law.

 

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. Reserves estimates included herein may not be indicative of the level of reserves or PV-10 value of oil and natural gas production in the future, as they are based on 2023 SEC prices which are different than current commodity prices. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could impact HighPeak’s strategy and change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil and natural gas that are ultimately recovered.

 

5

 

Use of Projections

 

The financial, operational, industry and market projections, estimates and targets in this press release and in the Company’s guidance (including production, operating expenses and capital expenditures in future periods) are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial, operational, industry and market projections, estimates and targets, including assumptions, risks and uncertainties described in “Cautionary Note Regarding Forward-Looking Statements” above. These projections are speculative by their nature and, accordingly, are subject to significant risk of not being actually realized by the Company. Projected results of the Company for 2024 are particularly speculative and subject to change. Actual results may vary materially from the current projections, including for reasons beyond the Company’s control. The projections are based on current expectations and available information as of the date of this release. The Company undertakes no duty to publicly update these projections except as required by law.

 

 

Drilling Locations

 

The Company has estimated its drilling locations based on well spacing assumptions and upon the evaluation of its drilling results and those of other operators in its area, combined with its interpretation of available geologic and engineering data. The drilling locations actually drilled on the Company’s properties will depend on the availability of capital, regulatory approvals, commodity prices, costs, actual drilling results and other factors. Any drilling activities conducted on these identified locations may not be successful and may not result in additional proved reserves. Further, to the extent the drilling locations are associated with acreage that expires, the Company would lose its right to develop the related locations.

 

6

 

HighPeak Energy, Inc.

Unaudited Condensed Consolidated Balance Sheet Data

(In thousands)

 

   

December 31,

 
   

2023

   

2022

 

Current assets:

               

Cash and cash equivalents

  $ 194,515     $ 30,504  

Accounts receivable

    94,589       96,596  

Derivative instruments

    31,480       17  

Inventory

    7,254       13,275  

Prepaid expenses

    995       4,133  

Total current assets

    328,833       144,525  

Crude oil and natural gas properties, using the successful efforts method of accounting:

               

Proved properties

    3,338,107       2,270,236  

Unproved properties

    72,715       114,665  

Accumulated depletion, depreciation and amortization

    (684,179 )     (259,962 )

Total crude oil and natural gas properties, net

    2,726,643       2,124,939  

Other property and equipment, net

    3,572       3,587  

Derivative instruments

    16,059        

Other noncurrent assets

    5,684       6,431  

Total assets

  $ 3,080,791     $ 2,279,482  
                 

Current liabilities:

               

Current portion of long-term debt, net

  $ 120,000     $  

Accounts payable – trade

    63,583       105,565  

Accrued capital expenditures

    39,231       91,842  

Revenues and royalties payable

    29,724       15,623  

Other accrued liabilities

    19,613       15,600  

Derivative instruments

    13,054       16,702  

Accrued interest

    1,398       13,152  

Operating leases

    528       343  

Advances from joint interest owners

    262       7,302  

Total current liabilities

    287,393       266,129  

Noncurrent liabilities:

               

Long-term debt, net

    1,030,299       704,349  

Deferred income taxes

    197,068       131,164  

Asset retirement obligations

    13,245       7,502  

Derivative instruments

    65       691  

Commitments and contingencies

               
                 

Stockholders’ equity

               

Common stock

    13       11  

Additional paid-in capital

    1,189,424       1,008,896  

Retained earnings

    363,284       160,740  

Total stockholders’ equity

    1,552,721       1,169,647  

Total liabilities and stockholders equity

  $ 3,080,791     $ 2,279,482  

 

7

 

 

HighPeak Energy, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except per share data)

 

 

    Three Months Ended December 31,     Year Ended December 31,  
    2023     2022     2023     2022  

Operating revenues:

                               

Crude oil sales

  $ 296,140     $ 248,164     $ 1,086,598     $ 715,469  

NGL and natural gas sales

    5,013       9,751       24,695       40,217  

Total operating revenues

    301,153       257,915       1,111,293       755,686  

Operating costs and expenses:

                               

Crude oil and natural gas production

    37,666       23,851       145,362       69,599  

Production and ad valorem taxes

    14,077       12,607       58,472       38,440  

Exploration and abandonments

    862       466       5,234       1,149  

Depletion, depreciation and amortization

    132,862       83,211       424,424       177,742  

Accretion of discount

    162       125       522       370  

General and administrative

    4,646       6,637       16,598       12,470  

Stock-based compensation

    3,862       4,142       25,957       33,352  

Total operating costs and expenses

    194,137       131,039       676,569       333,122  

Other expense

    220             8,262        

Income from operations

    106,796       126,876       426,462       422,564  

Interest and other income

    1,985       13       2,908       266  

Interest expense

    (44,623 )     (21,468 )     (147,901 )     (50,610 )

Gain (loss) on derivative instruments, net

    58,500       (17,518 )     27,602       (60,005 )

Loss on extinguishment of debt

                (27,300 )      

Income before income taxes

    122,658       87,903       281,771       312,215  

Income tax expense

    27,654       20,004       65,905       75,361  

Net income

  $ 95,004     $ 67,899     $ 215,866     $ 236,854  
                                 

Earnings per share:

                               

Basic net income

  $ 0.68     $ 0.56     $ 1.64     $ 2.04  

Diluted net income

  $ 0.66     $ 0.53     $ 1.58     $ 1.93  
                                 

Weighted average shares outstanding:

                               

Basic

    126,242       111,042       117,956       104,738  

Diluted

    130,579       117,249       123,020       111,164  
                                 

Dividends declared per share

  $ 0.025     $ 0.025     $ 0.10     $ 0.10  

 

8

 

 

HighPeak Energy, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

   

Year Ended December 31,

 
   

2023

   

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 215,866     $ 236,854  

Adjustments to reconcile net income to net cash provided by operations:

               

Provision for deferred income taxes

    65,905       75,361  

Loss on extinguishment of debt

    27,300        

(Gain) loss on derivative instruments

    (27,602 )     60,005  

Cash paid on settlement of derivative instruments

    (24,194 )     (58,096 )

Amortization of debt issuance costs

    11,411       5,635  

Amortization of discounts on long-term debt

    15,140       7,735  

Stock-based compensation expense

    25,957       33,352  

Accretion expense

    522       370  

Depletion, depreciation and amortization

    424,424       177,742  

Exploration and abandonment expense

    4,242       146  

Changes in operating assets and liabilities:

               

Accounts receivable

    2,007       (57,218 )

Prepaid expenses, inventory and other assets

    6,923       (11,959 )

Accounts payable, accrued liabilities and other current liabilities

    8,488       34,087  

Net cash provided by operating activities

    756,389       504,014  

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Additions to crude oil and natural gas properties

    (1,009,855 )     (1,046,739 )

Changes in working capital associated with crude oil and natural gas property additions

    (100,802 )     128,938  

Acquisitions of crude oil and natural gas properties

    (15,085 )     (262,363 )

Other property additions

    (193 )     (2,244 )

Net cash used in investing activities

    (1,125,935 )     (1,182,408 )

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Borrowings under Term Loan Credit Agreement, net of discount

    1,170,000        

Borrowings under Prior Credit Agreement

    255,000       925,000  

Proceeds from issuance of 10.000% Senior Notes, net of discount

          440,179  

Repayments under Prior Credit Agreement

    (525,000 )     (755,000 )

Repayments of 10.000% Senior Notes and 10.625% Senior Notes

    (475,000 )      

Premium on extinguishment of debt

    (4,457 )      

Proceeds from issuance of common stock

    155,768       85,000  

Proceeds from exercises of warrants

    4,028       7,805  

Proceeds from exercises of stock options

    148       120  

Debt issuance costs

    (28,444 )     (17,128 )

Stock offering costs

    (5,371 )     (339 )

Dividends paid

    (11,864 )     (10,412 )

Dividend equivalents paid

    (1,251 )     (1,196 )

Net cash provided by financing activities

    533,557       674,029  

Net increase (decrease) in cash and cash equivalents

    164,011       (4,365 )

Cash and cash equivalents, beginning of period

    30,504       34,869  

Cash and cash equivalents, end of period

  $ 194,515     $ 30,504  

 

9

 

 

HighPeak Energy, Inc.

 Unaudited Summary Operating Highlights

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Average Daily Sales Volumes:

                               

Crude oil (Bbls)

    40,624       31,860       38,041       20,718  

NGLs (Bbls)

    5,262       3,302       4,239       2,249  

Natural gas (Mcf)

    24,395       13,112       19,777       9,105  

Total (Boe)

    49,952       37,348       45,577       24,485  
                                 

Average Realized Prices (excluding effects of derivatives):

                               

Crude oil per Bbl

  $ 79.24     $ 84.67     $ 78.26     $ 94.61  

NGL per Bbl

  $ 19.93     $ 26.19     $ 21.51     $ 35.67  

Natural gas per Mcf

  $ 1.51     $ 3.41     $ 1.56     $ 5.36  

Total per Boe

  $ 65.53     $ 75.06     $ 66.80     $ 84.56  
                                 

Margin Data ($ per Boe):

                               

Average price

  $ 65.53     $ 75.06     $ 66.80     $ 84.56  

Lease operating expenses

    (7.53 )     (6.86 )     (8.04 )     (7.49 )

Expense workovers

    (0.66 )     (0.08 )     (0.70 )     (0.30 )

Production and ad valorem taxes

    (3.06 )     (3.67 )     (3.51 )     (4.30 )
    $ 54.27     $ 64.45     $ 54.55     $ 72.47  

 

 

HighPeak Energy, Inc.

 Unaudited Earnings Per Share Details

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Net income as reported

  $ 95,004     $ 67,899     $ 215,866     $ 236,854  

Participating basic earnings

    (9,103 )     (6,130 )     (21,890 )     (22,991 )

Basic earnings attributable to common shareholders

    85,901       61,769       193,976       213,863  

Reallocation of participating earnings

    133       103       334       401  

Diluted net income attributable to common shareholders

  $ 86,034     $ 61,872     $ 194,310     $ 214,264  
                                 

Basic weighted average shares outstanding

    126,242       111,042       117,956       104,738  

Dilutive warrants and unvested stock options

    2,178       4,085       2,905       4,304  

Dilutive unvested restricted stock

    2,159       2,122       2,159       2,122  

Diluted weighted average shares outstanding

    130,579       117,249       123,020       111,164  
                                 

Net income per share attributable to common shareholders:

                               

Basic

  $ 0.68     $ 0.56     $ 1.64     $ 2.04  

Diluted

  $ 0.66     $ 0.53     $ 1.58     $ 1.93  

 

10

 

 

HighPeak Energy, Inc.

Unaudited Reconciliation of Net Income to EBITDAX, Discretionary Cash Flow and Net Cash Provided by Operations

(in thousands)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Net income

  $ 95,004     $ 67,899     $ 215,866     $ 236,854  

Interest expense

    44,623       21,468       147,901       50,610  

Interest and other income

    (1,985 )     (13 )     (2,908 )     (266 )

Income tax expense

    27,654       20,004       65,905       75,361  

Depletion, depreciation and amortization

    132,862       83,211       424,424       177,742  

Accretion of discount

    162       125       522       370  

Exploration and abandonment expense

    862       466       5,234       1,149  

Stock based compensation

    3,862       4,142       25,957       33,352  

Derivative related noncash activity

    (61,662 )     23,565       (51,796 )     1,909  

Loss on extinguishment of debt

                27,300        

Other expense

    220             8,262        

EBITDAX

    241,602       220,867       866,667       577,081  

Cash interest expense

    (40,084 )     (15,968 )     (121,350 )     (37,240 )

Other (a)

    1,398       (441 )     (6,346 )     (737 )

Discretionary cash flow

    202,916       204,458       738,971       539,104  

Changes in operating assets and liabilities

    31,731       (3,250 )     17,418       (35,090 )

Net cash provided by operating activities

  $ 234,647     $ 201,208     $ 756,389     $ 504,014  

 

(a) includes interest and other income net of other expense and operating portion of exploration and abandonment expenses.

 

 

HighPeak Energy, Inc.

 Unaudited Cash Margin Reconciliation

 (in thousands, except per Boe data)

 

   

Three Months Ended December 31,

   

Year Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 

Crude oil, NGL and natural gas sales revenue

  $ 301,153     $ 257,915     $ 1,111,293     $ 755,686  

Less: Lease operating expenses

    (34,627 )     (23,573 )     (133,737 )     (66,933 )

Less: Workover expenses

    (3,039 )     (278 )     (11,625 )     (2,666 )

Less: Production and ad valorem taxes

    (14,077 )     (12,607 )     (58,472 )     (38,440 )

Cash Operating Margin

    249,410       221,457       907,459       647,647  

Less: General and administrative expenses

    (4,646 )     (6,637 )     (16,598 )     (12,470 )

Cash Margin

  $ 244,764     $ 214,820     $ 890,861     $ 635,177  

Divide by: Sales volumes (MBoe)

    4,595.6       3,436.0       16,635.5       8,936.9  

Cash Operating Margin per Boe, excluding effects of derivatives

  $ 54.27     $ 64.45     $ 54.55     $ 72.47  

Cash Margin per Boe, excluding effects of derivatives

  $ 53.26     $ 62.52     $ 53.55     $ 71.07  

 

11

 

 

HighPeak Energy, Inc.

 Unaudited Free Cash Flow Reconciliation

 (in thousands)

 

   

Three Months

Ended December 31,

2023

 

Net cash provided by operating activities

  $ 234,647  

Changes in operating assets and liabilities

    (31,731 )

Capital expenditures paid, excluding acquisitions

    (169,192 )

Free cash flow

  $ 33,724  

 

 

HighPeak Energy, Inc.

 

Unaudited Reconciliation of PV-10 to Standardized Measure

 

(in thousands)

 

 

As of December 31, 2023

 

Total Proved

 

Present value of estimated future cash flows (PV-10)

  $ 2,884,067  

Present value of future income taxes and certain abandonment costs

    (276,363 )

Standardized measure

  $ 2,607,704  

 

 

HighPeak Energy, Inc.

Unaudited Reserve Replacement Computations

 

   

MBoe

 

Proved Reserves on December 31, 2022

    122,958  

Extensions, discoveries and revisions

    49,055  

Purchase of reserves-in-place

    171  

Sales of reserves-in-place

    (1,387 )

Production

    (16,635 )

Proved Reserves on December 31, 2023

    154,162  
         

Reserve Replacement:

       

With the drill bit

    295 %

With the drill bit and acquisitions

    296 %

 

 

 

Investor Contact:

 

Ryan Hightower

Vice President, Business Development

817.850.9204

rhightower@highpeakenergy.com

 

Source: HighPeak Energy, Inc.

 

12
v3.24.0.1
Document And Entity Information
Mar. 06, 2024
Document Information [Line Items]  
Entity, Registrant Name HighPeak Energy, Inc.
Document, Type 8-K
Document, Period End Date Mar. 06, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 333-235313
Entity, Tax Identification Number 84-3533602
Entity, Address, Address Line One 421 W. 3rd St., Suite 1000
Entity, Address, City or Town Fort Worth
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 76102
City Area Code 817
Local Phone Number 850-9200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001792849
CommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol HPK
Security Exchange Name NASDAQ
Warrant Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrant
Trading Symbol HPKEW
Security Exchange Name NASDAQ

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