10-Q 1 hpe20220930_10q.htm FORM 10-Q hpe20220930_10q.htm
0001792849 false --12-31 2022 Q3 12,000 965,588 0 0 0 0 0 0 0 0 8 3 2 4 3 10.625 0 0 0 0 0 1 0 0 0 0 0 1 0 2 1 0 3 7 40 5 0 0 0 0 0 0 0 0 0 0 0 00017928492022-01-012022-09-30 00017928492022-11-10 xbrli:shares thunderdome:item iso4217:USD 0001792849hpk:The10625SeniorNotesMemberus-gaap:SubsequentEventMember2022-11-012022-11-30 xbrli:pure 0001792849hpk:The10625SeniorNotesMemberus-gaap:SubsequentEventMember2022-11-14 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMemberus-gaap:SubsequentEventMember2022-10-31 0001792849srt:ScenarioForecastMember2022-11-30 0001792849srt:ScenarioForecastMember2022-11-03 0001792849srt:ScenarioForecastMember2022-11-012022-11-03 0001792849srt:ScenarioForecastMember2022-11-232022-11-23 iso4217:USDxbrli:shares 0001792849hpk:QuarterlyDividendMemberus-gaap:SubsequentEventMember2022-10-012022-10-31 00017928492022-09-30 00017928492021-12-31 0001792849srt:ScenarioForecastMember2023-11-30 0001792849hpk:DividendEquivalentMember2022-02-28 0001792849hpk:DividendEquivalentMember2022-02-012022-02-28 00017928492022-02-252022-02-25 0001792849hpk:QuarterlyDividendMember2022-01-012022-01-31 0001792849hpk:DividendEquivalentMember2022-05-31 0001792849hpk:DividendEquivalentMember2022-05-012022-05-31 00017928492022-05-252022-05-25 0001792849hpk:QuarterlyDividendMember2022-04-012022-04-30 0001792849hpk:DividendEquivalentMember2022-08-31 0001792849hpk:DividendEquivalentMember2022-08-012022-08-31 0001792849hpk:QuarterlyDividendMember2022-08-252022-08-25 0001792849hpk:QuarterlyDividendMember2022-07-012022-07-31 00017928492022-09-02 00017928492022-09-022022-09-02 0001792849us-gaap:ShareBasedPaymentArrangementEmployeeMember2022-06-012022-06-01 0001792849us-gaap:ShareBasedPaymentArrangementNonemployeeMember2022-06-012022-06-01 00017928492022-06-272022-06-27 00017928492022-06-212022-06-21 0001792849hpk:FlatTopOperatingAreaMember2022-03-252022-03-25 00017928492021-01-012021-09-30 00017928492021-07-012021-09-30 00017928492022-07-012022-09-30 0001792849us-gaap:StateAndLocalJurisdictionMemberhpk:TexasMarginTaxMember2021-12-31 0001792849us-gaap:StateAndLocalJurisdictionMemberhpk:TexasMarginTaxMember2022-09-30 0001792849srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-01-012022-09-30 0001792849srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-09-30 0001792849us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberhpk:LionOilTradingAndTransportationLlcMember2021-01-012021-09-30 0001792849us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberhpk:LionOilTradingAndTransportationLlcMember2022-01-012022-09-30 0001792849hpk:PilotExplorationIncMember2022-05-31 0001792849hpk:WaterTreatmentServicesMember2022-01-012022-09-30 0001792849hpk:SandCommitmentsMember2022-09-30 0001792849hpk:TxuEnergyRetailCompanyLlcMember2022-09-30 0001792849hpk:OncorMember2021-06-30 utr:acre 0001792849stpr:TX2021-06-30 0001792849hpk:CrudeOilDeliveryCommitmentsMember2022-09-30 utr:bbl 0001792849hpk:CrudeOilDeliveryCommitmentsMember2022-01-012022-09-30 utr:Y 0001792849us-gaap:OtherLiabilitiesMember2022-09-30 0001792849us-gaap:OtherNoncurrentLiabilitiesMember2021-12-31 0001792849us-gaap:OtherCurrentLiabilitiesMember2021-12-31 0001792849us-gaap:OtherLiabilitiesMember2021-12-31 0001792849us-gaap:OtherNoncurrentAssetsMember2021-12-31 0001792849us-gaap:OtherNoncurrentAssetsMember2022-09-30 0001792849hpk:June12021Memberus-gaap:RestrictedStockMemberhpk:OutsideDirectorsMember2022-01-012022-09-30 0001792849us-gaap:RestrictedStockMemberhpk:OutsideDirectorsMember2021-06-012021-06-01 0001792849hpk:June12022Memberus-gaap:RestrictedStockMemberhpk:OutsideDirectorsMember2022-09-30 0001792849hpk:June12022Memberus-gaap:RestrictedStockMemberhpk:OutsideDirectorsMember2022-01-012022-09-30 0001792849us-gaap:RestrictedStockMemberhpk:OutsideDirectorsMember2022-06-012022-06-01 0001792849us-gaap:RestrictedStockMember2022-09-30 0001792849hpk:ContractualEquitybasedBonusMember2022-01-012022-09-30 0001792849hpk:ContractualEquitybasedBonusMember2021-11-04 0001792849us-gaap:RestrictedStockMember2022-01-012022-09-30 0001792849us-gaap:RestrictedStockMember2021-11-042021-11-04 0001792849us-gaap:RestrictedStockMember2021-11-04 00017928492021-01-012021-12-31 00017928492020-12-31 00017928492020-01-012020-12-31 0001792849us-gaap:EmployeeStockOptionMember2022-01-012022-09-30 0001792849us-gaap:EmployeeStockOptionMember2021-12-31 0001792849us-gaap:EmployeeStockOptionMember2022-09-30 0001792849us-gaap:EmployeeStockOptionMember2021-01-012021-09-30 0001792849hpk:The2020LongtermIncentivePlanMember2022-09-30 0001792849hpk:The401kPlanMember2021-01-012021-09-30 0001792849hpk:The401kPlanMember2022-01-012022-09-30 utr:M 0001792849hpk:SeniorUnsecuredNotesDue2024Member2022-02-28 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2022-02-28 0001792849hpk:SeniorUnsecuredNotesDue2024Member2022-02-012022-02-28 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2022-09-30 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2022-01-012022-09-30 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2022-02-012022-02-28 0001792849us-gaap:LetterOfCreditMemberhpk:FifthThirdBankNationalAssociationMemberhpk:LondonInterbankOfferedRateLIBORApplicableMarginMember2022-02-012022-02-28 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMemberus-gaap:FederalFundsEffectiveSwapRateMember2020-12-012020-12-31 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2021-12-31 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMembersrt:MaximumMember2022-09-30 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMemberus-gaap:SubsequentEventMember2022-10-14 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2022-06-30 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMembersrt:MaximumMember2022-06-30 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2021-10-31 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2021-06-30 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2020-12-31 0001792849us-gaap:RevolvingCreditFacilityMemberhpk:FifthThirdBankNationalAssociationMember2020-12-012020-12-31 0001792849hpk:SeniorUnsecuredNotesDue2024Member2021-12-31 0001792849hpk:SeniorUnsecuredNotesDue2024Member2022-09-30 0001792849us-gaap:RevolvingCreditFacilityMember2021-12-31 0001792849us-gaap:RevolvingCreditFacilityMember2022-09-30 0001792849us-gaap:CommodityContractMember2022-09-30 0001792849hpk:FifthThirdBankNationalAssociationMemberus-gaap:CommodityContractMember2022-09-30 0001792849hpk:CitizensBankNationalAssociationMemberus-gaap:CommodityContractMember2022-09-30 0001792849hpk:BankOfAmericaNationalAssociationMemberus-gaap:CommodityContractMember2022-09-30 0001792849hpk:NaturalGasDerivativeSwap2022Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:NaturalGasDerivativeSwapQ42022Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:NaturalGasDerivativeSwapQ32022Memberus-gaap:NondesignatedMember2022-09-30 utr:MMBTU 0001792849hpk:NaturalGasDerivativeSwap2022Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:NaturalGasDerivativeSwapQ42022Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:NaturalGasDerivativeSwapQ32022Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ22023Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ12023Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:CrudeOilDerivativeSwap2022Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ42022Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ32022Memberus-gaap:NondesignatedMember2022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ22023Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ12023Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:CrudeOilDerivativeSwap2022Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ42022Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849hpk:CrudeOilDerivativeSwapQ32022Memberus-gaap:NondesignatedMember2022-01-012022-09-30 0001792849us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-31 0001792849us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-31 0001792849us-gaap:EstimateOfFairValueFairValueDisclosureMember2022-09-30 0001792849us-gaap:CarryingReportedAmountFairValueDisclosureMember2022-09-30 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMember2021-12-31 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel3Member2021-12-31 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-31 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-31 0001792849us-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849us-gaap:CommodityContractMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2022-09-30 0001792849hpk:FlatTopOperatingAreaMember2022-01-012022-09-30 0001792849hpk:FlatTopOperatingAreaMember2022-09-30 0001792849hpk:CrudeOilNaturalGasAndNaturalGasLiquidsMember2021-12-31 0001792849hpk:CrudeOilNaturalGasAndNaturalGasLiquidsMember2022-09-30 0001792849srt:MaximumMember2022-01-012022-09-30 0001792849srt:MinimumMember2022-01-012022-09-30 0001792849hpk:SeniorUnsecuredNotesDue2024Member2021-01-012021-09-30 0001792849hpk:SeniorUnsecuredNotesDue2024Member2022-01-012022-09-30 0001792849hpk:SeniorUnsecuredNotesAndRevolvingCreditFacilityMember2021-01-012021-09-30 0001792849hpk:SeniorUnsecuredNotesAndRevolvingCreditFacilityMember2022-01-012022-09-30 0001792849hpk:SeniorUnsecuredNotesAndRevolvingCreditFacilityMember2022-09-30 0001792849hpk:AidinconstructionReceivablesMemberhpk:WTGGasProcessingLpMember2021-12-31 0001792849hpk:AidinconstructionReceivablesMemberhpk:WTGGasProcessingLpMember2022-09-30 0001792849us-gaap:TechnologyEquipmentMember2022-01-012022-09-30 0001792849hpk:FieldEquipmentMember2022-01-012022-09-30 0001792849us-gaap:BuildingMember2022-01-012022-09-30 0001792849us-gaap:TransportationEquipmentMember2022-01-012022-09-30 0001792849us-gaap:TechnologyEquipmentMember2021-12-31 0001792849us-gaap:TechnologyEquipmentMember2022-09-30 0001792849hpk:FieldEquipmentMember2021-12-31 0001792849hpk:FieldEquipmentMember2022-09-30 0001792849us-gaap:LeaseholdImprovementsMember2021-12-31 0001792849us-gaap:LeaseholdImprovementsMember2022-09-30 0001792849us-gaap:BuildingMember2021-12-31 0001792849us-gaap:BuildingMember2022-09-30 0001792849us-gaap:TransportationEquipmentMember2021-12-31 0001792849us-gaap:TransportationEquipmentMember2022-09-30 0001792849us-gaap:LandMember2021-12-31 0001792849us-gaap:LandMember2022-09-30 0001792849us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberhpk:LargestPurchaserMember2021-01-012021-09-30 0001792849us-gaap:SalesRevenueNetMemberus-gaap:CustomerConcentrationRiskMemberhpk:LargestPurchaserMember2022-01-012022-09-30 0001792849hpk:SettlementsOfDerivativeContractsMember2021-12-31 0001792849hpk:SettlementsOfDerivativeContractsMember2022-09-30 0001792849hpk:ElectricPowerInfrastructureMember2022-09-30 00017928492021-09-30 0001792849us-gaap:RetainedEarningsMember2021-09-30 0001792849us-gaap:AdditionalPaidInCapitalMember2021-09-30 0001792849us-gaap:CommonStockMember2021-09-30 0001792849us-gaap:RetainedEarningsMember2021-07-012021-09-30 0001792849us-gaap:AdditionalPaidInCapitalMember2021-07-012021-09-30 0001792849us-gaap:CommonStockMemberhpk:OutsideDirectorsMember2021-07-012021-09-30 0001792849us-gaap:CommonStockMember2021-07-012021-09-30 00017928492021-06-30 0001792849us-gaap:RetainedEarningsMember2021-06-30 0001792849us-gaap:AdditionalPaidInCapitalMember2021-06-30 0001792849us-gaap:CommonStockMember2021-06-30 00017928492021-04-012021-06-30 0001792849us-gaap:RetainedEarningsMember2021-04-012021-06-30 0001792849us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-30 0001792849us-gaap:CommonStockMember2021-04-012021-06-30 0001792849hpk:OutsideDirectorsMember2021-04-012021-06-30 0001792849us-gaap:RetainedEarningsMemberhpk:OutsideDirectorsMember2021-04-012021-06-30 0001792849us-gaap:AdditionalPaidInCapitalMemberhpk:OutsideDirectorsMember2021-04-012021-06-30 0001792849us-gaap:CommonStockMemberhpk:OutsideDirectorsMember2021-04-012021-06-30 00017928492021-03-31 0001792849us-gaap:RetainedEarningsMember2021-03-31 0001792849us-gaap:AdditionalPaidInCapitalMember2021-03-31 0001792849us-gaap:CommonStockMember2021-03-31 00017928492021-01-012021-03-31 0001792849us-gaap:RetainedEarningsMember2021-01-012021-03-31 0001792849us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-31 0001792849us-gaap:CommonStockMember2021-01-012021-03-31 0001792849us-gaap:RetainedEarningsMember2020-12-31 0001792849us-gaap:AdditionalPaidInCapitalMember2020-12-31 0001792849us-gaap:CommonStockMember2020-12-31 0001792849us-gaap:RetainedEarningsMember2022-09-30 0001792849us-gaap:AdditionalPaidInCapitalMember2022-09-30 0001792849us-gaap:CommonStockMember2022-09-30 0001792849us-gaap:RetainedEarningsMember2022-07-012022-09-30 0001792849us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-30 0001792849us-gaap:CommonStockMember2022-07-012022-09-30 00017928492022-06-30 0001792849us-gaap:RetainedEarningsMember2022-06-30 0001792849us-gaap:AdditionalPaidInCapitalMember2022-06-30 0001792849us-gaap:CommonStockMember2022-06-30 00017928492022-04-012022-06-30 0001792849us-gaap:RetainedEarningsMember2022-04-012022-06-30 0001792849us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-30 0001792849us-gaap:CommonStockMember2022-04-012022-06-30 0001792849hpk:EmployeeDirectorsMember2022-04-012022-06-30 0001792849us-gaap:RetainedEarningsMemberhpk:EmployeeDirectorsMember2022-04-012022-06-30 0001792849us-gaap:AdditionalPaidInCapitalMemberhpk:EmployeeDirectorsMember2022-04-012022-06-30 0001792849us-gaap:CommonStockMemberhpk:EmployeeDirectorsMember2022-04-012022-06-30 0001792849hpk:OutsideDirectorsMember2022-04-012022-06-30 0001792849us-gaap:RetainedEarningsMemberhpk:OutsideDirectorsMember2022-04-012022-06-30 0001792849us-gaap:AdditionalPaidInCapitalMemberhpk:OutsideDirectorsMember2022-04-012022-06-30 0001792849us-gaap:CommonStockMemberhpk:OutsideDirectorsMember2022-04-012022-06-30 00017928492022-03-31 0001792849us-gaap:RetainedEarningsMember2022-03-31 0001792849us-gaap:AdditionalPaidInCapitalMember2022-03-31 0001792849us-gaap:CommonStockMember2022-03-31 00017928492022-01-012022-03-31 0001792849us-gaap:RetainedEarningsMember2022-01-012022-03-31 0001792849us-gaap:AdditionalPaidInCapitalMember2022-01-012022-03-31 0001792849us-gaap:CommonStockMember2022-01-012022-03-31 0001792849us-gaap:RetainedEarningsMember2021-12-31 0001792849us-gaap:AdditionalPaidInCapitalMember2021-12-31 0001792849us-gaap:CommonStockMember2021-12-31 0001792849hpk:NaturalGasAndNGLSalesMember2021-01-012021-09-30 0001792849hpk:NaturalGasAndNGLSalesMember2022-01-012022-09-30 0001792849hpk:NaturalGasAndNGLSalesMember2021-07-012021-09-30 0001792849hpk:NaturalGasAndNGLSalesMember2022-07-012022-09-30 0001792849hpk:CrudeOilSalesMember2021-01-012021-09-30 0001792849hpk:CrudeOilSalesMember2022-01-012022-09-30 0001792849hpk:CrudeOilSalesMember2021-07-012021-09-30 0001792849hpk:CrudeOilSalesMember2022-07-012022-09-30 0001792849us-gaap:CommonStockMember2022-01-012022-09-30 0001792849us-gaap:WarrantMember2022-01-012022-09-30
 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

Commission File Number: 001-39464

 


 

HighPeak Energy, Inc.

 
 

(Exact name of Registrant as specified in its

charter)

 

 


 

Delaware

84-3533602

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer Identification

No.)

   

421 W. 3rd St., Suite 1000

76102

Fort Worth, Texas

(Zip Code)

(Address of principal executive offices and zip code)

 

 

(817) 850-9200

(Registrant's telephone number, including area code)

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which

registered

         

Common Stock, par value $0.0001 per share

 

HPK

 

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

 

HPKEW

 

The Nasdaq Stock Market LLC

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes☒     No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes☒     No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

   

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.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      No

 

As of November 10, 2022, there were 113,162,827 shares of common stock, par value $0.0001 per share, issued and outstanding.

 

 

 

 

 

HIGHPEAK ENERGY, INC.

TABLE OF CONTENTS

 

   

Page

Definitions of Certain Terms and Conventions Used Herein

1

Cautionary Statement Concerning Forward-Looking Statements

4

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

5

 

Condensed Consolidated Balance Sheets

5

 

Condensed Consolidated Statements of Operations

6

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity

7

 

Condensed Consolidated Statements of Cash Flows

8

 

Notes to Condensed Consolidated Financial Statements

9

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

Item 4.

Controls and Procedures

32

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

32

Item 1A.

Risk Factors

32

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32

Item 6.

Exhibits

33

Signatures

 

35

 

 

 

 

 

HIGHPEAK ENERGY, INC.

 

Definitions of Certain Terms and Conventions Used Herein

 

Within this Quarterly Report on Form 10-Q (this “Quarterly Report”), the following terms and conventions have specific meanings:

 

 

“3-D seismic” means three-dimensional seismic data which is geophysical data that depicts the subsurface strata in three dimensions. 3-D seismic data typically provides a more detailed and accurate interpretation of the subsurface strata than two-dimensional data.

 

“Alamo Acquisitions” means the recently completed acquisitions of certain crude oil and natural gas properties in Howard and Borden Counties, Texas, collectively, from (i) Alamo Borden County II, LLCD (“Alamo II”), Alamo Borden County III, LLC (“Alamo III”) and Alamo Borden County IV, LLC (“Alamo IV”) pursuant to that certain Purchase and Sale Agreement dated February 15, 2022 by and among HighPeak Energy, HighPeak Energy Assets, LLC (together with HighPeak Energy, the “HighPeak Parties”), Alamo II, Alamo III, and Alamo IV and (ii) Alamo Borden County 1, LLC (“Alamo I”) pursuant to that certain Purchase and Sale Agreement dated June 3, 2022 by and among the HighPeak Parties and Alamo I.

 

“ASU” means Accounting Standards Update.

 

“Basin” means a large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

 

“Bbl” means a standard barrel containing 42 United States gallons.

   

“Bcf” means one billion cubic feet.

 

"Boe" means a barrel of crude oil equivalent and is a standard convention used to express crude oil and natural gas volumes on a comparable crude oil equivalent basis. Natural gas equivalents are determined under the relative energy content method by using the ratio of six thousand cubic feet of natural gas to one Bbl of crude oil or NGL.

 

“Boepd” means Boe per day.

 

“Bopd” means one barrel of crude oil per day.

 

“Btu” means British thermal unit, which is a measure of the amount of energy required to raise the temperature of one pound of water one degree Fahrenheit.

 

“common stock” or “HighPeak Energy common stock” means the Company’s common stock, par value $0.0001 per share.

 

“Completion” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil and natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

 

“Credit Agreement” means the Company’s Credit Agreement, dated as of December 17, 2020, as amended from time to time, among HighPeak Energy, Inc., as Borrower, Wells Fargo Bank, National Association, as administrative agent, and the Lenders party thereto.

 

“DD&A” means depletion, depreciation and amortization.

 

“Development costs” Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the crude oil and natural gas. For a complete definition of development costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(7).

 

“Development project” A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

 

“Development well” A well drilled within the proved area of a crude oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

 

“Differential” An adjustment to the price of crude oil, NGL or natural gas from an established spot market price to reflect differences in the quality and/or location of crude oil, NGL or natural gas.

 

“Dry hole” or “dry well” A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

 

“Economically producible” The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation.

 

“EUR” or “Estimated ultimate recovery” The sum of reserves remaining as of a given date and cumulative production as of that date.

 

“Exploratory well” An exploratory well is a well drilled to find a new field, to find a new reservoir in a field previously found to be productive of crude oil or natural gas in another reservoir or to extend the limits of an existing reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well or a stratigraphic test well as those items are defined by the SEC.

 

“FASB” Financial Accounting Standards Board.

 

“Field” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

 

“Fifth Amendment” means the Fifth Amendment to Credit Agreement, dated as of October 14, 2022, by and among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as the existing administrative agent, Wells Fargo Bank, National Association, as the new administrative agent, the guarantors party thereto and the lenders party thereto.

 

“First Amendment” means the First Amendment to Credit Agreement, dated as of June 23, 2021, among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as administrative agent, and the Guarantors and Lenders party thereto.

 

“Formation” A layer of rock which has distinct characteristics that differs from nearby rocks.

 

“Fourth Amendment” means the Fourth Amendment to Credit Agreement, dated as of June 27, 2022, among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as administrative agent, and the Guarantors and Lenders party thereto.

 

“GAAP” means accounting principles generally accepted in the United States of America.

 

“Gross wells” means the total wells in which a working interest is owned.

 

“Held by production” Acreage covered by a mineral lease that perpetuates a company’s right to operate a property as long as the property produces a minimum paying quantity of crude oil or natural gas.

 

 

1

 

 

 

“HH” means Henry Hub, a distribution hub in Louisiana that serves as the delivery location for natural gas futures contracts on the NYMEX.

 

“Hannathon Acquisition” means the recently completed acquisition of various crude oil and natural gas properties contiguous to the Company’s Signal Peak operating area in Howard County, Texas pursuant to that certain Purchase and Sale Agreement dated as of April 26, 2022, with Hannathon Petroleum, LLC and certain other third-party private sellers set forth therein.

 

“HighPeak Energy” or the “Company” means HighPeak Energy, Inc. and its subsidiaries.

 

“Horizontal drilling” A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.

 

“Hydraulic fracturing” is the technique of stimulating the production of hydrocarbons from tight formations. The Company routinely utilizes hydraulic fracturing techniques in its drilling and completion programs. The process involves the injection of water, sand, and chemicals under pressure into the formation to fracture the surrounding rock and stimulate production.

 

“Lease operating expenses” The expenses of lifting crude oil or natural gas from a producing formation to the surface, constituting part of the current operating expenses of a working interest including labor, superintendence, supplies, repairs, short-lived assets, maintenance, allocated overhead costs, workover, marketing and transportation costs, insurance and other expenses incidental to production, but excluding lease acquisition or drilling or completion expenses.

 

“MBbl” means one thousand Bbls.

 

“MBoe” means one thousand Boes.

 

“Mcf” means one thousand cubic feet and is a measure of natural gas volume.

 

“MMBbl” means one million Bbls.

 

“MMBtu” means one million Btus.

 

“MMcf” means one million cubic feet and is a measure of natural gas volume.

 

“Net acres” The percentage of total acres an owner has out of a particular number of gross acres or a specified tract. As an example. an owner who has 50% interest in 100 gross acres owns 50 net acres.

 

“Net production” Production that is owned by us, less royalties and production due others.

 

“NGL” means natural gas liquids, which are the heavier hydrocarbon liquids that are separated from the natural gas stream; such liquids include ethane, propane, isobutane, normal butane and gasoline.

 

“NYMEX” means the New York Mercantile Exchange.

 

“OPEC” means the Organization of Petroleum Exporting Countries.

 

“Operator” The individual or company responsible for the exploration and/or production of a crude oil or natural gas well or lease.

 

“Plugging” A downhole tool that is set inside the casing to isolate the lower part of the wellbore.

 

“Pooling” The bringing together of small tracts or fractional mineral interests in one or more tracts to form a drilling and production unit for a well under applicable spacing rules.

 

“Production costs” Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. For a complete definition of production costs, refer to the SEC’s Regulation S-X, Rule 4-10(a)(20).

 

“Productive well” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

 

“Proration unit” A unit that can be effectively and efficiently drained by one well, as allocated by a governmental agency having regulatory jurisdiction.

 

“Prospect” A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.

 

“Proved developed nonproducing reserves” or “PDNP” means proved reserves that are developed nonproducing reserves.

 

“Proved developed producing reserves” or “PDP” means proved reserves that are developed producing reserves.

 

“Proved developed reserves” means proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods and can be expected to be recovered through extraction technology installed and operational at the time of the reserve estimate and can be subdivided into PDP and PDNP reserves.

 

“Proved reserves” Those quantities of crude oil and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

   

 

   

(i)  The area of the reservoir considered as proved includes: (A) The area identified by drilling and limited by fluid contacts, if any, and (B) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible crude oil or natural gas on the basis of available geoscience and engineering data.

(ii)  In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons as seen in a well penetration unless geoscience, engineering or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii)  Where direct observation from well penetrations has defined a highest known crude oil elevation and the potential exists for an associated natural gas cap, proved crude oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv)  Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v)  Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

 

2

 

 

 

“Proved undeveloped reserves” or “PUD” means proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as being PUDs only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five (5) years, unless specific circumstances justify a longer time.

 

“PV-10” When used with respect to crude oil and natural gas reserves, PV-10 means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development and abandonment costs, using prices and costs in effect at the determination date, before income taxes, and without giving effect to non-property related expenses, discounted to a present value using an annual discount rate of 10%. PV-10 is not a financial measure calculated in accordance with GAAP and generally differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. Neither PV-10 nor standardized measure represents an estimate of the fair market value of our crude oil and natural gas properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities.

 

“Realized price” The cash market price less all expected quality, transportation and demand adjustments.

 

“Recompletion” The process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.

 

“Reserves” Reserves are estimated remaining quantities of crude oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering crude oil and natural gas or related substances to market, and all permits and financing required to implement the project.

 

“Reservoir” A porous and permeable underground formation containing a natural accumulation of producible crude oil and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

 

“Resources” Quantities of crude oil and natural gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered unrecoverable. Resources include both discovered and undiscovered accumulations.

 

“Revolving Credit Facility” means the Company’s senior secured reserve-based lending facility which matures June 17, 2024.

 

“Royalty” An interest in a crude oil and natural gas lease that gives the owner the right to receive a portion of the production from the leased acreage (or of the proceeds from the sale thereof) but does not require the owner to pay any portion of the production or development costs on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

 

“SEC” means the United States Securities and Exchange Commission.

 

“Second Amendment” means the Second Amendment to Credit Agreement, dated as of October 1, 2021, among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as administrative agent, and the Guarantors and Lenders party thereto.

 

“Service well” A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include natural gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

  “Sixth Amendment” means the Sixth Amendment to Credit Agreement, dated as of October 31, 2022, by and among HighPeak Energy, Inc., as Borrower, Wells Fargo Bank, National Association, as administrative agent, the Guarantors party thereto and the Lenders party thereto.
 

“Spacing” The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 100-acre spacing, the distance between horizontal wellbores, e.g., 880-foot spacing or the number of wells per section, e.g., 6-well spacing. It is often established by regulatory agencies and/or the operator to optimize recovery of hydrocarbons.

 

“Spot market price” The cash market price without reduction for expected quality, transportation and demand adjustments.

 

“Standardized measure” The present value (discounted at an annual rate of 10 percent) of estimated future net revenues to be generated from the production of proved reserves net of estimated income taxes associated with such net revenues, as determined in accordance with FASB guidelines as well as the rules and regulations of the SEC, without giving effect to non-property related expenses such as indirect general and administrative expenses, and debt service or to DD&A. Standardized measure does not give effect to derivative transactions.

 

“Stratigraphic test well” A drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as “exploratory type” if not drilled in a known area or “development type” if drilled in a known area.

 

“Third Amendment” means the Third Amendment to Credit Agreement, dated as of February 9, 2022, among HighPeak Energy, Inc., as Borrower, Fifth Third Bank, National Association, as administrative agent, and the Lenders party thereto.

 

“Undeveloped acreage” Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of crude oil and natural gas regardless of whether such acreage contains proved reserves.

 

“Unit” The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

 

“U.S.” means the United States.

 

“Warrants” means warrants to purchase one share of HighPeak Energy common stock at a price of $11.50 per share.

 

“Wellbore” The hole drilled by the bit that is equipped for crude oil and natural gas production on a completed well. Also called well or borehole.

 

“Working interest” The right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.

 

“Workover” Operations on a producing well to restore or increase production.

 

“WTI” means West Texas Intermediate, a light sweet blend of crude oil produced from fields in western Texas and is a grade of crude oil used as a benchmark in crude oil pricing.

 

With respect to information on the working interest in wells and acreage, “net” wells and acres are determined by multiplying “gross” wells and acres by the Company’s working interest in such wells or acres. Unless otherwise specified, wells and acreage statistics quoted herein represent gross wells or acres.

 

All currency amounts are expressed in U.S. dollars.

 

The terms “development costs,” “development project,” “development well,” “economically producible,” “estimated ultimate recovery,” “exploratory well,” “production costs,” “reserves,” “reservoir,” “resources,” “service wells” and “stratigraphic test well” are defined by the SEC. Except as noted, the terms defined in this section are not the same as SEC definitions.

 

3

 

 

Cautionary Statement Concerning Forward-Looking Statements

 

This Quarterly Report on Form 10-Q (this “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this Report, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected revenues, projected costs, and plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “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 the Company 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. In addition, the Company may be subject to currently unforeseen risks that may have a materially adverse effect on it. Accordingly, no assurances can be given that the actual events and results will not be materially different from the anticipated results described in the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no duty to publicly update these statements except as required by law. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the Company’s assumptions about:

 

 

 

the market prices of crude oil, NGL, natural gas and other products or services;

 

political instability or armed conflict in crude oil or natural gas producing regions, such as the ongoing war between Russia and Ukraine;

 

the supply and demand for crude oil, NGL, natural gas and other products or services;

 

the integration of acquisitions, including the Alamo Acquisitions and the Hannathon Acquisition;

 

the availability of capital resources;

 

production and reserve levels;

 

drilling risks;

 

the length, scope and severity of the ongoing coronavirus disease (“COVID-19”) pandemic, including the effects of related public health concerns and the impact of continued actions taken by governmental authorities and other third parties in response to the pandemic and its impact on commodity prices, supply and demand considerations, and storage capacity;

 

economic and competitive conditions;

 

capital expenditures and other contractual obligations, including obligations under the senior notes issued during 2022;

 

weather conditions;

 

inflation rates and the impacts of associated monetary policy responses, including increased interest rates and resulting pressures on economic growth;

 

the availability of goods and services and supply chain issues;

 

legislative, regulatory or policy changes;

 

cyber-attacks;

 

occurrence of property acquisitions or divestitures;

 

the securities or capital markets and related risks such as general credit, liquidity, market and interest-rate risks; and

 

other factors disclosed under “Part I, Items 1 and 2. Business and Properties,” “Part I, Item 1A. Risk Factors,” “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk,” included in the Company’s Annual Report on Form 10-K filed on March 7, 2022 (“Annual Report”), as supplemented by our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022 and this Quarterly Report under “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk,” and elsewhere in this Quarterly Report.

 

All subsequent written and oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements. Except as required by law, the Company assumes no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations or otherwise.

 

Additionally, we caution you that reserve engineering is a process of estimating underground accumulations of crude oil, NGL and natural gas 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. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of crude oil, NGL and natural gas that are ultimately recovered.

 

4

 
 

 

PART I. FINANCIAL INFORMATION

 

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

HighPeak Energy, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

 

   

September 30,

2022

(Unaudited)

   

December 31,

2021

 
ASSETS                
Current Assets:                

Cash and cash equivalents

  $ 34,348     $ 34,869  

Accounts receivable

    83,201       39,378  

Derivatives

    17,261       2,199  

Inventory

    8,181       3,304  

Prepaid expenses

    5,686       7,154  

Deposits

          50  

Total current assets

    148,677       86,954  
Crude oil and natural gas properties, using the successful efforts method of accounting:                

Proved properties

    1,903,134       699,701  

Unproved properties

    157,046       108,392  

Accumulated depletion, depreciation and amortization

    (176,799

)

    (82,478

)

Total crude oil and natural gas properties, net

    1,883,381       725,615  

Other property and equipment, net

    3,548       1,600  

Other noncurrent assets

    6,656       4,791  

Total assets

  $ 2,042,262     $ 818,960  
LIABILITIES AND STOCKHOLDERS' EQUITY                
Current liabilities:                

Accounts payable - trade

  $ 124,021     $ 38,144  

Accrued liabilities

    101,302       32,230  

Revenues and royalties payable

    12,806       7,502  

Derivatives

    11,071       13,591  

Advances from joint interest owners

    7,560       10,841  

Other current liabilities

    3,590       692  

Total current liabilities

    260,350       103,000  
Noncurrent liabilities:                

Long-term debt, net

    561,756       97,929  

Deferred income taxes

    111,159       55,802  

Asset retirement obligations

    8,252       4,260  

Derivatives

          4,075  

Other

          831  
Commitments and contingencies (Note 10)                
Stockholders' equity:                

Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2022 and December 31, 2021

           

Common stock, $0.0001 par value, 600,000,000 shares authorized, 113,162,827 and 96,774,185 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

    11       10  

Additional paid-in capital

    1,004,778       617,489  

Retained earnings (accumulated deficit)

    95,956       (64,436

)

Total stockholders' equity

    1,100,745       553,063  

Total liabilities and stockholders' equity

  $ 2,042,262     $ 818,960  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 
 

 

HighPeak Energy, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

 

   

Three Months Ended

September 30,

   

Nine Months Ended

September 30,

 
   

2022

   

2021

   

2022

   

2021

 
Operating Revenues:                                

Crude oil sales

  $ 189,441     $ 44,785     $ 467,305     $ 116,640  

NGL and natural gas sales

    14,673       2,687       30,466       4,819  

Total operating revenues

    204,114       47,472       497,771       121,459  
Operating Costs and Expenses:                                

Crude oil and natural gas production

    19,707       6,710       45,748       13,629  

Production and ad valorem taxes

    10,526       1,783       25,833       5,990  

Exploration and abandonments

    290       488       683       1,142  

Depletion, depreciation and amortization

    42,624       13,917       94,531       43,737  

Accretion of discount

    125       44       245       116  

General and administrative

    1,877       1,666       5,833       5,042  

Stock-based compensation

    10,655       905       29,210       2,894  

Total operating costs and expenses

    85,804       25,513       202,083       72,550  

Income from operations

    118,310       21,959       295,688       48,909  

Interest and other income

    1             253       1  

Interest expense

    (14,608

)

    (947

)

    (29,142

)

    (1,153

)

Derivative gain (loss), net

    35,798       (10,820

)

    (42,487

)

    (24,416

)

Other expense

                      (127

)

Income before income taxes

    139,501       10,192       224,312       23,214  

Income tax expense

    31,597       2,145       55,357       4,680  

Net income

  $ 107,904     $ 8,047     $ 168,955     $ 18,534  
Earnings per share:                                

Basic net income

  $ 0.90     $ 0.07     $ 1.48     $ 0.18  

Diluted net income

  $ 0.85     $ 0.08     $ 1.40     $ 0.18  
                                 
Weighted average shares outstanding:                                

Basic

    108,681       92,676       102,614       92,648  

Diluted

    115,118       92,678       109,144       92,715  
                                 

Dividends declared per share

  $ 0.025     $ 0.125     $ 0.075     $ 0.125  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

6

 
 

 

HighPeak Energy, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(in thousands)

(Unaudited)

Three and Nine Months Ended September 30, 2022

                         
   

Shares

Outstanding

   

Common

Stock

   

Additional

Paid-in-

Capital

   

Retained

Earnings

(Accumulated

Deficit)

   

Total

Stockholders'

Equity

 

Balance, December 31, 2021

    96,774     $ 10     $ 617,489     $ (64,436

)

  $ 553,063  

Dividends declared ($0.025 per share)

                      (2,434

)

    (2,434

)

Dividend equivalents declared on outstanding stock options ($0.025 per share)

                      (250

)

    (250

)

Stock issued for acquisition

    6,960             156,599             156,599  

Stock issuance costs

                (55

)

          (55

)

Exercise of warrants

    69             779             779  
Stock-based compensation costs:                                        

Shares issued upon options being exercised

    8             75             75  

Compensation costs included in net loss

                2,614             2,614  

Net loss

                      (16,510

)

    (16,510

)

Balance, March 31, 2022

    103,811       10       777,501       (83,630

)

    693,881  

Dividends declared ($0.025 per share)

                      (2,630

)

    (2,630

)

Dividend equivalents declared on outstanding stock options ($0.025 per share)

                      (249

)

    (249

)

Stock issued for acquisitions

    3,894       1       108,382             108,383  

Stock issuance costs

                (3

)

          (3

)

Exercise of warrants

    897             6,971             6,971  
Stock-based compensation costs:                                        

Shares issued upon options being exercised

    4             45             45  

Restricted shares issued to outside directors

    21                          

Restricted shares issued to employees

    600                          

Compensation costs included in net income

                16,429             16,429  

Net income

                      77,561       77,561  

Balance, June 30, 2022

    109,227       11       909,325       (8,948

)

    900,388  

Dividends declared ($0.025 per share)

                      (2,730

)

    (2,730

)

Dividend equivalents declared on outstanding stock options ($0.025 per share)

                      (270

)

    (270

)

Stock issued in private placement

    3,933             85,000             85,000  

Stock issuance costs

                (232

)

          (232

)

Exercise of warrants

    3             30             30  
Stock-based compensation costs:                                        

Shares issued upon options being exercised

                             

Compensation costs included in net income

                10,655             10,655  

Net income

                      107,904       107,904  

Balance, September 30, 2022

    113,163     $ 11     $ 1,004,778     $ 95,956     $ 1,100,745  

 

Three and Nine Months Ended September 30, 2021

                         
   

Shares

Outstanding

   

Common

Stock

   

Additional

Paid-in-

Capital

   

 

Accumulated

Deficit

   

Total

Stockholders

Equity

 

Balance, December 31, 2020

    91,968     $ 9     $ 581,426     $ (107,209

)

  $ 474,226  

Exercise of warrants

    554             5,466             5,466  

Stock-based compensation costs:

                                       

Shares issued upon options being exercised

    154             1,574             1,574  

Compensation costs included in net income

                966             966  

Net income

                      4,744       4,744  

Balance, March 31, 2021

    92,676       9       589,432       (102,465

)

    486,976  
Stock-based compensation costs:                                        

Restricted shares issued to outside directors

    53                          

Compensation costs included in net income

                1,023             1,023  

Net income

                      5,743       5,743  

Balance, June 30, 2021

    92,729       9       590,455       (96,722

)

    493,742  

Dividends declared ($0.125 per share)

                        (11,593

)

    (11,593

)

Dividend equivalents declared on outstanding stock options ($0.125 per share)

                        (1,193

)

    (1,193

)

Stock-based compensation costs:

                                       

Restricted shares issued to outside directors

    15                          

Compensation costs included in net income

                905             905  

Net income

                      8,047       8,047  

Balance, September 30, 2021

    92,744     $ 9     $ 591,360     $ (101,461

)

  $ 489,908  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

7

 
 

 

HighPeak Energy, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

 

   

Nine Months Ended September 30,

 
   

2022

   

2021

 
CASH FLOWS FROM OPERATING ACTIVITIES:                

Net income

  $ 168,955     $ 18,534  
Adjustments to reconcile net income to net cash provided by operations:                

Exploration and abandonment expense

    134       698  

Depletion, depreciation and amortization expense

    94,531       43,737  

Accretion expense

    245       116  

Stock-based compensation expense

    29,210       2,894  

Amortization of debt issuance costs

    3,261       259  

Amortization of original issue discount on senior notes

    4,609        

Derivative-related activity

    (21,656

)

    19,402  

Deferred income taxes

    55,357       4,680  
Changes in operating assets and liabilities:                

Accounts receivable

    (43,822

)

    (16,168

)

Prepaid expenses, inventory and other assets

    (7,148

)

    (7,816

)

Accounts payable, accrued liabilities and other current liabilities

    19,130       21,401  

Net cash provided by operating activities

    302,806       87,737  
CASH FLOWS FROM INVESTING ACTIVITIES:                

Additions to crude oil and natural gas properties

    (725,107

)

    (154,599

)

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

    142,299       15,995  

Acquisitions of crude oil and natural gas properties

    (258,385

)

    (53,276

)

Proceeds from sales of properties

          3,234  

Other property additions

    (2,158

)

    (453

)

Net cash used in investing activities

    (843,351

)

    (189,099

)

CASH FLOWS FROM FINANCING ACTIVITIES:                

Borrowings under revolving credit facility

    450,000       95,000  
Repayments under revolving credit facility     (195,000 )      

Proceeds from issuance of senior unsecured notes, net of discount

    210,179        

Proceeds from issuance of common stock in private placement

    85,000        

Debt issuance costs

    (9,221

)

    (1,757

)

Proceeds from exercises of warrants

    7,780       5,466  

Proceeds from subscription receivable from exercises of warrants

          3,596  

Proceeds from exercises of stock options

    120       1,574  

Dividends paid

    (7,636

)

    (9,274

)

Dividend equivalents paid

    (908

)

    (829

)

Stock issuance costs

    (290

)

     

Net cash provided by financing activities

    540,024       93,776  

Net decrease in cash and cash equivalents

    (521

)

    (7,586

)

Cash and cash equivalents, beginning of period

    34,869       19,552  

Cash and cash equivalents, end of period

  $ 34,348     $ 11,966  
                 
Supplemental cash flow information:                

Interest paid

  $ 18,318     $ 752  

Income taxes paid

  $

 

  $  
Supplemental disclosure of non-cash transactions:                

Stock issued for acquisition

  $ 264,982     $  

Additions to asset retirement obligations

  $ 3,748     $ 1,841  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

8

 

 

HIGHPEAK ENERGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

 

NOTE 1. Organization and Nature of Operations

 

HighPeak Energy, Inc. ("HighPeak Energy" or the "Company,") is a Delaware corporation, formed in October 2019. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for further information regarding the formation of the Company.

 

HighPeak Energy’s common stock and warrants are listed and traded on the Nasdaq Global Market (the "Nasdaq") under the ticker symbols “HPK” and “HPKEW,” respectively. The Company is an independent crude oil and natural gas exploration and production company that explores for, develops and produces crude oil, NGL and natural gas in the Permian Basin in West Texas, more specifically, the Midland Basin primarily in Howard and Borden Counties. Our acreage is composed of two core areas, Flat Top primarily in the northern portion of Howard County extending into southern Borden County and Signal Peak in the southern portion of Howard County.

 

 

 

NOTE 2. Basis of Presentation and Summary of Significant Accounting Policies

 

Presentation. In the opinion of management, the unaudited interim condensed consolidated financial statements of the Company as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 include all adjustments and accruals, consisting only of normal, recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods in conformity with generally accepted accounting principles in the United States ("GAAP"). The operating results for the three and nine months ended September 30, 2022 are not indicative of results for a full year.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the United States Securities and Exchange Commission (the "SEC"). These unaudited interim condensed consolidated financial statements should be read together with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

 

Principles of consolidation. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries since their acquisition or formation. All material intercompany balances and transactions have been eliminated. Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation.

 

Use of estimates in the preparation of financial statements. Preparation of the Company's consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Depletion of crude oil and natural gas properties and evaluations for impairment of proved and unproved crude oil and natural gas properties, in part, is determined using estimates of proved, probable and possible crude oil, NGL and natural gas reserves. There are numerous uncertainties inherent in the estimation of quantities of proved, probable and possible reserves and in the projection of future rates of production and the timing of development expenditures. Similarly, evaluations for impairment of proved crude oil and natural gas properties are subject to numerous uncertainties including, among others, estimates of future recoverable reserves, commodity price outlooks and future undiscounted and discounted net cash flows. In addition, evaluations for impairment of unproved crude oil and natural gas properties on a project-by-project basis are also subject to numerous uncertainties including, among others, estimates of future recoverable reserves, results of exploration activities, commodity price outlooks, planned future sales or expirations of all or a portion of such projects. Other items subject to such estimates and assumptions include, but are not limited to, the carrying value of crude oil and natural gas properties, asset retirement obligations, equity-based compensation, fair value of derivatives and estimates of income taxes. Actual results could differ from the estimates and assumptions utilized.

 

Cash and cash equivalents. The Company’s cash and cash equivalents include depository accounts held by banks with original issuance maturities of 90 days or less. The Company’s cash and cash equivalents are generally held in financial institutions in amounts that may exceed the insurance limits of the Federal Deposit Insurance Corporation. However, management believes that the Company’s counterparty risks are minimal based on the reputation and history of the institutions selected.

 

9

 

Accounts receivable. As of September 30, 2022 and December 31, 2021, the Company’s accounts receivables primarily consist of amounts due from the sale of crude oil, NGL and natural gas of $70.4 million and $29.0 million, respectively, and are based on estimates of sales volumes and realized prices the Company anticipates it will receive, $3.4 million and zero, respectively, of receivables related to electric power infrastructure installed throughout Flat Top by the Company that it will be reimbursed for, current U.S. federal income tax receivables of $3.2 million and $3.2 million, respectively, joint interest receivables of $3.3 million and $3.1 million, respectively, receivables related to settlements of derivative contracts of $2.9 million and $771,000, respectively, and receivables related to refunds from pipe suppliers of zero and $3.3 million, respectively. The Company’s share of crude oil, NGL and natural gas production is sold to various purchasers who must be prequalified under the Company’s credit risk policies and procedures. The Company’s credit risk related to collecting accounts receivables is mitigated by using credit and other financial criteria to evaluate the credit standing of the entity obligated to make payment on the accounts receivable, and where appropriate, the Company obtains assurances of payment, such as a guarantee by the parent company of the counterparty or other credit support. The Company routinely reviews outstanding balances and establishes allowances for bad debts equal to the estimable portions of accounts receivable for which failure to collect is considered probable. As of September 30, 2022 and December 31, 2021, the Company had no allowance for doubtful accounts.

 

Concentration of credit risk. The Company is subject to credit risk resulting from the concentration of its crude oil and natural gas receivables with significant purchasers. For the nine months ended September 30, 2022 and 2021, sales to the Company’s largest purchaser accounted for approximately 88% and 94%, respectively, of the Company’s total crude oil, NGL and natural gas sales revenues. The Company generally does not require collateral and does not believe the loss of this particular purchaser would materially impact its operating results, as crude oil and natural gas are fungible products with well-established markets and numerous purchasers in various regions.

 

Prepaid expenses. Prepaid expenses are comprised primarily of tubulars and proppant that the Company has prepaid the suppliers to guarantee their availability when needed for our current drilling program, prepaid drilling and completion costs on wells being drilled and completed by third party operators where we own a non-operated working interest, prepaid caliche that will be used on future locations and roads in our development areas, prepaid insurance costs, software maintenance costs and listing fees that will be amortized over the life of the policies and prepaid software maintenance fees that will be amortized over the life of the contracts. Prepaid expenses as of September 30, 2022 and December 31, 2021 is $5.7 million and $7.2 million, respectively.

 

10

 

 

Inventory. Inventory is comprised primarily of crude oil and natural gas drilling or repair items such as tubing, casing, pumps, vessels, operating supplies and ordinary maintenance materials and parts. The materials and supplies inventory are primarily acquired for use in future drilling or repair operations and is carried at the lower of cost or net realizable value, on a weighted average cost basis. Valuation allowances for materials and supplies inventories are recorded as reductions to the carrying values of the materials and supplies inventories in the Company’s consolidated balance sheet and as charges to other expense in the consolidated statements of operations. The Company’s materials and supplies inventory as of September 30, 2022 and December 31, 2021 is $8.2 million and $3.3 million, respectively, and the Company has not recognized any valuation allowance to date.

 

Crude oil and natural gas properties. The Company utilizes the successful efforts method of accounting for its crude oil and natural gas properties. Under this method, all costs associated with productive wells and nonproductive development wells are capitalized while nonproductive exploration costs and geological and geophysical expenditures are expensed.

 

The Company does not carry the costs of drilling an exploratory well as an asset in its consolidated balance sheet following the completion of drilling unless both of the following conditions are met: (i) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (ii) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project.

 

Due to the capital-intensive nature and the geographical location of certain projects, it may take an extended period of time to evaluate the future potential of an exploration project and the economics associated with making a determination on its commercial viability. In these instances, the project’s feasibility is not contingent upon price improvements or advances in technology, but rather the Company’s ongoing efforts and expenditures related to accurately predict the hydrocarbon recoverability based on well information, gaining access to other companies’ production data in the area, transportation or processing facilities and/or getting partner approval to drill additional appraisal wells. These activities are ongoing and are being pursued constantly. Consequently, the Company’s assessment of suspended exploratory well costs is continuous until a decision can be made that the project has found sufficient proved reserves to sanction the project or is noncommercial and is charged to exploration and abandonment expense. See Note 6 for additional information.

 

The capitalized costs of proved properties are depleted using the unit-of-production method based on proved reserves for leasehold costs and proved developed reserves for drilling, completion and other crude oil and natural gas property costs. Costs of unproved leasehold costs are excluded from depletion until proved reserves are established or, if unsuccessful, impairment is determined.

 

Proceeds from the sales of individual properties are credited to proved or unproved crude oil and natural gas properties, as the case may be, if doing so does not materially impact the depletion rate of an amortization base. Generally, no gain or loss is recorded until an entire amortization base is sold. However, gain or loss is recorded from the sale of less than an entire amortization base if the disposition is significant enough to materially impact the depletion rate of the remaining properties in the amortization base.

 

The Company performs assessments of its long-lived assets to be held and used, including proved crude oil and natural gas properties accounted for under the successful efforts method of accounting, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected future cash flows is less than the carrying amount of the assets. In these circumstances, the Company recognizes an impairment charge for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

 

Unproved crude oil and natural gas properties are periodically assessed for impairment on a project-by-project basis. These impairment assessments are affected by the estimates of future recoverable reserves, results of exploration activities, commodity price outlooks, planned future sales or expirations of all or a portion of such projects. If the estimated future net cash flows attributable to such projects are not expected to be sufficient to fully recover the costs invested in each project, the Company will recognize an impairment charge at that time.

 

Other property and equipment, net. Other property and equipment are recorded at cost. The carrying values of other property and equipment, net of accumulated depreciation of $649,000 and $438,000 as of September 30, 2022 and December 31, 2021, respectively, are as follows (in thousands):

 

   

September 30,

2022

   

December 31,

2021

 

Land

  $ 2,139     $ 1,122  

Transportation equipment

    645       202  

Buildings

    547        

Leasehold improvements

    210       143  

Field equipment

    7       8  

Information technology

          125  

Total other property and equipment, net

  $ 3,548     $ 1,600  

 

Other property and equipment are depreciated over its estimated useful life on a straight-line basis. Land is not depreciated. Transportation equipment is generally depreciated over five years, buildings are generally depreciated over forty years, field equipment is generally depreciated over seven years and information technology is generally depreciated over three years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the underlying terms of the associated leases.

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recorded is measured by the amount by which the carrying amount of the asset exceeds its estimated fair value. The estimated fair value is determined using either a discounted future cash flow model or another appropriate fair value method.

 

Aid-in-construction assets. As of September 30, 2022 and December 31, 2021, the Company has aid-in-construction assets totaling $6.2 million and $3.9 million, respectively, included in other noncurrent assets. The Company contracted with the natural gas gatherer and processor in its Flat Top area to expand its low-pressure natural gas gathering system to transport the Company’s natural gas to its processing facility which was contracted to be expanded during the third quarter of 2022 at an additional cost to the Company of $2.6 million. The Company agreed to incur the cost to construct the system in return for future payments based on gross system throughput, including any third-party natural gas that is potentially tied into the system in the future. Based on the Company’s current projections of its natural gas reserves in Flat Top, it is anticipated that the full amount will be paid back in less than four years. The contract calls for future aid-in-construction fundings if expansions of the system are necessary at the sole discretion of the Company.

 

11

 

 

Leases. The Company enters into leases for drilling rigs, storage tanks, equipment and buildings and recognizes lease expense on a straight-line basis over the lease term. Lease right-of-use assets and liabilities are initially recorded on the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s lease contracts do not provide an implicit discount rate, the Company uses its incremental borrowing rate, which is determined based on information available at the commencement date of a lease. Leases may include renewal, purchase or termination options that can extend or shorten the term of a lease. The exercise of those options is at the Company’s sole discretion and is evaluated at inception and throughout the contract to determine if a modification of the lease term is required. Leases with an initial term of 12 months or less are generally not recorded as lease right-of-use assets and liabilities. See Note 10 for additional information.

 

Current liabilities. Current liabilities as of September 30, 2022 and December 31, 2021 totaled approximately $260.4 million and $103.0 million, respectively, including trade accounts payable, derivative liabilities, revenues and royalties payable, advances from joint interest owners and accruals for capital expenditures, operating and general and administrative expenses, interest expense, operating leases, dividends and dividend equivalents and other miscellaneous items.

 

Debt issuance costs and original issue discount. The Company has paid a total of $11.8 million in debt issuance costs, $9.2 million of which was incurred during the nine months ended September 30, 2022, related to the issuance of senior unsecured notes and amendments to its revolving credit facility. Amortization based on the straight-line method over the terms of the senior unsecured notes and the revolving credit facility which approximates the effective interest method was $3.3 million and $259,000 during the nine months ended September 30, 2022 and 2021, respectively. In addition, the company realized a $14.8 million discount on the issuance of its senior unsecured notes that is being amortized over the life of the notes which approximates the effective interest method and was $4.6 million and zero during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the net debt issuance costs and discount are netted against the outstanding long-term debt on the accompanying balance sheets in accordance with GAAP.

 

Asset retirement obligations. The Company records a liability for the fair value of an asset retirement obligation in the period in which the associated asset is acquired or placed into service, if a reasonable estimate of fair value can be made. Asset retirement obligations are generally capitalized as part of the carrying value of the long-lived asset to which it relates. Conditional asset retirement obligations meet the definition of liabilities and are recorded when incurred and when fair value can be reasonably estimated. See Note 8 for additional information.

 

Revenue recognition. The Company follows FASB ASC 606, “Revenue from Contracts with Customers,” (“ASC 606”) whereby the Company recognizes revenues from the sales of crude oil and natural gas to its purchasers and presents them disaggregated on the Company’s consolidated statements of operations.

 

The Company enters into contracts with purchasers to sell its crude oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in ASC 606. Specifically, revenue is recognized when the Company’s performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the crude oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the crude oil and natural gas marketing contracts is typically received from the purchaser one to two months after production. As of September 30, 2022 and December 31, 2021, the Company had receivables related to contracts with purchasers of approximately $70.4 million and $29.0 million, respectively.

 

Crude Oil Contracts. The Company’s crude oil marketing contracts transfer physical custody and title at or near the wellhead, which is generally when control of the crude oil has been transferred to the purchaser. The crude oil produced is sold under contracts using market-based pricing which is then adjusted for the differentials based upon delivery location and crude oil quality. Since the differentials are incurred after the transfer of control of the crude oil, the differentials are included in crude oil sales on the consolidated statements of operations as they represent part of the transaction price of the contract.

 

Natural Gas Contracts. The majority of the Company’s natural gas is sold at the lease location, which is generally when control of the natural gas has been transferred to the purchaser. The natural gas is sold under (i) percentage of proceeds processing contracts or (ii) a hybrid of percentage of proceeds and fee-based contracts. Under the majority of the Company’s contracts, the purchaser gathers the natural gas in the field where it is produced and transports it to natural gas processing plants where NGL products are extracted. The NGL products and remaining residue natural gas are then sold by the purchaser. Under percentage of proceeds and hybrid percentage of proceeds and fee-based contracts, the Company receives a percentage of the value for the extracted liquids and the residue natural gas. Since control of the natural gas transfers upstream of the transportation and processing activities, revenue is recognized as the net amount received from the purchaser.

 

The Company does not disclose the value of unsatisfied performance obligations under its contracts with customers as it applies the practical exemption in accordance with ASC 606. The exemption, as described in ASC 606-10-50-14(a), applies to variable consideration that is recognized as control of the product is transferred to the customer. Since each unit of product represents a separate performance obligation, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required.

 

Derivatives. All the Company’s derivatives are accounted for as non-hedge derivatives and are recorded at estimated fair value in the consolidated balance sheets. All changes in the fair values of its derivative contracts are recorded as gains or losses in the earnings of the periods in which they occur. The Company enters into derivatives under master netting arrangements, which, in an event of default, allows the Company to offset payables to and receivables from the defaulting counterparty. The Company classifies the fair value amounts of derivative assets and liabilities executed under master netting arrangements as net current or noncurrent derivative assets or net current or noncurrent derivative liabilities, whichever the case may be, by commodity and counterparty.

 

The Company’s credit risk related to derivatives is a counterparties’ failure to perform under derivative contracts owed to the Company. The Company uses credit and other financial criteria to evaluate the credit standing of, and to select, counterparties to its derivative instruments. Although the Company does not obtain collateral or otherwise secure the fair value of its derivative instruments, associated credit risk is mitigated by the Company’s credit risk policies and procedures.

 

12

 

 

The Company has entered into International Swap Dealers Association Master Agreements (“ISDA Agreements”) with each of its derivative counterparties. The terms of the ISDA Agreements provide the Company and the counterparties with rights of set off upon the occurrence of defined acts of default by either the Company or a counterparty to a derivative, whereby the party not in default may set off all derivative liabilities owed to the defaulting party against all derivative asset receivables from the defaulting party. See Note 5 for additional information.

 

Income taxes. The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts for income tax purposes and net operating loss and tax credit carryforwards. The amount of deferred taxes on these temporary differences is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, as applicable, based on tax rates and laws in the respective tax jurisdiction enacted as of the balance sheet date.

 

The Company reviews its deferred tax assets for recoverability and establishes a valuation allowance based on projected future taxable income, applicable tax strategies and the expected timing of the reversals of existing temporary differences. A valuation allowance is provided when it is more likely than not (likelihood of greater than 50 percent) that some portion or all the deferred tax assets will not be realized. The Company had not established a valuation allowance as of September 30, 2022 and December 31, 2021.

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based upon the technical merits of the position. If all or a portion of the unrecognized tax benefit is sustained upon examination by the taxing authorities, the tax benefit will be recognized as a reduction to the Company’s deferred tax liability and will affect the Company’s effective tax rate in the period it is recognized. See Note 13 for additional information.

 

The Company records any tax-related interest charges as interest expense and any tax-related penalties as other expense in the consolidated statements of operations of which there have been none to date.

 

The Company is also subject to Texas Margin Tax. The Company realized no Texas Margin Tax in the accompanying consolidated financial statements as we do not anticipate owing any Texas Margin Tax for the periods presented.

 

Stock-based compensation. Stock-based compensation expense for stock option awards is measured at the grant date or modification date, as applicable, using the fair value of the award, and is recorded, net of forfeitures, on a straight-line basis over the requisite service period of the respective award. The fair value of stock option awards is determined on the grant date or modification date, as applicable, using a Black-Scholes option valuation model with the following inputs; (i) the grant date’s closing stock price, (ii) the exercise price of the stock options, (iii) the expected term of the stock option, (iv) the estimated risk-free adjusted interest rate for the duration of the option’s expected term, (v) the expected annual dividend yield on the underlying stock and (vi) the expected volatility over the option’s expected term.

 

Stock-based compensation for HighPeak Energy common stock issued to outside directors with no restrictions thereon, is measured at the grant date using the fair value of the award and is recognized as stock-based compensation in the accompanying financial statements immediately. Stock-based compensation for restricted stock awarded to outside directors, employee members of the board of directors and certain other employees is measured at the grant date using the fair value of the award and is recognized on a straight-line basis over the requisite service period of the respective award.

 

Segments. Based on the Company’s organizational structure, the Company has one operating segment, which is crude oil and natural gas development, exploration and production. In addition, the Company has a single, company-wide management team that allocates capital resources to maximize profitability and measures financial performance as a single enterprise.

 

Recently adopted accounting pronouncements. There are no recently adopted accounting pronouncements. 

 

New accounting pronouncements not yet adopted.  In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This update requires the acquirer in a business combination to record contract asset and liabilities following Topic 606 – “Revenue from Contracts with Customers” at acquisition as if it had originated the contract, rather than at fair value. This update is effective for public business entities beginning after December 15, 2022 with early adoption permitted.  The Company continues to evaluate the provisions of this update but does not believe the adoption will have a material impact on its financial position, results of operations or liquidity.

 

The Company considers the applicability and the impact of all ASUs.  ASUs not discussed above were assessed and determined to be either not applicable, the effects of adoption are not expected to be material or are clarifications of ASUs previously disclosed. 

 

 

NOTE 3. Acquisitions

 

Acquisitions. During the nine months ended September 30, 2022, the Company incurred a total of $523.4 million in acquisition costs to acquire various crude oil and natural gas properties contiguous to its Signal Peak and Flat Top operating areas primarily in Howard and Borden counties, consisting of approximately 42,855 net acres, including associated producing properties, water system infrastructure and in-field fluid gathering pipelines. Included in the acquisition costs is the issuance of 10,853,634 shares of HighPeak Energy common stock valued at $265.0 million on the respective closing dates. All the aforementioned acquisitions were accounted for as asset acquisitions as substantially all the gross assets acquired are concentrated in a group of similar identifiable assets. The consideration paid was allocated to the individual assets acquired and liabilities assumed based on their relative fair values. All transaction costs associated with the acquisitions were capitalized.

 

13

 

 

 

NOTE 4. Fair Value Measurements

 

The Company determines fair value based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are characterized according to a hierarchy that prioritizes those inputs based on the degree to which they are observable. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect the company's own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.

 

The three input levels of the fair value hierarchy are as follows:

 

 

Level 1 – quoted prices for identical assets or liabilities in active markets.

 

Level 2 – quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3 – unobservable inputs for the asset or liability, typically reflecting management’s estimate of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore, determined using model-based techniques, including discounted cash flow models.

 

Assets and liabilities measured at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 are as follows (in thousands):

 

   

As of September 30, 2022

 
   

Quoted Prices

in

Active

Markets

for

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

   

Total

 

Assets:

                               

Commodity price derivatives

  $     $ 17,261     $     $ 17,261  

Liabilities:

                               

Commodity price derivatives

          11,071             11,071  

Total recurring fair value measurements

  $     $ 6,190     $     $ 6,190  

 

   

As of December 31, 2021

 
   

Quoted Prices

in

Active

Markets

for

Identical

Assets

(Level 1)

   

Significant

Other

Observable

Inputs

(Level 2)

   

Significant

Unobservable

Inputs

(Level 3)

   

Total

 

Assets:

                               

Commodity price derivatives

  $     $ 2,199     $     $ 2,199  

Liabilities:

                               

Commodity price derivatives – current

          13,591             13,591  

Commodity price derivatives – noncurrent

          4,075             4,075  

Total liabilities

          17,666             17,666  

Total recurring fair value measurements

  $     $ (15,467

)

  $     $ (15,467

)

 

Commodity price derivatives. The Company’s commodity price derivatives are currently made up of crude oil and natural gas swap contracts. The Company measures derivatives using an industry-standard pricing model that is provided by a third party. The inputs utilized in the third-party discounted cash flow and option-pricing models for valuing commodity price derivatives include forward prices for crude oil, contracted volumes, volatility factors and time to maturity, which are considered Level 2 inputs.

 

Assets and liabilities measured at fair value on a nonrecurring basis. Certain assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Specifically, (i) stock-based compensation is measured at fair value on the date of grant based on Level 1 inputs for restricted stock awards or Level 2 inputs for stock option awards based upon market data, and (ii) the estimates and fair value measurements used for the evaluation of proved property for potential impairment using Level 3 inputs based upon market conditions in the area. The Company assesses the recoverability of the carrying amount of certain assets and liabilities whenever events or changes in circumstances indicate the carrying amount of an asset or liability may not be recoverable. These assets and liabilities can include inventories, proved and unproved crude oil and natural gas properties and other long-lived assets that are written down to fair value when they are impaired or held for sale. The Company did not record any impairments to proved or unproved crude oil and natural gas properties for the periods presented in the accompanying consolidated financial statements.

 

14

 

 

Financial instruments not carried at fair value. Carrying values and fair values of financial instruments that are not carried at fair value in the consolidating balance sheets are as follows (in thousands):

 

   

As of September 30, 2022

   

As of December 31, 2021

 
   

Carrying

Value

   

Fair Value

   

Carrying

Value

   

Fair Value

 

Assets:

                               

Cash and cash equivalents

  $ 34,348     $ 34,348     $ 34,869     $ 34,869  

Liabilities:

                               

Long-term debt:

                               

10.000% Senior Notes (a)

  $ 225,000     $ 225,000     $     $  

 

 

(a)

Fair value is determined using Level 2 inputs. The Company’s senior unsecured notes are quoted, but not actively traded on major exchanges; therefore, fair value is based on periodic values as quoted on major exchanges. See Note 7 for additional information.

 

The Company has other financial instruments consisting primarily of accounts receivable, accounts payable, long-term debt, specifically the revolving credit facility, and other current assets and liabilities that approximate fair value due to the nature of the instrument and their relatively short maturities.

 

 

 

NOTE 5. Derivative Financial Instruments

 

The Company primarily utilizes commodity swap contracts to (i) reduce the effect of price volatility on the commodities the Company produces and sells, and (ii) support the Company’s capital budgeting and expenditure plans, (iii) protect the Company’s borrowing base under its Revolving Credit Facility, (iv) adhere to the hedge obligations included in the senior unsecured notes and (v) support the payment of contractual obligations.

 

The following table summarizes the effect of derivatives on the Company’s consolidated statements of operations (in thousands):

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2022

   

2021

   

2022

   

2021

 

Noncash derivative gain (loss), net

  $ 38,098     $ (6,844

)

  $ 21,656    

$

(19,402

)

Derivative settlements, net

    (2,300

)

    (3,976

)

    (64,143

)

    (5,014

)

Derivative gain (loss), net

  $ 35,798     $ (10,820

)

  $ (42,487

)

  $ (24,416

)

 

Crude oil production derivatives. The Company sells its crude oil production at the lease and the sales contracts governing such crude oil production are tied directly to, or are correlated with, NYMEX WTI crude oil prices. As such, the Company uses NYMEX WTI derivative contracts to manage future crude oil price volatility.

 

The Company’s outstanding crude oil derivative contracts as of September 30, 2022 and the weighted average crude oil prices per barrel for those contracts are as follows:

 

           

2023

 
   

Remainder

   

First

   

Second

   

Third

         
   

of 2022

   

Quarter

   

Quarter

   

Quarter

   

Total

 

Crude Oil Price Swaps - WTI:

                                       

Volume (MBbls)

    1,072.8       900.0       546.0       276.0       1,722.0  

Price per Bbl

  $ 85.85     $ 73.67     $ 67.81     $ 72.30     $ 71.59  

 

Natural gas production derivatives. The Company sells its natural gas production at the lease and the sales contracts governing such natural gas production are tied directly to, or are correlated with, NYMEX HH natural gas prices. As such, the Company uses NYMEX HH derivative contracts to manage future natural gas price volatility.

 

The Company’s outstanding natural gas derivative contracts as of September 30, 2022 and the weighted average natural gas prices per MMBtu for those contracts are as follows:

 

           

2023

 
   

Remainder

   

First

         
   

Of 2022

   

Quarter

   

Total

 

Natural Gas Price Swaps - HH:

                       

Volume (MMBtu)

    460.0       450.0       450.0  

Price per MMBtu

  $ 9.00     $ 9.00     $ 9.00  

 

15

 

 

The Company uses credit and other financial criteria to evaluate the credit standings of, and to select, counterparties to its derivative financial instruments. Although the Company does not obtain collateral or otherwise secure the fair value of its derivative financial instruments, associated credit risk is mitigated by the Company’s credit risk policies and procedures.

 

Net derivative assets (liabilities) associated with the Company’s open commodity derivatives by counterparty are as follows (in thousands):

 

   

As of September 30,

2022

 

Bank of America, National Association

  $ 10,835  

Citizens Bank, National Association

    5,767  

Fifth Third Bank, National Association

    (10,412

)

    $ 6,190  

 

 

 

NOTE 6. Exploratory Well Costs

 

The Company capitalizes exploratory well and project costs until a determination is made that the well or project has either found proved reserves, is impaired or is sold. The Company's capitalized exploratory well and project costs are included in proved properties in the consolidated balance sheets. If the exploratory well or project is determined to be impaired, the impaired costs are charged to exploration and abandonments expense.

 

The changes in capitalized exploratory well costs are as follows (in thousands):

 

   

Nine Months

Ended

September 30,

2022

 

Beginning capitalized exploratory well costs

  $ 28,076  

Additions to exploratory well costs

    385,440  

Reclassification to proved properties

    (319,220

)

Exploratory well costs charged to exploration and abandonment expense

     

Ending capitalized exploratory well costs

  $ 94,296  

 

All capitalized exploratory well costs have been capitalized for less than one year based on the date of drilling.

 

 

 

NOTE 7. Long-Term Debt

 

The components of long-term debt, including the effects of debt issuance costs, are as follows (in thousands):

 

   

September 30,

2022

   

December 31,

2021

 

Revolving Credit Facility due 2024

  $ 355,000     $ 100,000  

10.000% Senior Notes due 2024

    225,000        

Discounts, net (a)

    (10,212

)

     

Debt issuance costs, net (b)

    (8,032

)

    (2,071

)

Total debt

    561,756       97,929  

Less current portion of long-term debt

           

Long-term debt, net

  $ 561,756     $ 97,929  

 

 


(a) Discounts as of September 30, 2022 and December 31, 2021 consisted of $14.8 million and zero, respectively, in discounts less accumulated amortization of $4.6 million and zero, respectively.

(b) Debt issuance costs as of September 30, 2022 and December 31, 2021 consisted of $11.8 million and $2.6 million, respectively, in costs less accumulated amortization of $3.8 million and $502,000, respectively.

 

16

 

 

Revolving Credit Facility. In December 2020, the Company entered into a Credit Agreement with Fifth Third Bank, National Association (“Fifth Third”) as the administrative agent and sole lender to establish a revolving credit facility (“Revolving Credit Facility”) that matures on June 17, 2024 (subject to a springing maturity date of October 1, 2023 if the 10.000% Senior Notes are outstanding on such date). The Revolving Credit Facility had an initial borrowing base of $40.0 million. However, the Company elected to reduce the aggregate elected commitments under the Revolving Credit Facility to $20.0 million. In June 2021, the Company entered into the First Amendment to, among other things, (i) complete the semi-annual borrowing base redetermination process which increased the borrowing base from $40.0 million to $125.0 million and (ii) modify the terms of the Credit Agreement to increase the aggregate elected commitments from $20.0 million to $125.0 million. A syndicate of banks joined the credit facility at differing levels of commitments with Fifth Third remaining the administrative agent. In October 2021, the Company entered into the Second Amendment to, among other things, (i) complete a semi-annual borrowing base redetermination process, which increased the borrowing base from $125.0 million to $195.0 million and (ii) modify the terms of the Credit Agreement to increase the aggregate elected commitments from $125.0 million to $195.0 million. In February 2022, the Company entered into the Third Amendment to, among other things, (i) reduce the borrowing base from $195.0 million to $138.8 million, (ii) modify the terms of the Credit Agreement to reduce the aggregate elected commitments from $195.0 million to $138.8 million, (iii) update the maturity date to a springing maturity date, which will cause the Credit Agreement to mature on October 1, 2023 if the 10.000% Senior Notes are not retired by that date, (iv) allow the Company to redeem the 10.000% Senior Notes with proceeds of a refinancing, with proceeds of an equity offering or with cash, in each case, subject to certain customary conditions and (v) replace the USD LIBOR rates with Term SOFR rates. In June 2022, simultaneous with the closing of one of the aforementioned acquisitions, the Company entered into the Fourth Amendment to the Revolving Credit Facility to, among other things, (i) increase (a) the aggregate elected commitments to $400.0 million, (b) the borrowing base to $400.0 million and (c) the maximum credit amount to $1.5 billion, (ii) increase the excess cash threshold to $75.0 million, (iii) modify the affirmative hedging requirement and (iv) increase the number of banks included in the syndicate at differing levels of commitments with Fifth Third remaining the administrative agent. In October 2022, the Company entered into the Fifth Amendment to the Revolving Credit Facility to, among other things, (i) increase the elected commitments to $525 million and the borrowing base to $550 million, (ii) require an additional borrowing base redetermination on or about December 1, 2022, (iii) modify the permitted dividends and distributions conditions such that minimum availability under the credit facility must be 25% percent (as opposed to 30% before giving effect to the Fifth Amendment) and (iv) appoint Wells Fargo Bank, National Association (“Wells Fargo”) as the new administrative agent to replace Fifth Third. In addition, in connection with the Fifth Amendment, to the extent the Company incurs any additional specified unsecured senior, senior subordinated or subordinated future indebtedness before June 30, 2023, the Company’s obligation to reduce the borrowing base by an amount equal to 25% of the principal amount of such additional future indebtedness shall be waived. In connection with the Fifth Amendment, the lenders waived two technical events of default existing with the Credit Agreement, as it existed prior to giving effect to the Fifth Amendment, related to entering into and maintaining certain minimum hedges as of the fiscal quarters ending June 30, 2022 and September 30, 2022 and complying with the required current ratio as of the fiscal quarter ending September 30, 2022. In October 2022, the Company entered into the Sixth Amendment to the Revolving Credit Facility to, among other things, (i) change the period to one hundred and twenty (120) days following the Maturity Date for which there can be no scheduled principal payments, mandatory redemption or maturity date for the 2024 Senior Notes (as defined in the Credit Agreement) and the Specified Senior Notes (as defined in the Credit Agreement), (ii) to clarify that the Specified Senior Notes are subject to the restriction on the voluntary redemption by the Company of certain specified additional debt, including the 2024 Senior Notes, (iii) to add a permitted lien basket in connection with the escrow account to be opened in connection with the Specified Senior Notes and (iv) provide for an exception for the restriction on mandatory redemptions of the Specified Senior Notes in connection with the special mandatory redemption provided for with respect to the Specified Senior Notes.

 

The borrowing capacity under the Revolving Credit Facility is equal to the lowest of (i) the borrowing base (which stands at $400.0 million as of September 30, 2022 increased to $550.0 million on October 14, 2022), (ii) the aggregate elected commitments (which stand at $400.0 million as of September 30, 2022 increased to $525.0 million on October 14, 2022) and (iii) $1.5 billion. As of September 30, 2022 and December 31, 2021, the Company had $355.0 million and $100.0 million, respectively, outstanding borrowings under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility prior to February 2022 bore interest, at the option of the Company, based on (a) a rate per annum equal to the higher of (i) the prime rate announced from time to time by Fifth Third, (ii) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System during the last preceding business day plus 0.5 percent and (iii) the Adjusted LIBO Rate for one-month Interest Period, plus a margin (the “Applicable Margin”) which was determined by the Borrowing Base Utilization Percentage as defined in the Revolving Credit Facility or (b) the LIBO Rate for a one, three or six month Interest Period multiplied by the Statutory Reserve Rate. As of February 2022, borrowings under the Revolving Credit Facility bear interest at the option of the Company, based on (a) the prime rate announced from time to time by the administrative agent or (b) a rate equal to the higher of (i) zero percent per annum and (ii) SOFR relating to quotations for 1 or 3 months. Letters of credit outstanding under the Revolving Credit Facility are subject to a per annum fee, representing the Applicable Margin plus 0.125 percent. The Company also pays commitment fees on undrawn amounts under the Revolving Credit Facility equal to 0.50 percent. Borrowings under the Revolving Credit Facility are secured by a first lien security interest on substantially all assets of the Company and its restricted subsidiaries, including mortgages on the Company’s and its restricted subsidiaries’ crude oil and natural gas properties. The Revolving Credit Facility is scheduled to have the borrowing base redetermined on or about December 1, 2022 and semiannually in April and October thereafter. Additionally, the Company and Fifth Third (effective October 14, 2022, Wells Fargo) each have the option for a wild card evaluation between redeterminations.

 

The Revolving Credit Facility requires the maintenance of a ratio of total debt to EBITDAX, subject to certain adjustments, not to exceed 3.00 to 1.00 as of the last day of any fiscal quarter and a current ratio, subject to certain adjustments, of at least 1.00 to 1.00 as of the last day of any fiscal quarter.

 

The Company has limited equity cure rights for a breach of the above-listed financial covenants. Additionally, the Revolving Credit Facility contains additional restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness, incur additional liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain hedging transactions, sell assets and engage in transactions with affiliates. The Revolving Credit Facility contains customary mandatory prepayments, including a monthly mandatory prepayment if the Consolidated Cash Balance (as defined in the Credit Agreement) is in excess of $75.0 million. In addition, the Credit Agreement is subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the administrative agent or the majority of the lenders may accelerate any amounts outstanding and terminate lender commitments.

 

10.000% Senior Notes. In February 2022, the Company issued $225.0 million aggregate principal amount of 10.000% senior unsecured notes that will mature on February 15, 2024 (“10.000% Senior Notes”). The Company received proceeds, net of $21.2 million of issuance costs and discounts, of $203.8 million. The net proceeds were used to pay down the balance of our Revolving Credit Facility to zero at closing and to fund our ongoing capital development program with subsequent draws on the Revolving Credit Facility. Interest on the 10.000% Senior Notes will be payable on August 15 and February 15 of each year.

 

10.625% Senior Notes. In November 2022, the Company issued $225.0 million aggregate principal amount of 10.625% senior unsecured notes that will mature on November 15, 2024 (“10.625% Senior Notes”). The Company received proceeds, net of approximately $25.0 million of issuance costs and discounts, of approximately $200.0 million. The net proceeds were used to reduce the outstanding balance of our Revolving Credit Facility at closing and for general corporate purposes. Interest on the 10.625% Senior Notes will be payable on May 15 and November 15 of each year.

 

The Revolving Credit Facility, 10.000% Senior Notes and 10.625% Senior Notes have hedging obligations that the Company adheres to.

 

17

 

 

 

NOTE 8. Asset Retirement Obligations

 

The Company’s asset retirement obligations primarily relate to the future plugging and abandonment of wells and related facilities. Market risk premiums associated with asset retirement obligations are estimated to represent a component of the Company’s credit-adjusted risk-free rate that is utilized in the calculations of asset retirement obligations.

 

Asset retirement obligations activity is as follows (in thousands):

 

   

Nine Months

Ended

September 30,

2022

 

Beginning asset retirement obligations

  $ 4,260  

Liabilities incurred from wells acquired

    3,219  

Liabilities incurred from new wells

    528  

Accretion of discount

    245  

Ending asset retirement obligations

  $ 8,252  

 

As of September 30, 2022 and December 31, 2021, all asset retirement obligations are considered noncurrent and classified as such in the accompanying consolidated balance sheets.

 

 

 

NOTE 9. Incentive Plans

 

401(k) Plan. The HighPeak Energy Employees, Inc 401(k) Plan (the “401(k) Plan”) is a defined contribution plan established under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"). All regular full-time and part-time employees of the Company are eligible to participate in the 401(k) Plan after three continuous months of employment with the Company. Participants may contribute up to 80 percent of their annual base salary into the 401(k) Plan. Matching contributions are made to the 401(k) Plan in cash by the Company in amounts equal to 100 percent of a participant’s contributions to the 401(k) Plan up to four percent of the participant’s annual base salary (the “Matching Contribution”). Each participant’s account is credited with the participant’s contributions, Matching Contributions and allocations of the 401(k) Plan’s earnings. Participants are fully vested in their account balances at their eligibility date. During the nine months ended September 30, 2022 and 2021, the Company contributed $210,000 and $167,000 to the 401(k) Plan, respectively.

 

Long-Term Incentive Plan. The Company’s Amended & Restated Long Term Incentive Plan (“LTIP”) provides for the grant of stock options, dividend equivalents, cash awards and substitute awards to officers and employees of the Company, as well as stock awards to directors and employees of the Company. The number of shares available for grant pursuant to awards under the LTIP as of September 30, 2022 are as follows:

 

   

September 30,

2022

 

Approved and authorized awards

    14,340,039  

Awards issued under plan

    (13,769,191

)

Awards available for future grant

    570,848  

 

Stock Options. Stock option awards were granted to employees on August 24, 2020, November 4, 2021, May 4, 2022 and August 15, 2022. Stock-based compensation expense related to the Company’s stock option awards for the nine months ended September 30, 2022 and 2021 was $17.7 million and $2.7 million, respectively, and as of September 30, 2022 and December 31, 2021 there was $1.5 million and $1.8 million, respectively, of unrecognized stock-based compensation expense related to unvested stock option awards. The unrecognized compensation expense will be recognized on a straight-line basis over the remaining vesting periods of the awards, which is a period of less than two years.

 

18

 

 

The Company estimates the fair value of stock options granted on the grant date using a Black-Scholes option valuation model, which requires the Company to make several assumptions. The expected term of options granted was determined based on the simplified method of the midpoint between the vesting dates and the contractual term of the options. The risk-free interest rate is based on the U.S. treasury yield curve rate for the expected term of the option at the date of grant and the volatility was based on the volatility of either an index of exploration and production crude oil and natural gas companies or on a peer group of companies with similar characteristics of the Company on the date of grant since the Company had minimal or did not have any trading history. More detailed stock options activity and details are as follows:

 

   

Stock

Options

   

Exercise

Price

   

Remaining

Term in

Years

   

Intrinsic

Value (in

thousands)

 

Outstanding at December 31, 2020

    9,705,495     $ 10.00       9.7     $ 57,942  

Awards granted

    442,500     $ 14.36                  

Exercised

    (154,268

)

  $ 10.00                  

Forfeitures

    (10,000

)

  $ 10.00                  

Outstanding at December 31, 2021

    9,983,727     $ 10.19       8.7     $ 44,395  

Awards granted

    1,564,500     $ 25.07                  

Exercised

    (12,000

)

  $ 10.00                  

Forfeitures

    (18,999

)

  $ 18.66                  

Outstanding at September 30, 2022

    11,517,228     $ 12.20       8.2     $ 115,484  
                                 

Vested at December 31, 2021

    8,551,070     $ 10.13       8.7     $ 38,556  

Exercisable at December 31, 2021

    8,551,070     $ 10.13       8.7     $ 38,556  
                                 

Vested at September 30, 2022

    11,218,914     $ 12.00       8.2     $ 114,169  

Exercisable at September 30, 2022

    11,218,914     $ 12.00       8.2     $ 114,169  

 

Restricted Stock Issued to Employee Members of the Board. A total of 1,500,500 shares of restricted stock was approved by the board of directors to be granted to certain employee members of the board of the Company on November 4, 2021, which vest on the three-year anniversary of such grant assuming the employees remain in his or her position as of the anniversary date. Therefore, stock-based compensation expense of $5.4 million was recognized during the nine months ended September 30, 2022 and the remaining $15.0 million will be recognized over the remaining restricted period, which was based upon the closing price of the stock on the date of the restricted stock issuance. The board of directors also cancelled the previously issued equity-based liability bonuses and approved a total of 600,000 shares of restricted stock to be granted to certain employees of the Company on June 1, 2022, which vest on November 4, 2024, assuming the employees remain in his or her position as of that date and cancelled certain contractual equity-based bonuses to such employees. Therefore, stock-based compensation expense of $5.0 million was recognized during the nine months ended September 30, 2022, and the remaining $14.7 million will be recognized over the remaining restricted period, which was based upon the closing price of the stock on the date of the restricted stock issuance.

 

Stock Issued to Outside Directors. A total of 21,184 shares of restricted stock was approved by the board of directors to be granted to the outside directors of the Company on June 1, 2022, which will vest at the next annual meeting, assuming the board members maintain their positions on the board. Therefore, stock-based compensation expense of $244,000 was recognized during the nine months ended September 30, 2022 and the remaining $488,000 will be recognized between October 2022 and June 2023, which was based upon the closing price of the stock on the date of the restricted stock issuance. In addition, a total of 67,779 shares of restricted stock was approved by the board of directors to be granted to the outside directors of the Company on June 1, 2021, which vested in January 2022. Therefore, the remaining stock-based compensation expense of $284,000 was recognized during the nine months ended September 30, 2022, which was based upon the closing price of the stock on the date of the restricted stock issuance.

 

 

 

NOTE 10. Commitments and Contingencies

 

Leases. The Company follows ASC Topic 842, “Leases” to account for its operating and finance leases. Therefore, as of September 30, 2022 the Company had right-of-use assets totaling $444,000 included in other noncurrent assets and operating lease liabilities totaling $456,000, included in other current liabilities, and as of December 31, 2021 the Company had right-of-use assets totaling $852,000 included in other noncurrent assets and operating lease liabilities totaling $856,000, $513,000 of which are included in other current liabilities and $343,000 of which are included in other noncurrent liabilities on the accompanying consolidated balance sheets. The Company does not currently have any finance right-of-use leases. Maturities of the operating lease obligations are as follows (in thousands):

 

   

September 30,

2022

 

Remainder of 2022

  $ 116  

2023

    349  

Total lease payments

    465  

Less present value discount

    (9

)

Present value of lease liabilities

  $ 456  

 

19

 

 

Legal actions. From time to time, the Company may be a party to various proceedings and claims incidental to its business. While many of these matters involve inherent uncertainty, the Company believes that the amount of the liability, if any, ultimately incurred with respect to these proceedings and claims will not have a material adverse effect on the Company's consolidated financial position as a whole or on its liquidity, capital resources or future annual results of operations. The Company records reserves for contingencies when information available indicates that a loss is probable, and the amount of the loss can be reasonably estimated.

 

Indemnifications. The Company has agreed to indemnify its directors, officers and certain employees and agents with respect to claims and damages arising from acts or omissions taken in such capacity, as well as with respect to certain litigation.

 

Environmental. Environmental expenditures that relate to an existing condition caused by past operations and have no future economic benefits are expensed. Environmental expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. Liabilities for expenditures that will not qualify for capitalization are recorded when environmental assessment and/or remediation is probable, and the costs can be reasonably estimated. Such liabilities are undiscounted unless the timing of cash payments for the liability is fixed or reliably determinable. Environmental liabilities normally involve estimates that are subject to revision until settlement or remediation occurs.

 

Crude oil delivery commitments. In May 2021, the Company entered into a crude oil marketing contract with Lion as the purchaser and DKL Permian Gathering, LLC (“DKL”) as the gatherer and transporter. The contract includes the Company’s current and future crude oil production from the majority of its horizontal wells in Flat Top where DKL is constructing a crude oil gathering system and custody transfer meters to most of the Company’s central tank batteries. The contract contains a minimum volume commitment commencing October 2021 based on the gross barrels delivered at the Company’s central tank battery facilities and is 5,000 Bopd for the first year, 7,500 Bopd for the second year and 10,000 Bopd for the remaining eight years of the contract. However, the Company has the ability under the contract to cumulatively bank excess volumes delivered to offset future minimum volume commitments. For the period from October 1, 2021 to September 30, 2022, the Company has delivered approximately 19,000 Bopd under the contract. The remaining monetary commitment as of September 30, 2022, if the Company never delivers any additional volumes under the agreement, is approximately $20.7 million.

 

Natural gas purchasing replacement contract. In May 2021, the Company entered into a replacement natural gas purchase contract with WTG Gas Processing, L.P. (“WTG”) as the gatherer, processor and purchaser of the Company’s current and future gross natural gas production in Flat Top. The replacement contract provides the Company with improved natural gas and NGL pricing and requires WTG to expand its current low-pressure gathering system, which eliminates the need for in-field compression in Flat Top to accommodate the Company’s increased natural gas production volumes based on the current plan of development. The Company will provide WTG with certain aid-in-construction payments to be reimbursed over time based on throughput through the system. The replacement contract does not contain any minimum volume commitments.

 

Power contracts. In June 2021, the Company entered into a contract with Priority Power Management, LLC (“Priority Power”) whereby Priority Power will develop an electric high-voltage (“EHV”) substation, medium voltage distribution systems and a 13-megawatt direct current solar photovoltaic facility located on approximately 80 acres of land owned by the Company north of Big Spring, Texas in Howard County to provide for the Company’s electrical power needs in its Flat Top operating area including powering drilling rigs and day-to-day operations. The EHV substation was interconnected with the ERCOT transmission grid in May 2022 via the local electric utility, has an initial capacity of up to 50 megavolt amperes and was designed for future expansion capability. The solar generation facility will be interconnected with the medium voltage distribution system that will be energized from the new EHV substation. Priority Power will develop, finance, engineer, construct, operate and maintain the project facilities.

 

Also in June 2021, the Company entered into a contract with Oncor Electric Delivery Company, LLC (“Oncor”) to construct certain facilities to deliver electricity to the aforementioned substation. In conjunction with this contract, the Company issued a $1.9 million letter of credit to Oncor until such time as the Company’s load meets or exceeds 12 megawatts as measured during any fifteen (15) minute interval on or before May 20, 2023. This requirement was met subsequent to September 30, 2022 and the letter of credit is expected to be released during the fourth quarter of 2022 accordingly.

 

Finally, in June 2022, the Company entered into a contract with TXU Energy Retail Company LLC (“TXU”) to provide a block of electric power via the aforementioned transmission system at an attractive variable rate, which fluctuates based on the usage by the Company through May 31, 2032.  In conjunction with this contract, the Company issued a $1.7 million letter of Credit in lieu of a deposit to TXU that is cancellable at the end of the contract term. 

 

Sand commitments. The Company is party to an agreement whereby it has agreed to purchase at least 600,000 tons of sand over a two-year period beginning at the commencement date of the sand mine being operational, which was late in the second quarter of 2022. There are stipulations in the agreement that reduce this commitment should we experience a downturn in crude oil prices. However, generally if the Company never takes delivery of any additional sand under the agreement, the monetary commitment that remains as of September 30, 2022 is approximately $6.4 million.

 

20

 

 

 

NOTE 11. Related Party Transactions

 

Water Treatment. In September 2021, the Company entered into a contract with Pilot Exploration, Inc., (“Pilot”), whose President and CEO is an outside director of the Company, to deploy Pilot’s proprietary water treatment technology in the Company’s Flat Top area to treat up to 25,000 barrels of produced water per day such that it can be reused in the Company’s completion operations or sold to third parties for their completion operations. This contract was set to expire on March 1, 2022, however it was extended to July 1, 2022 based on the early results of the project. During the nine months ended September 30, 2022, the Company paid $2.0 million to Pilot for such services.

 

In May 2022, the Company entered into an agreement with Pilot to utilize Pilot’s proprietary water treatment technology in the Company’s Flat Top area to treat produced water such that it can be reused in the Company’s completion operations or sold to third parties for their completion operations. During the one-year term of the agreement, beginning on approximately November 1, 2022, the Company has agreed to a minimum volume commitment of 29.2 million barrels of produced water while maintaining the ability to bank excess produced water processed each month toward the minimum volume commitment. The monetary commitment, if the Company never delivers any produced water to be treated under the agreement, is approximately $6.0 million.

 

 

 

NOTE 12. Major Customers

 

Lion Oil Trading and Transportation, LLC (“Lion”) accounted for approximately 88% and 94% of the Company’s revenues during the nine months ended September 30, 2022 and 2021, respectively. Based on the current demand for crude oil and natural gas and the availability of other purchasers, management believes the loss of this major purchaser would not have a material adverse effect on our financial condition and results of operations because crude oil and natural gas are fungible products with well-established markets and numerous purchasers.

 

 

 

NOTE 13. Income Taxes

 

Enactment of the Inflation Reduction Act of 2022.  On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (“IRA 2022”).  The IRA 2022, among other tax provisions, imposes a 15 percent corporate alternative minimum tax based on financial statement income, effective for tax years beginning after December 31, 2022.  The IRA 2022 also establishes a one percent excise tax on stock repurchases made by publicly traded U.S. corporations, effective for stock repurchases after December 31, 2022.  The IRA 2022 did not impact the Company’s current year tax provision or the Company’s consolidated financial statements.  The Company is evaluating the accounting and disclosure implications of the IRA 2022 on its future filings. 

 

The Company’s income tax expense attributable to income from operations consisted of the following (in thousands):

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2022

   

2021

   

2022

   

2021

 

Current income tax expense:

                               

Federal

  $     $     $     $  

State

                       

Total current income tax expense

                       

Deferred income tax expense:

                               

Federal

    30,599       2,145       53,726       4,680  

State

    998             1,631        

Deferred income tax expense

    31,597       2,145       55,357       4,680  

Total income tax expense

  $ 31,597     $ 2,145     $ 55,357     $ 4,680  

 

The reconciliation between the income tax expense computed by multiplying pre-tax income by the U.S. federal statutory rate and the reported amounts of income tax expense is as follows (in thousands, except rate):

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2022

   

2021

   

2022

   

2021

 

Income tax expense at U.S. federal statutory rate

  $ 29,295     $ 2,140     $ 47,106     $ 4,875  

Limited tax benefit due to stock-based compensation

    592       20       6,128       (61

)

State deferred income taxes

    999             1,723        

Other, net

    711       (15

)

    400