Table of Contents
 
 
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, 20212022
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
0-7406
 
 
PrimeEnergy Resources Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
84-0637348
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
Identification No.)
9821 Katy Freeway, Houston, Texas 77024
(Address of principal executive offices)
(713)
735-0000
(Registrant’s telephone number, including area code)
(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(s)
 
Name of each exchange
on which registered
Common Stock, $0.10 par value
 
PNRG
 
NASDAQ
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 filings required for the past 90 days.    
Yes
 
☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 ☒
The number of shares outstanding of each class of the Registrant’s Common Stock as of November 8, 202
1
18, 2022 was: Common Stock, $0.10 par value 1,994,1771,920,500 shares.
 
 
 


Table of Contents


Table of Contents
PART I—FINANCIAL INFORMATION
 
Item 1.
FINANCIAL STATEMENTS
PRIMEENERGY RESOURCES CORPORATION
C
ONDENSED
C
ONSOLIDATED
B
ALANCE
S
HEETS
– Unaudited
(Thousands of dollars)
 
  
September 30,
2021
 
December 31,
2020
   
September 30,

2022
 
December 31,

2021
 
ASSETS
        
Current Assets
        
Cash and cash equivalents
  $3,624  $996   $24,059  $10,347 
Accounts receivable, net
   14,341   7,221    16,943   14,208 
Prepaid obligations
   781   590    783   733 
Other current assets
   568   104    348   40 
  
 
  
 
        
Total Current Assets
   19,314   8,911    42,133   25,328 
Property and Equipment, at cost
     
Oil and gas properties (successful efforts method), net
   176,497   185,098 
Field and office equipment, net
   5,774   5,955 
Property and Equipment   
Oil and gas properties at cost   545,345   539,484 
Less: Accumulated depletion and depreciation   (380,287  (359,742
       
   165,058   179,742 
       
Field and office equipment at cost   28,013   27,080 
Less: Accumulated depreciation   (23,041  (22,159
       
   4,972   4,921 
  
 
  
 
        
Total Property and Equipment, Net
   182,271   191,053    170,030   184,663 
  
 
  
 
 
Other assets
   593   520 
Derivative asset long-term and other assets   736   923 
  
 
  
 
        
Total Assets
  $202,178  $200,484   $212,899  $210,914 
  
 
  
 
        
LIABILITIES AND EQUITY
        
Current Liabilities
        
Accounts payable
  $11,387  $5,217   $6,168  $7,282 
Accrued liabilities
   6,896   6,787    10,526   7,821 
Due to Related Parties
   34   38 
Current portion of long-term debt
   1,365   487 
Due to related parties   113   52 
Current portion of asset retirement and other long-term obligations
   816   867    1,438   1,630 
Derivative liability short-term
   6,177   724    3,975   4,935 
  
 
  
 
        
Total Current Liabilities
   26,675   14,120    22,220   21,720 
Long-Term Bank Debt
   32,164   38,267    —     36,000 
Asset Retirement Obligations
   13,281   12,891    12,460   13,222 
Derivative Liability Long-Term
   1,657   44    —     650 
Deferred Income Taxes
   34,667   36,367    47,518   38,743 
Other Long-Term Obligations
   759   797    1,323   1,488 
  
 
  
 
        
Total Liabilities
   109,203   102,486    83,521   111,823 
Commitments and Contingencies
   0   0      
Equity
        
Common stock, $.10 par value; Authorized: 2,810,000 shares; Outstanding: 1,994,177 shares
   281   281 
Paid-in
capital
   7,560   7,541 
Common stock, $.10 par value; 2022 and 2021: Authorized: 2,810,000 shares, outstanding 2022: 1,930,700 shares; outstanding 2021: 1,992,077 shares.   281   281 
Additional
paid-in
capital
   7,555   7,555 
Retained earnings
   121,783   126,804    164,181   128,902 
Treasury stock, at cost; 815,823 shares
   (37,502  (37,502
  
 
  
 
 
Total Stockholders’ Equity – PrimeEnergy Resources
   92,122   97,124 
Non-controlling
interest
   853   874 
Treasury stock, at cost; 2022: 879,300 shares; 2021: 817,923
shares
   (42,639  (37,647
  
 
  
 
        
Total Equity
   92,975   97,998    129,378   99,091 
  
 
  
 
        
Total Liabilities and Equity
  $202,178  $200,484   $212,899  $210,914 
  
 
  
 
        
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements
 
3

Table of Contents
PRIMEENERGY RESOURCES CORPORATION
C
ONDENSED
C
ONSOLIDATED
S
TATEMENTS
OF
O
PERATIONS
– Unaudited
Three and nine months ended September 30, 20212022 and 20202021
(Thousands of dollars, except per share amounts)
 
   
Three Months Ended
September 30,
  
Nine Months Ended
September 30,
 
   
2021
  
2020
  
2021
  
2020
 
Revenues
                 
Oil sales
  $10,442  $6,339  $30,376  $20,663 
Natural gas sales
   3,998   1,052   7,948   3,212 
Natural gas liquids sales
   3,632   1,474   7,781   2,441 
Realized (loss) gain on derivative instruments, net
   (1,983)  222   (2,896)  6,176 
Field service income
   2,975   2,567   8,138   9,248 
Administrative overhead fees
   1,164   1,066   3,455   3,260 
Unrealized (loss) on derivative instruments, net
   (1,194)    (1,003  (7,162)  (62
Other income
   1   75   30     240 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total Revenues
   19,035   11,792   47,670   45,178 
Costs and Expenses
                 
Lease operating expense
   7,248   3,804   17,820   16,378 
Field service expense
   3,413   1,974   7,744   7,448 
Depreciation, depletion, amortization and accretion on discounted liabilities
   6,883   9,431   19,990   24,524 
General and administrative expense
   2,368   2,571   7,475   12,877 
   
 
 
  
 
 
  
 
 
  
 
 
 
Total Costs and Expenses
   19,912   17,780   53,029   61,227 
Gain on Sale and Exchange of Assets
   5   14,773   111   14,967 
   
 
 
  
 
 
  
 
 
  
 
 
 
(Loss) Income from Operations
   (872)    8,785   (5,248)  (1,082
Other Income (Expense)
                 
Interest Income
   —     1   —     1 
Interest Expense
   (462)  (470  (1,469)   (1,629
   
 
 
  
 
 
  
 
 
  
 
 
 
(Loss) Income Before Income Taxes
   (1,334)    8,316   (6,717)  (2,710
Income Taxes Expense (Benefit)
   (186)    1,372   (1,700)  (2,664
   
 
 
  
 
 
  
 
 
  
 
 
 
Net (Loss) Income
   (1,148)    6,944   (5,017)  (46
Less: Net Income (Loss) Attributable to Non-Controlling Interests
   15   443   4   (111
   
 
 
  
 
 
  
 
 
  
 
 
 
Net (Loss) Income Attributable to PrimeEnergy
  $(1,163)   $6,501  $(5,021) $65 
   
 
 
  
 
 
  
 
 
  
 
 
 
Basic (Loss) Income Per Common Share  $(0.58)   $3.26  $(2.52) $0.03 
   
 
 
  
 
 
  
 
 
  
 
 
 
Diluted (Loss) Income Per Common Share  $(0.58)   $2.36  $(2.52) $0.02 
   
 
 
  
 
 
  
 
 
  
 
 
 
   
Three Months Ended

September 30,
  
Nine Months Ended

September 30,
 
   
2022
  
2021
  
2022
  
2021
 
Revenues                 
Oil sales  $23,403  $10,442  $75,546  $30,376 
Natural gas sales   6,359   3,998   14,762   7,948 
Natural gas liquids sales   4,204   3,632   12,477   7,781 
Realized (loss) on derivative instruments, net   (4,285  (1,983  (13,992  (2,896
Field service income   3,846   2,415   10,822   6,215 
Unrealized gain (loss) on derivative instruments, net   6,124   (1,194  1,918   (7,162
Other income   —     1   29   30 
                  
Total Revenues   39,651   17,311   101,562   42,292 
Costs and Expenses                 
Lease operating expense   8,679   6,396   26,613   15,298 
Field service expense   3,005   2,925   9,545   6,180 
Depreciation, depletion, amortization and accretion on discounted liabilities   7,732   6,883   21,931   19,990 
General and administrative expense   2,453   1,984   11,543   6,183 
                  
Total Costs and Expenses   21,869   18,188   69,632   47,651 
Gain on Sale and Exchange of Assets   494   5   15,330   111 
                  
Income (Loss) from Operations   18,276   (872  47,260   (5,248
Other Income (Expense)                 
Interest Income   8   —     8   —   
Interest Expense   (253  (462  (752  (1,469
                  
Income (Loss) Before Income Taxes   18,031   (1,334  46,516   (6,717
Income Taxes Expense (Benefit)   4,877   (186  11,237   (1,700
                  
Net Income (Loss)   13,154   (1,148  35,279   (5,017
Less: Net Income Attributable to
Non-Controlling
Interests
   —     15   —     4 
                  
Net Income (Loss) Attributable to PrimeEnergy  $13,154  $(1,163 $35,279  $(5,021
                  
Basic Income (Loss) Per Common Share  $6.79  $(0.58 $17.95  $(2.52
                  
Diluted Income (Loss) Per Common Share  $4.88  $(0.58 $12.96  $(2.52
                  
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements
 
4
PRIMEENERGY RESOURCES CORPORATION
C
ONDENSED
C
ONSOLIDATED
S
TATEMENTTATEMENTS
OF
E
QUITY
– Unaudited
Nine months Ended September 30, 20212022 and 20202021
(Thousands of dollars)
   
Common Stock
                     
   
Shares
  
Amount
   
Additional
Paid-In

Capital
   
Retained
Earnings
  
Treasury
Stock
  
Total
Stockholders’
Equity –
PrimeEnergy
  
Non-
Controlling
Interest
  
Total
Equity
 
Balance at December 31, 2020
   1,994,177  $281   $7,541   $126,804  $(37,502 $97,124  $874  $97,998 
Net Income (Loss)
                 (5,021)      (5,021)  4   (5,017)
Purchase of non- controlling interest
  
   
   
19
   
   
   
19
   
(25
)
 
  
(6
)
 
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at September 30, 2021
   1,994,177  $281   $7,560   $121,783  $(37,502) $92,122  $853  $92,975 
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at December 31, 2019
   1,998,978  $281   $7,505   $129,120  $(36,792 $100,114  $3,249  $103,363 
Purchase 4,801 shares of common stock
   (4,801  —      —      —     (709  (709  —     (709
Net Income (Loss)
   —     —      —      65   —     65   (111  (46
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Balance at September 30, 2020
   1,994,177  $281   $7,505   $129,185  $(37,501 $99,470  $3,138  $102,608 
   
 
 
  
 
 
   
 
 
   
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
   
Common Stock
                     
   
Shares
  
Amount
   
Additional

Paid-In

Capital
   
Retained

Earnings
  
Treasury

Stock
  
Total

Stockholders’

Equity –

PrimeEnergy
  
Non-

Controlling

Interest
  
Total

Equity
 
Balance at December 31, 2021   1,992,077  $281   $7,555   $128,902  $(37,647 $99,091  $—    $99,091 
Purchase 61,377 shares of Common stock   (61,377  —      —      —     (4,992  (4,992  —     (4,992
Net Income   —     —      —      35,279   —     35,279   —     35,279 
Balance at September 30, 2022   1,930,700  $281   $7,555   $164,181  $(42,639 $129,378  $—    $129,378 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2020   1,994,177  $281   $7,541   $126,804  $(37,502 $97,124  $874  $97,998 
Net (Loss) Income                 (5,021      (5,021  4   (5,017
Purchase of
non-
controlling interest
   —     —      19    —     —     19   (25  (6
                                    
Balance at September 30, 2021   1,994,177  $281   $7,560   $121,783  $(37,502 $92,122  $853  $92,975 
                                    
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements
 
5

PRIMEENERGY RESOURCES CORPORATION
C
ONDENSED
C
ONSOLIDATED
S
TATEMENTS
OF
C
ASH
F
LOWS
Unaudited
Nine months ended September 30, 20212022 and 20202021
(Thousands of dollars)
 
   
2021
  
2020
 
Cash Flows from Operating Activities:
   
Net (Loss)   $(5,017) $(46
Adjustments to reconcile net loss to net cash provided by operating activities:
         
Depreciation, depletion, amortization and accretion on discounted liabilities
   19,990   24,524 
Gain on sale of properties
   (111  (14,967
Unrealized loss (gain) on derivative instruments, net
   7,162   (62
Provision for deferred income taxes
   (1,700)  676 
Changes in operating assets and liabilities:
         
Accounts receivable
   (7,120)  9,073 
Due to related parties
   (4)  —   
Other assets
   (655)  422 
Accounts payable
   6,170   (438
Accrued liabilities
   109   (1,293
   
 
 
  
 
 
 
Net Cash Provided by Operating Activities   18,824   17,889 
   
 
 
  
 
 
 
Cash Flows from Investing Activities:
         
Capital expenditures
   (11,301)  (13,142
Proceeds from sale of properties and equipment
   111   10,777 
   
 
 
  
 
 
 
Net Cash (Used in) Investing Activities
   (11,190)  (2,365
   
 
 
  
 
 
 
Cash Flows from Financing Activities:
         
Purchase of stock for treasury
   —     (709
Purchase of
non-controlling
interests
   (6  )    0   
Proceeds from long-term bank debt and other long-term obligations
   3,000   6,756 
Repayment of long-term bank debt and other long-term obligations
   (8,000)  (18,500
   
 
 
  
 
 
 
Net Cash (Used in) Financing Activities
   (5,006)  (12,453
   
 
 
  
 
 
 
Net Increase in Cash and Cash Equivalents
   2,628   3,071 
Cash and Cash Equivalents at the Beginning of the Period
   996   1,015 
   
 
 
  
 
 
 
Cash and Cash Equivalents at the End of the Period
  $3,624  $4,086 
   
 
 
  
 
 
 
Supplemental Disclosures:
         
Income taxes paid
  $0—    $01 
Interest paid
  $1,384  $1,653 
   
 
 
  
 
 
 
   
2022
  
2021
 
Cash Flows from Operating Activities:         
Net Income (Loss)  $35,279  $(5,017
Adjustments to reconcile net income (loss) to net cash provided by operating activities:         
Depreciation, depletion, amortization and accretion on discounted liabilities   21,931   19,990 
Gain on sale of properties   (15,330  (111
Unrealized (gain) loss on derivative instruments, net   (1,918  7,162 
Provision for deferred income taxes   8,775   (1,700
Changes in operating assets and liabilities:         
Accounts receivable   (2,735  (7,120
Due to related parties   61   (4
Other assets   (308  (655
Accounts payable   (1,114  6,170 
Accrued liabilities   2,705   109 
          
Net Cash Provided by Operating Activities   47,346   18,824 
          
Cash Flows from Investing Activities:         
Capital expenditures   (7,972  (11,301
Proceeds from sale of properties and equipment   15,330   111 
          
Net Cash Provided by (Used in) Investing Activities   7,358   (11,190
          
Cash Flows from Financing Activities:         
Purchase of stock for treasury   (4,992  —   
Purchase of
non-controlling
interests
   —      (6
Proceeds from long-term bank debt and other long-term obligations   —      3,000 
Repayment of long-term bank debt and other long-term obligations   (36,000  (8,000
          
Net Cash (Used in) Financing Activities   (40,992  (5,006
          
Net Increase in Cash and Cash Equivalents   13,712   2,628 
Cash and Cash Equivalents at the Beginning of the Period   10,347   996 
          
Cash and Cash Equivalents at the End of the Period  $24,059  $3,624 
          
Supplemental Disclosures:         
Income taxes paid  $61  $—   
Interest paid  $714  $1,384 
          
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements
 
6

PRIMEENERGY RESOURCES CORPORATION
N
OTES
TO
C
ONDENSED
C
ONSOLIDATED
F
INANCIAL
S
TATEMENTS
September 30, 20212022
(1) Basis of Presentation:
The accompanying condensed consolidated financial statements of PrimeEnergy Resources Corporation (“PrimeEnergy” or the “Company”) have not been audited by independent public accountants. Pursuant to applicable Securities and Exchange Commission (“SEC”) rules and regulations, the accompanying interim financial statements do not include all disclosures presented in annual financial statements and the reader should refer to the Company’s Form
10-K
for the year ended December 31, 2020.2021. In the opinion of management, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s condensed consolidated balance sheets as of September 30, 20212022 and December 31, 2020,2021, and the condensed consolidated resultsstatements of operations, equity and cash flows and equity for the nine months ended September 30, 20212022 and 2020.2021.
As of September 30, 2021,2022, PrimeEnergy’s significant accounting policies are consistent with those discussed in Note 1—Description of Operations and Significant Accounting Policies of its consolidated financial statements contained in PrimeEnergy’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2020.2021. Certain amounts presented in prior period financial statements have been reclassified for consistency with current period presentation. The results for interim periods are not necessarily indicative of annual results. For purposes of disclosure in the condensed consolidated financial statements, subsequent events have been evaluated through the date the statements were issued.issued and included in Footnote 2.
(2) Acquisitions and Dispositions:
In
 the first quarter of 2022, the Company sold
1,809
net leasehold acres in Reagan and Midland Counties, Texas through two separate transactions receiving gross proceeds of $
14.0
 million.
Historically
In 
the second quarter of 2022, the Company has repurchased sold
241
net acres in Canadian County, Oklahoma for $
845,000
.
In
the intereststhird quarter of 2022, the Company sold an additional
113
net acres in Canadian County, Oklahoma for $
423,700
.
On
November 14, 2022, the Company completed an acreage exchange of approximately 725 net acres in the Midland Basin creating a block of
1,200
contiguous acres. The Company entered into an agreement, including this acreage, to create a
2,560
-acre
AMI for the joint development of horizontal wells. As part of the partners and trust unit holders in the oil and gas limited partnerships (the “Partnerships”) and the asset and business income trusts (the “Trusts”) managed byagreement, the Company as generalsold a portion of its interest in this acreage to the joint development partner and as managing trustee, respectively. The Company repurchased $6,000for proceeds of such
$
non-controlling16.1
 
interests during the nine months ended September 30, 2021.million.
(3) Additional Balance Sheet Information:
Certain balance sheet amounts are comprised of the following:
 
(Thousands of dollars)
  
September,
30, 2021
   
December 31,
2020
 
Accounts Receivable:
          
Joint interest billing
  $2,589   $2,475 
Trade receivables
   1,866    1,073 
Oil and gas sales
   10,084    3,469 
Other
   400    802 
   
 
 
   
 
 
 
    14,939    7,819 
Less: Allowance for doubtful accounts
   (598   (598
   
 
 
   
 
 
 
Total
  $14,341   $7,221 
   
 
 
   
 
 
 
Accounts Payable:
          
Trade
  $7,011   $876 
Royalty and other owners
   3,724    3,569 
Partner advances
   223    193 
Other
   429    579 
   
 
 
   
 
 
 
Total
  $11,387   $5,217 
   
 
 
   
 
 
 
Accrued Liabilities:
          
Compensation and related expenses
  $3,259   $3,331 
Property costs
   2,533    2,056 
Taxes
   866    1,016 
Other
   238    384 
   
 
 
   
 
 
 
Total
  $6,896   $6,787 
   
 
 
   
 
 
 
(Thousands of dollars)
  
September 30,

2022
   
December 31,

2021
 
Accounts Receivable:
          
Joint interest billing  $2,338   $1,902 
Trade receivables   1,780    1,429 
Oil and gas sales   13,095    11,154 
Other   101    94 
           
    17,314    14,579 
Less: Allowance for doubtful accounts   (371   (371
           
Total  $16,943   $14,208 
           
Accounts Payable:          
Trade  $1,428   $2,390 
Royalty and other owners   3,605    2,802 
Partner advances   1,062    1,209 
Other   73    881 
           
Total  $6,168   $7,282 
           
7

(Thousands of dollars)
  
September 30,

2022
   
December 31,

2021
 
Accrued Liabilities:
          
Compensation and related expenses  $4,211   $3,919 
Property costs   3,011    2,901 
Taxes   3,213    893 
Other   91    108 
           
Total  $10,526   $7,821 
           
(4) Property and Equipment:
Property and equipment at September 30, 2021 and December 31, 2020 consisted of the following:
(Thousands of dollars)
  
September 
30,
 
2021
   
December 31,
2020
 
Proved oil and gas properties, at cost
  $531,475   $520,488 
Less: Accumulated depletion and depreciation
   (354,978)   (335,390
   
 
 
   
 
 
 
Oil and Gas Properties, Net
  $176,497   $185,098 
   
 
 
   
 
 
 
Field and office equipment
  $27,018   $26,797 
Less: Accumulated depreciation
   (21,244)   (20,842
   
 
 
   
 
 
 
Field and Office Equipment, Net
  $5,774   $5,955 
   
 
 
   
 
 
 
Total Property and Equipment, Net
  $182,271   $191,053 
   
 
 
   
 
 
 
(5) Long-Term Debt:
Bank Debt:
On February 15, 2017, the Company and its lenders entered into a Third Amended and Restated Credit Agreement (the “2017 Credit Agreement”) with a maturity date of February 15, 2021. Under the 2017 Credit Agreement, the Company has a revolving line of credit and letter of credit facility of up to $300 million subject to a borrowing base that is determined semi-annually by the lenders based upon the Company’s financial statements and the estimated value of the Company’s oil and gas properties, in accordance with the Lenders’ customary practices for oil and gas loans. The credit facility is secured by substantially all of the Company’s oil and gas properties. The 2017 Credit Agreement includes terms and covenants that require the Company to maintain a minimum current ratio and total indebtedness to EBITDAX (earnings before depreciation, depletion, amortization, taxes, interest expense and exploration costs) ratio, as defined, and restrictions are placed on the payment of dividends, the amount of treasury stock the Company may purchase, commodity hedge agreements, and loans and investments in its consolidated subsidiaries and limited partnerships.
During 2020, the 2017 Credit Agreement was amended to add loans under the Paycheck Protection Program to the Permitted loans, as defined in the agreement.
On February 11,December 20, 2021 the Company and its lenderscompany entered into a SixthSeventh Amendment to the 2017 Credit Agreement.Agreement and Citibank N.A was appointed as successor administrative agent replacing PNC Bank. Under this amendment the Company’s borrowing base is $40$50 million. Borrowings under the 2017 Credit Agreement will bear interest at aalternate base rate (ABR) plus an applicable margin ranging from 2.00% to 3.00% or at the Company’s option, at LIBORa rate equal to the secured overnight financing rate (SOFR rate) as administered by the SOFR Administrator, in this case the Federal Reserve Bank of New York, plus an applicable margin ranging from 3.00% to 4.00%. The 2017 Credit Agreement will mature onmatures February 11, 2023. The current borrowing base review and maturity extension was completed on July 5, 2022. The Company’s borrowings under this credit facility approximates fair value because the interest rates are variable and reflective of market rates.
On
September
 30, 2021, July 5, 2022 , the Company hadand its lenders entered into a Fourth Amended and Restated Credit Agreement (the “2022 Credit Agreement”) with a maturity date of June 1, 2026. Under the 2022 Credit Agreement, the Company has a revolving line of credit and letter of credit facility of up to $300 million subject to a borrowing base that is determined semi-annually by the lenders based upon the Company’s financial statements and the estimated value of the Company’s oil and gas properties, in accordance with the Lenders’ customary practices for oil and gas loans. The initial borrowing base of the agreement is $75 million. The credit facility is secured by substantially all of the Company’s oil and gas properties. The 2022 Credit Agreement includes terms and covenants that require the Company to maintain a minimum current ratio and total indebtedness to EBITDAX (earnings before depreciation, depletion, amortization, taxes, interest expense and exploration costs) ratio, as defined, and restrictions are placed on the payment of $31.5 milliondividends, the amount of treasury stock the Company may purchase, and commodity hedge agreements.
As of September 30, 2022 the Company had
 no borrowings outstanding under its current revolving credit facility at a weighted-average interest rate of 5.35% and
$
8.5 million was available for future borrowings. The combined weighted average interest rate paid on outstanding bank borrowings subject to base rate and LIBO interest was 5.31% for the
nine
months ended
September
 30, 2021 as compared to 3.94% for
nine
months ended
September
 30, 2020.
facility.
Paycheck Protection Program Loans
During May 2020, Prime Operating Company and Eastern Oil Well Services Corporation, subsidiaries of the Company received loan proceeds in the amount of $1.28 million and $0.47 million, respectively, under the Paycheck Protection Program (the “PPP”) of the CARES Act, which was enacted March 27, 2020. The PPP Loans are evidenced by a promissory note in favor of the Lender, which bears interest at the rate of 1.00% per annum. No payments of principal or interest are due under the note until the date on which the amount of loan forgiveness (if any) under the CARES Act, which can be up to 10 months after the end of the related notes covered period (which is defined as 24 weeks after the date of the loan) (the “Deferral Period”). The note may be prepaid at any time prior to maturity with no prepayment penalties. Funds from the PPP Loans may be used only for payroll and related costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations that were incurred prior to February 15, 2020 (the “Qualifying Expenses”). Under the terms of the PPP Loans, certain amounts thereunder may be forgiven if they are used for Qualifying Expenses as described in and in compliance with the CARES Act. The Company utilized the PPP Loan proceeds exclusively for Qualifying Expenses during the
24-week
coverage period and has submitted its application for forgiveness in accordance with the terms of the CARES Act and related guidance. In the event the PPP Loan or any portion thereof is forgiven, the amount forgiven is applied to the outstanding principal.
8

To the extent, if any, that any or all of the PPP loans are not forgiven, beginning one month following
expi
ration of the Deferral Period, and continuing monthly until 24 months from the date of each applicable Note (the “Maturity Date”), the Company is obligated to make monthly payments of principal and interest to the Lender with respect to any unforgiven portion of the Note, in such equal amounts required to fully amortize the principal amount outstanding on such Note as of the last day of the applicable Deferral Period by the applicable Maturity Date. The Company accounts for these loans on the balance sheet as financial liabilities reported within the following lines: Current portion of long-term debt in the amount of $1. 37 million and included as part of the long-term bank debt in the amount of $323 thousand.
(6)(5) Other Long-Term Obligations and Commitments:
Operating Leases:
The Company leases office facilities under operating leases and recognizes lease expense on a straight-line basis over the lease term. Leases assets and liabilities are initially recorded at commencement date based on the present value of lease payments over the lease term.
A new finance lease for office equipment is included in property and equipment, other current liabilities and other long-term liabilities this quarter. As
most of the Company’s lease contracts do not provide an implicit discount rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The weighted average discount rate used was 5.5%. Certain leases may contain variable costs above the minimum required payments and are not included in the
right-of-use
assets or liabilities. Leases may include renewal, purchase or termination options that can extend or shorten the term of the 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 not recorded on the balance sheet.
8

Operating
 lease costs for the nine months ended September 30, 20212022 were $
$450,000468
. thousand. Cash payments included in the operating lease costcosts for the nine months ended September 30, 20212022 were $
$433,000499
. thousand. The weighted-average remaining operating lease terms is range between
11.5 6
to
30
months.
The Company amended certain leases for office space in Texas providing for remaining payments of $299,000 in 2021, $158,000$174,000 in 2022, $251,000 in 2023, $107,000 in 2024 and $17,000$27,000 in 2023.2025.
Rent
Office
 space rent expense for office space for the nine months ended September 30, 2022 and 2021 was $563,000 and 2020 was $441,000, and $496,000, respectively.
The payment schedule for the Company’s operating lease obligations as of September 30, 20212022 is as
follows:
 
(Thousands of dollars)
  
Operating
Leases
 
2021
  $144 
2022
   158 
2023
   17 
   
 
 
 
Total undiscounted lease payments
  $319 
Less: Amount associated with discounting
   (11)
   
 
 
 
Net operating lease liabilities
  $308 
   
 
 
 
(Thousands of dollars)
  Operating Leases 
2022   174 
2023   251 
2024   107 
2025   27 
      
Total undiscounted lease payments  $559 
Less: Amount associated with discounting   (54
      
Net operating lease liabilities  $505 
      
Asset Retirement Obligation:
A reconciliation of the liability for plugging and abandonment costs for the
nine
months ended September 30,
2021
2022 is as follows:

(Thousands of dollars)
  
September
 30,
 
2021
 
Asset retirement obligation at December 31, 2020
  $13,660 
Liabilities incurred
   721 
Liabilities settled
   (1,047)
Accretion expense
   487 
   
 
 
 
Asset retirement obligation at
September
 30, 2021
  $13,821 
   
 
 
 
 
9

(Thousands of dollars)
  
September 30,

2022
 
Asset retirement obligation at December 31, 2021  $14,295 
Liabilities incurred   11 
Liabilities settled   (1,276
Accretion expense   503 
      
Asset retirement obligation at September 30, 2022  $13,533 
      
(7)(6) Contingent Liabilities:
The Company, as managing general partner of the affiliated Partnerships, is responsible for all Partnership activities, including the drilling of development wells and the production and sale of oil and gas from productive wells. The Company also provides the administration, accounting and tax preparation work for the Partnerships, and is liable for all debts and liabilities of the affiliated Partnerships, to the extent that the assets of a given limited Partnership are not sufficient to satisfy its obligations.
The Company is subject to environmental laws and regulations. Management believes that future expenses, before recoveries from third parties, if any, will not have a material effect on the Company’s financial condition. This opinion is based on expenses incurred to date for remediation and compliance with laws and regulations, which have not been material to the Company’s results of operations.
From time to time, the Company is party to certain legal actions arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, management does not expect these matters to have a materially adverse effect on the financial position or results of operations of the Company.
(8)(7) Stock Options and Other Compensation:
In May 1989,
non-statutory
stock options were granted by the Company to 4four key executive officers for the purchase of shares of common stock. At September 30, 20212022 and 2020,2021, remaining options held by two key executive officers on 767,500 shares were outstanding and exercisable at prices ranging from $1.00 to $1.25. According to their terms, the options have no expiration date.
(9)(8) Related Party Transactions:
The Company, as managing general partner or managing trustee, makes an annual offer to repurchase the interests of the partners and trust unit holders in certain of the Partnerships or Trusts. The Company repurchased $6,000 of such
non-controlling
interests during the nine months ending September 30, 2021. Payables owed to related parties primarily represent receipts collected by the Company as agent for the joint venture partners, which may include members of the Company’s Board of Directors, for oil and gas sales net of expenses.
9

(10)
(9) Financial Instruments
Fair Value Measurements:
Authoritative
guidance on fair value measurements defines fair value, establishes a framework for measuring fair value and stipulates the related disclosure requirements. The Company follows a three-level hierarchy, prioritizing and defining the types of inputs used to measure fair value. The fair values of the Company’s interest rate swaps, natural gas and crude oil price collars and swaps are designated as Level 3.
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis at September 30, 20212022 and December 31, 2020:2021:
 
September 30, 2021
  
Quoted Prices in
Active Markets
For Identical
Assets (Level 1)
   
Significant
Other
Observable
Inputs (Level 2)
   
Significant
Unobservable
Inputs (Level 3)
   
Balance at
September 30,
2021
 
(Thousands of dollars)
                
Liabilities
                    
Commodity derivative contracts
  $—     $—     $(7,834)  $(7,834)
   
 
 
   
 
 
   
 
 
   
 
 
 
Total liabilities
  $—     $—     $(7,834)  $(7,834)
   
 
 
   
 
 
   
 
 
   
 
 
 
September 30, 2022
  
Quoted Prices in

Active Markets

For Identical

Assets (Level 1)
   
Significant

Other

Observable

Inputs (Level 2)
   
Significant

Unobservable

Inputs (Level 3)
   
Balance at

September 30,

2022
 
(Thousands of dollars)
                
Assets                    
Commodity derivative contracts  $—     $—     $308   $308 
                     
Total assets  $—     $—     $308   $308 
                     
Liabilities                    
Commodity derivative contracts  $—     $—     $(3,975  $(3,975
                     
Total liabilities  $—     $—     $(3,975  $(3,975
                     
 
December 31, 2020
  
Quoted Prices in
Active Markets
For Identical
Assets (Level 1)
   
Significant
Other
Observable
Inputs (Level 2)
   
Significant
Unobservable
Inputs (Level 3)
   
Balance at
December 31,
2020
 
(Thousands of dollars)
                
Assets
                    
Commodity derivative contracts
  $—     $—     $97   $97 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total assets
  $—     $—     $97   $97 
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities
                    
Commodity derivative contract
  $—     $—     $(768  $(768
   
 
 
   
 
 
   
 
 
   
 
 
 
Total liabilities
  $—     $—     $(768  $(768
   
 
 
   
 
 
   
 
 
   
 
 
 
1
0

December 31, 2021
  
Quoted Prices in

Active Markets

For Identical

Assets (Level 1)
   
Significant

Other

Observable

Inputs (Level 2)
   
Significant

Unobservable

Inputs (Level 3)
   
Balance at

December 31,

2021
 
(Thousands of dollars)
                
Assets                    
Commodity derivative contracts  $—     $—     $—     $—   
                     
Total assets  $—     $—     $—     $—   
                     
Liabilities                    
                     
Total liabilities  $—     $—     $(5,585  $(5,585
                     
The derivative contracts were measured based on quotes from the Company’s counterparties. Such quotes have been derived using valuation models that consider various inputs including current market and contractual prices for the underlying instruments, quoted forward prices for natural gas and crude oil, volatility factors and interest rates, such as a LIBOR curve for a similar length of time as the derivative contract term as applicable. These estimates are verified using comparable NYMEX futures contracts or are compared to multiple quotes obtained from counterparties for reasonableness.
The significant unobservable inputs for Level 3 derivative contracts include basis differentials and volatility factors. An increase (decrease) in these unobservable inputs would result in an increase (decrease) in fair value, respectively. The Company does not have access to the specific assumptions used in its counterparties’ valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided.
The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy for the quarternine months ended September 30, 2021.2022.
 
(Thousands of dollars)
        
Net Liabilities – December 31, 2020
  $(671
Net Liabilities – December 31, 2021  $(5,585
Total realized and unrealized (gains) losses:
      
Included in earnings (a)
   (10,058)   (12,074
Purchases, sales, issuances and settlements
   2,895    13,992 
  
 
     
Net Liabilities — September 30, 2021
  $(7,834)
Net Liabilities - September 30, 2022  $(3,667
  
 
     
 
(a)
Derivative instruments are reported in revenues as realized gain/loss and on a separately reported line item captioned unrealized gain/loss on derivative instruments.
10

Derivative Instruments:
The Company is exposed to commodity price and interest rate risk, and management considers periodically the Company’s exposure to cash flow variability resulting from the commodity price changes and interest rate fluctuations. Futures, swaps and options are used to manage the Company’s exposure to commodity price risk inherent in the Company’s oil and gas production operations. The Company does not apply hedge accounting to any of its commodity-based derivatives. Both realized and unrealized gains and losses associated with commodity derivative instruments are recognized in earnings.
The following table sets forth the effect of derivative instruments on the consolidated balance sheets at September 30, 20212022 and December 31, 2020:2021: 

      
Fair Value
 
(Thousands of dollars)
  
Balance Sheet Location
  
September 
30,
 
2021
   
December 31,
2020
 
Asset Derivatives:
             
Derivatives not designated as cash-flow hedging instruments:
             
Natural gas commodity contracts
  
Derivative asset long-term and

other assets
   —     $97 
      
 
 
   
 
 
 
Total
     $—     $97 
      
 
 
   
 
 
 
Liability Derivatives:
             
Derivatives not designated as cash-flow hedging instruments:
             
Crude oil commodity contracts
  Derivative liability short-term  $(3,994)  $(428
Natural gas commodity contracts
  Derivative liability short-term   (2,183)   (296
Crude oil commodity contracts
  Derivative liability long-term   (1,178)   —   
Natural gas commodity contracts
  Derivative liability long-term   (479)   (44
      
 
 
   
 
 
 
Total
     $(7,834)  $(768
      
 
 
   
 
 
 
Total derivative instruments
     $(7,834)  $(671
      
 
 
   
 
 
 
1
1

      
Fair Value
 
(Thousands of dollars)
  
Balance Sheet Location
  
September 30,

2022
   
December 31,

2021
 
Asset Derivatives:
             
Derivatives not designated as cash-flow hedging instruments:
             
Crude oil commodity contracts  Derivative asset short-term  $308   $—   
              
Total     $308   $—   
              
Liability Derivatives:
             
Derivatives not designated as cash-flow hedging instruments:
             
Crude oil commodity contracts  Derivative liability short-term  $(2,072  $(3,992
Natural gas commodity contracts  Derivative liability short-term   (1,903   (943
Crude oil commodity contracts  Derivative liability long-term   —      (490
Natural gas commodity contracts  Derivative liability long-term   —      (160
              
Total derivative instruments     $(3,975  $(5,585
              
Total derivative instruments     $(3,667  $(5,585
              
The following table sets forth the effect of derivative instruments on the consolidated statements of operations for the nine months ended September 30, 20212022 and 2020:2021: 
 
      
Amount of gain/loss
recognized in income
 
(Thousands of dollars)
  
Location of gain/loss recognized in income
  
2021
   
2020
 
Derivatives not designated as cash-flow hedge instruments:
           
Natural gas commodity contracts
 
Unrealized
 
gain
 
(loss)
 
on
 
derivative
 
instruments,
 
net
  (2,418)   (576)  
Crude oil commodity contracts
 
Unrealized
 
(loss)
 
gain
 
on
 
derivative
 
instruments,
 
net
  (4,744)   514 
Natural gas commodity contracts
 
Realized gain (loss) on derivative instruments, net
  (1,009)   533 
Crude oil commodity contracts
 
Realized (loss) on derivative instruments, net
  (1,887)   5,643 
    
 
 
   
 
 
 
    $(10,058)
  $6,114 
    
 
 
   
 
 
 
      
Amount of gain/loss

recognized in income
 
(Thousands of dollars)
  
Location of gain/loss recognized in income
  
2022
   
2021
 
Derivatives not designated as cash-flow hedge instruments:
             
Natural gas commodity contracts  Unrealized (loss) on derivative instruments, net  $(800  $(2,418
Crude oil commodity contracts  Unrealized gain (loss) on derivative instruments, net   2,718    (4,744
Natural gas commodity contracts  Realized (loss) on derivative instruments, net   (3,603   (1,009
Crude oil commodity contracts  Realized (loss) on derivative instruments, net   (10,389   (1,887
              
      $(12,074  $(10,058
              
 
1
2
11

(11)(10) Earnings Per Share:
Basic earnings per share are computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect per share amounts that would have resulted if dilutive potential common stock had been converted to common stock in gain periods. The following reconciles amounts reported in the financial statements:
   
Nine Months Ended September 30,
 
   
2022
   
2021
 
   
Net Income
(In 000’s)
   
Weighted

Average

Number of

Shares

Outstanding
   
Per

Share

Amount
   
Net

Loss

(In 000’s)
  
Weighted

Average

Number of

Shares

Outstanding
   
Per

Share

Amount
 
Basic  $35,279    1,965,334   $17.95   $(5,021  1,994,177   $(2.52
Effect of dilutive securities:                             
Options (a)   —      757,218    —                 
                              
Diluted  $35,279    2,722,522   $12.96   $(5,021  1,994,177   $(2.52
                              
 
   
Nine Months Ended September 30,
 
   
2021
  
2020
 
   
Net Loss
(In
000’s)
  
Weighted
Average
Number of
Shares
Outstanding
   
Per
Share
Amount
  
Net
Income
(In
000’s)
   
Weighted
Average
Number of
Shares
Outstanding
   
Per
Share
Amount
 
Basic
  $(5,021)  1,994,177   $(2.52  $65    1,994,175   $0.03 
Effect of dilutive securities:
                            
Options (a)
                     758,367      
   
 
 
  
 
 
       
 
 
   
 
 
      
Diluted
  $(5,021)  1,994,177   $(2.52 $65    2,752,542   $0.02 
   
 
 
  
 
 
       
 
 
   
 
 
      
  
   
Three Months Ended September 30,
 
   
2021
  
2020
 
   
Net Loss

(In
000’s)
  
Weighted
Average
Number of
Shares
Outstanding
   
Per
Share
Amount
  
Net
Income
(In
000’s)
   
Weighted
Average
Number of
Shares
Outstanding
   
Per
Share
Amount
 
Basic
  $(1,163)  1,994,177   $(0.58)   $6,501    1,994,177   $3.26 
Effect of dilutive securities:
                            
Options (a)
                —      756,154      
   
 
 
  
 
 
       
 
 
   
 
 
      
Diluted
  $(1,163)  1,994,177   $(0.58)   $6,501    2,750,331   $2.36 
   
 
 
  
 
 
       
 
 
   
 
 
      
   
Three Months Ended September 30,
 
   
2022
   
2021
 
   
Net Income

(In 000’s)
   
Weighted

Average

Number of

Shares

Outstanding
   
Per

Share

Amount
   
Net

Loss

(In 000’s)
  
Weighted

Average

Number of

Shares

Outstanding
   
Per

Share

Amount
 
Basic  $13,154    1,937,091   $6.79   $(1,163  1,994,177   $(0.58
Effect of dilutive securities:                             
Options (a)   —      757,815    —      —     —      —   
                              
Diluted  $13,154    2,694,906   $4.88   $(1,163  1,994,177   $(0.58
                              
 
(a)
The effect of the 767,500
outstanding stock options is antidilutive for the nine and three months ended September 30, 2021 due to net loss for these periods.
1
312


Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements included elsewhere in this Report contain additional information that should be referred to when reviewing this material.

OVERVIEW

We are an independent oil and natural gas company engaged in acquiring, developing, and producing oil and natural gas. We presently own producing and

non-producing
properties located primarily in Texas, and Oklahoma. We also own a 12.5% overriding royalty interest in over 30,000 acres in the state of West Virginia. We are currently not receiving revenue from this asset, as development has not begun. In addition, we own well-servicing equipment and, through a substantial amountwholly owned offshore company, a 60-mile-long pipeline offshore on the shallow shelf of well servicing equipment.Texas not currently in use. We also hold a 33.3% interest in a limited partnership that owns a 138,000-square-foot retail shopping center on ten acres in Prattville, Alabama. There is currently no debt on the shopping center and it has approximately $500,000 of working capital on its balance sheet. All of our oil and gas properties and interests are located in the United States. Assets in our principal focus areas include mature properties with long-lived reserves and significant development opportunities, as well as, newer properties with development and exploration potential. We believe our balanced portfolio of assets and our ongoing hedging program positionpositions us well for both the current commodity price environment and future potential upside as we develop our attractive resource opportunities. Our primary sources of liquidity are cash generated from our operations, and our credit facility.
facility and existing cash on our balance sheet.

In addition to developing our oil and natural gas reserves, we continue to actively pursue the acquisition of producing properties. We attempt to assume the position of operator in all acquisitions of producing properties and will continue to evaluate properties for leasehold acquisition and for exploration and development operations in areas in which we own interests. To diversify and broaden our asset base, we will consider acquiring the assets or stock in other entities in the oil and gas business. Our main objective in making any such acquisitions will be to acquire income-producing assets or developable leasehold acreage to build stockholder value through consistent growth and development of our oil and gas reserve base on a cost-effective basis.

Our cash flows depend on many factors, including the price of oil gas, and natural gas, liquids (NGL’s), the success of our acquisition and drilling activities, and the operational performance of our producing properties. We use derivative instruments to manage our commodity price risk. This practice may prevent us from receiving the full advantage of any increases in commodityoil and gas prices above the maximum fixed amount specified in the derivative agreements and subjects us to the credit risk of the counterparties to such agreements. Since all our derivative contracts are accounted for under

mark-to-market
accounting, we expect continued volatility in gains and losses on
mark-to-market
derivative contracts in our consolidated statement of operations as changes occur in the NYMEX price indices.
Our existing derivative instruments expire in March of 2023 and at this time we do not intend to enter into future derivative contracts unless required for our bank line of credit.

Our financial results depend on many factors, particularly the price of natural gas and crude oil and NGLs and our ability to market our productsproduction on economically attractive terms. Commodity prices are affected by many factors outside of our control, including changes in market supply and demand, which are impacted by weather conditions, pipeline capacity constraints, inventory storage levels, basis differentials and other factors. In addition, our realized prices are further impacted by our derivative and hedging activities.

activities when used to manage commodity price risk. As mentioned above, our existing contracts are set to expire in March of 2023 and we currently do not intend to use future derivative contracts unless required by our bank loan.

We derive our revenue and cash flow principally from the sale of oil, natural gas, and NGLs. As a result, our revenues are determined, to a large degree, by prevailing prices for crude oil, natural gas, and NGLs. We sell our oil and natural gas and NGLs on the open market and to local processing companies at prevailing market prices or through forward delivery contracts. Because some of our operations are located outside major markets, we are directly impacted by regional prices regardless of Henry Hub, WTI or other major market pricing. The market price for oil, natural gas, and NGLs is dictated by supply and demand; consequently, we cannot accurately predict or control the pricesprice we may receive for our produced products.oil, natural gas, and NGLs. Index prices for oil, natural gas, and NGLsNGL’s are considerably higher than and we expectin the recent past, however, prices to remainmay be volatile and, consequently, we cannot determine with any degree of certainty what effect increases or decreases in these prices will have on our capital program, production volumes or revenue.

13


We are the operator of the majority of our developed and undeveloped acreage which is nearly all held by production. In the Permian Basin of West Texas and eastern New Mexico the Company maintains an acreage position of approximately 19,68016,960 gross (12,460(10,640 net) acres, 97%96.5% of which is located in Reagan, Upton, Martin, and Midland counties of Texas where our current West Texas horizontal drilling activity isactivities are focused. ThisWe believe this acreage has significant resource potential in the Spraberry and Wolfcamp intervals for additional horizontal drilling that could support the drilling of more thanas many as 250 additional horizontal wells. In Oklahoma we maintain an acreage position of approximately 49,76547,120 gross (10,953(10,300 net) acres. Our Oklahoma horizontal development is focused primarily in Canadian, Kingfisher, Grady, Garfield, Major and Garvin counties. We believe approximately 5,5795,800 net acres in these counties hold significant additional resource potential that could support the drilling of as many as 4950 new horizontal wells based on an estimate of four wells per section, depending onmulti-section drilling unit, two in the reservoir target area.Mississippian and two in the Woodford Shale. Should we choose to participate with a working interest in future development, our share of these future capital expenditures would be approximately $34$34.6 million at an average 10% ownership level.

Future development plans are established based on various factors, including the expectation of available cash flows from operations and availability of funds under our revolving credit facility.

14

District Information:

Information

The following table represents certain reservereserves and well information as of December 31, 2020.

   
Gulf
Coast
   
Mid-
Continent
   
West
Texas
   
Other
   
Total
 
Proved Reserves as of December 31, 2020 (MBoe)
                         
Developed
   517    1,575    5,116    6    7,214 
Undeveloped
   —      95    3,126    —      3,221 
Total
   517    1,670    8,242    6    10,435 
Average Daily Production (Boe per day)
   297    788    3,178    2    4,265 
Gross Productive Wells (Working Interest and ORRI Wells)
   239    549    556    170    1,514 
Gross Productive Wells (Working Interest Only)
   209    485    518    69    1,281 
Net Productive Wells (Working Interest Only)
   124    217    263    2    606 
Gross Operated Productive Wells
   158    209    325    —      692 
Gross Operated Water Disposal, Injection and Supply wells
   9    53    6    —      68 
2021.

Proved Reserves as of December 31, 2021 (MBoe)  Gulf
Coast
   Mid-
Continent
   West
Texas
   Other   Total 

Developed

   906    2,383    8,957    6    12,252 

Undeveloped Total

   —      —      —      —      —   

Average Net Daily Production (Boe per day)

   336    747    2,878    3    3,964 

Gross Productive Wells (Working Interest and ORRI Wells)

   207    549    576    200    1,532 

Gross Productive Wells (Working Interest Only)

   189    400    530    88    1,207 

Net Productive Wells (Working Interest Only)

   105    189    263    6    564 

Gross Operated Productive Wells

   137    195    321    —      653 

Gross Operated Water Disposal, Injection and Supply wells

   7    44    6    —      57 

In several of our producing regions we have field service groups to service our operated wells and locations as well as third-party operators in the area.operators. These services consist of well service support, site preparation and construction services for drilling and workover operations. Our operations are performed utilizing workover andor swab rigs, water transport trucks, hot oil trucks, saltwater disposal facilities, various land excavating equipment and trucks we own and that are operated by our field employees.

Gulf Coast Region

Our development, exploitation, exploration, and production activities in the Gulf Coast region are primarily production and development of our existing operated properties concentrated in east and southeast Texas. This region is managed from our office in Houston, Texas. Principal producing intervals are in the Wilcox, San Miguel, Olmos, and Yegua formations at depths ranging from 3,000 to 12,500 feet. WeAs of December 31, 2021, we had 239207 producing wells (124(105 net) in the Gulf Coast region, as of December 31, 2020, of which 158137 wells are operated by us. The Average net daily production in our Gulf Coast Region in 20202021 was 297336 Boe. OnAt December 31, 2020,2021, we had 517906 MBoe of proved reserves in the Gulf Coast region, which represented 5%7% of our total proved reserves. We maintain an acreage position of over 11,54810,700 gross (3,968(3,215 net) acres in this region, primarily in Dimmit and Polk counties. We operate a field service group in this region from a field office in Carrizo Springs, Texas utilizing four workover rigs, nineteentwenty-three water transport trucks, two saltwater disposal wells two hot oilers,and several trucks and excavating equipment. Services including well service support, site preparation and construction services for drilling and workover operations are provided to third-party operators as well as utilized in our own operated wells and locations. The Company also owns, through its wholly-owned offshore company, a 60-mile-long pipeline on the shallow shelf of Texas that is currently idle but may someday have value. As of September 30, 2021,2022, the Gulf Coast region has no operated wells in the process of being drilled, no waterfloods in the process of being installed and no other related activities of material importance.

Mid-Continent

Region

Our

Mid-Continent
activities are concentrated in central Oklahoma. This region is managed from our office in Oklahoma City, Oklahoma. As of December 31, 2021, we had 549 producing wells (189 net) in the Mid-Continent area, of which 195 wells are operated by us. Principal producing intervals are in the Roberson, Avant, Skinner, Sycamore, Bromide, McLish, Hunton, Mississippian, Oswego, Red Fork, and Chester formations at depths ranging from 1,100 to 10,500 feet. Average net daily production in our Mid-Continent Region in 2021 was 747 Boe. On December 31, 2021, we had 2,383 MBoe of proved reserves in the Mid-Continent area, representing 20% of our total proved reserves. We maintain an acreage position of approximately 47,120 gross (10,300 net) acres in this region, primarily in Canadian, Kingfisher, Grant, Major, and Garvin counties. Our Mid-Continentregion is actively participating with third-party operators in the horizontal development of lands that include Company-owned interestCompany owned interests in several counties in the Stack and Scoop plays of Oklahoma where drilling is primarily targetingtargets reservoirs of the Mississippian and Woodford formations.

14


In the second quarterfirst half of 2021,2022, in the Mid-Continent region, the Company participated for 11.25% with Ovintiv

Mid-Continent,
LLC9.38% interest in the drilling of four horizontal wells in Canadian County, Oklahoma targeting the Mississippian and Woodford formations, which are currently in the process of being completed. Our share of these will be approximately $2.8 million. As of September 30, 2021, our
Mid-Continent
region has four other wells operated by third parties thatOvintiv Mid-Continent Inc. All four wells have been drilled but have yetcompleted and are online as of August 1st. The resulting production is an addition to be completed. These four wells were included as Proved Undevelopedour 2021 year-end proved producing reserve base. The Company divested of 354 non-strategic acres in the 2020
year-end
reserve report: one for 9.9% interest and three for less than one percent
 interest.
Canadian County, year-to-date, with proceeds of $1.269 million.

West Texas Region

Our West Texas activities are concentrated in the Spraberry and Wolfcamp shale plays of the Permian Basin ofencompassing eight counties in West Texas and New Mexico.Texas. The basin covers more than 75,000 square miles and extends across 52 Counties. The Wolfcamp and Spraberry reservoirs of this basin are among the largest contiguous accumulations of oil and gas in the United States. Productionproduced from these reservoirsshales is West Texas Intermediate Sweet

15

Crude oil and high-quality casing-head gas.1,400 Btu. The horizontal target depths range from 7,600 feet to 12,500 feet. This region is managed from our office in Midland, Texas.

As of December 31, 2020,2021, we had 556576 wells (263 net) in the West Texas area, of which 325321 wells are operated by us. Principal producing intervals are in the Wolfcamp and Spraberry formations at depths ranging from 5,500 to 12,500 feet. The average net daily production in Our West Texas Region in 20202021 was 3,1782,878 Boe. On December 31, 2020,2021, we had 8,2428,957 MBoe of proved reserves in the West Texas area, or 79%73% of our total proved reserves. We maintain an acreage position of approximately 19,67916,960 gross (12,461(10,640 net) acres in the Permian Basin in West Texas, primarily in Reagan, Upton, Martin, and Midland counties, and believe this acreage has significant resource potential for horizontal drilling in the Spraberry, Jo Mill, and Wolfcamp intervals. We operate a field service group in this region utilizing nine workover rigs, threefour hot oiler trucks, one kill truck, and two roustabout trucks. Services, including well service support, site preparation, and construction services for drilling and workover operations, are provided to third-party operators as well as utilized infor our operated wells and locations.

In the thirdfirst half of 2022, the Company participated with 10.3% interest in the drilling of four 1.5-mile-long horizontal wells in Irion County, Texas operated by SEM Operating Company, LLC. All four wells have been drilled and completed and began production in early August.

In the fourth quarter of 2021,2022, the Company and Apache Corporation completed nine new Kashmir wells in Upton County, Texas: three eachan acreage exchange agreement with a large independent oil & gas operator to exchange approximately 725 net acres in the Upper Wolfcamp, Jo Mill, and Lower Spraberry reservoirs. Six of these had been drilledMidland Basin. In combination with existing acreage, this newly acquired acreage results in the spring of 2020 and three were drilled early in 2021. The Company owns 47.5%having 100% working interest in these wellsapproximately 1,200 contiguous acres and therefore the ability to efficiently and cost-effectively develop the Wolfcamp formation and other prospective reservoirs through 2-mile-long horizontal laterals.

Along with the 1,200 contiguous acres created from the acreage exchange, the Company has investedcompleted an agreement with a separate prominent independent oil & gas operator to create a 2,560-acre AMI for the joint development of horizontal wells. As part of the agreement, the Company has divested of a portion of its interest to operator for $16.1 million with the ability to acquire additional acreage from the operator located within the AMI. These exchanges should result in an approximately $2450/50 ownership of the development with the operator. This newly formed 2,560 acreage-block will allow the Company to reinvest approximately $90 million

to-date
in their drilling and completions. All nine wells are producing as of October 4, 2021. We believe the additional production from these wells will have a significant impact on the Company’sits cash flow in the drilling of as many as 18 new wells in a very promising area of the Wolfcamp and Spraberry horizontal trend.

In the fourth quarter of 2021.

this year, we plan to participate with 20.8% interest in the drilling of five 2.5-mile-long horizontal wells in Martin County, Texas operated by ConocoPhillips, and to participate with 25% interest in the drilling of ten 2-mile-long horizontals in Reagan County, Texas with Hibernia Energy III, LLC.    In the first quarter of 2023, BTA Oil Producers, LLC has indicated plans to drill nine 2.5-mile-long horizontals in Reagan County, Texas in which the Company will have an average 42 % interest. In addition, we plan to participate for 47% interest in two 3-mile-long horizontals with Apache Corporation in Upton County.    In total, the Company will invest approximately $87 million in these 26 new wells with completions expected in the Spring of 2023 and all to be on production by mid-year 2023.

Reserve Information:

Our interests in proved developed and undeveloped oil and gas properties, including the interests held by the Partnerships, have been evaluated by Ryder Scott Company, L.P. for each of the three years ended December 31, 2020.2021. The professional qualifications of the technical persons primarily responsible for overseeing the preparation of the reserve estimates can be found in Exhibit 99.1, the Ryder Scott Company, L.P. Report on Registrant’s Reserves Estimates. In matters related to the preparation of our reserve estimates, our district managers report to the Engineering Data manager, who maintains oversight and compliance responsibility for the internal reserve estimate process and provides oversight for the annual preparation of reserve estimates of 100% of our

year-end
reserves by our independent third-party engineers, Ryder Scott Company, L.P. The members of our district and central groups consist of degreed engineers and geologists with between approximately twenty and thirty-five years of industry experience, and between eight and

15


twenty-five years of experience managing our reserves. Our Engineering Data manager, the technical person primarily responsible for overseeing the preparation of reserves estimates, has over thirty years of experience, holds a Bachelor’sBachelor degree in Geology and an MBA in finance and is a member of the Society of Petroleum Engineers and American Association of Petroleum Geologist. See Part II, Item 8 “Financial Statements and Supplementary Data”, for additional discussions regarding proved reserves and their related cash flows.

All of our reserves are located within the continental United States. The following table summarizes our oil and gas reserves at each of the respective dates:
   
Reserve Category
     
   
Proved Developed
   
Proved Undeveloped
   
Total
 
As of December 31,
  
Oil
(MBbls)
   
NGLs
(MBbls)
   
Gas
(MMcf)
   
Total
(MBoe)
   
Oil
(MBbls)
   
NGLs
(MBbls)
   
Gas
(MMcf)
   
Total
(MBoe)
   
Oil
(MBbls)
   
NGLs
(MBbls)
   
Gas
(MMcf)
   
Total
(MBoe)
 
2018
   6,404    2,707    21,065    12,622    10    12    124    43    6,414    2,719    21,189    12,665 
2019
   4,381    2,914    19,995    10,268    1,833    1,017    4,547    3,608    6,214    3,931    24,542    14,235 
2020
   2,684    2,258    13,633    7,214    1,784    787    3,897    3,221    4,468    3,045    17,530    10,435 

  Reserve Category                 
  Proved Developed   Proved Undeveloped   Total 

As of December 31,

 Oil
(MBbls)
  NGLs
(MBbls)
  Gas
(MMcf)
  Total
(MBoe)
   Oil
(MBbls)
   NGLs
(MBbls)
   Gas
(MMcf)
   Total
(MBoe)
   Oil
(MBbls)
   NGLs
(MBbls)
   Gas
(MMcf)
   Total
(MBoe)
 
2019  4,381   2,914   19,995   10,628    1,833    1,017    4,547    3,608    6,214    3,931    24,542    14,235 
2020  2,684   2,258   13,633   7,214    1,784    787    3,897    3,221    4,468    3,045    17,530    10,435 
2021  5,386   2,882   23,902   12,252    —      —      —      —      5,386    2,882    23,902    12,252 

(a)

In computing total reserves on a barrelbarrels of oil equivalent (Boe) basis, gas is converted to oil based on its relative energy content at the rate of six Mcf of gas to one barrel of oil and NGLs are converted based upon volume; one barrel of natural gas liquids equals one barrel of oil.

On

In 2019, in West Texas, we participated in the initial three shallow horizontals on our Kashmir tract with one of each of these wells completed in the Wolfcamp “A”, Jo Mill, and Lower Spraberry. The Company has 48% interest in two of these wells and 5.3% in one well. All three wells were brought on production in May of 2019.

In 2020, in West Texas we participated in the drilling of seven wells: one for 8.6% interest which was brought into production in July of 2020, and six wells with an average 47.5% interest that were drilled but not completed at year-end and therefore classified as Proved Undeveloped in the year-end reserve report. The Company invested approximately $8.0 million in these seven wells in 2020. Also in 2020, proved producing reserves were added in West Texas through the addition of 11 horizontal wells completed in Midland County, Texas, in which we receive 0.56% to 1% over-riding royalty interest.

In 2021, in West Texas, we participated with Apache in the drilling of three additional horizontals on the Kashmir Tract in Upton County, Texas and completed these three wells in September of 2021 along with six other wells drilled in 2020 on the same lease that were drilled but uncompleted at year-end 2020. The Company has an average of 47.8% interest in these nine wells and invested approximately $30 million in these horizontal wells.

In our Oklahoma, Scoop-Stack play, in 2019, we participated in the drilling and completion of six wells on our WM Wallace tract for 7.67% interest, and nine wells, included on our Slash, Osborn, and Leon tracts, with an average 1.34% interest. In addition, three wells drilled in Oklahoma in 2018, were completed in 2019 converting 24 Mboe of reserves to proved developed. Also in Oklahoma, six wells designated as Shut-in on December 31, 2018, were brought into production in 2019: five located on our Ruthie tract, and one on our Braum tract.

In 2019, in our Gulf Coast region, we added production through the recompletion of three vertical wells in Polk County, Texas: one operated by the Company in which we have 72.5% interest, and two operated by Unit Petroleum in which the Company owns 2.81% working interest and 3.77% net revenue interest. In 2020, the Company successfully recompleted one additional operated well in the Segno field with a 72.5% interest.

At December 31, 2020, in total, the Company had 3,221 Mboe of proved undeveloped (PUD) reserves attributable to 13 wells operated by others, three10 of which are new wells spud inwere drilled but not completed by year-end 2020, butand three that were not drilled until the first quarter of 2021, and 10 of which that were drilled as of

year-end
but not yet completed.2021. The three new horizontal wellshorizontals along with the six uncompleted wells at year-end were brought online in late September and early October of 2021. These successful new wells are located on our Kashmir tract in Upton County, Texas. They areTexas operated by Apache Corporation and all nine wells are producing as of October 4, 2021.Corporation. These nine PUD wells accountat year-end 2020 accounted for 3,127 Mboe of the total undeveloped reserves at
year-end.
Ourwhere the Company has an average 47.5% share of the total cost ofinterest and invested approximately $30 million dollars in these nine horizontal wells will be approximately $27.8 million.wells. The four remainingother PUD wells, drilled but not completed at
year-end
2020, are located in Grady County, Oklahoma and accountaccounted for 95 Mboe of the total undeveloped reserves.    

At December 31, 2021, the Company had 159 Mboe of proved developed shut-in reserves attributable to three horizontal wells drilled and completed in Canadian County, Oklahoma in December of 2021, but not yet online. Three of the four wells were successfully completed and online in January, 2022, while one well had completion issues and has been temporarily abandoned. Regarding the four drilled but uncompleted PUD wells in Grady County, Oklahoma noted in the paragraph above, reserves previously attributed to these wells were not included in the 2021 year-end reserve report as the operator has no near-term plans for their completion.

16

reserves.


16

four horizontal wells with SEM Operating Company and have received proposals for an additional 24 horizontal wells, 15 of those to begin in the fourth quarter of this year. In total, the Company is likely to invest approximately $75 million in these 28 wells. In Oklahoma, thus far in 2022, the Company is participating for 9.38% interest with Ovintiv Mid-Continent in the drilling of four wells on our Bohlman tract in Canadian County, Oklahoma. These four wells and the four SEM wells in West Texas were placed in production during August of this year. In the first quarter of 2023, we intent to participate with Apache in the drilling of two 3-mile-long horizontals in Upton County, Texas and with BTA Oil Producers in the drilling of nine 2.5 mile-long horizontals in Reagan County, Texas. Additional drilling and future development plans will be established based on an expectation of available cash flows from operations and the availability of funds under our revolving credit facility.

We employ technologies to establish provenproved reserves that have been demonstrated to provide consistent results capable of repetition. The technologies and economic data being used in the estimation of our proved reserves include, but are not limited to, decline curveelectrical logs, radioactivity logs, geologic maps, production data, and volumetric analysis, analogy, geologic mapping, as well as evaluation of reservoir properties, production, and well testwell-test data. The estimated reserves of wells with sufficient production history are estimated using appropriate decline curves. Estimated reserves of producing wells with limited production history and for undeveloped locations are estimated using performance data from analogous wells in the area. These wells are considered analogous based on production performance from the same formation and with similar completion techniques.

The estimated future net revenue (using current prices and costs as of those dates) and the present value of future net revenue (at a 10% discount for estimated timing of cash flow) for our proved developed and proved undeveloped oil and gas reserves at the end of each of the three years ended December 31, 2020,2021, are summarized as follows (in thousands of dollars):

  
Proved Developed
  
Proved Undeveloped
   
Total
 
As of December 31,
 
Future Net
Revenue
  
Present
Value 10
Of Future
Net
Revenue
  
Future Net
Revenue
  
Present
Value 10
Of Future
Net
Revenue
   
Future Net
Revenue
   
Present
Value 10
Of Future
Net
Revenue
   
Present
Value 10
Of Future
Income
Taxes
   
Standardized
Measure of
Discounted
Cash flow
 
2018 $239,337  $161,376  $767  $525   $240,104   $161,901   $23,992   $137,909 
2019 $116,592  $82,155  $42,700  $17,876   $159,292   $100,031   $18,419   $81,612 
2020 $43,886  $34,717  $37,346  $21,823   $81,232   $56,539   $14,920   $41,619 

  Proved Developed  Proved Undeveloped   Total 

As of December 31,

 Future Net
Revenue
  Present
Value 10
Of Future
Net
Revenue
  Future Net
Revenue
  Present
Value 10
Of Future
Net
Revenue
   Future Net
Revenue
   Present
Value 10
Of Future
Net
Revenue
   Present
Value 10
Of Future
Income
Taxes
   Standardized
Measure of
Discounted
Cash flow
 
2019 $116,592  $82,155  $42,700  $17,876   $159,292   $100,031   $18,419   $81,612 
2020 $43,886  $34,717  $37,346  $21,823   $81,232   $56,539   $14,920   $41,619 
2021 $275,227  $171,906  $—   $—    $275,227   $171,906   $36,100   $135,806 

The PV 10 Value represents the discounted future net cash flows attributable to our proved oil and gas reserves before income tax, discounted at 10%. Although this measure is not in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe that the presentation of the PV10 Value is relevant and useful to investors because it presents the discounted future net cash flow attributable to proved reserves beforeprior to taking into account corporate future income taxes and the current tax structure. We use this measure when assessing the potential return on investment related to oil and gas properties. The PV10 of future income taxes represents the sole reconciling item between this

non-GAAP
PV10 Value versus the GAAP measure presented in the standardized measure of discounted cash flow. A reconciliation of these values is presented in the last three columns of the table above. The standardized measure of discounted future net cash flows represents the present value of future cash flows attributable to proved oil and natural gas reserves after income tax, discounted at 10%.

“Proved developed” oil and gas reserves are reserves that can be expected to be recovered from existing wells with existing equipment and operating methods. “Proved undeveloped” oil and gas reserves are 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. Our reserves include amounts attributable to

non-controlling
interests in the Partnerships. These interests represent less than 10% of our reserves.

In accordance with U.S. generally accepted accounting principles, product prices are determined using the twelve-month average oil and gas index prices, calculated as the unweighted arithmetic average for the first day of the month price for each month, adjusted for oilfield or gas gathering hub and wellhead price differentials (e.g. grade, transportation, gravity, sulfur, and basic sediment and water) as appropriate. Also, in accordance with SEC specifications and U.S. generally accepted accounting principles, changes in market prices subsequent to December 31 are not considered.

While it may be reasonably anticipated that the prices received for the sale of our production may be higher or lower than the prices used in this evaluation, as described above, and the operating costs relating to such production may also increase or decrease from existing levels, such possible changes in prices and costs were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation for the SEC case. Actual volumes produced, prices received and costs incurred may vary significantly from the SEC case.

17


Natural gas prices, based on the twelve-month average of the first of the month Henry Hub index price, were $3.598 per MMBtu in 2021 as compared to $1.985 per MMBtu in 2020, as compared to $2.58and $2.581 per MMBtu in 2019, and $3.102019. Through November 1, 2022, the twelve-month average of the first of the month Henry Hub index price is $6.166 per MMBtu in 2018.MMBtu. Oil prices, based on the NYMEX first of the month average price, were $66.56 per barrel in 2021 as compared to $39.57 per barrel in 2020, as compared toand $55.69 per barrel in 2019,2019. Through November 1, 2022, the NYMEX first of the month average price was $92.37. Since January 1, 2021, we have not filed any estimates of our oil and $65.56 per barrelgas reserves with, nor were any such estimates included in 2018.

RECENT ACTIVITIES
any reports to, any federal authority or agency, other than the Securities and Exchange Commission.

Maintaining a strong balance sheet and ample liquidity are key components of our business strategy. For 2021,In 2022, we will continue our focus on preserving financial flexibility and ample liquidity as we manage the risks facing our industry. Our 2021 capital budget for the year is reflective of current commodity prices and has been established based on an expectation of available cash flows, with any cash flow deficiencies expected to be funded by borrowings under our revolving credit facility. As we have done historically to preserve or enhance liquidity, we may adjust our capital program throughout the year, divest

non-strategic
assets, or enter into strategic joint ventures.
17

In the third quarter of 2021, the Company, together with Apache Corporation, completed nine newtwo-mile horizontal wells on the Kashmir tract in Upton County, Texas. These nineTexas, operated by Apache Corporation, were completed and brought into production. In the fourth quarter of 2021, three two-mile horizontal wells include three lateralsoperated by Ovintiv Mid-Continent in each of the Upper Wolfcamp, Jo Mill,Canadian County, Oklahoma were completed and Lower Spraberry reservoirs. All nine wells were on production by October 4, 2021.brought online in January 2022. The Company has an average of 47.5% working interest in thesethe nine wells completed with a total investment of approximately $24 million. We believe the additional income from these wells will have a significant impact on the Company’s fourth-quarter cash flow. In addition to the MiddleApache and Upper Wolfcamp, the Jo Mill and the Lower Spraberry, which we now consider fully developed, we believe there is future development potential11.25% interest in the Middle Spraberry reservoir on this 1280 acre block. This reservoir will likely be developedthree wells completed with four

two-mile
laterals. The approximate completed cost of four wells in the Middle Spraberry is $30.2 million, with the Company’s share being $14.2 million.
Ovintiv.

In the second quarter of 2021,2022, the Company participated with Ovintiv

Mid-Continent,
SEM Operating Company LLC in the drilling of four 7,900’ horizontal wells locatedin Irion County, Texas with 10.3% interest. These four wells began their production in August. Also in the second quarter of 2022, the Company participated in the drilling of four 10,000’-long horizontal wells in Canadian County, Oklahoma.Oklahoma with 9.38% interest. These four
two-mile
laterals are in the process of being completed and are expected to be on wells, operated by Ovintiv Mid-Continent, were also put into production in Decemberearly August of this year. The Company has an 11.25% working interestIn the fourth quarter of this year another fifteen wells are planned to be spud.

Since the start of our West Texas horizontal drilling program in each well2015, we have participated in 81 wells and expects to investinvested approximately $1.98$130 million in these wells.

horizontal drilling in the Permian Basin. This includes the four wells currently in progress with SEM Operating Company in Irion County, Texas.

In WestUpton County, Texas, in addition to the Kashmir Tract described above, we are actively developing a contiguous 3,260 acre Area of Mutual Interest (AMI) in Upton County3,260-acre block with our joint venture partner, Apache Corporation. In this acreage block the Company has 2,600 leasehold acres with interest of between 14% and 56% depending on the particular lease and depth being developed. Development

to-date
has beenIn 2018, eight successful wells were drilled horizontally by Apache Corporation in the Wolfcamp “B” reservoir where we have 33 horizontal wells currently producing. We believe this reservoir is fully developed and the next phase of development for this block with the Company participating for 49% interest and this is believed to be full development of the shallowerWolfcamp “B” reservoir. Together with Apache, we are planning development of the Upper Wolfcamp, Jo Mill, and Lower Spraberry reservoirs.reservoirs of this block. These shallower reservoirs have been
proven-up
by near-offset completions. PrimeEnergy and Apache are planning an initial three on our offset 1,300-acre Kashmir tract. It is expected that as many as 36 additional horizontals will be developed on this 3,260-acres in the near future. This development is estimated to cost approximately $387.0 million, with the Company’s share being approximately $174.4 million. Two 3-mile-long horizontals have been slated for the first quarter of 2023. In addition to the 36 prospective wells to be drilled in 2022 that will each be three miles in length. The Company has 36 horizontals laid out for the development of these three reservoirs,18 of which are designed as three-mile laterals. In addition to these reservoirs, there is a fourth target reservoir, the Middle Spraberry, target that will likely be developed inis also prospective for future development. The potential of the future withMiddle Spraberry on the 3,260-acre block is for 12 horizontal wells. In total, we anticipate 48 horizontal wells will develop these four reservoirsto be drilled and completed at a gross cost of approximately $138.0 million with a cost estimate of $146 million net to the Company.Company’s share being approximately $63.0 million. The actual number of wells that are eventually drilled as well as the cost and the timing of drilling will vary based upon many factors, including commodity market conditions.

In addition to the 3,260-acre block being developed, as described above, the Company has also been developing an offsetting 1,300-acre block in Upton County, Texas, with Apache Corporation as operator. In the second quarter of 2019 three horizontal wells were completed and brought on production from reservoirs above the Middle Wolfcamp: one in the Wolfcamp “A”, one in the Jo Mill, and one in the Lower Spraberry, confirming the economic viability of these reservoirs on our acreage. Prime holds 47.5% working interest in these reservoirs. As a result of the success of the initial three wells, nine additional horizontals followed and were completed in the third quarter of 2021. Our average 47.5% share of the cost of these nine horizontal wells was approximately $26.7 million in total. In addition to the Wolfcamp “A”, Jo Mill and Lower Spraberry, that are now considered fully developed on the tract, four locations in the Middle Spraberry will be considered for future development at an estimated gross cost of approximately $40.0 million with the Company’s share being approximately $18.8 million.

Also in the Permian Basin of West Texas, we are developing a

965-acre
block with ConocoPhillips in Martin County, Texas. In 2016 and 2017, four horizontal wells were drilled, completed, and have been producing from the Wolfcamp.put on production. The Company owns between 35% andto 38% interest in various leases of this joint venture acreage where ConocoPhillipswe have the potential to drill as many as 36 additional wells.

18


As mentioned above, in West Texas, the Company participated for 10.3% interest with SEM Operating Company in four 7,900’-long horizontal wells in Irion County, Texas. We anticipate an investment of $2.55 million in these wells which have been producing since August. Also planned for this year is the operator. No near-term additional drilling plans have been received, however, development of offset acreage by other operators has demonstrated the potential for good economic production from multiple landing zones on our acreage block.

Inten 2-mile-long horizontals in Hibernia Energy, III, LLC, in Reagan County, Texas and the drilling of five 2.5-mile-long horizontal wells with ConocoPhillips in Martin County. The Company intends to participate for approximately 25% interest in the ten wells with Hibernia and for 20.8% interest in five wells with Conoco Phillips. Our expected investment in the drilling and completion of these wells is $36.3 million.

In the fourth quarter of 2022, the Company completed an acreage exchange agreement with a large independent oil & gas operator to exchange approximately 725 net acres in the Midland Basin. In combination with existing acreage, this newly acquired acreage results in the Company having 100% working interest in approximately 1,200 contiguous acres and therefore the ability to efficiently and cost-effectively develop the Wolfcamp formation and other prospective reservoirs through 2-mile-long horizontal laterals.

Along with the 1,200 contiguous acres created from the acreage exchange, the Company has twocompleted an agreement with a separate prominent independent oil & gas operator to create a 2,560-acre AMI for the joint development projects that are inof horizontal wells. As part of the planning stage for the initial phase of development to occur in 2022: one with BTA Producers, Inc. and one with Hibernia Resources, LLC. These two joint development acreage blocks can accommodate the drilling of 144 horizontal wells to produce from five prospective reservoirs, four of which are proven. The Company’s share is expected to be 50% and the potential investment byagreement, the Company would behas divested of a portion of its interest to operator for $16.1 million with the ability to acquire additional acreage from the operator located within the AMI. These exchanges should result in an approximately $442 million. The actual number50/50 ownership of wells eventually drilled, and the cost anddevelopment with the timing of such wells are dependent upon many factors including commodity market conditions.

Also, In Reagan County, Texas,operator. This newly formed 2,560 acreage-block will allow the Company and Pioneer Natural Resources have agreed to jointly developreinvest approximately 3,680 gross acres. This agreement facilitates$90 million of its cash flow in the drilling of as many as 10818 new wells in a very promising area of the Wolfcamp and Spraberry horizontal lateralstrend.

In Oklahoma, we are focused on the development of our reserves in Canadian, Grady, Kingfisher, Garfield, Major, and Garvin counties where we have approximately 5,800 net leasehold acres in the company would haveScoop/Stack Play. In 2019, we participated for an average of 34.5% working4.6% interest with Newfield Exploration in twelve successful wells in Canadian County on our Slash and invest approximately $236Wallace tracts. In 2021, we participated for 11.25% interest with Ovintiv Mid-Continent Inc. in four wells on our Peters tract, in Canadian County. Three of these wells were successfully completed in December 2021 and online in January 2022, while one well had completion issues and has been temporarily abandoned. At today’s product prices, payout of the Company’s $2.3 million investment in these four wells occurred in four months.

In April 2022, in Oklahoma, the Company and Ovintiv Mid-Continent began drilling four horizontal wells on our Bohlman tract in the same area as the successful Peters wells. All four of the Bohlman wells have been drilled, completed, and were placed on production in early August.. The Company is participating with 9.38% interest in these wells with an approximate investment $2.45 million. In May, we sold 241 acres in Canadian County, Oklahoma for proceeds of $845,000, and in August another 113 acres for $423,700. Both of these sales were of non-strategic acreage and the Company retained its interest in existing wells and a small overriding royalty interest in future development.

We believe this agreement represents significant future value for PrimeEnergy.

In addition, we areour 5,800 net leasehold acres in discussions with Earthstone Energy, Inc. regardingOklahoma have the resource potential to support the drilling of threeas many as 50 new horizontal wells based on an estimate of four wells per multi-section drilling unit: two in Reagan County, Texas,the Mississippian and two in whichthe Woodford Shale. Should we choose to participate in future development, our share of the capital expenditures would be approximately 34.6 million at a 10% ownership level; the Company would have 20%will otherwise sell its rights for cash or cash plus a royalty or working interest and would invest approximately $3.8 million in three 9,650 foot laterals.
interest.

LIQUIDITY AND CAPITAL RESOURCES

Maintaining a strong balance sheet and ample liquidity are key components of our business strategy. For 2022, we will continue our focus on preserving financial flexibility and ample liquidity as we manage the risks facing our industry. Our 2022 capital budget is reflective of commodity prices and has been established based on an expectation of available cash flows, with any cash flow deficiencies expected to be funded by borrowings under our revolving credit facility. As we have done historically to preserve or enhance liquidity, we may adjust our capital program throughout the year, divest assets, or enter into strategic joint ventures.

Our primary sources of liquidity are cash generated from our operations, through our producing oil and gas properties, field services business and sales of acreage.

Net cash provided by operating activities and proceeds from the sale of properties for the nine months ended September 30, 2021,2022 was $18.8$47.3 million, compared to $17.9$18.8 million in the first nine months of 2020. prior period.

Excluding the effects of significant unforeseen expenses or other income, our cash flow from operations fluctuates primarily because of variations in oil and gas production and prices or changes in working capital accounts. Our oil and gas production will vary based on actual well performance but may be curtailed due to factors beyond our control.

18

Our realized oil and gas prices vary due to world political events, supply and demand of products, product storage levels, and weather patterns. We sell the majority of our production at spot market prices. Accordingly, product price volatility will affect our cash flow from operations. To mitigate price volatility, we sometimes lock in prices for some portion of our production through the use of derivatives.

19


Maintaining

Our credit agreement required us to hedge a strong balance sheet and ample liquidity are key componentsportion of our business strategy. For 2021, weproduction as forecasted for the PDP reserves included in our borrowing base review engineering reports. Accordingly, the Company has in place the following swap agreements for oil and natural gas.

   2022   2023   2022   2023 

Swap Agreements

        

Natural Gas (MMBTU)

   279,000    254,000   $    $3.60 

Oil (barrels)

   79,300    70,700   $    $69.50 

In the first quarter of 2022, the Company participated in the drilling of four wells with SEM Operating Company in Irion County, Texas for 10.3% interest and in April of this year began participating with Ovintiv Mid-Continent in four wells in Canadian County, Oklahoma with 9.38% interest.

These eight wells have been completed and were put on production in early August. In addition, the Company has received drilling proposals for an additional 26 horizontal wells to be drilled in West Texas with 15 of these slated to begin drilling this year. In total, the Company is likely to invest approximately $86 million in these 26 wells. Additional drilling and future development plans will continue our focus on preserving financial flexibility and ample liquidity as we manage the risks facing our industry. Our 2021 capital budget is reflective of commodity prices and has beenbe established based on an expectation of available cash flows with any cash flow deficiencies expected to be funded by borrowingsfrom operations and availability of funds under our revolving credit facility. As we have done historically to preserve or enhance liquidity, we may adjust our capital program throughout the year, divest assets, or enter into strategic joint ventures. We are actively in discussions with financial partners for funding to develop our asset base and, if required, pay down our revolving credit facility should our borrowing base become limited due to the deterioration of commodity prices.

The Company maintains a Credit Agreement with a maturity date of February 15, 2023, providing for a reserves-based line of credit facility totaling $300 million, with a current borrowing base of $40$75 million. At September 30, 2021,As of August 15, 2022, the Company had $31.5 million inhas no outstanding borrowings and $8.5 million in availability under this facility.line. The bank reviews the borrowing base semi-annually and, at their discretion, may decrease or propose an increase to the borrowing base relative to a

re-determined
estimate of proved oil and gas reserves. The currentnext borrowing base review is in progress and expected to be set at $50 million.scheduled for December 2022. Our oil and gas properties are pledged as collateral for the line of credit and we are subject to certain financial and operational covenants defined in the agreement. We are currently in compliance with these covenants and expect to be in compliance over the next twelve months. If we do not comply with these covenants on a continuing basis, the lenders have the right to refuse to advance additional funds under the facility and/or declare all principal and interest immediately due and payable. Our borrowing base may decrease as a result of lower natural gas or oil prices, operating difficulties, declines in reserves, lending requirements or regulations, the issuance of new indebtedness or for other reasons set forth in our revolving credit agreement. In the event of a decrease in our borrowing base due to declines in commodity prices or otherwise, our ability to borrow under our revolving credit facility may be limited and we could be required to repay any indebtedness in excess of the
re-determined
borrowing base.
Our credit

In the first quarter of 2022, the Company sold 1,809 net leasehold acres in Reagan and Midland Counties, Texas through three transactions receiving gross proceeds of $14.1 million and retaining certain over-riding royalty interests.

In the second quarter of 2022, the Company sold 241 net acres in Canadian County, Oklahoma for proceeds of $845,000 and a retained over-riding royalty interest.

In the third quarter of 2022, the Company sold an additional 113 net acres in Canadian County, Oklahoma for $423,700.

In November of 2022, the Company completed an acreage exchange with a large independent oil & gas operator to exchange approximately 725 net acres in the Midland Basin. When combined with currently held acreage, this acreage exchange results in the Company having 100% working interest in approximately 1,200 contiguous acres and therefore the ability to efficiently and cost-effectively develop the Wolfcamp and other prospective reservoirs through 2-mile-long horizontal laterals. In addition to this exchange, the Company has completed an agreement requires uswith a separate prominent independent oil & gas operator to hedgecreate a 2,560-acre AMI for the joint development of horizontal wells. As part of the plan, the Company has divested a portion of our production as forecastedits interest to the operator for $16.1 million and has the PDP reserves includedright to acquire additional acreage from the operator within the AMI. These exchanges should result in our borrowing base review engineering reports. Accordingly, asan approximate 50/50 ownership of September 30, 2021,the AMI development with the operator. This newly formed 2,560 acreage block will allow the Company hasto reinvest approximately $90 million of its cash flow in place the following swap and put agreements for oil and natural gas.

   
2021
   
2022
   
2023
   
2021
   
2022
   
2023
 
Swap Agreements
                              
Natural Gas (MMBTU)
   268,000    928,000    131,000   $2.48   $2.67   $2.81 
Oil (barrels)
   133,500    196,200    27,200   $53.60   $51.99   $50.31 
The Company’s activities include development drilling. Our strategy is to develop a balanced portfolio of drilling prospects that includes lower risk wells with a high probability of success and higher risk wells with greater economic potential. In 2016, based upon the results of horizontal wells and historical vertical well performance, we decided to reduce the number of vertical wells in our drilling program and focus primarily on horizontal well drilling. We believe horizontal development of our resource base provides superior returns relative to vertical development, due to the ability of horizontals to come in contact with and drain from a greater volume of reservoir rock over more acreage, with less infrastructure, and thus at a lower cost of development per acre.
Our primary focus is the development of our leasehold acreage in the Permian Basin of West Texas where the Company currently holds an acreage position of 19,680 gross (12,460 net) acres, the majority of which is in Reagan, Upton, Martin and Midland counties. We believe this acreage has significant resource potential in as many as 10 reservoirs, including benches of the Spraberry, Jo Mill, and Wolfcamp, and can support the potential drilling of more than 250 additional horizontal wells.
The Middle Wolfcamp was our primary target for production in the area until the Company drilled three horizontal wells with Apache Corporation into the shallower reservoirs of the Wolfcamp “A”, the Jo Mill, and the Lower Spraberry, in 2019. These three test wells proved the productive capability of these reservoirs for the 1,280 acre Kashmir block in which we recently completed an additional nine wells. These nine wells were completed in the third quarter and all were on production by October 4
,
2021. We have an average 47.5% interest in these wells and expect a total investment net to the Company of approximately $24 million.
The successful development of these reservoirs has proven the productive potential of these reservoirs on our nearby
3,260-acre
AMI block with Apache Corporation in Upton County, Texas. Here the Company holds between 14% and 56% interest and is planning the drilling of an initial three wells to be drilled in 2022. These three will each be three-mile-long laterals. The future development will likely be the drilling of 48 horizontal wells targeting four reservoirs from the Wolfcamp “A” through the Middle Spraberry. The cost of such development will be approximately $370 million with the Company’s share being approximately $146 million. The actual number of wells that will be drilled, the cost, and the timing of drilling will vary based upon many factors, including commodity market conditions.
19

In Reagan County, Texas, the Company holds 12,700 Gross (8.870 net) acres with exceptional potential. Offset operators have proven the productive capability of four reservoirs from the Middle Wolfcamp to the Lower Spraberry. Here the Company could participate in an estimated 352 horizontals with a net cost of approximately $890 million. Near-term development plans being discussed include the drilling of three 12,500’ laterals on one acreage block with BTA Producers, Inc., and six horizontal laterals on a second acreage block with laterals from 7,500’ to 10,000’ in length with Hibernia Resources, LLC. The Company’s share of these wells would average about 37.5% and cost approximately $35.2 million net.
In Oklahoma, the Company’s horizontal activity is focused in Canadian, Grady, Kingfisher, Garfield, Major, and Garvin counties where we have approximately 579 net leasehold acres with exceptional development potential. We believe this acreage could support the drilling of as many as 4918 new horizontal wells based on an estimate of four wells per section: two in the Mississippian and two in the Woodford Shale. Should we choose to participate in future development, our sharea very promising area of the capital expenditures would be approximately $34 million at an average 10% ownership, otherwise the Company will sell its rights for cash, or cash plus a royalty or working interest.
Wolfcamp and Spraberry horizontal trend.

The majority of our capital spending is discretionary, and the ultimate level of expenditures will be dependent on our assessment of the oil and gas business environment, the number and quality of oil and gas prospects available, the market for oilfield services, and oil and gas business opportunities in general.

The Company has in place both a stock repurchase program and a limited partnership interest repurchase program. Spendingin place, spending under these programs in 2020this program during the first nine months of 2022 was $1.452$5.0 million. The Company expects continued spending under these programs through 2021.the stock repurchase program in 2022.

20


RESULTS OF OPERATIONS

2022 and 2021 and 2020 Compared

We reported net income of $6.5$35.3 million, or $3.26$17.95 per share and $65 thousand$13.2 million, or $0.03$6.79 per share for the threenine and ninethree months ended September 30, 2020,2022, respectively, as compared to net losses of $1.2 million, or $(0.58) per share and $5.0 million, or $(2.52) per share for the three and nine months ended September 30, 2021, respectively. Current year net lossincome reflects changesincreases in production combined withand commodity price increases over the three and nine months ended September 30, 2020, decreases2022, fluctuations in gains related to the sale of acreageassets and changes related to the valuation of derivative instruments. The significant components of income and expense are discussed below.

Oil, gas and NGLs sales

increased $9.2$15.9 million, or 103.9% to87.8% from $18.1 million for the three months ended September 30, 2021 from $8.9to $34.0 million for the three months ended September 30, 20202022, and $19.8$56.7 million, or 75.2% to122.9% from $46.1 million for the nine months ended September 30, 2021 from $26.3to $102.8 million for the nine months ended September 30, 2020.
2022

The following tabletables summarizes the primary components of production volumes and average sales prices realized for the three and nine months ended September 30, 20212022 and 20202021 (excluding realized gains and losses from derivatives).

       
Nine months ended September 30,
 
   
2021
   
2020
   
Increase /
(Decrease)
   
Increase /
(Decrease)
 
Barrels of Oil Produced
   480,000    538,000    (58,000   (10.80)% 
Average Price Received
  $63.28   $38.41   $24.88    64.8
  
 
 
   
 
 
   
 
 
   
Oil Revenue (In 000’s)
  $30,376   $20,663   $9,713    47.0
  
 
 
   
 
 
   
 
 
   
Mcf of Gas Sold
   2,395,000    2,038,000    357,000    17.5
Average Price Received
  $3.32   $1.20   $2.12    177.1
  
 
 
   
 
 
   
 
 
   
Gas Revenue (In 000’s)
  $7,948   $2,441   $5,507    225.6
  
 
 
   
 
 
   
 
 
   
Barrels of Natural Gas Liquids Sold
   298,000    319,000    (21,000   (6.60)% 
Average Price Received
  $26.11   $10.07   $16.04    159.3
  
 
 
   
 
 
   
 
 
   
Natural Gas Liquids Revenue (In 000’s)
  $7,781   $3,212   $4,569    142.2
  
 
 
   
 
 
   
 
 
   
Total Oil & Gas Revenue (In 000’s)
  $46,105   $26,316   $19,789    75.2
  
 
 
   
 
 
   
 
 
   
20

       
Three months ended September 30,
 
   
2021
   
2020
   
Increase /
(Decrease)
   
Increase /
(Decrease)
 
Barrels of Oil Produced
   152,000    160,000    (8,000   (5.0)% 
Average Price Received
  $68.70   $39.62   $29.08    73.4
  
 
 
   
 
 
   
 
 
   
Oil Revenue (In 000’s)
  $10.442   $6,339   $4,103    64.7
  
 
 
   
 
 
   
 
 
   
Mcf of Gas Sold
   950,000    496,000    454,000    91.5
Average Price Received
  $4.21   $2.12   $2.09    98.5
  
 
 
   
 
 
   
 
 
   
Gas Revenue (In 000’s)
  $3,998   $1,052   $2,946    280.0
  
 
 
   
 
 
   
 
 
   
Barrels of Natural Gas Liquids Sold
   103,000    106,000    (3,000   (2.80)% 
Average Price Received
  $35.26   $13.91   $21.35    153.5
  
 
 
   
 
 
   
 
 
   
Natural Gas Liquids Revenue (In 000’s)
  $3,632   $1,474   $2,158    146.4
  
 
 
   
 
 
   
 
 
   
Total Oil & Gas Revenue (In 000’s)
  $18,072   $8,865   $9,207    103.9
  
 
 
   
 
 
   
 
 
   

       Nine months ended September 30, 
   2022   2021   Increase /
(Decrease)
   Increase /
(Decrease)
 

Barrels of Oil Produced

   752,500    480,000    272,500    56.8

Average Price Received

  $100.39   $63.28   $37.11    58.6
  

 

 

   

 

 

   

 

 

   

Oil Revenue (In 000’s)

  $75,546   $30,376   $45,170.00    148.7
  

 

 

   

 

 

   

 

 

   

Mcf of Gas Sold

   2,456,800    2,395,000    61,800    2.6

Average Price Received

  $6.01   $3.32   $2.69    81.0
  

 

 

   

 

 

   

 

 

   

Gas Revenue (In 000’s)

  $14,762   $7,948   $6,814.00    85.7
  

 

 

   

 

 

   

 

 

   

Barrels of Natural Gas Liquids Sold

   332,400    298,000    34,400    11.5

Average Price Received

  $37.54   $26.11   $11.43    43.8
  

 

 

   

 

 

   

 

 

   

Natural Gas Liquids Revenue (In 000’s)

  $12,477   $7,781   $4,696    60.4
  

 

 

   

 

 

   

 

 

   

Total Oil & Gas Revenue (In 000’s)

  $102,785   $46,105   $56,680    122.9
  

 

 

   

 

 

   

 

 

   

       Three months ended September 30, 
   2022   2021   Increase /
(Decrease)
   Increase /
(Decrease)
 

Barrels of Oil Produced

   244,500    152,000    92.500    60.9

Average Price Received

  $95.72   $68.70   $27.02    39.3
  

 

 

   

 

 

   

 

 

   

Oil Revenue (In 000’s)

  $23,403   $10.442   $12,961    124.1
  

 

 

   

 

 

   

 

 

   

Mcf of Gas Sold

   879,800    950,000    (70,200   (7.39)% 

Average Price Received

  $7.23   $4.21   $3.02    71.7
  

 

 

   

 

 

   

 

 

   

Gas Revenue (In 000’s)

  $6,359   $3,998   $2,361    59.1
  

 

 

   

 

 

   

 

 

   

Barrels of Natural Gas Liquids Sold

   122,400    103,000    19,400    18.8

Average Price Received

  $34.35   $35.26   $(0.91   (2.59)% 
  

 

 

   

 

 

   

 

 

   

Natural Gas Liquids Revenue (In 000’s)

  $4,204   $3,632   $572    15.7
  

 

 

   

 

 

   

 

 

   

Total Oil & Gas Revenue (In 000’s)

  $33,966   $18,072   $15,894    87.9
  

 

 

   

 

 

   

 

 

   

Oil, Natural Gas and NGL Derivatives

We do not apply hedge accounting to any of our commodity basedcommodity-based derivatives, thus changes in the fair market value of commodity contracts held at the end of a reported period, referred to as
mark-to-market
adjustments, are recognized as unrealized gains and losses in the accompanying condensed consolidated statements of operations. As oil and natural gas prices remain volatile,
mark-to-market
accounting treatment creates volatility in our revenues.

Field service income

increased $0.4$1.4 million or 15.9% to $3.058.3% from $2.4 million for the third quarter 2021 from $2.6to $3.8 million for the third quarter 20202022 and decreased $1.1increased $4.6 million, or 12.0% to $8.174.2% from $6.2 million for the nine months ended September 30, 2021 from $9.2to $10.8 million for the nine months ended September 30, 2020.2022. These changes reflect the increase in utilization and rates resulting from the oil and gas price increases during these periods. Workover rig services, hot oil treatments, saltwater hauling and disposal represent the bulk of our field service operations.

21


Lease operating expense

increased $3.4$2.3 million or 90.5% to $7.235.9% from $6.4 million for the third quarter 2021 to $3.8$8.7 million for the third quarter 2020,2022 and increased $1.4$11.3 million or 8.8% to $17.873.9% from $15.3 million for the nine months ended September 30, 2021 from $16.4to $26.6 million for the nine months ended September 30, 2020.2022. This increase is primarily due to returning to production the high lifting cost properties
shut-in
during 2020 combined with higher production taxes related to higher commodity prices.
prices during 2022 combined with workover expenses and lease operating expense related to higher lifting cost properties returned to production as commodity prices increased.

Field service expense

increased $1.4$0.1 million or 72.9% to $3.43.4% from $2.9 million for the third quarter 2021 from $2.0to $3.0 million for the third quarter 20202022 and increased $0.3$3.3 million, or 4.0% to $7.753.2% from $6.2 million for the nine months ended September 30, 2021 from $7.4to $9.5 million for the nine months ended September 30, 2020.2022. Field service expenses primarily consist of salarieswages and vehicle operating expenses which have increasedfluctuated during the three and nine months ended September 30, 2021 over2022 compared with the same periods of 2020 related to increased2021. These changes reflect the increase in utilization ofresulting from the equipment as oil and gas prices increasedprice increases during 2021.
these periods.

Depreciation, depletion, amortization and accretion on discounted liabilities

decreased $2.5 increased $0.8 million, or 27.0% to11.6% from $6.9 million for the third quarter 2021 from $9.4to $7.7 million for the third quarter 20202022 and decreased $4.5$1.9 million, or 18.5% to9.5% from $20.0 million for the nine months ended September 30, 2021 from $24.5to $21.9 million for the nine months ended September 30, 2020, reflecting2022. These increases reflect the reduced capital base ofchange in the producing propertiesproperty basis combined with production increases in 2021.
2022.

General and administrative expense

decreased $0.2 increased $5.3 million, or 7.9%85.5% from $6.2 million for the nine months ended September 30, 2021 to $2.4$11.5 million for the nine months ended September 30, 2022, and increased $0.5 million, or 25.0% from $2.0 million for the three months ended September 30, 2021 from $2.6to $2.5 million for the three months ended September 30, 2020, and decreased $5.4 million, or 42.0% to $7.5 million for the nine months ended September 30, 2021 from $12.9 million for the nine months ended September 30, 2020.2022. This overall decreaseincrease in 20212022 is primarily due to decreases inincreased employee wagescompensation and benefits and by staff reductions in 2020.
Gain on sale and exchange of assets
of $15.0 million for the nine months ended September 30, 2020 consists of principally of sales of deep rights in undeveloped acreage in West Texas and marginal wells in West Virginia. No such sales took place during 2021.
benefits.

Interest expense

decreased to $0.46from $0.5 million for the third quarter 2021 from $0.47to $0.3 million for the third quarter 20202022 and tofrom $1.5 million for the nine months ended September 30, 2021 from $1.6to $0.8 million for the nine months ended September 30, 2020.2022. This decrease reflects the decreaseincrease in currentrates and reduced borrowings under our revolving credit agreement.

Income tax benefit/expense or benefit

for the September 30, 20212022 and 20202021 periods varied due to the change in net income or loss for those periods.
21

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and no response is required pursuant to this Item.

Item 4.

CONTROLS AND PROCEDURES

As of the end of the current reported period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules

13a-15
and
15d-15
of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective with respect to the recording, processing, summarizing and reporting, within the time periods specified in the Commission’s rules and forms, of information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

There were no changes in the Company’s internal control over financial reporting that occurred during the first nine months of 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

22


22

PART II—OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

None.

Item 1A.

RISK FACTORS

The Company is a smaller reporting company and no response is required pursuant to this Item.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of equity securities by the Company during the period covered by this report.

During the nine months ended September 30, 2021,2022, the Company purchased the following shares of common stock as treasury shares.

2022 Month

  Number of
Shares
   Average Price
Paid per share
   Maximum
Number of Shares
that May Yet Be
Purchased Under
The Program at
Month—End (1)
 

January

   2,981   $76.21    144,740 

February

   5,948   $73.26    138,792 

March

   2,259   $75.36    136,533 

April

   3,426   $74.82    133,107 

May

   5,963   $82.37    127,144 

June

   18,855   $85.18    108,289 

July

   15,645   $79.68    92,644 

August

   5,500   $87.99    87,144 

September

   800   $92.80    86,344 
  

 

 

   

 

 

   

Total/Average

   61,377   $81,33  
  

 

 

   

 

 

   

(1)
2021 Month
Number of
shares
Average price
paid per
share
Maximum number
of shares that
may
yet be purchased
under the
program at
month end
(1)
January
1—  $—  147,921
February
—  $—  147,921
March
—  $—  147,921
April
—  $—  147,921
May
—  $—  147,921
June
—  $—  147,921
July
—  $—  147,921
August
—  $—  147,921
September
—  $—  147,021
Total/Average
$
(1)

In December 1993, we announced that the Board of Directors authorized a stock repurchase program whereby we may purchase outstanding shares of the common stock from

time-to-time,
in open market transactions or negotiated sales. On October 31, 2012 and June 13, 2018, the Board of Directors of the Company approved an additional 500,000 and 200,000 shares respectively, of the Company’s stock to be included in the stock repurchase program. A total of 3,700,000 shares have been authorized, to date, under this program. Through September 30, 2021,2022, a total of 3,552,2793,615,756 shares have been repurchased under this program for $74,934,725$78,266,619 at an average price of $21.09$22,15 per share. Additional purchases of shares may occur as market conditions warrant.
We expect future purchases will be funded with internally generated cash flow or from working capital.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None

Item 4.

RESERVED

Item 5.

OTHER INFORMATION

None

Non

23

23


Item 6.

EXHIBITS

The following exhibits are filed as a part of this report:

Exhibit No.
  

3.1

 Certificate of Incorporation of PrimeEnergy Resources Corporation, as amended and restated of December 21, 2018, (filed as Exhibit 3.1 of PrimeEnergy Resources Corporation Form 8-K on December 27, 2018, and incorporated herein by reference).

3.2

 Bylaws of PrimeEnergy Resources Corporation as amended and restated as of April 24, 2020 (filed as Exhibit 3.2 of PrimeEnergy Resources Corporation Form 8-K on April 27, 2020 and incorporated herein by reference).

10.18

 Composite copy of Non-Statutory Option Agreements (Incorporated by reference to Exhibit 10.18 of PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2004).
10.22.5.10

10.22.6

 Third Amended and Restated Credit Agreement dated as of February 15, 2017 among PrimeEnergy Resources Corporation, as Borrower, Compass Bank, as Administrative Agent and Lender, Wells Fargo, National Association, as Document Agent, the Lenders Party Hereto (Compass Bank, Wells Fargo, National Association, Citibank, N.A.) and BBVA Compass Bank, as Letter of Credit Issuer and Sole Lead Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.22.5.10 to PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2016).
10.22.5.10.1FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2017 among PRIMEENERGY CORPORATION, as Borrower, THE LENDERS PARTY HERETO, COMPASS BANK, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA COMPASS, as Sole Lead Arranger and Sole Book Runner, (Incorporated by reference to Exhibit 10.22.5.10.1 to PrimeEnergy Corporation Form 10-K for the year ended December 31, 2017).
10.22.5.10.2SECOND AMENDMENT TO THIRDFOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 17, 2018 among PRIMEENERGY CORPORATION, as Borrower, THE LENDERS PARTY HERETO, COMPASS BANK, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA COMPASS, as Sole Lead Arranger and Sole Book Runner, (Incorporated by reference to Exhibit 10.22.5.10.2 to PrimeEnergy Corporation Form 10-Q for the quarter ended June 30, 2018).
10.22.5.10.3THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 8, 2019,5, 2022, is among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), each of the Lenders from time to time party hereto and CITIBANK, N.A. (in its individual capacity, “Citibank”), as Borrower, THE LENDERS PARTY HERETO, COMPASS BANK, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA COMPASS, as Sole Lead Arranger and Sole Book Runner (Incorporated by reference to Exhibit 10.22.5.10.3 to PrimeEnergy Resources Corporation Form 10-Kadministrative agent for the year ended December 31, 2018).
10.22.5.10.4FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT datedLenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) (filed as exhibit 10.22.6 of May 8, 2020 among PRIMEENERGY RESOURCES CORPORATION, as Borrower, THE LENDERS PARTY HERETO, BBVA USA (f/k/a COMPASS BANK), as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA USA, as Sole Lead Arranger and Sole Book Runner (Incorporated by reference to 10.22.5.10.4 to PrimeEnergy Resources Corporation Form 10-Q for the quarter ended SeptemberQuarter Ended June 30 2020)2022, and incorporated by reference).
10.22.5.10.5FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 4, 2020, among PRIMEENERGY RESOURCES CORPORATION, as Borrower, THE LENDERS PARTY HERETO, BBVA USA (f/k/a COMPASS BANK,) as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA USA, as Sole Lead Arranger and Sole Book Runner (Incorporated by reference to 10.22.5.10.5 to PrimeEnergy Resources Corporation Form 10-Q for the quarter ended September 30, 2020).
10.22.5.10.6SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of FEBRUARY 11, 2021, among PRIMEENERGY RESOURCES CORPORATION, as Borrower, THE GUARANTORS PARTY HERETO, THE LENDERS PARTY, HERETO, BBVA USA, as Administrative Agent and BBVA USA, as Sole Lead Arranger and Sole Book Runner (Incorporated by reference to Exhibit 10.22.5.10.6 to PrimeEnergy Resources Corporation Form 8-K dated February 16, 2021).
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Exhibit No.
10.22.5.11Amended, Restated and Consolidated Guaranty dated as of February 15, 2017, among PrimeEnergy Management Corporation, Prime Operating Company, Eastern Oil Well Service Company, Southwest Oilfield Construction Company, EOWS Midland Company and Prime Offshore L.L.C. in favor of Compass Bank, as Administrative Agent for the Lenders (Incorporated by reference to Exhibit 10.22.5.11 to PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2016).
10.22.5.12Amended, Restated and Consolidated Pledge and Security Agreement dated as of February 15, 2017, among PrimeEnergy Resources Corporation, PrimeEnergy Management Corporation, Prime Operating Company, Eastern Oil Well Service Company, Southwest Oilfield Construction Company, EOWS Midland Company and Prime Offshore L.L.C. and Compass Bank, as Administrative Agent for the Secured Parties (Incorporated by reference to Exhibit 10.22.5.12 to PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2016).
10.22.5.13Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement Dated as of May 5, 2017 (Incorporated by reference to Exhibit 10.22.5.13 to PrimeEnergy Resources Corporation Form 10-Q for the quarter ended March 31, 2017).
10.22.5.14Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement Dated as of May 5, 2017 (Incorporated by reference to Exhibit 10.22.5.14 to PrimeEnergy Resources Corporation Form 10-Q for the quarter ended March 31, 2017).

14

 PrimeEnergy Resources Corporation Code of Business Conduct and Ethics, as amended December 16, 2011 (Incorporated by reference to Exhibit 14 of PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2011).

31.1

 Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).

31.2

 Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith).

32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS

 Inline XBRL (eXtensible Business Reporting Language) Instance Document (filed herewith)

101.SCH

 Inline XBRL Taxonomy Extension Schema Document (filed herewith)

101.CAL

 Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)

101.DEF

 Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)

101.LAB

 Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)

101.PRE

 Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

104

 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

24


25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  
PRIMEENERGY RESOURCES CORPORATION
Dated: November 19, 2021
21, 2022
  
By:
 

/s/ Charles E. Drimal, Jr.

   Charles E. Drimal, Jr.
   Chairman, President

25

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