10-Q

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, 2020

☐	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<br><br><br>incorporation or organization)	(I.R.S. employer<br><br><br>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<br><br><br>Symbol(s)	Name of each exchange<br><br><br>on which registered

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 13, 2020 was: Common Stock, $0.10 par value 1,994,177 shares.

PrimeEnergy Resources Corporation

Index to Form 10-Q

September 30, 2020

	Page
Part I—Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets – September 30, 2020 and December 31,<br> 2019		3
Condensed Consolidated Statements of Operations – For the three and nine months<br> ended September 30, 2020 and 2019		4
Condensed Consolidated Statement of Equity – For the nine months ended September 30,<br> 2020 and 2019		5
Condensed Consolidated Statements of Cash Flows – For the nine months ended<br> September 30, 2020 and 2019		6
Notes to Condensed Consolidated Financial Statements – September <br>30, 2020		7-13
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results<br> of Operation		14-25
Item 3. Quantitative and Qualitative Disclosures About Market<br>Risk		25
Item 4. Controls and Procedures		25
Part II—Other Information
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of<br>Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Reserved		26
Item 5. Other Information		26
Item 6. Exhibits		27-28
Signatures		29

PART I—FINANCIAL INFORMATION

Item 1.	FINANCIAL STATEMENTS

PRIMEENERGY RESOURCES CORPORATION

**CONDENSED CONSOLIDATED BALANCE SHEETS –**Unaudited ****

(Thousands of dollars)

			December 31,
			2019
ASSETS
Current Assets
Cash and cash equivalents	4,086		$	1,015
Accounts receivable, net	5,287			14,360
Prepaid obligations	687			625
Derivative asset short-term	131			272
Other current assets	110			127
Total Current Assets	10,301			16,399
Property and Equipment, at cost
Oil and gas properties (successful efforts method), net	191,492			205,320
Field and office equipment, net	6,427			6,780
Total Property and Equipment, Net	197,919			212,100
Other assets	461			866
Total Assets	208,681		$	229,365
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	6,196		$	6,634
Accrued liabilities	5,543			6,836
Current portion of long-term debt	40,292			—
Current portion of asset retirement and other long-term obligations	1,028			1,369
Derivative liability short-term	648			753
Total Current Liabilities	53,707			15,592
Long-Term Bank Debt	1,463			53,500
Asset Retirement Obligations	14,743			20,330
Derivative Liability Long-Term	118			—
Deferred Income Taxes	35,248			35,924
Other Long-Term Obligations	794			656
Total Liabilities	106,073			126,002
Commitments and Contingencies
Equity
Common stock, .10 par value; 2020 and 2019: Authorized and Issued: 2,810,000 shares; outstanding<br>2020: 1,994,177 shares; 2019: 1,998,978 shares	281			281
Paid-in capital	7,505			7,505
Retained earnings	129,185			129,120
Treasury stock, at cost; 2020: 815,823 shares; 2019: 811,022 shares	(37,501	)		(36,792	)
Total Stockholders’ Equity – PrimeEnergy Resources	99,470			100,114
Non-controlling interest	3,138			3,249
Total Equity	102,608			103,363
Total Liabilities and Equity	208,681		$	229,365

All values are in US Dollars.

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements

PRIMEENERGY RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS – Unaudited ****

Three and nine months ended September 30, 2020 and 2019

(Thousands of dollars, except per share amounts)

	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2020			2019			2020			2019
Revenues
Oil sales	$	6,339		$	16,928		$	20,663		$	55,370
Natural gas sales		1,052			1,467			3,212			5,057
Natural gas liquids sales		1,474			1,687			2,441			6,906
Realized gain (loss) on derivative instruments, net		222			(195	)		6,176			(968	)
Field service income		2,567			4,866			9,248			14,356
Administrative overhead fees		1,066			1,356			3,260			4,168
Unrealized gain (loss) on derivative instruments, net		(1,003	)		2,071			(62	)		(819	)
Other income		75			2			240			65
Total Revenues		11,792			28,182			45,178			84,135
Costs and Expenses
Lease operating expense		3,804			8,207			16,378			24,432
Field service expense		1,974			3,972			7,448			11,616
Depreciation, depletion, amortization and accretion on discounted liabilities		9,431			9,255			24,524			27,805
General and administrative expense		2,571			2,854			12,877			12,625
Total Costs and Expenses		17,780			24,288			61,227			76,478
Gain on Sale and Exchange of Assets		14,773			114			14,967			1,803
Income (Loss) from Operations		8,785			4,008			(1,082	)		9,460
Other Income (Expense)
Interest Income		1			7			1			17
Interest Expense		(470	)		(919	)		(1,629	)		(2,907	)
Income (Loss) Before Income Taxes		8,316			3,096			(2,710	)		6,570
Income Taxes Expense (Benefit)		1,372			569			(2,664	)		1,252
Net Income (Loss)		6,944			2,527			(46	)		5,318
Less: Net Income (Loss) Attributable to Non-Controlling<br>Interests		443			15			(111	)		69
Net Income Attributable to PrimeEnergy	$	6,501		$	2,512		$	65		$	5,249
Basic Income Per Common Share	$	3.26		$	1.25		$	0.03		$	2.61
Diluted Income Per Common Share	$	2.36		$	0.91		$	0.02		$	1.90

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements

PRIMEENERGY RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENT OFEQUITY – Unaudited ****

Nine months Ended September 30, 2020 and 2019

(Thousands of dollars)

												Total
	Common Stock				Additional							Stockholders’			Non-
					Paid-In		Retained		Treasury			Equity –			Controlling			Total
	Shares		Amount		Capital		Earnings		Stock			PrimeEnergy			Interest			Equity
Balance at December 31, 2019		2,810,000	$	281	$	7,505	$	129,120	$	(36,792	)	$	100,114		$	3,249		$	103,363
Purchase 4,801 shares of common stock		—		—		—		—		(709	)		(709	)		—			(709	)
Net Income (Loss)		—		—		—		65		—			65			(111	)		(46	)
Balance at September 30, 2020		2,810,000	$	281	$	7,505	$	129,185	$	(37,501	)	$	99,470		$	3,138		$	102,608
Balance at December 31, 2018		2,810,000	$	281	$	7,388	$	125,644	$	(31,304	)	$	102,009		$	3,994		$	106,003
Purchase 31,226 shares of common stock		—		—		—		—		(4,108	)		(4,108	)		—			(4,108	)
Net income		—		—		—		5,249		—			5,249			69			5,318
Purchase of non-controlling interest		—		—		265		—		—			265			(571	)		(306	)
Balance at September 30, 2019		2,810,000	$	281	$	7,653	$	130,893	$	(35,412	)	$	103,415		$	3,492		$	106,907

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements

PRIMEENERGY RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS – Unaudited ****

Nine months ended September 30, 2020 and 2019

(Thousands of dollars)

	2020			2019
Cash Flows from Operating Activities:
Net (Loss) Income including non-controlling<br>interest	$	(46	)	$	5,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion on discounted liabilities		24,524			27,805
Gain on sale of properties		(14,967	)		(1,803	)
Unrealized loss on derivative instruments, net		(62	)		819
Provision for deferred income taxes		676			1,266
Changes in operating assets and liabilities:
Accounts receivable		9,073			(2,735	)
Due to related parties		—			(5	)
Other assets		422			268
Accounts payable		(438	)		(101	)
Accrued liabilities		(1,293	)		(9,369	)
Net Cash Provided by Operating Activities		17,889			21,463
Cash Flows from Investing Activities:
Capital expenditures		(13,142	)		(16,070	)
Proceeds from sale of properties and equipment		10,777			1,808
Net Cash Used in Investing Activities		(2,365	)		(14,262	)
Cash Flows from Financing Activities:
Purchase of stock for treasury		(709	)		(4,108	)
Purchase of non-controlling interests		—			(306	)
Proceeds from long-term bank debt and other long-term obligations		6,756			25,000
Repayment of long-term bank debt and other long-term obligations		(18,500	)		(29,745	)
Net Cash Used in Financing Activities		(12,453	)		(9,159	)
Cash and Cash Equivalents Period Increase (Decrease)		3,071			(1,958	)
Cash and Cash Equivalents at the Beginning of the Period		1,015			6,315
Cash and Cash Equivalents at the End of the Period	$	4,086		$	4,357
Supplemental Disclosures:
Income taxes paid	$	1		$	129
Interest paid	$	1,653		$	2,920

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements

PRIMEENERGY RESOURCES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

September 30, 2020

(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, 2019. 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, 2020 and December 31, 2019, the condensed consolidated results of operations, cash flows and equity for the nine months ended September 30, 2020 and 2019.

As of September 30, 2020, 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, 2019. 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.

(2) Acquisitions and Dispositions:

Historically the Company has repurchased the interests 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 by the Company as general partner and as managing trustee, respectively. During the nine months ended September 30, 2019 the Company purchased such interest totaling $306,000. The Company had no such repurchases during the nine months ended September, 30 2020.

In the third quarter of 2020, the Company sold approximately 1,950 acres of undeveloped deep rights in central Reagan County, Texas, receiving cash compensation of $10.7 million and in a separate transaction sold the Company’s operated properties in West Virginia for future payments of $200,000 and a retained overriding royalty interest in future drilling on approximately 31,000 undeveloped acres.

(3) Additional Balance Sheet Information:

Certain balance sheet amounts are comprised of the following:

	September 30,			December 31,
(Thousands of dollars)	2020			2019
Accounts Receivable:
Joint interest billing	$	1,692		$	3,339
Trade receivables		1,188			2,246
Oil and gas sales		2,344			7,284
Tax refund receivable		—			1,720
Other		481			189
		5,705			14,778
Less: Allowance for doubtful accounts		(418	)		(418	)
Total	$	5,287		$	14,360
Accounts Payable:
Trade	$	519		$	261
Royalty and other owners		3,735			4,227
Partner advances		1,180			1,024
Other		762			1,122
Total	$	6,196		$	6,634
Accrued Liabilities:
Compensation and related expenses	$	3,968		$	3,620
Property costs		1,556			2,829
Other		19			387
Total	$	5,543		$	6,836

(4) Property and Equipment:

Property and equipment at September 30, 2020 and December 31, 2019 consisted of the following:

(Thousands of dollars)	September 30,<br>2020			December 31,<br>2019
Proved oil and gas properties, at cost	$	500,888		$	527,729
Less: Accumulated depletion and depreciation		(309,396	)		(322,409	)
Oil and Gas Properties, Net	$	191,492		$	205,320
Field and office equipment	$	28,254		$	27,542
Less: Accumulated depreciation		(21,827	)		(20,762	)
Field and Office Equipment, Net	$	6,427		$	6,780
Total Property and Equipment, Net	$	197,919		$	212,100

(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. The Second Amended and Restated Credit Agreement and subsequent amendments were amended and restated by the 2017 Credit Agreement. Pursuant to the terms and conditions of 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, total indebtedness to EBITDAX (earnings before depreciation, depletion, amortization, taxes, interest expense and exploration costs) ratio and interest coverage 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.

On December 22, 2017, the Company and its lenders entered into a First Amendment to the Third Amended and Restated Credit Agreement. The credit agreement includes the addition of a new lender and retains all other aspects of the original credit agreement. As of the effective date of this amendment the Company’s borrowing base was increased to $85 million.

On July 17, 2018, the Company and its lenders entered into a Second Amendment to the Third Amended and Restated Credit Agreement. The credit agreement includes modifications for the borrowing base utilization margins and rates by type of borrowing, revises minimum quantifications for individual borrowings, reduces the overall percentage required for commodity hedge agreements, modifies the requirements placed on the Company’s ability to purchase equity interests and retains all other aspects of the original credit agreement. As of the effective date of this amendment the Company’s borrowing base was increased to $90 million.

On January 8, 2019, the Company and its lenders entered into a Third Amendment to the Third Amended and Restated Credit Agreement. The credit agreement includes additions for a Beneficial Ownership Certification on the effective date of the amendment. The agreement includes further clarifications for potential LIBOR loan market rate issues, swap agreement modifications and retains all other aspects of the original credit agreement. As of the effective date of this amendment the Company’s borrowing base was increased to $100 million. Pursuant to borrowing base redeterminations on June 26, 2019 and December 18, 2019, the borrowing base was set at $90, million and $72, million respectively.

On May 8^th^ 2020 , the Company and its lenders entered into a Fourth Amendment to the Third Amended and Restated Credit Agreement.

On September 4, 2020, the Company and its lenders entered into a Fifth Amendment to the Third Amended and Restated Credit Agreement. As of the effective date of this amendment the Company’s borrowing base was decreased to $50 million. The amendment includes an automatic reduction of $666,666.67 to the borrowing base on October 1, 2020, November 1, 2020 and December 1, 2020. The amendment also revised the applicable borrowing base utilization percentages for Eurodollar and ABR loans with a range of 2.5% to 3.5% and 1.5% to 2.5%, respectively. The agreement also adjusted percentages of title and mortgage guarantees supported by the oil and gas properties presented to the administrative agent at each borrowing redetermination as supported by the required reserve report.

At September 30, 2020, the Company had a total of $40 million of borrowings outstanding under its revolving credit facility at a weighted-average interest rate of 3.99 % and $10 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 3.94% for the nine months ended September 30, 2020 as compared to 5.44% for nine months ended September 30, 2019. The Company’s borrowings under this credit facility approximates fair value because the interest rates are variable and reflective of market rates.

Paycheck Protection Program Loans

Qualifying Expenses as described in and in compliance with the CARES Act. While the Company intends to use the PPP Loan proceeds exclusively for Qualifying Expenses, it is unclear and uncertain whether the conditions for forgiveness of the PPP Loans will be met under the current guidelines of the CARES Act. Accordingly, we cannot make any assurance that the Company will be eligible for forgiveness of the PPP Loans, in whole or in part. To the extent, if any, that any or all of the PPP loans are not forgiven, beginning one month following expiration 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 as financial liabilities.

(6) OtherLong-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.

Operating lease costs for the nine months ended September 30, 2020 were $434 thousand. Cash payments included in the operating lease cost for nine months ended September 30, 2020 were $462 thousand. The weighted-average remaining operating lease terms is 10 months. The amortization and interest expense for financing lease amounted to $1,778 and the cash payment for the lease was $1,913 and the lease term remaining was for 7 months.

The payment schedule for the Company’s operating and financing lease obligations as of September 30, 2020 is as follows:

	Operating			Financing
(Thousands of dollars)	Leases			Leases
2020	$	154		$	2
2021		106			2
Total undiscounted lease payments	$	260		$	4
Less: Amount associated with discounting		(24	)		(0	)
Net operating lease liabilities	$	236		$	4

The Company amended certain leases for office space in Texas and Oklahoma providing for payments of $461 thousand and $89 thousand in 2020 and 2021, respectively.

Rent expense for office space for the nine months ended September 30, 2020 and 2019 was $496,000 and $484,000, respectively.

Asset Retirement Obligation:

A reconciliation of the liability for plugging and abandonment costs for the nine months ended September 30, 2020 is as follows:

	September
(Thousands of dollars)	30,
	2020
Asset retirement obligation at December 31, 2019	$	21,118
Liabilities settled		(1,153	)
Liabilities divested		(5,186	)
Accretion expense		752
Asset retirement obligation at September 30, 2020	$	15,531

The Company’s liability is determined using significant assumptions, including current estimates of plugging and abandonment costs, annual inflation of these costs, the productive life of wells and a risk-adjusted interest rate. Changes in any of these assumptions can result in significant revisions to the estimated asset retirement obligation. Revisions to the asset retirement obligation are recorded with an offsetting change to producing properties, resulting in prospective changes to depreciation, depletion and amortization expense and accretion of discount. Because of the subjectivity of assumptions and the relatively long life of most of the Company’s wells, the costs to ultimately retire the wells may vary significantly from previous estimates.

(7) 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) Stock Options and Other Compensation:

In May 1989, non-statutory stock options were granted by the Company to four key executive officers for the purchase of shares of common stock. At June 30, 2020 and 2019, 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) 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 purchased interests totaling $306,000 for the nine months ended June 30, 2019. The Company had no such repurchases during the nine months ended September 30, 2020.

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.

(10) 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 natural gas, crude oil price swaps and natural gas liquid 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, 2020 and December 31, 2019:

September 30, 2020	Quoted Prices inActive MarketsFor IdenticalAssets (Level 1)		SignificantOtherObservableInputs (Level 2)		SignificantUnobservableInputs (Level 3)			Balance atSeptember30, 2020
(Thousands of dollars)
Assets
Commodity derivative contracts	$	—	$	—	$	223		$	223
Total assets		—	$	—	$	223		$	223
Liabilities
Commodity derivative contracts	$	—	$	—	$	(766	)	$	(766	)
Total liabilities	$	—	$	—	$	(766	)	$	(766	)

December 31, 2019	Quoted Prices in<br><br><br>Active Markets<br> <br>ForIdentical<br> <br>Assets (Level 1)		Significant<br><br><br>Other<br> <br>Observable<br><br><br>Inputs (Level 2)		Significant<br><br><br>Unobservable<br><br><br>Inputs (Level 3)			Balance atDecember 31,2019
(Thousands of dollars)
Assets
Commodity derivative contracts	$	—	$	—	$	272		$	272
Total assets	$	—	$	—	$	272		$	272
Liabilities
Commodity derivative contract	$	—	$	—	$	(753	)	$	(753	)
Total liabilities	$	—	$	—	$	(753	)	$	(753	)

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 , crude oil, natural gas liquids, 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 period ended September 30, 2020.

(Thousands of dollars)
Net Liability– December 31, 2019	$	(481	)
Total realized and unrealized (gains) losses:
Included in earnings (a)		6,114
Purchases, sales, issuances and settlements		(6,176	)
Net Liability September 30, 2020	$	(543	)
a)	Derivative instruments are reported in revenues as realized gain (loss) and on a separately reported line item<br>captioned unrealized gain (loss) on derivative instruments.
---	---

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.

Interest rate swap derivatives are treated as cash-flow hedges and are used to fix the Company’s floating interest rates on existing debt. The value of interest rate swaps if applicable, would be recorded in accumulated other comprehensive loss, net of tax. There are no current interest rate swaps for the periods ending September 30, 2020 and December 31, 2019.

The following table sets forth the effect of derivative instruments on the consolidated balance sheets at September 30, 2020 and December 31, 2019:

		Fair Value
(Thousands of dollars)	Balance Sheet Location	September 30,<br>2020			December 31,<br>2019
Asset Derivatives:
Derivatives not designated as cash-flow hedging instruments:
Natural gas commodity contracts	Derivative asset short-term	$	—		$	146
Crude oil commodity contracts	Derivative asset short-term		131			126
Natural gas commodity contracts	Derivative asset long-term		92			—
Total		$	223		$	272
Liability Derivatives:
Derivatives not designated as cash-flow hedging instruments:
Crude oil commodity contracts	Derivative liability short-term	$	(206	)	$	(715	)
Natural gas commodity contracts	Derivative liability short-term		(442	)		(38	)
Natural gas commodity contracts	Derivative liability long-term		(118	)		—
Total		$	(766	)	$	(753	)
Total derivative instruments		$	(543	)	$	(481	)

The following table sets forth the effect of derivative instruments on the consolidated statements of operations for the nine months ended September 30, 2020 and 2019:

	Location of gain (loss) recognized in income	Amount of gain/lossrecognized in income
(Thousands of dollars)		2020			2019
Derivatives not designated as cash-flow hedge instruments:
Natural gas commodity contracts	Unrealized gain on derivative instruments, net	$	533		$	82
Crude oil commodity contracts	Unrealized gain (loss) on derivative instruments, net		5,643			(900	)
Natural gas liquids contracts	Unrealized loss on derivative instruments, net		—			(1	)
Natural gas commodity contracts	Realized gain (loss) on derivative instruments, net		(576	)		90
Crude oil commodity contracts	Realized gain (loss) on derivative instruments, net		514			(1,302	)
Natural gas liquids contracts	Realized gain on derivative instruments, net		—			244
		$	6,114		$	(1,787	)

(11) 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,
	2020						2019
	Net Income(In<br>000’s)		WeightedAverage<br>Number ofSharesOutstanding		PerShare<br>Amount		Net<br>Income<br>(In<br>000’s)		Weighted<br>Average<br>Number of<br>Shares<br>Outstanding		PerShare<br>Amount
Basic	$	65		1,994,175	$	0.03	$	5,249		2,008,593	$	2.61
Effect of dilutive securities:
Options (a)				758,367				—		760,972
Diluted	$	65		2,752,542	$	0.02	$	5,249		2,769,565	$	1.90
	Three Months Ended September 30,
	2020						2019
	Net Income(In<br>000’s)		WeightedAverageNumber ofSharesOutstanding		PerShare<br>Amount		NetIncome(In000’s)		Weighted<br>Average<br>Number of<br>Shares<br>Outstanding		PerShare<br>Amount
Basic	$	6,501		1,994,177	$	3.26	$	2,512		2,008,688	$	1.25
Effect of dilutive securities:
Options (a)		—		756,154				—		760,552
Diluted	$	6,501		2,750,331	$	2.36	$	2,512		2,769,240	$	0.91

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

Our cash flows depend on many factors, including the price of oil and gas, 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 oil 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.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency due to the COVID-19 outbreak, which originated in Wuhan, China, and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. In addition, in March 2020, members of OPEC failed to agree on production levels which has caused an increased supply and has led to a substantial decrease in oil prices and an increasingly volatile market. The oil price war ended with a deal to cut global petroleum output but did not go far enough to offset the impact of COVID-19 on demand. There has been an increase in supply which has pushed prices down further since March. If the depressed pricing continues for an extended period it will lead to i) further reductions in the borrowing base under our credit facility which would require us to make additional borrowing base deficiency payments, ii) reductions in reserves, and iii) additional impairment of proved and unproved oil and gas properties. We also expect disclosures of supplemental oil and gas information to be impacted by price declines.

In response to recent commodity prices our efforts to reduce costs include reducing operating costs and electing to shut-in marginal wells. The Company reviewed field operations to minimize costs and identify wells for short term shut-ins. The Company has also implemented a reduction in workforce to further reduce general and administrative costs. The full impact of the COVID-19 outbreak and the decline in oil prices continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that these events will have on the Company’s financial condition, liquidity, and future results of operations.

Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. These matters may have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown, which may impair the Company’s asset values, including reserve estimates. Further, consumer demand has decreased since the spread of the outbreak and new travel restrictions placed by governments in an effort to curtail the spread of the coronavirus. Although the Company cannot estimate the length or gravity of the impacts of these events at this time, if the pandemic and/or decreased oil prices continue, they may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.

Our financial results depend on many factors, particularly the price of natural gas and crude oil and our ability to market our production 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.

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 on the open market 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 price we

may receive for our oil, natural gas and NGLs. The price of oil and natural gas has fallen significantly since the beginning of 2020, due in part to failed Organization of Petroleum Exporting Countries (“OPEC”) negotiations as well as concerns about the COVID-19 pandemic and its impact on the worldwide economy and global demand for oil and gas. The resulting precipitous decline in oil and gas pricing experienced during March 2020, through the date of this report, if prolonged. or a further deterioration of the market price for oil and natural gas, will negatively impact our cash flows.

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 19,680 gross (12,322 net) acres, 97% of which is located in Reagan, Upton, Martin, and Midland counties of Texas where our current horizontal drilling activity is focused. We believe this acreage has significant resource potential in the Spraberry and Wolfcamp intervals for additional horizontal drilling that could support the drilling of as many as 250 additional horizontal wells. In Oklahoma we maintain an acreage position of approximately 56,360 gross (10,580 net) acres. Our Oklahoma horizontal development is focused primarily in Canadian, Kingfisher, Grady, and Garvin counties. We believe approximately 3,460 net acres in these counties hold significant additional resource potential that could support the drilling of as many as 52 new horizontal wells based on an estimate of four to ten wells per section, depending on the reservoir target area. Should we choose to participate with a working interest in future development, our share of these future capital expenditures would be approximately $40 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.

District Information:

The following table represents certain reserve and well information as of December 31, 2019. Note, the Appalachian District properties, described in the table below, were sold August 1, 2020.

Proved Reserves as of December 31, 2019 (MBoe)
Developed	296	726	2,013	7,582	11	10,628
Undeveloped	—	—	81	3,526	—	3,607
Total	296	726	2,094	11,108	11	14,235
Average Daily Production (Boe per day)	240	348	840	3703	4	5,133
Gross Productive Wells (Working Interest and ORRI Wells)	528	263	567	561	105	2,024
Gross Productive Wells (Working Interest Only)	481	233	418	522	45	1,699
Net Productive Wells (Working Interest Only)	451	143	216	257	4	1,071
Gross Operated Productive Wells	438	125	144	298	—	1,005
Gross Operated Water Disposal, Injection and Supply wells	1	7	44	7	—	59

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. These services consist of well service support, site preparation and construction services for drilling and workover operations. Our operations are performed utilizing workover or swab rigs, water transport 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, exploration and production activities in the Gulf Coast region are primarily concentrated in 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. We had 233 producing wells (143 net) in the Gulf Coast region as of December 31, 2019, of which 125 wells are operated by us. Average net daily production in 2019 was 348 Boe. At December 31, 2019, we had 726 MBoe of proved reserves in the Gulf Coast region, which represented 5.1% of our total proved reserves. We maintain an acreage position of over 12,700 gross (5,120 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, nineteen water transport trucks, two saltwater disposal wells 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. As of September 30, 2020, 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, 2019, we had 418 wells (216 net) in the Mid-Continent area, of which 144 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 2019 was 840 Boe. At December 31, 2019, we had 2,094 MBoe of proved reserves in the Mid-Continent area, or 14.7% of our total proved reserves. We maintain an acreage position of approximately 56,358 gross (10,580 net) acres in this region, primarily in Canadian, Kingfisher, Grant, Major, and Garvin counties. We operate a field service group in this region from a field office in Elmore City, utilizing one workover rig and one saltwater hauling truck. Our Mid-Continent region is actively participating with third-party operators in the horizontal development of lands that include Company owned interest in several counties in the Stack and Scoop plays of Oklahoma where drilling is primarily targeting reservoirs of the Mississippian, and Woodford formations. As of September 30, 2020, in the Mid-Continent region, the Company was is participating in the drilling and/or completion of four wells, with overriding royalty only in eight additional wells, all included as Proved Undeveloped in the 2019 year-end reserve report.

West Texas Region

Our West Texas activities are concentrated in the Permian Basin in Texas and New Mexico. The Spraberry field was discovered in 1949, encompasses eight counties in West Texas and the Company believes it is the largest oil field in the United States. The field is approximately 150 miles long and 75 miles wide at its widest point. The oil produced is West Texas Intermediate Sweet, and the gas produced is casing-head gas with an average energy content of 1,400 Btu. The oil and gas are produced primarily from five intervals; the Upper and Lower Spraberry, the Wolfcamp, the Strawn, and the Atoka, at depths ranging from 6,700 feet to 11,300 feet. This region is managed from our office in Midland, Texas. As of December 31, 2019, we had 522 wells (257 net) in the West Texas area, of which 298 wells are operated by us. Principal producing intervals are in the Spraberry, Wolfcamp, and San Andres formations at depths ranging from 4,200 to 12,500 feet. Average net daily production in 2019 was 3,703 Boe. At December 31, 2019, we had 11,108 MBoe of proved reserves in the West Texas area, or 78% of our total proved reserves. We maintain an acreage position of approximately 19,910 gross (12,560 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, four 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 in our own operated wells and locations. At December 31, 2019, the Company had committed to participate in the drilling of ten Proved Undeveloped horizontal drilling locations. Seven of the ten wells were drilled by April 15, 2020. One well was put on production in July of this year and six other wells are expected to be producing by May 2021.

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, 2019. 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 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 twenty-five years of experience, holds a Bachelor 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
	Oil		NGLs		Gas		Total		Oil		NGLs		Gas		Total		Oil		NGLs		Gas		Total
As of December 31,	(MBbls)		(MBbls)		(MMcf)		(MBoe)		(MBbls)		(MBbls)		(MMcf)		(MBoe)		(MBbls)		(MBbls)		(MMcf)		(MBoe)
2017		5,333		1,703		17,143		9,893		505		156		710		779		5,838		1,859		17,853		10,672
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
(a)	In computing total reserves on a barrels of oil equivalent (Boe) basis, gas is converted to oil based on its<br>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.
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At December 31, 2017 our reserve report included 779 MBoe of proved undeveloped reserves attributable to 22 horizontal wells that were all completed in 2018, therefore, 100% of these reserves were converted to proved developed in the 2018 year-end reserves report.

In 2018, the Company drilled and completed seventeen horizontal wells in West Texas and eleven horizontal wells in Oklahoma. In addition, the Company added reserves through overriding royalty interest in 16 wells, primarily in Oklahoma and Texas. At year-end 2018, thirteen of the seventeen wells completed in 2018 were designated as Shut-In: eight in our West Texas horizontal development program, which were brought on production in February, 2019, and five in our Oklahoma Scoop-Stack development program, which were brought on production in March, 2019.

At December 31, 2018, our reserve report included 43 MBoe of proved undeveloped reserves attributable to eight horizontal wells that had been drilled but had not yet been completed: three of these were completed in 2019, converting 24 Mboe of undeveloped reserves to proved developed, and five remained uncompleted as of December 31, 2019, which account for 18 Mboe of the 43 Mboe. The Company has 9% ownership in one of these five wells and less than 1% in four wells.

In 2019, in West Texas, in addition to the eight wells classified as Shut-in at year-end 2018 that were brought on production in February, we participated in the drilling and completion of three wells on our Kashmir tract: two wells with an average 49% interest, and a third well for 5.3% interest. One of each of these wells was completed in the Wolfcamp “A”, Jo Mill, and Lower Spraberry. All three wells were brought on production in May of 2019.

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 Slash, Osborn, and Leon tracts, with an average 1.34% interest. In addition, three wells drilled in Oklahoma in 2018, designated as proved undeveloped at year-end 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 the 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.

At December 31, 2019, the Company had 3,607 Mboe of undeveloped reserves attributable to 22 wells operated by others that were anticipated to be drilled and completed primarily in 2020: ten of these are located in our West Texas horizontal development program and account for 3,526 Mboe of the total, and 12 wells are located in our Oklahoma Scoop-Stack horizontal program and account for 81 Mboe of the total. Of the 12 locations in Oklahoma, six were drilled and are on production, four have been drilled but not yet completed and two are not yet drilled. Nine of the ten wells in West Texas are located on our 1,300 acre Kashmir tract in Upton County. By April 15, of this year six of these had been drilled and are awaiting completion, which is now expected to occur the end of February or beginning of March 2021. Our average 47.76% share of the cost of these six horizontal wells will be approximately $19.4 million. Drilling of the remaining three wells is expected to occur the end of February or beginning of March 2021.

In the first half of 2020, the Company participated in a horizontal well for 8.36% interest operated by Pioneer Natural Resources completed and brought into production in July 2020. Our total net expenditure for this well will be approximately $630,000. Additional drilling and future development plans will be established based on an expectation of available cash flows from operations and availability of funds under our revolving credit facility.

We employ technologies to establish proved 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, electrical logs, radioactivity logs, geologic maps, production data, and well 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, 2019, are summarized as follows (in thousands of dollars):

	Proved Developed				Proved Undeveloped				Total
As of December 31,	Future NetRevenue		PresentValue 10Of FutureNetRevenue		Future NetRevenue		PresentValue 10Of FutureNetRevenue		Future NetRevenue		PresentValue 10Of FutureNetRevenue		Present<br>Value 10Of FutureIncomeTaxes		StandardizedMeasure ofDiscountedCash flow
2017	$	160,737	$	111,614	$	13,564	$	6,100	$	174,301	$	117,714	$	10,800	$	106,914
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

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 prior 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.

RECENT ACTIVITIES

Since the start of our West Texas horizontal drilling program in 2015 and through the third quarter of 2020 the Company has participated in 74 horizontal wells in the Permian Basin, seven of which were drilled in the first half of 2020. Through July 2020, the Company has invested approximately $112 MM in our West Texas horizontal drilling program. Of the 74 total horizontal wells participated in, we have an average of 24% working interest. In 2019, 11 wells were brought on production: the Company has 49% interest in eight of these wells, all one-mile in length, located on our CC-33 tract, and an average 48% interest in two horizontals and 5.3% interest in one additional horizontal, that are each two-miles in length, located on the Kashmir tract. The Company invested approximately $31.5 million in these 11 wells brought on production in 2019. Through the second quarter of 2020, the Company participated in seven new horizontal wells, all located in Upton County, Texas. Six of these are operated by Apache Corporation and one is operated by Pioneer Natural Resources. The Pioneer well was completed in late June and came on production in early July 2020. The six Apache operated wells are anticipated to be completed the end of February or beginning of March 2021.

In Upton County, West Texas, we are developing a contiguous 3,260-acre block with our joint venture partner, Apache Corporation. In this block the Company has 2,600 leasehold acres with interest between 14% and 56%, depending on the particular lease and depth being developed. In 2018, in this block, eight wells drilled horizontally in the Wolfcamp “B”, were participated in for 49% interest. This is believed to be full development of the Wolfcamp “B” reservoir for this lease block. Apache will likely now set its sights on development of the Upper Wolfcamp, Jo Mill, and Lower Spraberry reservoirs for this block, following the recent successful testing in 2019 of these reservoirs on our offset 1,300-acre lease block. Given the favorable results achieved by the initial three wells on the offset block, it is expected that as many as 54 additional horizontals will be slated for development on the 3,260-acre block in the near future. The cost of such development would be approximately $370.6 million with the Company’s share being approximately $170.8 million. In addition, there is a fourth target reservoir, the Middle Spraberry, that is also prospective for development. The potential of the Middle Spraberry, on the 3,280-acre block, is for 18 horizontal wells to be drilled, with the Company likely participating for approximately $61.8 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 acreage block under development, the Company is also 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 between 5% and 48% working interest in various depths of this acreage, and of the $26.7 million development cost for these three wells, our share was approximately $9.2 million. As a result of the success of these three wells, six horizontals were drilled in the first half of 2020 on this acreage block. We have an average 47.76% share of these wells. In addition to the six development locations in the Wolfcamp “A”, Jo Mill and Lower Sprayberry of our 1,300-acre block, there are four locations in the Middle Spraberry that are likely to be considered for future development at an estimated gross cost of approximately $30.2 million, with the Company’s share being approximately $14.2 million. Also in the first half of 2020, the Company participated in a horizontal well for 8.36% interest operated by Pioneer Natural Resources that was completed and brought into production in July, 2020. Our total net expenditure for this well has been approximately $630,000.

Also in the Permian Basin of West Texas, we are developing a 965-acre block with Concho Resources in Martin County, Texas. In 2016 and 2017, four horizontal wells were drilled and completed and put on production. The Company owns 35% to 38% interest in this joint venture acreage where Concho Resources is the operator. No near-term additional drilling plans have been received from Concho Resources, however, offset operators have been actively drilling and their results are encouraging for the future development of multiple landing zones within this acreage block.

In Central Reagan County, of West Texas, during the third quarter of 2020, the Company has sold deep rights covering approximately 1,950 acres for a purchase price of $10.3 million to-date, with a final total compensation expected to be $10.7 million.

Since the start of our Oklahoma Scoop-Stack horizontal development program, which began in 2013, the Company has participated in 41 horizontal wells for approximately $23.5 million through 2019 with an average of approximately 7% interest. There have been no new wells participated in through the third quarter of 2020. During this same period the Company chose to retain an overriding royalty interest in an additional 69 horizontal wells. In 2019, the Company participated for an average 5.78% interest in 20 horizontal wells in Canadian, Grady, and Kingfisher counties for a net cost of approximately $8.8 million. All 20 wells were completed in 2019, and of these 20 wells, twelve are operated by Encana/Newfield. In addition, the Company is also participating in four wells in Grady County, Oklahoma spud in 2018 that have not yet been completed. During 2019, in Oklahoma, the Company retained an overriding royalty interest in eighteen wells, nine of which were completed in 2019, and nine of which have yet to be completed. Through the third quarter of 2020, the Company has retained an interest in four wells located in Canadian County, Oklahoma, completed in February of this year.

Our horizontal activity in Oklahoma is focused in Canadian, Grady, Kingfisher, Garfield, Major, and Garvin counties where we have approximately 3,401 net acres. We believe this acreage has significant additional resource potential that could support the drilling of as many as 49 new horizontals based on an estimate of six wells per section: three in the Mississippian and three in the Woodford Shale. Should we choose to participate in future development, our share of the capital expenditures would be approximately $34 million at an average 10% ownership level; the Company will otherwise sell its rights for cash, or cash plus a royalty or working interest.

In 2019, in the Gulf Coast region of Texas, the Company participated with Unit Petroleum in the successful recompletion of two wells in the Wilcox Formation of the Jazz field in Polk County, Texas. The Company has a 2.8125% working interest and a 3.768% net revenue interest in these wells and participated for approximately $45,000. Also in 2019, the Company successfully recompleted a shallow straight hole well in the Segno field of Polk County, Texas with a 72.5% working interest.

In early August 2020, the Company closed on the sale of its West Virginia District operated assets. The sale includes 456 producing wells, along with approximately 35,000 leasehold acres, one salt water disposal well, and operating equipment. The Company has retained an overriding royalty interest, up to 12.5%, in any future drilling of these properties.

RESULTS OF OPERATIONS

2020 and 2019 Compared

We reported net income of $6.5 million, or $3.26 per share and $65 thousand or $0.03 per share for the three and nine months ended September 30, 2020, respectively, as compared to net income of $2.5 million, or $1.25 per share and $5.2 million, or $2.61 per share for the three and nine months ended September 30, 2019, respectively. Current year net income reflects decreases in production combined with commodity price decreases over the three and nine months ended September 30, 2019, increases in gains related to the sale of acreage and changes related to the valuation of derivative instruments. The significant components of income and expense are discussed below.

Oil, gas and NGLs sales decreased $11.2 million, or 55.9% from $20.1 million for the three months ended September 30, 2019 to $8.9 million for the three months ended September 30, 2020 and $41.0 million, or 60.9% from $67.3 million for the nine months ended September 30, 2019 to $26.3 million for the nine months ended September 30, 2020.

The following table summarizes the primary components of production volumes and average sales prices realized for the nine months ended September 30, 2020 and 2019 (excluding realized gains and losses from derivatives).

			Nine months ended September 30,
	2020		2019		Increase /(Decrease)			Increase /(Decrease)
Barrels of Oil Produced		538,000		1,012,000		(474,000	)		(47	)%
Average Price Received	$	38.41	$	54.72	$	(16.31	)		(30	)%
Oil Revenue (In 000’s)	$	20,663	$	55,370	$	(34,707	)		(63	)%
Mcf of Gas Sold		2,038,000		3,549,000		(1,241,000	)		(35	)%
Average Price Received	$	1.06	$	1.43	$	(0.37	)		(26	)%
Gas Revenue (In 000’s)	$	2,441	$	5,057	$	(2,616	)		(52	)%
Barrels of Natural Gas Liquids Sold		319,000		445,000		(126,000	)		(28	)%
Average Price Received	$	10.07	$	15.52	$	(5.45	)		(35	)%
Natural Gas Liquids Revenue (In 000’s)	$	3,212	$	6,906	$	(3,694	)		(53	)%
Total Oil & Gas Revenue (In 000’s)	$	26,316	$	67,333	$	(41,017	)		(61	)%
			Three months ended September 30,
---	---	---	---	---	---	---	---	---	---	---
	2019		2020		Increase /(Decrease)			Increase /(Decrease)
Barrels of Oil Produced		160,000		323,000		(163,000	)		(50	)%
Average Price Received	$	39.62	$	52.41	$	(12.79	)		(24	)%
Oil Revenue (In 000’s)	$	6,339	$	16,928	$	(10,589	)		(63	)%
Mcf of Gas Sold		496,000		1,305,632		(809,632	)		(62	)%
Average Price Received	$	2.12	$	1.12	$	1.00			89	%
Gas Revenue (In 000’s)	$	1,052	$	1,467	$	(415	)		(28	)%
Barrels of Natural Gas Liquids Sold		106,000		156,983		(50,983	)		(32	)%
Average Price Received	$	13.91	$	10.75	$	3.16			29	%
Natural Gas Liquids Revenue (In 000’s)	$	1,474	$	1,687	$	(213	)		(13	)%
Total Oil & Gas Revenue (In 000’s)	$	8,865	$	20,082	$	(11.217	)		(56	)%

Oil, Natural Gas and NGL Derivatives We do not apply hedge accounting to any of our commodity 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 decreased $2.3 million or 47.2% from $4.9 million for the third quarter 2019 to $2.6 million for the third quarter 2020 and $5.1 million, or 35.6% from $14.4 million for the nine months ended September 30, 2019 to $9.2 million for the nine months ended September 30, 2020. This decrease is a combined result of decreased utilization and rates charged to customers as oil and gas prices declined during 2020. Workover rig services, hot oil treatments, saltwater hauling and disposal represent the bulk of our field service operations.

Lease operating expense decreased $4.4 million or 53.6% from $8.2 million for the third quarter 2019 to $3.8 million for the third quarter 2020, and decreased $8.1 million or 33.0% from $24.4 million for the nine months ended September 30, 2019 to $16.4 million for the nine months ended September 30, 2020. This decrease is primarily due to the shut-in of high lifting cost properties during 2020 combined with lower production taxes related to lower commodity prices.

Field service expense decreased $2.0 million or 50.3% from $4.0 million for the third quarter 2019 to $2.0 million for the third quarter 2020 and decreased $4.2 million, or 35.9% from $11.6 million for the nine months ended September 30, 2019 to $7.4 million for the nine months ended September 30, 2020. Field service expenses primarily consist of salaries and vehicle operating expenses which have decreased during the three and nine months ended September 30, 2020 over the same periods of 2019 related to decreased utilization of the equipment as oil and gas prices declined during 2020.

Depreciation, depletion, amortization and accretion on discounted liabilities increased $0.1 million, or 1.9% from $9.3 million for the third quarter 2019 to $9.4 million for the third quarter 2020 and decreased $3.3 million, or 9.9% from $27.8 million for the nine months ended September 30, 2019 to $24.5 million for the nine months ended September 30, 2020, reflecting the reduced production rates in the nine months of 2020.

General and administrative expense decreased $0.3 million, or 9.9% from $2.9 million for the three months ended September 30, 2019 to $2.6 million for the three months ended September 30, 2020, and increased $0.3 million, or 2.0% from $12.6 million for the nine months ended September 30, 2019 to $12.9 million for the nine months ended September 30, 2020. This overall increase in 2020 is primarily due to increases in employee wages and benefits during the first quarter offset by staff reductions reflected in the third quarter decrease.

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.

Interest expense decreased from $0.9 million for the third quarter 2019 to $0.5 million for the third quarter 2020 and from $2.9 million for the nine months ended September 30, 2019 to $1.6 million for the nine months ended September 30, 2020. This decrease reflects the decrease in rates and current borrowings under our revolving credit agreement.

Income tax expense or benefit for the September 30, 2020 and 2019 periods varied due to the change in net income or loss for those periods. The tax benefit recorded for the nine months ended September 30, 2020 includes the benefits related to tax changes under the CARES Act.

LIQUIDITY AND CAPITAL RESOURCES

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 for the nine months ended September 30, 2020 was $17.9 million. 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.

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.

If our exploratory drilling results in significant new discoveries, we will have to expend additional capital to finance the completion, development, and potential additional opportunities generated by our success. We believe that, because of the additional reserves resulting from the successful wells and our record of reserve growth in recent years, we will be able to access sufficient additional capital through bank financing.

Maintaining a strong balance sheet and ample liquidity are key components of our business strategy. For 2020, we will continue our focus on preserving financial flexibility and ample liquidity as we manage the risks facing our industry. Our 2020 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. 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, 2021, providing for a credit facility totaling $300 million, with a borrowing base of $48 million. As of November 25, 2020, the Company has $40.0 million in outstanding borrowings and $8.0 million in availability under this facility. 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. 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 credit agreement required us to hedge a portion of our production as forecasted for the PDP reserves included in our borrowing base review engineering reports. Accordingly the Company has in place the following swap and put agreements for oil and natural gas.

				2020		2021
Swap Agreements
Natural Gas (MMBTU)	—	1,166,000	570,000		—		2.46	2.69
Oil (barrels)		24,000					42.42
Put Agreements
Natural Gas (MMBTU)	520,000	500,000		$	2.25	$	2.00
Oil (barrels)	30,400	66,000		$	46.70	$	35.00

On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property.

We have experienced significant disruptions to our business and operations. In particular, COVID-19 restrictions have limited access to our corporate offices and required our corporate personnel, including our legal and accounting staff.

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. 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. While the Company intends to use the PPP Loan proceeds exclusively for Qualifying Expenses, it is unclear and uncertain whether the conditions for forgiveness of the PPP Loans will be met under the current guidelines of the CARES Act. Accordingly, we cannot make any assurance that the Company will be eligible for forgiveness of the PPP Loans, in whole or in part. To the extent, if any, that any or all of the PPP loans are not forgiven, beginning one month following expiration 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’s activities include development and exploratory 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.

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. Spending under these programs in 2020 and 2019 was $0.71 million and $5.9 million, respectively. In the current price environment, the Company will suspend their stock repurchase program.

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 six months of 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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, 2020, the Company purchased the following shares of common stock as treasury shares.

2020 Month
January	3,701	148,821
February	900	147,921
March	200	147,921
April	—	147,921
May	—	147,921
June	—	147,921
July	—	147,921
August	—	147,921
September	—	147,921
Total/Average

All values are in US Dollars.

(1)	In December 1993, we announced that the Board of Directors authorized a stock repurchase program whereby we may<br>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<br>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.<br>Through September 30, 2020, a total of 3,552,279 shares have been repurchased under this program for $74,934,725 at an average price of $21.09 per share. Additional purchases of shares may occur as market conditions warrant.
Item 3.	DEFAULTS UPON SENIOR SECURITIES
---	---

(1)

In December 1993, we announced that the Board of Directors authorized a stock repurchase program whereby we may<br>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<br>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.<br>Through September 30, 2020, a total of 3,552,279 shares have been repurchased under this program for $74,934,725 at an average price of $21.09 per share. Additional purchases of shares may occur as market conditions warrant.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

---

None

Item 4.	RESERVED
Item 5.	OTHER INFORMATION
---	---

None

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<br> 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<br> 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<br> the year ended December 31, 2004).
10.22.5.10	Third Amended and Restated Credit Agreement dated as of February 15, 2017 among PrimeEnergy Resources Corporation, as Borrower, Compass Bank,<br> 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<br>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).
10.22.5.10.1	THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 8, 2019, among PRIMEENERGY RESOURCES CORPORATION, as Borrower,<br>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<br>PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2018).
10.22.5.10.2	SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 17, 2018 among PRIMEENERGY CORPORATION, as Borrower, THE<br> 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<br>PrimeEnergy Corporation Form 10-Q for the quarter ended June 30, 2018).
10.22.5.10.3	THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 8, 2019, among PRIMEENERGY RESOURCES CORPORATION, as Borrower,<br>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<br>PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2018).
10.22.5.10.4	FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 8, 2020 among PRIMEENERGY RESOURCES CORPORATION, as Borrower, THE LENDERS PARTY HERETO, BBVA USA (f/k/a COMPASS BANK),<br> as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA USA, as Sole Lead Arranger and Sole Book Runner (Filed Herewith).
10.22.5.10.5	FIFTH 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,)<br> as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, and BBVA USA, as Sole Lead Arranger and Sole Book Runner (Filed Herewith).
10.22.5.11	Amended, Restated and Consolidated Guaranty dated as of February 15, 2017, among PrimeEnergy Management Corporation, Prime Operating Company,<br> 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<br>PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2016).
10.22.5.12	Amended, Restated and Consolidated Pledge and Security Agreement dated as of February 15, 2017, among PrimeEnergy Resources Corporation, PrimeEnergy<br>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<br>(Incorporated by reference to Exhibit 10.22.5.12 to PrimeEnergy Resources Corporation Form 10-K for the year ended December 31, 2016).
10.22.5.13	Amended, Restated and Consolidated Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement Dated as of<br> 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).
10.22.5.14	Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Financing Statement Dated as of May 5, 2017 (Incorporated by reference<br> to Exhibit 10.22.5.14 to PrimeEnergy Resources Corporation Form 10-Q for the quarter ended March 31, 2017).
10.22.5.15	Amended, Restated and Consolidated Mortgage of Oil and Gas Property, Security Agreement, Assignment of Production and Financing Statement Dated<br> as of May 5, 2017 (Incorporated by reference to Exhibit 10.22.5.15 to PrimeEnergy Resources Corporation Form 10-Q for the quarter ended March 31, 2017).

Exhibit No.
14	PrimeEnergy Resources Corporation Code of Business Conduct and Ethics, as amended December 16, 2011 (Incorporated by reference to Exhibit 14 of<br> 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	XBRL (eXtensible Business Reporting Language) Instance Document (filed herewith)
101.SCH	XBRL Taxonomy Extension Schema Document (filed herewith)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)

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 25, 2020	By:	/s/ Charles E. Drimal, Jr.
		Charles E. Drimal, Jr.
		Chairman, President

EX-10.22.5.10.4

Exhibit 10.22.5.4

FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

May [__], 2020

among

PRIMEENERGY RESOURCESCORPORATION,

as Borrower,

THE LENDERS PARTY HERETO,

BBVA USA (f/k/a COMPASS BANK),

as Administrative Agent,

WELLSFARGO BANK, NATIONAL ASSOCIATION,

as Documentation Agent,

and

BBVA USA,

as Sole Lead Arranger and Sole Book Runner

FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS **** FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of May [__], 2020, among PRIMEENERGY RESOURCES CORPORATION, a Delaware corporation (the “Borrower”), the financial institutions executing this Amendment as Lenders, and BBVA USA (f/k/a COMPASS BANK), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as Issuing Bank.

R E CI T A L S

A. The Borrower, the Lenders party thereto and the Administrative Agent are parties to that certain Third Amended and Restated Credit Agreement, dated as of February 15, 2017, and as amended by (i) that certain First Amendment to Third Amended and Restated Credit Agreement dated as of December 22, 2017, (ii) that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of July 17, 2018, and (iii) that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of January 8, 2019 (collectively, the “Original CreditAgreement”).

B. The parties desire to amend the Original Credit Agreement as hereafter provided.

NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Same Terms. All terms used herein that are defined in the Credit Agreement (as hereinafter defined) shall have the same meanings when used herein, unless the context hereof otherwise requires or provides. In addition, from and after the Effective Date (as hereinafter defined), (a) all references in the Original Credit Agreement and, where appropriate in the context, in the other Loan Documents to the “Credit Agreement” **** shall be deemed to be references to the Original Credit Agreement, as amended by this Amendment and as the same may hereafter be amended or otherwise modified from time to time, and (b) all references in the Loan Documents to the “Loan Documents” shall mean the Loan Documents, as amended by the Modification Papers and as the same may hereafter be amended or otherwise modified from time to time. In addition, the following terms have the meanings set forth below:

“Credit Agreement” means the Original Credit Agreement, as amended by this Amendment.

“Effective Date” means the date on which the conditions specified in Section 2 below are satisfied (or waived in writing by the Administrative Agent).

“Modification Papers” means this Amendment, and all of the other documents and agreements executed in connection with the transactions contemplated by this Amendment.

ConditionsPrecedent. The obligations and agreements of the Lenders as set forth in this Amendment are subject to the satisfaction, unless waived in writing by Administrative Agent, of each of the following conditions (and upon such satisfaction, this Amendment shall be deemed to be effective as of the Effective Date):

(a) Amendment. Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, each Loan Party, and Lenders constituting Majority Lenders; and

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(b) Expenses. Administrative Agent shall have received payment of all out-of-pocket fees and expenses (including reasonable attorneys’ fees and expenses) incurred by Administrative Agent in connection with the preparation, negotiation and execution of the Modification Papers.

Amendments to Original Credit Agreement. On the Effective Date, the Original Credit Agreement shall be amended as follows:

(a) Section 1.02 of the Original Credit Agreement shall be amended by adding the following definitions in appropriate alphabetical order:

“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act, as amended (including any successor thereto), and all applicable rules and regulations with respect thereto.

“Covered Party” has the meaning assigned to such term in Section 12.21.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Permitted PPP Loans” means one or more unsecured loans to one or more Loan Parties in an aggregate principal amount of all such loans not to exceed $2,500,000, in each case, advanced by BBVA USA pursuant to the Paycheck Protection Program of the CARES Act, so long as no Default or Event of Default shall have occurred and be continuing at the time of incurrence thereof.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to such term in Section 12.21.

“Supported QFC” has the meaning assigned to such term in Section 12.21.

“U.S. Special Resolution Regimes” has the meaning assigned to such term in Section 12.21.

(b) Article VIII of the Original Credit Agreement shall be amended by adding a new Section 8.22 to read in its entirety as follows:

Section 8.22 Permitted PPP Loan. Each Loan Party will (a) comply with the requirements for the Paycheck Protection Program as set forth in Title I of the CARES Act and related guidance, (b) use the proceeds of the Permitted PPP Loans only for allowable purposes under the CARES Act, (c) use commercially reasonable efforts to conduct its business in a manner that maximizes the amount of the Permitted PPP Loans that is forgiven, (d) keep necessary and appropriate records relating to the use of the Permitted PPP Loans (and promptly provide such records to the Administrative Agent upon the Administrative Agent’s reasonable request) and (e) promptly apply for forgiveness of the Permitted PPP Loans in accordance with the regulations implementing Section 1106 of the CARES Act (and promptly provide documentation, and status, of such forgiveness to the Administrative Agent upon the Administrative Agent’s reasonable request and, in any event, within 5 Business Days of the final determination thereof), (f) not directly or indirectly, agree to any amendment or modification of the Permitted PPP Loans that would be materially adverse to the Administrative Agent or the Lenders, and (g) not make any optional prepayment of any portion of the Permitted PPP Loans (whether by refinancing or otherwise).

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(c) Section 9.02 of the Original Credit Agreement shall be amended by re-lettering clauses (g) and (h) to be clauses (h) and (i), respectively, and adding a new clause (g) to read in its entirety as follows:

(g) the Permitted PPP Loans;

(d) Section 10.01(d) of the Original Credit Agreement shall be amended to add the phrase “, Section 8.22” immediately after the phrase “Section 8.20”.

(e) Article XII of the Original Credit Agreement shall be amended by adding a new Section 12.21 to read in its entirety as follows:

Section 12.21 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of Texas and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Certain Representations. Each Loan Party represents and warrants that, as of the Effective Date: (a) such Person has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of such Person enforceable in accordance with their terms, except as enforceability may be limited by general principles

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of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by such Person thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, each Loan Party represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality or Material Adverse Effect shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

No Further Amendments. Except as previously amended or waived in writing or as amended or waived hereby, the Credit Agreement shall remain unchanged and all provisions shall remain fully effective between the parties thereto.
Acknowledgments andAgreements. Each Loan Party acknowledges that on the date hereof all outstanding Secured Obligations are payable in accordance with their terms, and such Person waives any defense, offset, counterclaim or recoupment with respect thereto. Each of the Borrower, each other Loan Party, the Administrative Agent, the Issuing Bank and the Lenders does hereby adopt, ratify and confirm the Credit Agreement and acknowledges and agrees that the Credit Agreement is and remains in full force and effect. Each Loan Party acknowledges and agrees that its liabilities and obligations under the Credit Agreement and the other Loan Documents are not impaired in any respect by this Amendment.
Limitation on Agreements. The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Credit Agreement or any of the other Loan Documents, or (b) to prejudice any other right or rights that the Administrative Agent, the Issuing Bank or the Lenders now have or may have in the future under or in connection with the Credit Agreement and the other Loan Documents or any of the other documents referred to herein or therein. The Modification Papers shall constitute Loan Documents for all purposes.
Confirmation of Security. Each Loan Party hereby confirms and agrees that all of the Security Instruments that presently secure the Secured Obligations shall continue to secure, in the same manner and to the same extent provided therein, the payment and performance of the Secured Obligations as described in the Credit Agreement.
Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Loan Party continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Secured Obligations, as such Secured Obligations may have been amended by this Amendment, and its execution and delivery of this Amendment does not indicate or establish an approval or consent requirement by any Loan Party under the Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Loan Documents.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Amendment by facsimile or other electronic means shall be deemed effective as delivery of a manually executed counterpart of this Amendment.

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Incorporation of Certain Provisions by Reference. The provisions of Section 12.09 of the Credit Agreement captioned “Governing Law, Jurisdiction, Consent to Service of Process” is incorporated herein by reference for all purposes.
Release. To induce the Administrative Agent, the Issuing Bank and the Lenders to agree to the terms hereof, Borrower represents and warrants that as of the Effective Date, there are no claims or offsets or defenses or counterclaims to Borrower’s obligations under the Loan Documents, and in accordance therewith Borrower:

(a) waives any and all such claims, offsets, defenses or counterclaims, whether known or unknown, arising under the Loan Documents prior to the Effective Date; and

(b) releases and discharges each of the Administrative Agent, the Issuing Bank, the Lenders and their respective Related Parties (collectively, the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, rights, causes of action or other demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which Borrower ever had, now has or claims to have or may have against any Released Party arising prior to the Effective Date and from or in connection with the Loan Documents or the transactions contemplated thereby.

Entirety, Etc. This Amendment, the other Modification Papers and all of the other Loan Documents embody the entire agreement among the parties. THIS AMENDMENT, THE OTHER MODIFICATION PAPERS AND ALL OF THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[This space is leftintentionally blank. Signature pages follow.]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be effective as of the Effective Date.

BORROWER:
PRIMEENERGY RESOURCES CORPORATION
By:	<br>
Name:	Beverly A. Cummings
Title:	Executive Vice President, Treasurer & Chief Financial Officer
GUARANTORS:
PRIMEENERGY MANAGEMENT CORPORATION
By:
Name:	Beverly A. Cummings
Title:	Executive Vice President, Treasurer & Chief Financial Officer
PRIME OPERATING COMPANY
By:
Name:	Beverly A. Cummings
Title:	Executive Vice President, Treasurer & Chief Financial Officer
EASTERN OIL WELL SERVICE COMPANY
By:
Name:	Beverly A. Cummings
Title:	Executive Vice President, Treasurer & Chief Financial Officer
SOUTHWEST OILFIELD CONSTRUCTION COMPANY
By:
Name:	Beverly A. Cummings
Title:	Executive Vice President, Treasurer & Chief Financial Officer