U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 10-QSB
/X/ Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended March 31, 1995
or
/ / Transition Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period From __________ to ___________
______________________
Commission File Number 0-7406
______________________
PrimeEnergy Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
84-0637348
(IRS employer identification number)
One Landmark Square, Stamford, Connecticut 06901
(Address of principal executive offices)
(203) 358-5700
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
The number of shares outstanding of each class of the Registrant's
Common Stock as of May 12, 1995 was: Common Stock, $0.10 par value,
5,554,449 shares.
PrimeEnergy Corporation
Index to Form 10-QSB
March 31, 1995
Part I - Financial Information
Consolidated Balance Sheets - March 31, 1995 and
December 31, 1994
Consolidated Statements of Operations for the three months
ended March 31, 1995 and 1994
Consolidated Statement of Stockholders' Equity for the
three months ended March 31, 1995
Consolidated Statements of Cash Flows for the three months
ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II - Other Information
Signatures
PrimeEnergy Corporation
Consolidated Balance Sheets
March 31, 1995 and December 31, 1994
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 195,000 $ 2,197,000
Restricted cash and cash
equivalents (Note 2) 1,057,000 1,421,000
Accounts receivable (Note 3) 1,750,000 2,093,000
Due from related parties (Note 9) 2,897,000 2,420,000
Other current assets 304,000 201,000
Prepaid expenses 107,000 109,000
Deferred income taxes 144,000 144,000
---------- ----------
Total current assets 6,454,000 8,585,000
---------- ----------
Property and equipment, at cost(Notes 1 and 4):
Oil and gas properties (successful
efforts method) - developed 24,547,000 24,282,000
Furniture, fixtures and equipment
including leasehold improvements 4,618,000 4,507,000
---------- ----------
29,165,000 28,789,000
Accumulated depreciation and depletion (16,840,000) (16,134,000)
---------- ----------
Net property and equipment 12,325,000 12,655,000
---------- ----------
Other assets 449,000 462,000
Due from affiliates 325,000 325,000
---------- ----------
Total assets $ 19,553,000 $22,027,000
========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>
PrimeEnergy Corporation
Consolidated Balance Sheets
March 31, 1995 and December 31, 1994
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited) (Audited)
<S> <C> <C>
Current liabilities:
Current portion of other long-term
obligations (Note 6) $ 219,000 $ 224,000
Accounts payable 3,298,000 3,941,000
Accrued liabilities:
Taxes (Note 1) 18,000 24,000
Interest and other 1,020,000 793,000
Due to related parties (Note 9) 1,018,000 895,000
---------- ----------
Total current liabilities 5,573,000 5,877,000
---------- ----------
Long-term bank debt (Note 5) 5,492,000 7,742,000
Other long-term obligations (Note 6) 555,000 546,000
Deferred income taxes (Note 1) 265,000 265,000
Stockholder's equity:
Preferred stock, $.10 par, authorized
10,000 shares; none issued -- --
Common stock, $.10 par value, authorized
15,000,000 shares; issued 7,597,970
in 1995 and 1994 760,000 760,000
Paid in capital 10,888,000 10,888,000
Accumulated deficit (1,283,000) (1,519,000)
---------- ----------
10,365,000 10,129,000
Treasury stock, at cost, 1,992,006
common shares in 1995 and 1,919,038
common shares in 1994 (2,697,000) (2,532,000)
---------- ----------
Total stockholders' equity 7,668,000 7,597,000
---------- ----------
Total liabilities and equity $ 19,553,000 $22,027,000
========== ==========
</TABLE>
See accompanying notes to the consolidated financial statements
<PAGE>
PrimeEnergy Corporation
Consolidated Statements of Operations
Three Months Ended March 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Revenue:
Oil and gas sales $ 1,485,000 $ 1,322,000
District operating income 2,376,000 2,099,000
Administrative revenue (Note 9) 386,000 480,000
Reporting and management fees (Note 9) 88,000 71,000
Interest and other income 34,000 49,000
---------- ----------
Total revenue 4,369,000 4,021,000
---------- ----------
Costs and expenses:
Lease operating expense 966,000 748,000
District operating expense 1,768,000 1,519,000
Depreciation and depletion of
oil and gas properties 539,000 423,000
General and administrative expense 750,000 949,000
Interest expense (Notes 5 and 6) 142,000 86,000
---------- ----------
Total costs and expenses 4,165,000 3,725,000
---------- ----------
Income from operations 204,000 296,000
Gain on sale and exchange of assets 58,000 22,000
---------- ----------
Net income before income taxes 262,000 318,000
Provision for income taxes 26,000 40,000
---------- ----------
Net income $ 236,000 $ 278,000
========== ==========
Primary income per common share (Note 11) $0.04 $0.04
==== ====
Fully diluted income per common share (Note 11) $0.04 $0.04
==== ====
</TABLE>
See accompanying notes to consolidated financial statements
PrimeEnergy Corporation
Consolidated Statement of Stockholder's Equity
Three Months Ended March 31, 1995
<TABLE>
<CAPTION>
Add'l
Common Stock paid in Accumulated Treasury
Shares Amount Capital Deficit Stock Total
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $7,597,970 $760,000 $10,888,000 ($1,519,000) ($2,532,000) $7,597,000
Purchased 72,968 shares of
common stock (165,000) (165,000)
Net income 236,000 236,000
--------- ------- ---------- ----------- ----------- ---------
Balance at March 31, 1995 $7,597,970 $760,000 $10,888,000 ($1,283,000) ($2,697,000) $7,668,000
========= ======= ========== =========== =========== =========
</TABLE>
See accompanying notes to consolidated financial statements
PrimeEnergy Corporation
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1995 and 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Net cash provided by operating activities $ (99,000) $ 929,000
---------- ----------
Cash flows from investing activities:
Additions to property and equipment (412,000) (192,000)
Proceeds from sale of property
and equipment 80,000 43,000
---------- ----------
Net cash used in investing activities (332,000) (149,000)
---------- ----------
Cash flows from financing activities:
Distributions paid to related parties -- (3,415,000)
Purchase of treasury stock (165,000) (75,000)
Increase in long-term bank debt and
other long-term obligations 2,670,000 15,000
Repayment of long-term bank debt and
other long-term obligations (4,916,000) (399,000)
Cash overdraft 840,000 --
---------- ----------
Net cash used in financing activities (1,571,000) (3,874,000)
---------- ----------
Net increase (decrease) in cash and
cash equivalents (2,002,000) (3,094,000)
Cash and cash equivalents at the
beginning of the period 2,197,000 4,789,000
---------- ----------
Cash and cash equivalents at the
end of the period $ 195,000 $ 1,695,000
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements
PrimeEnergy Corporation
Notes to Consolidated Financial Statements
March 31, 1995
(1) Summary of Significant Accounting Policies:
(a) Company operations-
PrimeEnergy Corporation ("PEC"), a Delaware corporation, was
organized in March 1973, and in September 1989 acquired
PrimeEnergy Management Corporation ("PEMC") as a wholly-owned
subsidiary. In September 1990, PEC acquired field service
equipment from the Eastern Service Joint Venture and established
Eastern Oil Well Service Company ("EOWSC") as a wholly-owned
subsidiary. During 1992, Prime Operating Company ("POC") was
formed as a wholly-owned subsidiary of PEC to act as operator
for the majority of the producing oil and gas properties owned by
the company and affiliated entities. Also during 1992, PEC
acquired additional field service equipment and formed Southwest
Oilfield Construction Company ("SOCC") as a wholly-owned
subsidiary. The Consolidated Financial Statements include the
accounts of PrimeEnergy Corporation and its subsidiaries
(collectively, the "Company"). In the opinion of the Company,
the accompanying unaudited consolidated financial statements
reflect all necessary adjustments and elimination of all
significant intercompany transactions and balances to present
fairly the financial position as of March 31, 1995 and December
31, 1994, and the results of operations and cash flows for the
periods ended March 31, 1995 and 1994. All such adjustments are
of a normal recurring nature. The results of operations for the
above periods are not necessarily indicative of the results to be
expected for the full year.
(b) Property and equipment-
The Company follows the "successful efforts" method of accounting
for its oil and gas properties. Under the successful efforts
method, costs of acquiring undeveloped oil and gas leasehold
acreage, including lease bonuses, brokers' fees and other related
costs are capitalized. Provisions for impairment of undeveloped
oil and gas leases are based on periodic evaluations. Annual
lease rentals and exploration expenses, including geological and
geophysical expenses and exploratory dry hole costs, are charged
against income as incurred. Costs of drilling and equipping
productive wells, including development dry holes and related
production facilities are capitalized.
Depreciation and depletion of oil and gas production equipment
and properties are determined under the unit-of-production method
based on estimated proved recoverable oil and gas reserves.
Depreciation of all other equipment is determined under the
straight-line method using various rates based on useful lives.
(c) Income taxes-
The Company records income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". SFAS No. 109 is an asset and liability approach
to accounting for income taxes, which requires the recognition of
deferred tax assets and liabilities for the expected future tax
consequences of events that have been recognized in the Company's
financial statements or tax returns.
Deferred tax liabilities or assets are established for temporary
differences between financial and tax reporting bases and are
subsequently adjusted to reflect changes in the rates expected to
be in effect when the temporary differences reverse. a valuation
allowance is established for any deferred tax asset for which
realization is not likely.
(d) General and administrative expenses-
General and administrative expenses represent costs and expenses
associated with the operation of the Company. Certain
partnerships and trusts sponsored by the Company reimburse
general and administrative expenses incurred on their behalf.
(e) Income per share-
Income per share of common stock has been computed based on the
weighted average number of common shares and common stock
equivalents outstanding during the respective periods.
(f) Statements of cash flows-
For purposes of the consolidated statements of cash flows, the
Company considers short-term, highly liquid investments with
original maturities of less than ninety days to be cash
equivalents.
(g) Concentration of Credit Risk-
The Company maintains significant banking relationships with
financial institutions in the State of Texas. The Company limits
its risk by periodically evaluating the relative credit standing
of these financial institutions.
(h) Reclassifications-
Certain reclassifications were made to the prior year's financial
statements to conform to the current year presentation.
(2) Restricted Cash and Cash Equivalents:
Restricted cash and cash equivalents includes $390,000 and
$576,000 at March 31, 1995 and December 31, 1994, respectively,
of cash primarily pertaining to unclaimed royalty payments. There
were corresponding accounts payable recorded at March 31, 1995
and December 31, 1994 for these liabilities.
Restricted cash also includes $667,000 and $844,000 at March 31,
1995 and December 31, 1994, respectively, relating to the 1994-I
Development Program. These funds are committed for the use on
the Development Program; however, they are available to satisfy
any working capital needs of the Company.
(3) Accounts Receivable
Accounts receivable at March 31, 1995 and December 31, 1994
consisted of the following:
March 31, December 31,
1995 1994
Joint Interest Billing $ 662,000 $ 912,000
Trade Receivables 143,000 115,000
Oil and Gas Sales 785,000 794,000
Other 209,000 372,000
--------- ---------
1,799,000 2,193,000
Less, Allowance for doubtful
accounts (49,000) (100,000)
--------- ---------
$ 1,750,000 $ 2,093,000
========= =========
(4) Property and equipment
Property and equipment at March 31, 1995 and December 31, 1994
consisted of the following:
March 31, December 31,
1995 1994
Oil and gas properties
at cost $24,547,000 $24,282,000
Less, accumulated depletion
and depreciation (14,276,000) (13,745,000)
---------- ----------
10,321,000 10,537,000
---------- ----------
Furniture, fixtures and
and equipment 4,618,000 4,507,000
Less, accum. depreciation (2,564,000) (2,389,000)
---------- ----------
2,054,000 2,118,000
---------- ----------
Total net property and
equipment $12,325,000 $12,655,000
========== ==========
(5) Long-Term Bank Debt
At March 31, 1995 and December 31, 1994, the Company was party to
a line of credit agreement with a bank with an initial borrowing
base of $8.014 million, reducing monthly by $136,000. The
borrowing bases at March 31, 1995 and December 31, 1994 were
$7.470 million and $7.878, respectively. Advances pursuant to
the agreement were limited to the borrowing base as defined in
the agreement. Most of the Company's oil and gas properties as
well as certain receivables and equipment were pledged as
security under this agreement. Under the Company's credit
agreement, the Company was required to maintain, as defined, a
minimum current ratio, tangible net worth and debt coverage
ratio. The line of credit bore interest at 3/4% over the bank's
base rate, as defined, and was payable monthly.
On April 26, 1995, the Company entered into a new credit
agreement with the same bank, extending the borrowing base to a
non-reducing $12.5 million and syndicating 25% of the borrowing
to a second bank. The new agreement provides for interest at
1/2% over the bank's base rate as defined, or 2-3/4% over the
London Inter-Bank Offered Rate (LIBOR) for the interest period
requested.
(6) Other Long-Term Obligations:
Other long-term obligations at March 31, 1995 and December 31,
1994 consisted of the following:
March 31, December 31,
1995 1994
Subordinated debentures due
December 31, 1996 $ 225,000 $ 225,000
Installment notes payable 331,000 310,000
Capital lease obligations 218,000 235,000
--------- ---------
774,000 770,000
Less, current portion (219,000) (224,000)
--------- ---------
$ 555,000 $ 546,000
========= =========
The secured subordinated debentures are held by affiliated
Partnerships in which PEMC is a general partner. Interest was
payable at 10% through 1994 and 9.25% thereafter. The
installment notes bear interest ranging from 5% to 10%.
(7) Contingent Liabilities:
PEMC, as managing general partner of the affiliated Partnerships,
is responsible for all Partnership activities, including the
review and analysis of oil and gas properties for acquisition,
the drilling of development wells and the production and sale of
oil and gas from productive wells. PEMC also provides the
administration, accounting and tax preparation work for the
Partnerships. PEMC 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.
As a general partner, PEMC is committed to offer to purchase the
limited partners' interest in certain of its managed Partnerships
at various annual intervals. Under the terms of a partnership
agreement, PEMC is not obligated to purchase an amount greater
than 10% of the total partnership interest outstanding. In
addition, PEMC will be obligated to purchase interests tendered
by the limited partners only to the extent of one-hundred and
fifty (150) percent of the revenues received by it from such
partnership in the previous year. Purchase prices are based upon
annual reserve reports of independent petroleum engineering firms
discounted by a risk factor. Based upon historical production
rates and prices, management estimates that if all such offers
were to be accepted, the maximum annual future purchase
commitment would be approximately $500,000.
(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. In each case such options are for a term of ten
years ending May 15, 1999, and are exercisable, on a cumulative
basis, as to twenty percent of the shares subject to option in
each year, beginning one year after the granting of the option.
At March 31, 1995, options on 802,500 shares were outstanding and
exercisable at prices ranging from $1.00 to $1.25.
On January 27, 1983, the Company adopted the 1983 Incentive Stock
Option Plan. At March 31, 1995, options on 134,000 shares were
exercisable at $1.50 per share and no additional shares were
available for granting.
(9) Related Party Transactions:
PEMC is a general partner in several oil and gas Partnerships in
which certain directors have limited and general partnership
interests. Substantially all of the assets and revenues of PEMC
are derived from its sponsorship of the Partnerships and the
interests of PEMC in the oil and gas properties acquired by the
Partnerships. As the managing general partner in each of the
Partnerships, PEMC receives approximately 5% to 12% of the net
revenues of each Partnership as a carried interest in the
Partnerships' properties.
The Partnership agreements allow PEMC to receive management fees
for various services to the Partnerships as well as a
reimbursement for property acquisition and development costs incurred on
behalf of the Partnerships and general and administrative overhead,
which is reported in the statements of operations as
administrative revenue.
In 1991, the Company loaned approximately $325,000 at 12%
interest to a real estate limited partnership of which a Company
Officer and Director is a general partner. This loan is secured
by a second mortgage on the underlying real estate in the
partnership and the Company received a 23% equity participation
in the partnership. The loan agreement provides for interest
payments on a quarterly basis provided the cash flow from
operations of the limited partnership are sufficient to pay
interest for the quarter. If cash flows are not sufficient, then
the accrued interest is added to the principal. This loan is
included in other non-current assets on the balance sheet.
Due to related parties at March 31, 1995 and December 31, 1994
primarily represent receipts collected by the Company, as agent,
from oil and gas sales net of expenses. Receivables from
affiliates consist of reimbursable general and administrative
costs, lease operating expenses and reimbursements for property
acquisitions and related costs.
11) Income per share:
The weighted average number of common shares and common stock
equivalents outstanding used in the income per share calculation
are as follows:
Three Months Ended
March 31,
1995 1994
Primary 6,121,384 6,513,681
========= =========
Fully diluted 6,121,488 6,427,350
========= =========
PART I
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion should be read in conjunction with the financial
statements of the Company and notes thereto. The Company's
subsidiaries are defined in Note 1 of the financial statements. PEMC
is the managing general partner or managing trustee in several Limited
Partnerships and Trusts (collectively, the "Partnerships").
LIQUIDITY AND CAPITAL RESOURCES
In April, the Company entered into a revised credit agreement with
Bank One, Texas NA providing for a $12.5 million revolving line of
credit on a $50 million master promissory note. This new agreement
introduces Den norske Bank, AS as a 25% syndication partner in the
line, once the Company reaches borrowings of $12.5 million for over
one month. The agreement also provides for a lower floating rate
compared to previous agreements as well as the ability to borrow based
upon the London Inter-Bank Offered Rate (LIBO). The borrowing base
will be non-reducing and will be revised every six months by the
banks.
Most of the Company's oil and gas properties as well as certain
receivables and equipment are pledged as security under the new
agreement. The Company is required to maintain, as defined, a
minimum current ratio, tangible net worth, and debt and interest
coverage ratios. The line of credit now bears interest at 1/2% over
the bank's base rate, as defined payable monthly, or 2-3/4% over the
published LIBO rate, payable at the end of the applicable interest
period.
The Company's primary source of working capital during the first three
months of 1995 was through internally generated funds coupled with
cash balances at the prior year-end and bank borrowings. Net cash
provided by operations was used primarily to repay bank debt and to
purchase treasury stock, as well as continued property development.
The Company's focus is on the acquisition of producing oil and gas
properties and the expansion of its service and operating functions
and intends to continue to seek additional opportunities in these
areas.
During the first quarter, the Company spent approximately $100,000 on
trucks and automobiles used in connection with field service
operations, and an additional $28,000 on computer and related
equipment and software.
The expansion of the Company's operating and servicing subsidiaries
through property and equipment acquisitions during 1994 is expected to
show a positive impact on earnings in the future. Additionally, the
Company receives cash flows through PEMC from the management of
existing limited partnerships and trusts.
The Company feels that it has the ability to generate sufficient
amounts of cash to meet long-term liquidity needs, as well as debt
service. The Company expects to generate increased cash flows by
increasing its reserve base through continued acquisitions. By
increasing its reserve base, the Company's borrowing ability is
increased due to additional properties available as collateral.
It is management's opinion that the current market conditions are
creating some industry opportunities for those well managed companies
with staying power to take advantage of the situation through mergers
and acquisitions. The Company intends to continue to explore and
pursue this course.
RESULTS OF OPERATIONS
Oil and gas sales of $1.2 million for the first quarter of 1995
increased approximately 12% compared to the first quarter of 1994.
This increase is primarily due to increased overall oil and gas
production resulting from acquisitions made between May and December
of 1994. Average prices received for directly owned oil production
increased substantially from approximately $12.51 per barrel in 1994
to $16.33 in the first quarter of 1995 Average gas prices decreased
substantially from $2.93 per Mcf received in the first quarter of 1994
to $1.85 per Mcf received during the comparable period in 1995.
Oil and gas sales related to PEMC's carried interest in the
Partnerships and other ventures decreased approximately 15%, primarily
due to lower gas prices received by those entities.
District operating income increased $277,000 or 13% compared to the
first quarter of 1994. Income rose due to an overall expansion of
operating activities and acquisitions made by the Company and the
Partnerships during 1994. Revenue from the operation of EOWSC and
SOCC field equipment during the first quarter of 1995 increased by
approximately $100,000, or 26%, reflecting work performed on new
acquisitions as well as additional third party work.
Administrative revenue for the first quarter of 1995 decreased 20%
compared to the first quarter of 1995. Amounts received in both years
from certain partnerships are substantially less than the amounts
allocable to those Partnerships under the Partnership agreements. The
lower amounts reflect PEMC's efforts to limit costs incurred and those
allocated to the Partnerships.
Reporting and management fees are up 25% compared to the first quarter
of 1994 primarily due to normal increases in fees charged certain
Partnerships, and the addition of entities charged fees.
Lease operating expenses for the quarter of 1995 increased 29%
compared to the first quarter of 1994. Expenses on directly owned
properties increased primarily due to the addition of the Excelco and
Walker acquisitions in 1994. Average lifting costs per equivalent
unit on directly owned properties, however, decreased from $9.43
during the first quarter of 1994 to $8.89 in 1995. Expenses on
properties that the Company has a carried interest in were consistent
with the first quarter of 1994.
Depreciation and depletion of oil and gas properties for the first
quarter increased 27% compared to the first quarter of 1994. The
increase is primarily due to depletion on properties acquired during
the latter part of 1994.
The Company receives reimbursement for costs incurred related to the
evaluation, acquisition and development of properties on behalf of its related
partnerships, trusts, and other joint venture partners. To the extent
that these costs are expended at the district
level, the reimbursements reduce total district operating expenses.
Alternatively, if the expenses are incurred by PEMC, such
reimbursements reduce total general and administrative expenses.
Property cost reimbursement amounted to $375,000 for both
the the first quarter of 1995 and 1994
District operating expense increased $250,000 or 16% for the first
quarter compared to the same period in 1994 The overall increases are
primarily due to the expansion of district operations, as well as
lower reimbursable acquisition costs incurred.
General and administrative expenses decreased $199,000, or 21%
compared to the first quarter of 1994. The large decrease is
primarily due to increases in the reimbursement of acquisition
costs at the PEMC level.
Interest expense during the first quarter increased substantially due
to higher debt levels resulting from 1994 acquisitions, coupled with
higher interest rates.
OTHER
In March, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
(SFAS No. 121) which is effective for fiscal years beginning after
December 15, 1995. This statement establishes accounting standards
for the impairment of long-lived assets, requiring such assets to be
reported at the lower of carrying amount or fair value, less selling costs.
The statement amends SFAS No. 19, "Financial Accounting and Reporting by
Oil and Gas Producing Companies" by adding an impairment test for proved
properties in accordance with SFAS No. 121.
The Company currently performs a "ceiling test" by comparing the total
carrying value of oil and gas properties to the total future net cash
flows from the estimated productioof proved oil and gas properties.
The effect of SFAS No. 121, which would change the way this test is
performed, is not known at this time.
Part II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the Registrant will be held on
Wednesday, June 14, 1995 to elect a Board of Directors and to
transact such other procedural business as may properly be brought
before the meeting
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A report on Form 8-K was filed for events of April 26, 1995 whereby
the Company entered into a revolving credit agreement with a
borrowing base of $12.5 million and a master promissory note of $50 million.
Exhibit 27 - Financial Data Schedule is attached to the electronic filing
of this document only.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
PrimeEnergy Corporation
(Registrant)
May 14, 1995 /s/ Charles E. Drimal, Jr.
(Date) --------------------------
Charles E. Drimal, Jr.
President
Principal Executive Officer
May 14, 1995 /s/ Beverly A. Cummings
(Date) --------------------------
Beverly A. Cummings
Executive Vice President
Principal Financial and
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTD FROM PRIMEENERGY
CORPORATION'S REPORT ON FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
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<PERIOD-END> MAR-31-1995
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<RECEIVABLES> 1799000
<ALLOWANCES> 49000
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<CURRENT-ASSETS> 6454000
<PP&E> 29165000
<DEPRECIATION> 16840000
<TOTAL-ASSETS> 19553000
<CURRENT-LIABILITIES> 5573000
<BONDS> 6266000<F1>
<COMMON> 760000
0
0
<OTHER-SE> 6908000<F2>
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<TOTAL-COSTS> 4023000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 142000
<INCOME-PRETAX> 262000
<INCOME-TAX> 26000
<INCOME-CONTINUING> 236000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 236000
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
<FN>
<F1>Includes current portion of long-term debt of $219,000
<F2>Includes treasury stock of $2,697,000
</FN>
</TABLE>
