8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report: (Date of Earliest Event Reported) February 11, 2020 (February 5, 2020)

PANHANDLE OIL AND GAS INC.

(Exact name of registrant as specified in its charter)

OKLAHOMA	001-31759	73-1055775
(State or other jurisdiction	(Commission File Number)	(I.R.S.  Employer
of incorporation)		Identification No.)
5400 North Grand Blvd.,
Suite 300
Oklahoma City, OK		73112
(Address of principal executive offices)		(Zip code)
	(405) 948-1560
(Registrant’s telephone number including area code)
	Not Applicable
(Former name or former address if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01666 par value	PHX	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

________________________________________________________________________

ITEM 2.02    Results of Operations and Financial Condition

On February 5, 2020, Panhandle Oil and Gas Inc. (the “Company”) issued a press release providing information regarding the Company’s first quarter of fiscal 2020 financial and operating results.  The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 7.01    Regulation FD Disclosure

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.

On February 11, 2020, the Company posted an updated investor presentation to its website. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 and Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

ITEM 9.01   Financial Statements and Exhibits

(d)  Exhibits

Exhibit

NumberDescription

99.1Press Release dated February 5, 2020

99.2Investor Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PANHANDLE OIL AND GAS INC.

		By:	/s/ Chad L. Stephens
			Chad L. Stephens,
			Chief Executive Officer
DATE:	February 11, 2020

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

PLEASE CONTACT:

Chad L. Stephens

405.948.1560

Website: www.panhandleoilandgas.com

Feb. 5, 2020

PANHANDLE OIL AND GAS INC.

REPORTS FIRST QUARTER 2020 RESULTS

OKLAHOMA CITY – PANHANDLE OIL AND GAS INC., “Panhandle” or the “Company,” (NYSE: PHX), today reported financial and operating results for the first quarter ended Dec. 31, 2019.

Chad L. Stephens, CEO, commented, “Please find herein the results reflected in our first quarter 2020 financials. We continue to make progress in our transition to a minerals- and royalty-focused company despite the current challenges created by depressed natural gas prices. We closed on the purchase of our previously announced $9.3 million mineral acquisition in the core of the STACK, mostly funded with cash from our like-kind exchanges. We continue to evaluate opportunities in the liquids-rich areas of the STACK/SCOOP and Bakken. As we stated in our last earnings release, the results from this strategy shift will not happen overnight, but we continue to be confident that Panhandle is well positioned, with an attractive asset base and a resilient balance sheet, to succeed in generating incremental value for our shareholders”

SUMMARY OF RESULTS FOR THE PERIOD ENDED DEC. 31, 2019, AND SUBSEQUENT EVENTS

• Net income was $1.9 million or $0.11 per share in fiscal year 2020, as compared to net income of $12.7 million or $0.75 per share in fiscal 2019.

• Adjusted pre-tax net income⁽¹⁾ in fiscal 2020 was $3.9 million or $0.23 per share, as compared to $10.1 million or $0.60 per share in fiscal 2019.

• Adjusted EBITDA⁽¹⁾ in fiscal 2020 was $7.2 million, as compared to $14.5 million in 2019, including $3.3 and $9.1 million gains on asset sales in the adjusted EBITDA for the 2020 and 2019 periods, respectively.

• Reduced debt from $35.4 million, as of Sept. 30, 2019, to $35.0 million, as of Dec. 31, 2019. Net debt has been further reduced to approximately $33.75million as of Feb. 5, 2020.

• Debt to adjusted EBITDA (TTM) ratio was 1.16x at Dec. 31, 2019.

• Sale of 530 net mineral acres in Eddy County, N.M., for $3.4 million was closed by Panhandle on Nov. 14, 2019.

• Purchase of 700 net mineral acres in Kingfisher, Canadian and Garvin Counties, Okla., was closed by Panhandle on Dec. 18, 2019, for a purchase price of $9.3 million (after normal closing adjustments). This purchase was primarily funded with cash from our like-kind exchange sales.

⁽¹⁾ This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

OPERATING HIGHLIGHTS

	First Quarter Ended		First Quarter Ended
	Dec. 31, 2019		Dec. 31, 2018
Mcfe Sold		2,278,487		2,764,530
Average Sales Price per Mcfe	$	3.33	$	4.42
Oil Barrels Sold		65,880		82,828
Average Sales Price per Barrel	$	52.60	$	54.08
Gas Mcf Sold		1,647,827		1,893,990
Average Sales Price per Mcf	$	2.13	$	3.31
NGL Barrels Sold		39,230		62,262
Average Sales Price per Barrel	$	15.67	$	23.37

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5400 N. Grand Blvd., Suite 300 ☒ Oklahoma City, OK 73112 ☒ Ph. (405) 948-1560 ☒ Fax (405) 948-2038

Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

FINANCIAL HIGHLIGHTS

	First Quarter Ended		First Quarter Ended
	Dec. 31, 2019		Dec. 31, 2018
Working Interest Sales	$	4,684,737	$	7,444,278
Royalty Interest Sales	$	2,909,101	$	4,766,441
Oil, NGL and Natural Gas Sales	$	7,593,838	$	12,210,719
Lease Bonuses and Rental Income	$	527,699	$	514,557
Total Revenue	$	10,576,531	$	26,328,994
LOE per Mcfe	$	1.13	$	1.12
Production Tax per Mcfe	$	0.14	$	0.22
G&A Expense per Mcfe	$	0.98	$	0.70
Interest Expense per Mcfe	$	0.16	$	0.20
DD&A per Mcfe	$	1.30	$	1.38
Total Expense per Mcfe	$	3.71	$	3.62
Net Income	$	1,892,114	$	12,735,940
Adj. Pre-Tax Net Income (Loss) (1)	$	3,865,781	$	10,100,759
Adjusted EBITDA (1)	$	7,192,147	$	14,453,815
Cash Flow from Operations	$	2,098,441	$	4,009,743
CapEx - Drilling & Completing	$	105,265	$	1,445,939
CapEx - Mineral Acquisitions	$	10,172,594	$	423,000
Borrowing Base	$	70,000,000	$	80,000,000
Debt	$	35,000,000	$	41,500,000
Debt/Adjusted EBITDA (TTM) (1)		1.16		1.27

⁽¹⁾ This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

FIRST QUARTER 2020 RESULTS

Oil, NGL and natural gas revenue decreased 38% in the 2020 quarter as production decreased 18% and product prices decreased 25% relative to the 2019 quarter. The 2020 quarter included a $0.8 million loss on derivative contracts as compared to a $4.5 million gain for the 2019 quarter.

Total production decreased 18% in the 2020 quarter, as compared to the 2019 quarter. Total production decreased due to the natural decline of the production base and, to a lesser extent, the result of non-core marginal property divestitures in 2019 and 2020. This decrease was partially offset by the production from new royalty wells completed and/or acquired. The oil production decrease is a result of naturally declining production in the Eagle Ford Shale and STACK and mineral sales in Martin County, Texas, and Lea and Eddy Counties, N.M. These decreases were partially offset by seven new wells in the Eagle Ford that began producing in third quarter 2019 and by mineral acquisitions in the Bakken. NGL production decrease is attributed to natural production decline and operators electing to remove less NGL from the natural gas stream due to lower NGL prices and, to a lesser extent, the sale of minerals in New Mexico. Decreased natural gas production is due to naturally declining production in the Anadarko STACK, Arkoma Stack and Fayetteville Shale.

In the first quarter of 2020, the Company sold 530 net mineral acres in Eddy County, N.M, for $3.4 million. At the time of sale, the assets were mostly amortized and therefore had minimal net book value. Almost all of the value received was a gain on the sale of assets ($3.3 million) in the first quarter of 2020. In the 2019 quarter, the Company sold mineral acreage in Lea and Eddy Counties, N.M., for a gain of $9.1 million.

The 2.5% increase in total cost per Mcfe in the 2020 quarter, relative to the 2019 quarter was primarily driven by higher G&A, partially offset by lower DD&A, interest expenses and production taxes as noted above. The G&A expense increase was primarily the

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

result of higher technical consulting, legal expenses and timing of billings of work performed by outside firms. The increase in technical consulting was due to increased cost for geologic and engineering fees. The increase in legal was primarily due to additional work provided pertaining to the Company’s strategy change.

The DD&A rate decrease was mainly due to the impairment taken on the Eagle Ford at the end of fiscal 2019, which lowered the basis of the assets. The rate decrease was partially offset by lower oil, NGL and natural gas prices utilized in the reserve calculations during the 2020 quarter, as compared to the 2019 quarter, shortening the economic life of wells.  This resulted in lower projected remaining reserves on a significant number of wells causing increased units of production DD&A.

The interest rate decrease was mainly attributable to lower average outstanding debt balance during the 2020 quarter as compared to the 2019 quarter. The decrease in production tax rate was primarily due to lower product prices during the 2020 quarter.

The Company’s net income decreased from net income of $12.7 million in the 2019 quarter to net income of $1.9 million in the 2020 quarter. The majority of the decrease was due to the decreased production, lower oil, NGL and natural gas prices and decreased gains on assets sales and derivative contracts. Pretax net income (loss) without gain on asset sales and gains (losses) on derivative contracts would have been ($308,880) and $2,703,222 for 2020 and 2019, respectively. Adjusted pretax net income⁽¹⁾ was $3.9 million in the 2020 quarter, as compared to $10.1 million in the 2019 quarter.

⁽¹⁾ This is a non-GAAP measure. Refer to the Non-GAAP Reconciliation section.

OPERATIONS UPDATE

During the quarter ended Dec. 31, 2019, we converted 97 gross/0.32 net wells in progress to producing wells. Our inventory of wells in progress increased to 125 gross wells but decreased on a net well basis to 0.49 wells, as new drilling occurred on acreage where we have a lower ownership stake. Permits outstanding decreased as permits were converted to wells in progress and operator permitting activity slowed during the quarter.

			Bakken/
	SCOOP/		Three		Arkoma
	STACK		Forks		Stack		Permian		Fayetteville		Other		Total
Gross Wells in Progress on PHX Acreage:
As of 9/30/19		54		11		19		7		-		29		120
Net Change		25		-9		-8		-2		-		-1		5
As of 12/31/19		79		2		11		5		-		28		125
Net Wells in Progress on PHX Acreage:
As of 9/30/19		0.16		0.02		0.03		0.25		-		0.18		0.64
Net Change		0.03		-0.02		-0.01		-0.10		-		-0.05		-0.15
As of 12/31/19		0.19		-		0.02		0.15		-		0.13		0.49
Gross Active Permits on PHX Acreage:
As of 9/30/19		24		16		4		19		-		9		72
Net Change		11		-3		2		-19		-		2		-7
As of 12/31/19		35		13		6		-		-		11		65
As of 12/31/19:
Rigs Present on PHX Acreage		8		-		-		-		-		1		9
Rigs Within 2.5 Miles of PHX Acreage		33		7		4		1		-		10		55

Leasing Activity

During the first quarter of fiscal 2020, Panhandle leased 754 net mineral acres for an average bonus payment of $668 per net mineral acre and an average royalty of 21%.

			Bakken/
	SCOOP/		Three		Arkoma
	STACK		Forks		Stack		Permian		Fayetteville		Other		Total
During Quarter Ended 12/31/19:
Net Mineral Acres Leased		96		-		53		388		-		217		754
Average Bonus per Net Mineral Acre	$	1,178		-	$	250	$	475		-	$	606	$	668
Average Royalty per Net Mineral Acre	21%			-	19%		25%			-	20%		21%

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

Eagle Ford Activity

Consistent with Panhandle’s strategy to focus solely on minerals and royalties, the Company has received four proposals to participate in new well drilling in the Eagle Ford and elected not to participate on any of them.

ACQUISITION AND DIVESTITURE UPDATE

During the first quarter of fiscal 2020, Panhandle purchased 700 net mineral acres at an average price of $13,276 per acre and sold 530 net mineral acres at an average price of $4,811 per acre.

			Bakken/
	SCOOP/		Three		Arkoma
	STACK		Forks		Stack		Permian		Fayetteville		Other		Total
During Quarter Ended 12/31/19:
Net Mineral Acres Purchased		700		-		-		-		-		-		700
Price per Net Mineral Acre	$	13,276		-		-		-		-		-	$	13,276
Net Mineral Acres Sold		-		-		-		530		-		-		530
Price per Net Mineral Acre		-		-		-	$	4,811		-		-	$	4,811

On Nov. 14, 2019, Panhandle closed on the sale of 530 net mineral acres in Eddy County, N.M., for $3.4 million. At the time of the sale, the assets were mostly amortized and therefore had minimal net book value. Almost all of the value received was a gain on the sale of assets ($3.3 million) in the first quarter of 2020. The Company utilized a like-kind exchange under IRS Code 1031 to defer income tax on all of the gain by offsetting it with the STACK/SCOOP mineral acreage acquisition that was purchased during the quarter using qualified exchange accommodation agreements.

On Dec. 18, 2019, Panhandle closed on the purchase of 700 net mineral acres in Kingfisher, Canadian and Garvin Counties, Oklahoma, for a purchase price of $9.3 million (after normal closing adjustments). This purchase was mostly funded with cash from our like-kind exchange sales.

BORROWING BASE

Subsequent to Dec. 31, 2019, the borrowing base under the credit facility was redetermined on Jan. 31, 2020, and reduced from $70 million to $45 million. The drop in the borrowing base was mostly due to the continued decline in natural gas futures prices. To a lesser extent, the Company’s strategic decision to cease participating with a working interest going forward and the removal of all working interest PUDs as of Sept. 30, 2019, also caused a reduction. Even though the borrowing base was reduced, we do not expect that it will impact the liquidity needed to maintain our normal operating strategies (current availability of $11,250,000). Any acquisitions of minerals would be funded with a combination of cash on hand, bank debt and equity. Our current plan is to apply free cash flow in future quarters toward debt reduction.

FIRST QUARTER EARNINGS CALL

Panhandle will host a conference call to discuss first quarter results at 5:00 p.m. EST on Feb. 5, 2020. Management’s discussion will be followed by a question and answer session with investors. To participate on the conference call, please dial 844-407-9500 (domestic) or 862-298-0850 (international). A replay of the call will be available for 14 days after the call. The number to access the replay of the conference call is 877-481-4010 and the PIN for the replay is 57231.

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

FINANCIALS

Statements of Operations

	Three Months Ended Dec. 31,
	2019			2018
Revenues:	(unaudited)
Oil, NGL and natural gas sales	$	7,593,838		$	12,210,719
Lease bonuses and rental income	$	527,699		$	514,557
Gains (losses) on derivative contracts	$	(817,894	)	$	4,506,780
Gain on asset sales	$	3,272,888		$	9,096,938
		10,576,531			26,328,994
Costs and expenses:
Lease operating expenses	$	2,564,672		$	3,104,570
Production taxes	$	327,281		$	608,951
Depreciation, depletion and amortization	$	2,955,701		$	3,813,686
Interest expense	$	370,665		$	539,370
General and administrative	$	2,223,028		$	1,938,840
Loss on asset sales and other expense (income)	$	(10,930	)	$	16,637
		8,430,417			10,022,054
Income (loss) before provision (benefit) for income taxes		2,146,114			16,306,940
Provision (benefit) for income taxes	$	254,000		$	3,571,000
Net income (loss)	$	1,892,114		$	12,735,940
Basic and diluted earnings (loss) per common share	$	0.11		$	0.75
Basic and diluted weighted average shares outstanding:
Common shares		16,339,673			16,745,076
Unissued, directors' deferred compensation shares		180,864			213,932
		16,520,537			16,959,008
Dividends declared per share of
common stock and paid in period	$	0.04		$	0.04
Dividends declared per share of
common stock and paid in quarter ended March 31	$	0.04		$	0.04

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

Balance Sheets

	Dec. 31, 2019			Sept. 30, 2019
Assets		(unaudited)
Current assets:
Cash and cash equivalents	$	268,707		$	6,160,691
Oil, NGL and natural gas sales receivables (net of		4,321,486			4,377,646
allowance for uncollectable accounts)
Refundable income taxes		1,917,515			1,505,442
Derivative contracts, net		774,106			2,256,639
Other		776,672			177,037
Total current assets		8,058,486			14,477,455
Properties and equipment, at cost, based on
successful efforts accounting:
Producing oil and natural gas properties		358,110,146			354,718,398
Non-producing oil and natural gas properties		19,131,441			14,599,023
Other		1,731,037			1,722,080
		378,972,624			371,039,501
Less accumulated depreciation, depletion and amortization		(260,155,491	)		(259,314,590	)
Net properties and equipment		118,817,133			111,724,911
Investments		202,172			205,076
Derivative contracts, net		371			237,505
Total assets	$	127,078,162		$	126,644,947
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	670,175		$	665,160
Accrued liabilities and other		1,824,408			2,433,466
Total current liabilities		2,494,583			3,098,626
Long-term debt		35,000,000			35,425,000
Deferred income taxes		6,634,007			5,976,007
Asset retirement obligations		2,840,639			2,835,781
Stockholders' equity:
Class A voting common stock, $0.01666 par value;
24,000,000 shares authorized; 16,897,306 issued at Dec. 31,
2019, and at Sept. 30, 2019		281,509			281,509
Capital in excess of par value		3,033,678			2,967,984
Deferred directors' compensation		2,641,993			2,555,781
Retained earnings		82,420,516			81,848,301
		88,377,696			87,653,575
Less treasury stock, at cost; 553,137 shares at Dec. 31,
2019, and 558,051 shares at Sept. 30, 2019		(8,268,763	)		(8,344,042	)
Total stockholders' equity		80,108,933			79,309,533
Total liabilities and stockholders' equity	$	127,078,162		$	126,644,947

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

Condensed Statements of Cash Flows

	Three months ended Dec. 31,
	2019			2018
Operating Activities	(unaudited)
Net income (loss)	$	1,892,114		$	12,735,940
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation, depletion and amortization		2,955,701			3,813,686
Provision for deferred income taxes		658,000			4,314,000
Gain from leasing of fee mineral acreage		(523,384	)		(514,557	)
Proceeds from leasing of fee mineral acreage		537,777			528,374
Net (gain) loss on sale of assets		(3,272,888	)		(9,096,938	)
Directors' deferred compensation expense		86,213			80,287
Fair value of derivative contracts		1,719,667			(6,206,181	)
Restricted stock awards		148,515			159,469
Other		8,896			7,163
Cash provided (used) by changes in assets and liabilities:
Oil, NGL and natural gas sales receivables		56,160			(77,414	)
Other current assets		(407,610	)		(261,308	)
Accounts payable		(73,831	)		(2,971	)
Income taxes receivable		(412,073	)		(754,153	)
Other non-current assets		1,090			28,899
Accrued liabilities		(1,275,906	)		(744,553	)
Total adjustments		206,327			(8,726,197	)
Net cash provided by operating activities		2,098,441			4,009,743
Investing Activities
Capital expenditures		(105,265	)		(1,445,939	)
Acquisition of minerals and overrides		(10,172,594	)		(423,000	)
Proceeds from sales of assets		3,376,049			9,096,938
Net cash provided (used) by investing activities		(6,901,810	)		7,227,999
Financing Activities
Borrowings under debt agreement		4,774,297			3,832,557
Payments of loan principal		(5,199,297	)		(13,332,557	)
Purchase of treasury stock		(7,635	)		(1,140,559	)
Payments of dividends		(655,980	)		(673,892	)
Net cash provided (used) by financing activities		(1,088,615	)		(11,314,451	)
Increase (decrease) in cash and cash equivalents		(5,891,984	)		(76,709	)
Cash and cash equivalents at beginning of period		6,160,691			532,502
Cash and cash equivalents at end of period	$	268,707		$	455,793
Supplemental Schedule of Noncash Investing and Financing Activities
Dividends declared and unpaid	$	663,919		$	673,897
Additions and revisions, net, to asset retirement obligations	$	4		$	5,371
Gross additions to properties and equipment	$	10,164,680		$	1,894,741
Net (increase) decrease in accounts payable for properties
and equipment additions		113,179			(25,802	)
Capital expenditures and acquisitions	$	10,277,859		$	1,868,939

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

Hedge Position as of Feb. 5, 2020

Period	Product	Volume Mcf/Bbl		Swap Price		Collar Average Floor Price		Collar Average Ceiling Price
2020	Natural Gas		70,000			$	2.20	$	2.59
2020	Natural Gas		990,000	$	2.75
2021	Natural Gas		30,000	$	2.66
2020	Crude Oil		42,000			$	58.57	$	66.56
2020	Crude Oil		100,000	$	58.01

Non-GAAP Reconciliation

This news release includes certain “non-GAAP financial measures” under the rules of the Securities and Exchange Commission, including Regulation G. These non-GAAP measures are calculated using GAAP amounts in our financial statements.

Adjusted EBITDA Reconciliation

Adjusted EBITDA is defined as net income (loss) plus interest expense, provision for impairment, depreciation, depletion and amortization of properties and equipment, including amortization of other assets, provision (benefit) for income taxes and unrealized (gains) losses on derivative contracts. We have included a presentation of adjusted EBITDA because we recognize that certain investors consider adjusted EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of adjusted EBITDA may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to adjusted EBITDA for the periods indicated.

	First Quarter Ended		First Quarter Ended
	Dec. 31, 2019		Dec. 31, 2018
Net Income (Loss)	$	1,892,114	$	12,735,940
Plus:
Unrealized (gains) losses on derivatives		1,719,667		(6,206,181	)
Income Tax Expense (Benefit)		254,000		3,571,000
Interest Expense		370,665		539,370
DD&A		2,955,701		3,813,686
Adjusted EBITDA	$	7,192,147	$	14,453,815

Adjusted Pre-Tax Net Income (Loss) Reconciliation

Adjusted pre-tax net income (loss) is defined as net income (loss) plus provision (benefit) for income taxes and unrealized (gains) losses on derivative contracts. We have included a presentation of adjusted pre-tax net income (loss) because we recognize that certain investors consider adjusted pre-tax net income (loss) a useful means of evaluating our financial performance. Adjusted pre-tax net income (loss) has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, this presentation of adjusted pre-tax net income (loss) may not be comparable to a similarly titled measure of other companies. The following table provides a reconciliation of net income (loss) to adjusted pre-tax net income (loss) for the periods indicated.

*****MORE*****

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Panhandle Oil and Gas Inc.

Reports First Quarter 2020 Results …cont.

	First Quarter Ended		First Quarter Ended
	Dec. 31, 2019		Dec. 31, 2018
Net Income (Loss)	$	1,892,114	$	12,735,940
Impairment		-		-
Unrealized (gains) losses on derivatives		1,719,667		(6,206,181	)
Income Tax Expense (Benefit)		254,000		3,571,000
Adjusted Pre-Tax Net Income (Loss)	$	3,865,781	$	10,100,759

Panhandle Oil and Gas Inc. (NYSE: PHX)Oklahoma City-based, Panhandle Oil and Gas Inc. is an oil and natural gas mineral company with a strategy to proactively pursue the acquisition of additional minerals in our core areas of focus. Panhandle owns approximately 258,000 net mineral acres principally located in Oklahoma, North Dakota, Texas, New Mexico and Arkansas. Approximately 71% of this mineral count is unleased and undeveloped. Additional information on the Company can be found at www.panhandleoilandgas.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Words such as “anticipates,” “plans,” “estimates,” “believes,” “expects,” “intends,” “will,” “should,” “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Panhandle’s current views about future events. Forward-looking statements may include, but are not limited to, statements relating to: our future financial and operating results; our ability to execute our business strategies; estimations and the respective values of oil, NGL and natural gas reserves; the level of production on our properties and the future expenses associated therewith; projections and volatility of future realized oil and natural gas prices; planned capital expenditures associated with our mineral, leasehold and non-operated working interests; statements concerning anticipated cash flow and liquidity; and our strategy and other plans and objectives for future operations. Although Panhandle believes the expectations reflected in these and other forward-looking statements are reasonable, we can give no assurance they will prove to be correct. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the Company’s management. Information concerning these risks and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company's website or the SEC’s website at www.sec.gov.

Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in forward-looking statements. The forward-looking statements in this press release are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise.

*****END*****

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EX-99.2

February 2020 Corporate Presentation EXHIBIT 99.2

Cautionary Statement Regarding Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this presentation that address activities, events or developments that Panhandle Oil and Gas Inc. (“Panhandle” or the “Company”) expects, believes or anticipates will or may occur in the future are forward looking statements. The words “anticipates”, “plans”, “estimates”, “believes”, “expects”, “intends”, “will”, “should”, “may” and similar expressions may be used to identify forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to: our future financial and operating results; our ability to execute our business strategies; estimations and the respective values of oil, NGL and natural gas reserves; the level of production on our properties and the future expenses associated therewith; projections and volatility of future realized oil and natural gas prices; planned capital expenditures associated with our mineral, leasehold and non-operated working interests; statements concerning anticipated cash flow and liquidity; and our strategy and other plans and objectives for future operations. Although the Company believes the expectations reflected in these and other forward-looking statements are reasonable, the Company can give no assurance such statements will prove to be correct. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These forward-looking statements involve certain risks and uncertainties that could cause the results to differ materially from those expected by the Company’s management. Information concerning these risks and other factors can be found in the Company’s filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on the Company's website or the SEC’s website at www.sec.gov. Readers are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. The forward-looking statements in this presentation are made as of the date hereof, and the Company does not undertake any obligation to update the forward-looking statements as a result of new information, future events or otherwise. Use of Non-GAAP Financial Information This presentation includes certain non-GAAP financial measures. Adjusted EBITDA is a supplemental non-GAAP measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. Panhandle defines “Adjusted EBITDA” as net income (loss) plus interest expense, provision for impairment, depreciation, depletion and amortization of properties and equipment, including amortization of other assets, provision (benefit) for income taxes and unrealized (gains) losses on derivative contracts. Panhandle references Adjusted EBITDA in this presentation because it recognizes that certain investors consider Adjusted EBITDA a useful means of measuring our ability to meet our debt service obligations and evaluating our financial performance. Adjusted EBITDA has limitations and should not be considered in isolation or as a substitute for net income, operating income, cash flow from operations or other consolidated income or cash flow data prepared in accordance with GAAP. Because not all companies use identical calculations, the Company’s calculation of adjusted EBITDA may not be comparable to a similarly titled measure of other companies. Oil and Gas Reserves The SEC generally permits oil and gas companies, in filings made with the SEC, to disclose proved reserves, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, and certain probable and possible reserves that meet the SEC’s definitions for such terms. The Company discloses only estimated proved reserves in its filings with the SEC. The Company’s estimated proved reserves as of September 30, 2019, referenced in this presentation were prepared by DeGolyer and MacNaughton, an independent engineering firm, and comply with definitions promulgated by the SEC. Additional information on the Company’s estimated proved reserves is contained in the Company’s filings with the SEC. Cautionary Statement Regarding Forward-Looking Statements

Company Snapshot 2016 2019 Operational Financial Key Statistics Note: 1Normalized for gain on asset sale 2As of 12/31/19 3Equity value as of 2/06/2019 (share price $7.14); Assumes 16.3mm shares outstanding 4Net debt as of February 5, 2020 5Discretionary Cash Flow yield calculated by subtracting interest expense from EBITDA and dividing by market cap 6PV-10 estimates as of 9/30/2019 using SEC price deck; $54.50 per bbl of oil, $19.30 per bbl of NGL, $2.48 per mcf of gas 72P estimates as of 9/30/2019 using FASB price deck; $58.13 per bbl of oil, $2.65 per mmbtu of gas 8Royalty and working interest based on production; Working interest is in Eagle Ford, SCOOP / STACK, Arkoma STACK, and Fayetteville 259 74 27.8 27.8 1Q20 Production (MMcfe/d) Production Split8 Net Mineral Acres (000's)

Why Invest in PHX? Scalable infrastructure for acquisitions Peer leading G&A among mineral players with minimal incremental G&A required for a scale-up Team with a successful history of sourcing and closing accretive transactions Management & Technical team that understands the "rocks" Deal evaluation underpinned on in-house technical expertise, engineering and geology ~50% of the PHX team has a technical background Energy down-cycle provides a great opportunity to pivot and scale-up Abundant supply of private minerals assets looking for monetization IPO valuations are hurting sponsors looking for an exit Track record of capital return and generating excess discretionary cash flow Improved capital return profile through increased DCF returned via dividends Low PDP decline combined with good line of sight to development leads to healthy DCF yield 1 2 3 4

1926- 1969 1928 Paid first dividend of $1.00 per share December 1926 Founded as Panhandle Cooperative Royalty Company in Oklahoma Formed for the purpose of conducting a mining business; including buying and selling lands, oil and gas leases and royalties 1979 Company began to retain a substantial part of its cash flow to acquire additional mineral acreage and to participate with a working interest in the drilling of wells on its mineral acreage 1979 Panhandle Cooperative Royalty Company was merged into Panhandle Royalty Company and its shares were registered with the SEC and traded over-the-counter 2008 Listed on NYSE, ticker symbol PHX 1969 - 2019 2019 Publicly stated strategy of focusing exclusively on mineral and royalty assets Non-consent on AFE; FY-to-date non-consent on 6+ working interest proposals 2019 - Present PHX 1.0 – Beginning as a Co-op PHX 3.0 – Pure Minerals Strategy Corporate History 1969 - 2019 1969 Authorized participation in first working interest well 1988 New Mexico Osage Cooperative Royalty merged into Panhandle 2007 Name changed to Panhandle Oil and Gas, Inc 2014 Acquisition in the Eagle Ford 2018 Acquisitions in the Bakken and STACK and SCOOP (Minerals Only) PHX 2.0 – Conversion to C-Corp PHX 2.0 – Continued December 2019 Announces the closing on the acquisition of 700 net mineral acres in the core of the STACK play in Oklahoma for $9.3 million September 2019 Announces the appointment of Chad L. Stephens as Chief Executive Officer

Proactively grow Minerals And Royalty holdings Take advantage of current consolidation opportunities in the minerals sector Target oil and liquids rich plays such as the Bakken and SCOOP/STACK No additional working interest participation in new wells Acquire additional mineral and royalty rights with excellent geologic characteristics, leased to quality operators and with line of sight development opportunities Continuously high-grade the asset to maximize value Actively lease our mineral acreage to achieve maximum royalty revenue Manage Minerals ownership as a small cap portfolio Differentiated Corporate Strategy Strengthen PHX’s position in the mainstream of the Mineral and Royalty space Maintain resilient and flexible financial position Utilize in-house technology and engineering expertise as a competitive advantage Conservative hedging philosophy to protect balance sheet Modest leverage profile Dedicated IR effort to raise company profile within the minerals eco-system Scalable asset management platform Leverage management and technical team's average 20+ years of industry experience Deal evaluation tied to technical fundamentals

Track Record of Return of Capital to Shareholders A pivot to "pure-play minerals" strategy will enable PHX to enhance return of capital; legacy business already has a long and consistent track record of return of capital Total Return of Capital ($mm) Legacy PHX New PHX Improved capital return profile through increased FCF returned via dividends Capital Allocation1 Substantial D&C spent Minimal to no D&C capex Note: 1Legacy capital allocation from FY 2015

Diversified Mineral Position Over 70% of Panhandle’s net mineral position is currently open Provides opportunity to generate additional cash flow from bonus payments and royalties without spending additional capital Panhandle has an active program in place to lease open acres - PHX OWNERSHIP COUNTIES - PHX LEASED MINERALS - PHX OPEN MINERALS BAKKEN/THREE FORKS SCOOP/STACK FAYETTEVILLE ARKOMA STACK PERMIAN BASIN A diversified portfolio of minerals acts as a call option on several prospective plays & zones ü ü

Portfolio Overview SCOOP / STACK Bakken Arkoma STACK Permian Fayetteville Other Core NMA 1 ('000) Production (Mmcfe/d) 74 27.8 Top Operators WIPs and Permit Locations Undeveloped Locations 190 Source: Company Information Note: 1Excludes open acreage 2Includes 87 locations in Eagle Ford 3Includes Eagle Ford Production 6,775 3,666 3,666 Producing Wells Undeveloped Locations 2 3

Portfolio Overview (cont'd) Gross Wells on Production Gross Wells in Progress Permits Rigs Net Wells Net Wells In Progress SCOOP / STACK Bakken Arkoma STACK Permian Fayetteville Other Total 6.3 2.0 12.6 1.3 22.7 66.0 111.0 0.2 0.0 0.0 0.2 0.1 0.5 WIP replacement ratio1 of ~1.0x provides a baseline for near term growth Source: Company Information, As of 12/31/2019 Note: 1Replacement ratio defined as the number of WIP wells that goes on production divided by the number of new spuds

Inventory Overview Undeveloped Locations Note: 1Includes PDP wells in Eagle Ford 2Economic locations estimate inclusive of of SCOOP / STACK, Bakken and half of Arkoma STACK 3Calculated as 3,030 undeveloped locations divided by 422 royalty wells spud in FY 2019 1 1 2 3,030 Implies ~7.2 years of inventory 3 3,030 3,666 3,030 3,666 Total Locations Under Leased Acreage

Selected Mineral Acquisitions - Acquisition - PHX Ownership - DI Rigs as of 2-3-20 - STACK - Acquisition - PHX Ownership - Bakken/Three Forks - PHX Ownership - Bakken/Three Forks - Acquisition STACK Bakken/ Three Forks Bakken/ Three Forks 1 2 3 Although in the early innings, PHX has demonstrated successful execution of their minerals acquisition strategy Announced: Purchase Price: NRA: Production: Cash Flow: Undeveloped / WIP Locations August 2018 $8.6mm 4,517 net mineral acres / 5,592 net royalty acres 54 boe/d $0.9mm annualized 175 / 19 May 2019 $3.9mm 344 net mineral acres / 448 net royalty acres 51 boe/d $0.6mm annualized 119 / 47 December 2019 $9.3mm 700 net mineral acres / 964 net royalty acres (100% leased) 124 boe/d (67% liquids) from 87 producing wells $1.2mm annualized 122 / 17

Key Statistics2 Top Operators Net Mineral Acres2 11,899 6.9 29.1 29.1 Core NMA1 Prod. Portfolio Contribution SCOOP/STACK Position Net Production (Mmcfe/d)2 Proved Reserves (Bcfe)3 Note: 1Excludes open acreage 2As of 12/31/19 3As of 9/30/19 4Undeveloped Locations consists of PUD, PROB, and POSS locations - PHX Minerals - PHX Leasehold - PHX 2019-20 Leasing - Rig within 2.5 mi of PHX - Rig on PHX Acreage

3,096 1.5 4.2 4.2 Prod. Portfolio Contribution Bakken/Three Forks Position Top Operators Core NMA1 Key Statistics2 Net Mineral Acres2 Net Production (Mmcfe/d)2 Proved Reserves (Bcfe)3 Note: 1Excludes open acreage 2As of 12/31/19 3As of 9/30/19 4Undeveloped Locations consists of PUD, PROB, and POSS locations - PHX Minerals - Rig within 2.5 mi of PHX

Financial Overview

Financial Overview Financial Philosophy Capital Structure and Liquidity Leverage Profile1 Current capital structure 100% common equity and debt from RBL Total long term leverage 1.5x - 2.0x net debt / EBITDA target Acquisitions funded through a mix of debt and equity Disciplined hedging to protect the balance sheet Note: 1Leverage calculated by dividing net debt by LTM Adjusted EBITDA (removing any gain from asset sales) 2Net debt as of February 5th, 2020 3As of January 31, 2020

Financial Highlights Production (mmcfe/d) Adjusted1 EBITDA ($mm) Discretionary Cash Flow ($mm)2 Cash G&A / mcfe Source:Company filings Note: 1Adjusted for gain on sale 2Calculated as EBITDA minus interest expense plus gain on sale

Hedge Position as of December 31, 2019 Natural Gas Hedges (mcf) Crude Oil Hedges (bbl) Swap Price: Collar Floor: Collar Ceiling: $2.59 $2.20 $2.75 $2.66 $58.01 $58.75 $66.56 Source: Company Materials, As of 12/31/2019

Why Invest in PHX? Scalable infrastructure for acquisitions Management & Technical team that understands the "rocks" Energy down-cycle provides a great opportunity to pivot and scale-up Track record of capital return and generating excess discretionary cash flow 1 2 3 4

Appendix

Active Portfolio Management $2.0 $7.7 $5.1 $1.6 $1.5 $0.5 Andrews Cochran Dawson Winkler $835 $1,426 $2,090 $651 $855 $668 Lease Bonus ($mm) $ / acre Texas Oklahoma New Mexico Blaine Canadian Custer Dewey Ellis Grady McClain Major Roger Mills Lea Eddy ü ü ü ü ü ü ü ü ü ü ü Active leasing of open acreage validates option value for PHX acreage Source:Company filings Panhandle is focused on actively managing its mineral portfolio through: Seeking out lessors for open acreage generates upfront bonus revenue and improves visibility of future royalty income Acquiring minerals with a meaningful producing component and near term development opportunities in well understood geology with predictable type curves Divesting undeveloped minerals in higher risk plays with less visibility for development 2,407 5,426 2,464 2,304 1,785 754 22% 22% 21% 23% 21% 21% Total acres leased Average royalty rate ü ü ü

SEC Proved Reserves By Reserve Category By Product By Basin 106.4 Bcfe1 106.4 Bcfe1 106.4 Bcfe1 PDP – Proved Developed Producing Reserves PDNP – Proved Developed Non-Producing Reserves PUD – Proved Undeveloped Reserves; 100% Royalty; 0% Working Interest Note: 1As of September 30, 2019 using SEC price deck; $54.50 / bbl of oil, $19.30 per bbl of NGL, $2.48 per mcf of gas Value by Reserve Category $110.4mm1

11,620 6.1 27.1 27.1 Prod. Portfolio Contribution Arkoma Stack Position Top Operators Core NMA1 Key Statistics2 Net Mineral Acres2 Net Production (Mmcfe/d)2 Proved Reserves (Bcfe)3 Note: 1Excludes open acreage 2As of 12/31/19 3As of 9/30/19 4Undeveloped Locations consists of PUD, PROB, and POSS locations - PHX Minerals - PHX Leasehold - PHX 2019-20 Leasing - Rig within 2.5 mi of PHX

38,823 0.4 1.0 1.0 Prod. Portfolio Contribution Permian Position Boyd & McWilliams Operating, LLC Top Operators Core NMA1 Key Statistics2 Net Mineral Acres2 Net Production (Mmcfe/d)2 Proved Reserves (Bcfe)3 Note: 1Excludes open acreage 2As of 12/31/19 3As of 9/30/19 4Undeveloped Locations consists of PUD, PROB, and POSS locations - PHX Minerals - PHX Leasehold - PHX 2019-20 Leasing - Rig within 2.5 mi of PHX

9,905 5.4 20.3 20.3 Prod. Portfolio Contribution Fayetteville Position Top Operators Core NMA1 Key Statistics2 Net Mineral Acres2 Net Production (Mmcfe/d)2 Proved Reserves (Bcfe)3 Note: 1Excludes open acreage 2As of 12/31/19 3As of 9/30/19 4Undeveloped Locations consists of PUD, PROB, and POSS locations - PHX Minerals - PHX Leasehold

183,425 4.9 19.0 19.0 Prod. Portfolio Contribution Other Positions Top Operators Core NMA1 Key Statistics2 Net Mineral Acres2 Net Production (Mmcfe/d)2 Proved Reserves (Bcfe)3 Note: 1Excludes open acreage 2As of 12/31/19 3As of 9/30/19 4Undeveloped Locations consists of PUD, PROB, and POSS locations