1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB
/X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
/ / For the quarterly period ended September 30, 2001
OR
Transition report pursuant to section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 0-5525
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PYRAMID OIL COMPANY
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-0787340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2008 - 21ST. STREET,
BAKERSFIELD, CALIFORNIA 93301
(Address of principal executive offices) (Zip Code)
(661) 325-1000
(Registrant's telephone number, including area code)
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 periods 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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
COMMON STOCK WITHOUT PAR VALUE 2,494,430
(Class) (Outstanding at September 30, 2001)
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FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
BALANCE SHEETS
ASSETS
September 30, December 31,
2001 2000
(Unaudited) (Audited)
------------ ------------
CURRENT ASSETS:
Cash $ 222,407 $151,727
Short-term investments 1,300,000 700,000
Trade accounts receivable 207,668 212,714
Crude oil inventory 58,341 56,156
Prepaid expenses 78,098 84,230
Deferred income taxes 19,430 22,012
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TOTAL CURRENT ASSETS 1,885,944 1,226,839
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PROPERTY AND EQUIPMENT, at cost
Oil and gas properties and equipment
(successful efforts method) 10,286,875 10,343,773
Drilling and operating equipment 2,845,322 3,118,778
Land, buildings and improvements 936,681 921,767
Automotive, office and other
property and equipment 913,834 1,067,625
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14,982,712 15,451,943
Less: accumulated depletion,
depreciation, amortization
and valuation allowance (13,465,008) (13,846,912)
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1,517,704 1,605,031
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$3,403,648 $2,831,870
============ ============
See Accompanying Notes to Financial Statements.
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PYRAMID OIL COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2001 2000
(Unaudited) (Audited)
------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 61,424 $ 66,362
Accrued professional fees 17,750 18,750
Accrued taxes, other than income taxes 45,335 22,645
Accrued payroll and related costs 39,044 36,040
Accrued royalties payable 70,625 82,621
Accrued insurance 155 29,864
Current maturities of long-term debt 15,442 27,500
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TOTAL CURRENT LIABILITIES 249,775 283,782
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LONG-TERM DEBT, net of current maturities 1,084 29,080
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DEFERRED INCOME AND OTHER TAXES 19,430 22,012
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COMMITMENTS (note 3)
STOCKHOLDERS' EQUITY:
Common stock-no par value;
10,000,000 authorized shares;
2,494,430 shares issued and
outstanding 1,071,610 1,071,610
Retained earnings 2,061,749 1,425,386
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3,133,359 2,496,996
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$3,403,648 $2,831,870
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See Accompanying Notes to Financial Statements.
4 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Nine months ended
September 30, September 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- --------- ---------
REVENUES $445,698 $561,860 $1,377,634 $1,499,198
--------- --------- --------- ---------
COSTS AND EXPENSES:
Operating expenses 259,837 245,287 793,337 698,964
Exploration costs 983 3,251 42,788 19,659
General and administrative 90,722 88,205 269,522 278,590
Taxes, other than income
and payroll taxes 11,241 13,538 33,001 34,872
Provision for depletion,
depreciation and
amortization 43,110 50,924 130,179 156,496
Other costs and expenses 3,760 2,520 14,086 11,620
--------- --------- --------- ---------
409,653 403,725 1,282,913 1,200,201
--------- --------- --------- ---------
OPERATING INCOME 36,045 158,135 94,721 298,997
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 17,904 7,677 44,344 15,480
Gain on settlement -- -- 395,708 --
Gain on sale of assets 48,922 43,000 74,860 58,750
Other income 3,600 14,596 30,698 25,396
Interest expense (699) (1,495) (2,943) (3,960)
--------- --------- --------- ---------
69,727 63,778 542,667 95,666
--------- --------- --------- ---------
INCOME BEFORE INCOME
TAX PROVISION (BENEFIT) 105,772 221,913 637,388 394,663
Income tax provision
(benefit) -- (14,150) 1,025 (27,275)
--------- --------- --------- ---------
NET INCOME $ 105,772 $ 236,063 $ 636,363 $ 421,938
========= ========= ========= =========
BASIC INCOME PER COMMON SHARE $0.04 $0.09 $0.26 $0.17
========= ========= ========= =========
DILUTED INCOME PER COMMON SHARE $0.04 $0.09 $0.26 $0.17
========= ========= ========= =========
Weighted average number of
common shares outstanding 2,494,430 2,494,430 2,494,430 2,494,430
========= ========= ========= =========
See Accompanying Notes to Financial Statements.
5 PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine months ended September 30,
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2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 636,363 $ 421,938
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for depletion,
depreciation and amortization 130,179 156,496
Exploration costs 42,788 19,659
Gain on sale of assets (74,860) (58,750)
Income tax benefit -- (28,300)
Changes in assets and liabilities:
Decrease (increase) in trade accounts receivable 5,046 (70,410)
Increase in crude oil inventory (2,185) --
Decrease in prepaid expenses 6,132 41,847
Decrease in accounts payable
and accrued liabilities (21,949) ( 4,088)
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Net cash provided by operating activities 721,514 478,392
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (125,380) (130,893)
Proceeds from sales of assets 114,600 60,750
Net change in short-term investments (600,000) (500,000)
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Net cash used in investing activities (610,780) (570,143)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (55,054) (33,019)
Proceeds from issuance of long-term debt 15,000 70,000
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Net cash (used in) provided by
financing activities (40,054) 36,981
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Net increase (decrease) in cash 70,680 (54,770)
Cash at beginning of period 151,727 109,775
--------- ---------
Cash at end of period $222,407 $ 55,005
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the nine months for interest $2,943 $3,390
========= =========
Cash paid during the nine months for income taxes $1,025 $1,025
========= =========
See Accompanying Notes to Financial Statements.
6 PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements include the accounts of Pyramid Oil Company (the
Company). Such financial statements included herein have been prepared by the
Company, without an audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
A summary of the Company's significant accounting policies is contained in its
December 31, 2000 Form 10-KSB which is incorporated herein by reference. The
financial data presented herein should be read in conjunction with the
Company's December 31, 2000 financial statements and notes thereto, contained
in the Company's Form 10-KSB.
In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of September 30, 2001 and the results of its operations
and its cash flows for the nine month periods ended September 30, 2001 and
2000. The results of operations for an interim period are not necessarily
indicative of the results to be expected for a full year.
(2) DIVIDENDS
No cash dividends were paid during the nine months ended September 30, 2001
and 2000.
(3) COMMITMENTS
During 1998, the Company entered into a joint venture project, with several
other oil and gas companies, to explore for and develop potential natural gas
reserves in the Solano County area of California. This project is employing
3-D seismic technology and exploratory drilling, in hopes of finding and
developing natural gas reserves on approximately 3,200 acres of leased ground.
The Company's position is that of a non-operator.
Drilling operations on the first well began early in the first quarter of
2000. This well encountered substantial mechanical problems prior to reaching
its intended depth and was abandoned due to these problems. The Company
participated in the drilling of a second well on this lease in the fourth
quarter of 2000. This well was abandoned due to insufficient gas reserves.
The Company expended approximately $18,000 for its share of costs on the first
well during 1999, and expended an additional $15,000 during 2000. The Company
expended approximately $18,000 for its share of costs on the second well
during 2000. These costs are recorded in Costs and Expenses on the Statements
of Operations.
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The Company has agreed to participate in the drilling of a third natural gas
well in conjunction with the same operator in a new prospect area located in
Solano County. In the fourth quarter of 2001, this well commenced drilling.
The Company's share of the prospect fee and estimated drilling costs for this
new well are expected to be approximately $32,000 for the fourth quarter of
2001.
During the second quarter of 2001, the Company entered into a new joint
venture project with several other independent oil and gas companies, to
explore for and develop potential oil reserves in the Gap Mountain area of
Nevada. The Company's position is that of a non-operator. During the second
quarter of 2001, the Company's share of the prospect fee for this project was
approximately $48,000.
The Company has entered into various employment agreements with key executive
employees. In the event the key executives are dismissed, the Company would
incur approximately $575,000 in costs.
(4) OTHER INCOME
In 1996, the Company filed a lawsuit in Kern County Superior Court, against
Mr. Russell R. Simonson, alleging a breach of a contractual agreement. The
lawsuit went to trial in 1997 and the trial court ruled that the Defendant
twice breached terms of an agreement, and the court awarded the Company
damages, interest and attorney's fees. The Defendant appealed the trial
court's decision and the matter was reviewed by the California Appeals Court.
In November 2000, the Appeals Court again ruled in favor of the Company,
upholding the original award of damages, interest and attorney's fees. On
March 5, 2001, the Company recorded a gain and received payment from the
Defendant in the amount of $395,708, concluding this matter.
The Company sold various surplus equipment and it's interest in a
non-producing oil and gas lease during the first quarter of 2001. These
assets had little or no net book value. During the second quarter of 2001,
the Company sold certain fixed assets for a gain of $7,800 and surplus used
tubing supplies for a gain of approximately $7,000. The Company also recorded
a one-time gain of $10,000 for the sublease of certain deep drilling rights on
some of its oil and gas properties. During the third quarter of 2001, the
Company sold certain fixed assets for a combined net gain of $48,900.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
IMPACT OF CHANGING PRICES
The Company's revenue is affected by crude oil prices paid by the major oil
companies. Average crude oil prices for the third quarter of 2001 decreased
by approximately $6.40 per equivalent barrel when compared with the same
period for 2000. Average crude oil prices for the first nine months of 2001
decreased by approximately $2.60 per equivalent barrel when compared with the
same period for 2000. At the end of the third quarter of 2001, crude oil
prices decreased by approximately $1.75 per barrel when compared with crude
oil prices at December 31, 2000. The Company cannot predict the future course
of crude oil prices.
LIQUIDITY AND CAPITAL RESOURCES
Cash increased by $70,680 for the nine months ended September 30, 2001.
During the first nine months of 2001, operating activities provided cash of
$721,514. Purchases of short-term investments of $600,000, capital
expenditures of $125,380 and principal payments on long-term debt of $55,054,
reduced cash for the first nine months of 2001. This was offset by proceeds
from sales of fixed assets of $114,600 and from the issuance of long-term
debt of $15,000. See the Statements of Cash Flows for additional detailed
information. A $100,000 line of credit, unused at September 30, 2001,
provided additional liquidity during the first nine months of 2001
FORWARD LOOKING INFORMATION
The Company's average crude oil price has decreased by approximately $1.25 per
barrel since September 30, 2001. The Company is currently participating, on a
minority basis, in two joint venture exploration drilling prospects, see Note
3 of Notes to Financial Statements, Commitments.
Portions of the Quarterly Report, including Management's Discussion and
Analysis, contain forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company's actual results
and performance in future periods to be materially different from any future
results or performance suggested in forward-looking statements in this
release. Such forward-looking statements speak only as of the date of this
report and the Company expressly disclaims any obligation to update or revise
any forward-looking statements found herein to reflect any changes in Company
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expectations or results or any change in events. Factors that could cause
results to differ materially include, but are not limited to: the timing and
extent of changes in commodity prices of oil, gas and electricity,
environmental risk, drilling and operational costs, uncertainties about
estimates of reserves and government regulations.
ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2001
COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 2000
REVENUES
Oil and gas revenues decreased by 21% for the three months ended September 30,
2001 when compared with the same period for 2000. Oil and gas revenues
decreased by 24% due to lower average crude oil prices for the third quarter
of 2001. The average price of the Company's oil and gas for the third quarter
of 2001 decreased by approximately $6.40 per equivalent barrel when compared
to the same period of 2000. The decrease in revenues due to unfavorable
prices was offset by a 3% increase in production. The Company's net revenue
share of crude oil production increased by approximately 600 barrels for the
third quarter of 2001.
OPERATING EXPENSES
Operating expenses increased by 6% for the third quarter of 2001. The cost
to produce an equivalent barrel of crude oil increased by approximately thirty
cents for the third quarter of 2001 when compared with the third quarter of
2000. Operating costs for the second quarter of 2001 increased by
approximately 4% due to higher repair and maintenance costs for production
equipment, primarily well servicing rigs and gas engines used for crude oil
production.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased by approximately 3% for the
quarter ended September 30, 2001. There are no significant variances to
report for the third quarter of 2001.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by 15%
for the third quarter of 2001, when compared with the same period for 2000.
The decrease is due primarily to the decrease in the depletion rate. The
depletion rate decreased as a result of the estimated oil and gas reserves
decreasing in an amount much less than the decline in the depletable base of
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the oil and gas properties. The estimated reserves did not decline in
relation to the depletable base due to revisions to these estimates which
offset the decline in production.
OTHER INCOME
Other income increased by approximately $6,000 for the third quarter of
2001, when compared with the same period for 2000. During the third quarter
of 2001, interest income increased by approximately $10,000 due to the higher
levels of short-term investments.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000
REVENUES
Oil and gas sales decreased by 8% for the nine months ended September 30,
2001 when compared with the same period for 2000. Oil and gas sales decreased
by 10.5% due to lower average crude oil prices for the first nine months of
2001. The average price of the Company's oil and gas for the first nine
months of 2001 decreased by approximately $2.60 per equivalent barrel
when compared with the same period for 2000. This was offset by a 2.5%
increase in revenues due to higher crude oil production. The Company's net
revenue share of crude oil production increased by approximately 1,400 barrels
for the nine months ended September 30, 2001.
OPERATING EXPENSES
Operating expenses increased by 13.5% for the nine months ended September 30,
2001. The cost to produce an equivalent barrel of crude oil increased by
approximately $1.30 per barrel for the nine months ended September 30, 2001.
Operating expenses have increased due primarily to higher costs for labor,
operating supplies and equipment repair.
Labor costs increased by approximately 5% due primarily to the hiring of one
new employee. A significant component of the increase in operating supplies
of approximately 7% is the purchase of certain down-hole tubular goods in the
second and third quarter of 2001. Similar tubular goods were not purchased in
the first nine months of 2000. Repair and maintenance of production equipment
increased by approximately 4% for the nine months ended June 30, 2001, due to
higher repair costs for well servicing rigs and gas engines.
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GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased by 3% for the first nine months
of 2001 when compared with the same period for 2000. There are no significant
variances to report for the nine months ended September 30, 2001.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by 17%
for the nine months ended September 30, 2001, when compared with the same
period for 2000. The decrease is due primarily to the decrease in the
depletion rate. The depletion rate decreased as a result of the estimated oil
and gas reserves decreasing in an amount much less than produced amounts due
to upward revisions to the estimated reserves.
OTHER INCOME
In 1996, the Company filed a lawsuit in Kern County Superior Court, against
Mr. Russell R. Simonson, alleging a breach of a contractual agreement. The
lawsuit went to trial in 1997 and the trial court ruled that the Defendant
twice breached terms of an agreement, and the court awarded the Company
damages, interest and attorney's fees. The Defendant appealed the trial
court's decision and the matter was reviewed by the California Appeals Court.
In November 2000, the Appeals Court again ruled in favor of the Company,
upholding the original award of damages, interest and attorney's fees. On
March 5, 2001, the Company recorded a gain and received payment from the
Defendant in the amount of $395,708, concluding this matter.
Interest income increased by approximately $29,000, due primarily to higher
levels of short-term investments during the first nine months of 2001.
INCOME TAX PROVISION
The Company's income tax provision consists mostly of current minimum taxes
for California and New York. The Company is utilizing its significant net
operating loss carryforwards to offset Federal income taxes.
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RECENT ACCOUNTING DEVELOPMENTS
In June 2001, the FASB issued Statements of Financial Accounting Standards No.
141 ("FAS 141") "Business Combinations" and No. 142 ("FAS 142") "Goodwill and
Other Intangible Assets". These statements eliminate the pooling of interests
method of accounting for business combinations as of June 30, 2001 and
eliminate the amortization of goodwill for all fiscal years beginning after
December 15, 2001. Goodwill will be accounted for under an impairment-only
method after this date. The Company is required to adopt FAS 141 and 142 with
respect to existing goodwill on January 1, 2002. Management believes the
adoption of these Statements will not have a significant impact on the
Company's financial position, results of operations or cash flows.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("FAS 143") "Accounting for Asset Retirement Obligations". This Statement
addresses financial accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated retirement
costs. Asset retirement obligations will be initially measured at fair value.
These obligations will be discounted and accretion expense will be recognized
using the credit adjusted risk-free interest rate. The Company is required to
adopt FAS 143 on January 1, 2003. The Company is assessing the impact FAS 143
will have on its financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("FAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets". This Statement supercedes previous statements related to impairment.
The requirements to allocate goodwill to long-lived assets to be tested for
impairment is eliminated. A primary asset approach to determine a cash flow
estimation period is established. The Company is required to adopt FAS 144 on
January 1, 2002. The Company is assessing the impact FAS 144 will have on its
financial statements.
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PYRAMID OIL COMPANY
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
None
Item 2. - Changes in Securities
None
Item 3. - Defaults Upon Senior Securities
None
Item 4. - Submission of Matters to a Vote of Security Holders
None
Item 5. - Other Information -
None
Item 6. - Exhibits and Reports on Form 8-K
No Form 8-K's were filed during the three months
ended September 30, 2001.
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SIGNATURES
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 THEREUNTO DULY AUTHORIZED.
PYRAMID OIL COMPANY
(registrant)
Dated: November 13, 2001 J. BEN HATHAWAY
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J. Ben Hathaway
President
Dated: November 13, 2001 JOHN H. ALEXANDER
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John H. Alexander
Vice President