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 June 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 June 30, 2001)
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FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
BALANCE SHEETS
ASSETS
June 30, December 31,
2001 2000
(Unaudited) (Audited)
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 172,685 $ 151,727
Short-term investments 1,200,000 700,000
Trade accounts receivable 213,646 212,714
Crude oil inventory 57,698 56,156
Prepaid expenses 37,681 84,230
Deferred income taxes 18,863 22,012
------------ ------------
TOTAL CURRENT ASSETS 1,700,573 1,226,839
------------ ------------
PROPERTY AND EQUIPMENT, at cost
Oil and gas properties and equipment
(successful efforts method) 10,294,375 10,343,773
Drilling and operating equipment 3,095,336 3,118,778
Land, buildings and improvements 921,767 921,767
Automotive, office and other
property and equipment 1,076,390 1,067,625
------------ ------------
15,387,868 15,451,943
Less: accumulated depletion,
depreciation, amortization
and valuation allowance (13,824,323) (13,846,912)
------------ ------------
1,563,545 1,605,031
------------ ------------
$3,264,118 $2,831,870
============ ============
The Accompanying Notes Are an Integral Part of These Financial Statements.
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PYRAMID OIL COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
2001 2000
(Unaudited) (Audited)
------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 50,546 $ 66,362
Accrued professional fees 16,333 18,750
Accrued taxes, other than income taxes -- 22,645
Accrued payroll and related costs 36,078 36,040
Accrued royalties payable 70,629 82,621
Accrued insurance 7,550 29,864
Current maturities of long-term debt 30,878 27,500
------------ ------------
TOTAL CURRENT LIABILITIES 212,014 283,782
------------ ------------
LONG-TERM DEBT, net of current maturities 5,654 29,080
------------ ------------
DEFERRED INCOME AND OTHER TAXES 18,863 22,012
------------ ------------
COMMITMENTS and CONTINGENCIES (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 1,955,977 1,425,386
------------ ------------
3,027,587 2,496,996
------------ ------------
$3,264,118 $2,831,870
============ ============
The Accompanying Notes Are an Integral Part of These Financial Statements.
4 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended Six months ended
June 30, June 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- --------- ---------
REVENUES $485,258 $482,280 $931,936 $937,338
--------- --------- --------- ---------
COSTS AND EXPENSES:
Operating expenses 258,766 230,678 533,500 453,677
Exploration costs 41,805 16,408 41,805 16,408
General and administrative 85,214 83,707 178,800 190,385
Taxes, other than income
and payroll taxes 9,633 10,051 21,760 21,334
Provision for depletion,
depreciation and
amortization 39,214 52,113 87,069 105,572
Other costs and expenses 9,746 8,226 10,326 9,100
--------- --------- --------- ---------
444,378 401,183 873,260 796,476
--------- --------- --------- ---------
OPERATING INCOME 40,880 81,097 58,676 140,862
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 16,767 4,481 26,440 7,803
Gain on settlement -- -- 395,708 --
Gain on sale of assets 7,800 -- 25,938 15,750
Other income 20,574 3,300 27,098 10,800
Interest expense (1,012) (1,156) (2,244) (2,465)
--------- --------- --------- ---------
44,129 6,625 472,940 31,888
--------- --------- --------- ---------
INCOME BEFORE INCOME
TAX PROVISION (BENEFIT) 85,009 87,722 531,616 172,750
Income tax provision
(benefit) 800 (13,350) 1,025 (13,125)
--------- --------- --------- ---------
NET INCOME $ 84,209 $ 101,072 $ 530,591 $ 185,875
========= ========= ========= =========
BASIC INCOME PER COMMON SHARE $0.03 $0.04 $0.21 $0.07
========= ========= ========= =========
DILUTED INCOME PER COMMON SHARE $0.03 $0.04 $0.21 $0.07
========= ========= ========= =========
Weighted average number of
common shares outstanding 2,494,430 2,494,430 2,494,430 2,494,430
========= ========= ========= =========
The Accompanying Notes Are an Integral Part of These Financial Statements.
5 PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30,
---------------------------
2001 2000
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 530,591 $ 185,875
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for depletion,
depreciation and amortization 87,069 105,572
Exploration costs 41,805 16,408
Gain on sale of fixed assets (25,938) (15,750)
Income tax benefit -- (14,150)
Changes in assets and liabilities:
Increase in trade accounts receivable (932) (43,868)
Increase in crude oil inventories (1,542) --
Decrease in prepaid expenses 46,549 32,587
Decrease in accounts payable
and accrued liabilities (75,146) (38,643)
--------- ---------
Net cash provided by operating activities 602,456 228,031
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (89,550) (74,347)
Proceeds from sales of fixed assets 28,100 15,750
Net change in short-term investments (500,000) (250,000)
--------- ---------
Net cash used in investing activities (561,450) (308,597)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (35,048) (19,485)
Proceeds from issuance of long-term debt 15,000 40,000
--------- ---------
Net cash (used in) provided by
financing activities (20,048) 20,515
--------- ---------
Net increase (decrease) in cash 20,958 (60,051)
Cash at beginning of period 151,727 109,775
--------- ---------
Cash at end of period $172,685 $ 49,724
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the six months for interest $2,244 $2,465
========= =========
Cash paid during the six months for income taxes $1,025 $1,025
========= =========
The Accompanying Notes Are an Integral Part of These Financial Statements.
6 PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 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 June 30, 2001 and the results of its operations and
its cash flows for the six month periods ended June 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 six months ended June 30, 2001 and
2000.
(3) COMMITMENTS AND CONTINGENCIES
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 has not made any decisions about participating in any future
proposed exploration wells on this project. The Company expended
approximately $18,000 for its share of costs on the first well during 1999,
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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 Operating Costs on the Statements of Operations.
Late in the fourth quarter of 1998, the Company was notified by the United
States Environmental Protection Agency (EPA) that the Company was identified
as a "de minimis" contributor to the Casmalia Disposal Site in Santa Barbara
County, California. The EPA claimed that all parties who contributed to the
disposal site were potentially liable for a share of the cleanup costs.
After extensive examination of the EPA's documentation, upon which the EPA
based their claims, the Company determined that all of the materials sent to
the Casmalia disposal site, by the Company, between 1980 and 1983 were found
to be non-hazardous materials, specifically exempt under Federal and State
statutes, specifically CERCLA, Section 101(14), 42 U.S.C. Sec 9601(14). EPA
manifests identified over 97% of the materials sent by the Company to this
site as being produced waste oilfield water. The remaining 3% was composed of
water, crude oil and sand, from down-hole workover operations.
In December 1999, the Company formally responded to the EPA, by denying all of
the allegations and providing factual evidence in support of the Company's
position. Currently, the EPA's position is that it does not consider parties
that only sent petroleum wastes to the site liable. Therefore, management
does not believe that the Company is, or will be, liable for any cleanup
costs associated with the EPA's remediation of the Casmalia Disposal Site.
In April 2000, the Company was contacted by a law firm representing the
"Casmalia Steering Committee" requesting that the Company enter into a tolling
agreement to extend the statute of limitations associated with the Casmalia
Disposal Site. (The Steering Committee is a group of 54 public and private
entities, who compose the largest waste contributors to the Casmalia site and
under a 1997 Consent Decree with the United States, is committed to pay for
and/or preform certain cleanup activities at the Casmalia site.) The Steering
Committee proposed an 18-month extension of the statute of limitations that
were due to expire on June 27, 2000, in order to provide the Steering
Committee with additional time in which to sue the Company for alleged cleanup
contributions. Since the Company throughly investigated its position
concerning the issue of liability associated with the cleanup costs at the
Casmalia Disposal Site before replying to the EPA, (as discussed above) the
Company declined to enter into the Steering Committee's proposed tolling
agreement.
In July, the Company informally became aware that the Steering Committee filed
a Federal lawsuit on June 26, 2000, against approximately 450 parties involved
in the Casmalia site, including the Company. This suit is seeking
contributions for response costs and damages incurred and to be incurred at
the Casmalia Disposal Site. Through its legal counsel, the Company has
contacted the Steering Committee and has requested production of any factual
proof, supporting the claims and allegations made in the Steering Committee's
legal action. Subsequent to these events, the Company was dismissed from this
lawsuit by the Steering Committee.
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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. 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.
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 second quarter of 2001 were
unchanged when compared with the same period for 2000. Average crude oil
prices for the first six months of 2001 decreased by approximately $0.70 per
equivalent barrel when compared with the same period for 2000. At the end of
the second quarter of 2001, crude oil prices increased by approximately $2.30
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 and cash equivalents increased by $20,958 for the six months ended June
30, 2001. During the first half of 2001, operating activities provided cash
of $602,456. Purchase of short-term investments of $500,000, principal
payments on long-term debt totaling $35,048 and capital expenditures of
$89,550, reduced cash for the first six months of 2001. This was offset by
proceeds from sales of fixed assets of $28,100 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 June 30, 2001,
provided additional liquidity during the first half of 2001.
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FORWARD LOOKING INFORMATION
The Company's average crude oil price has increased by approximately forty-
five cents per barrel since June 30, 2001. Since it appears that crude oil
prices are going to remain at or near current levels until the end of the
year, management is concentrating its efforts on returning some of the
Company's previously shut-in wells to production to take advantage of the
improved oil prices. Additionally, management is presently evaluating two
joint venture exploration drilling prospects, that the Company may potentially
participate in, on a minority basis and the possibility of drilling one new
well on an existing Company property in the Midway Sunset area, of California.
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
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 JUNE 30, 2001
COMPARED TO THE QUARTER ENDED JUNE 30, 2000
REVENUES
Oil and gas revenues increased by less than 1% for the three months ended June
30, 2001 when compared with the same period for 2000. The increase in
revenues is due to a slight increase in production. The Company's net revenue
share of crude oil production increased by approximately 100 barrels for the
second quarter of 2001.
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OPERATING EXPENSES
Operating expenses increased by 10% for the second quarter of 2001. The cost
to produce an equivalent barrel of crude oil increased by approximately $1.15
for the second quarter of 2001 when compared with the second quarter of 2000.
Operating costs for the second quarter of 2001 increased primarily due to the
timing of the purchases of operating supplies, equipment fuel, engine oil and
lubricates.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased by approximately 2% for the
quarter ended June 30, 2001. There are no significant variances to report for
the second quarter of 2001
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by 25%
for the second 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
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 $37,000 for the second quarter of
2001, when compared with the same period for 2000. During the second quarter
of 2001, interest income increased by approximately $12,000 due to the higher
levels of short-term investments. 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.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000
REVENUES
Oil and gas revenues decreased by 1% for the six months ended June 30, 2001
when compared with the same period for 2000. Oil and gas revenues decreased
by 3% due to lower average crude oil prices for the first half of 2001. The
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average price of the Company's oil and gas for the first six months of 2001
decreased by approximately seventy cents per equivalent barrel when compared
with the same period for 2000. The decrease in revenues due to lower prices
was offset by a 2% increase in production. The Company's net revenue
share of crude oil production increased by approximately 10 barrels per day
for the six months ended June 30, 2001.
OPERATING EXPENSES
Operating expenses increased by 17% for the six months ended June 30, 2001,
when compared with the same period for 2000. The cost to produce an
equivalent barrel of crude oil increased by approximately $1.70 per barrel for
the six months ended June 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 6% is the purchase of certain down-hole tubular goods in the
second quarter of 2001. Similar tubular goods were not purchased in the first
half of 2000. Repair and maintenance of production equipment increased by
approximately 3% for the six months ended June 30, 2001, due to higher repair
costs for well servicing rigs and gas engines.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased by 6% for the first six months
of 2001 when compared with the same period for 2000. Legal fees decreased by
13% for the first half of 2001 due to the resolution of a lawsuit that was
filed by the Company in 1996. The Company received a favorable judgement in
1997 which was appealed by the defendant. The legal costs for the first half
of 2000 were all related to the efforts directed at the appeal process (see
Other Income below). Legal fees related to this matter were substantially
lower during the first half of 2001.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by 18%
for the second half 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
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.
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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 $18,600 due primarily to higher
levels of short-term investments during the first half 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.
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 FAS 142
with respect to new goodwill on July 1, 2001 and FAS 142 with respect to
existing goodwill on January 1, 2002. Management believes adoption of these
Statements well not have a significant impact on the Company's financial
position, results of operations or cash flows.
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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
On June 7, 2001, the Company held its Annual Meeting
of Shareholders in Bakersfield, California. Two items
were voted on during the meeting; election of
Directors and approval of Auditors. The shareholders
elected J. Ben Hathaway, John H. Alexander, Thomas W.
Ladd, Gary L. Ronning and John E. Turco to serve as the
Company's Directors until the next scheduled Annual
Meeting. The shareholders also approved the selection
of Arthur Andersen LLP as auditors for 2001. Each
item is fully described in the Company's Proxy dated
April 30, 2001.
Item 5. - Other Information -
None
Item 6. - Exhibits and Reports on Form 8-K -
a. Exhibits
10.1 (1) Employment Agreement - President
10.2 (2) Employment Agreement - Vice President
b. Reports on Form 8-K
No Form 8-K's were filed during the three months
ended June 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: August 14, 2001 J. BEN HATHAWAY
---------------------
J. Ben Hathaway
President
Dated: August 14, 2001 JOHN H. ALEXANDER
---------------------
John H. Alexander
Vice President