-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lya0/ciEarHb+tC1xDqKIpWGiM90XhP9fI1D9b7PLvPnDokzzaKHHsAiMFZ2xWV8 99V08KYAJxOOTbQe6ZStag== 0000081318-99-000002.txt : 19990403 0000081318-99-000002.hdr.sgml : 19990403 ACCESSION NUMBER: 0000081318-99-000002 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PYRAMID OIL CO CENTRAL INDEX KEY: 0000081318 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 940787340 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: SEC FILE NUMBER: 000-05525 FILM NUMBER: 99584253 BUSINESS ADDRESS: STREET 1: 2008 21ST ST CITY: BAKERSFIELD STATE: CA ZIP: 93301 BUSINESS PHONE: 8053251000 MAIL ADDRESS: STREET 1: P O BOX 832 CITY: BAKERSFIELD STATE: CA ZIP: 93302 10KSB 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB /X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) For the fiscal year ended December 31, 1998 / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-5525 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 No.) 2008 - 21st. Street, P. O. Box 832 93302 Bakersfield, California (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (661) 325-1000 Securities registered pursuant to Section 12 (b) of the Exchange Act: NONE Securities registered pursuant to Section 12 (g) of the Exchange Act: Common Stock Without Par Value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ] 2 State the registrant's revenues for its most recent fiscal year: $951,015 The aggregate market value on March 22, 1999, of Common shares held by non-affiliates was approximately $320,000 based on the average closing bid and asked prices of the registrant's Common shares on such date, as quoted by the National Quotation Bureau. At March 22, 1999, there were 2,494,430 Common shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement for its 1999 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's fiscal year are incorporated by reference into Part III. Transitional Small Business Disclosure Format (check one): Yes No X 3 PYRAMID OIL COMPANY 1998 FORM 10-KSB ANNUAL REPORT Table of Contents Page PART I Item 1. Description of Business . . . . . . . . 4 Item 2. Description of Property . . . . . . . . 9 Item 3. Legal Proceedings . . . . . . . . . . . 12 Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . 12 PART II Item 5. Market for Common Equity and Related Stockholder Matters. . . . . . . . . . 13 Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . 14 Item 7. Financial Statements . . . . . . . . . . 20 Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure . . . 45 PART III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act . . . . . . . 45 Item 10. Executive Compensation . . . . . . . . . 45 Item 11. Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . 45 Item 12. Certain Relationships and Related Transactions 46 PART IV Item 13. Exhibits and Reports on Form 8-K . . . . . 47 4 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - ----------------------------- Except for the historical information contained herein, the matters discussed in this Annual Report are forward-looking statements which involve risks and uncertainties, including but not limited to economic, competitive, political, regulatory and governmental factors affecting the Company's revenues, operations, markets and prices, properties and other factors discussed in the Company's various filings with the Securities and Exchange Commission. PART I ------ ITEM 1 - DESCRIPTION OF BUSINESS - -------------------------------- (a) GENERAL BUSINESS DESCRIPTION ---------------------------- Pyramid Oil Company is a California corporation that has been in the oil and gas business continuously, since it was incorporated on October 9, 1909. Pyramid Oil Company, hereinafter referred to as "Pyramid" or the "Company", is engaged in the business of exploration, development and production of crude oil and natural gas. Pyramid acquires interests in land and producing properties through acquisition and lease on which it drills and/or operates oil or gas wells in efforts to discover and/or to produce oil and gas. Crude oil and natural gas produced from these properties are sold to various refineries and pipeline companies. The majority of all oil and gas properties that Pyramid owns and operates is for its own account. Pyramid also participates in specific joint ventures with others in the development of oil and gas properties. Pyramid's interests in these properties will vary depending on the availability of said interests and their locations. The Company's executive offices are located at 2008 21st Street, Bakersfield, California, 93301, telephone (661) 325-1000, facsimile (661) 325-0100. (b) DESCRIPTION OF BUSINESS - OIL AND GAS OPERATIONS ------------------------------------------------ Exploration and Development - --------------------------- Pyramid operates in a highly competitive industry wherein many companies, from large multinational companies to small independent producers, are competing for a finite amount of oil and gas resources. The Company seeks out properties to explore for oil and gas by drilling and also seeks out producing oil and gas properties that can be purchased and operated. 5 Management believes that under the right economic conditions, several of the producing properties that the Company owns could have further developmental potential. Certain oil properties currently owned and operated by the Company may be receptive to enhanced oil recovery procedures when economic conditions improve. Oil and Gas Production Operations - --------------------------------- At the beginning of 1998, Pyramid operated 23 oil and gas leases (properties) that produce crude oil and/or natural gas (production) in Kern and Santa Barbara Counties in the State of California. At the end of 1998, the Company had reduced the leases in operation to 16 due to the low oil prices for 1998. Production operations consist primarily of pumping oil from a well(s) into tanks and selling the oil to a buyer and maintaining production facilities. Operations of properties differ from one property to another, depending on the number of wells, the depth of the wells, the gravity of the oil produced and the location of the property. All of Pyramid's oil production is classified as primary recovery production at this time; certain properties may be conducive to secondary recovery operations in the future, depending on the prevailing price of oil. Primary recovery production is oil and/or gas recovered by any method (natural flow or artificial lift) that may be employed to produce them through a single well bore; the fluid enters the well bore by the action of native reservoir energy or gravity. Secondary recovery operations employs any method of recovery (artificial flowing or pumping) to produce oil and/or gas through the joint use of two or more well bores. Secondary recovery may be obtained by the injection of liquids or gases into the reservoir for the purpose of augmenting reservoir energy. Secondary recovery, usually, but not always, is done after the primary-recovery phase has passed. All basic production and associated activities including daily inspections, gauging and shipping of oil produced, daily routine maintenance of wells, and maintenance and repairs of production facilities and equipment, are performed by Pyramid employees. Various equipment necessary to perform maintenance and repair activities on the properties is owned and maintained by the Company. Such equipment consists of service rigs, mobile pumps, vacuum trucks, hot oil truck, backhoe, trucks and trailers. The Company maintains shop facilities and mechanics to perform maintenance and repairs on vehicles and equipment. The Company employs field level personnel that perform daily activities in support of all operations (i.e., pumpers, rig crews, roustabouts and equipment operators). Occasionally, the Company drills new wells or redrills existing wells on properties owned by the Company in an attempt to increase oil and gas production. In the last five years, the Company has utilized the services of outside drilling contractors for drilling new wells and redrilling existing wells. Maintenance and repairs of existing wells to maintain or increase oil and gas production are carried out by Company personnel on a continuing basis. Most maintenance and repair work is performed with Company rigs. 6 Economic factors associated with the price of oil and gas and the productive output of wells determine the number of active wells the Company operates. Under certain economic conditions, the Company has the potential to operate 134 total wells, and of these, approximately 57 were in daily operation during 1998. Operations continue to be reduced on specific properties that are currently generating a marginal gross profit in an effort to hold the properties until economic conditions warrant full scale operations. The Company also owns other oil and gas interests outside of California that it does not operate. These interests are located in Wyoming and New York. Marketing of Crude Oil and Natural Gas - -------------------------------------- The Company sells its crude oil to Kern Oil & Refining and Tosco Refining Company, accounting for approximately 50.6%, and 43.4%, respectively, of Pyramid's crude oil and gas sales in 1998. While revenue from these customers is significant, and the loss of any one could have an adverse effect on the Company, it is management's opinion that the oil and gas it produces could be sold to other crude oil purchasers, refineries or pipeline companies. Natural gas is sold to companies in the area of operations. Market demand for Pyramid's production is subject to various influences and can never be assured, especially in an era of changing prices. The base values for crude oil the Company sells is set by major oil companies in response to area and market strengths and international influences. Types and qualities of crude oil vary substantially in base values posted by crude oil buyers in various areas of the country. Pyramid's crude oil sales are not seasonal, but uniform throughout the year; however, there are some seasonal influences that may affect natural gas sales from the interests owned in the State of New York. (C) RISKS, COMPETITION AND INDUSTRY CONDITIONS ------------------------------------------ The profitability of the Company's operations depends primarily on the production of oil and gas in commercially profitable quantities. Oil and gas properties often fail to provide a return sufficient to repay the substantial sums of money required for their acquisition, exploration and development. The acquisition, exploration and development of oil and gas properties is a highly competitive business. Many entities with which the Company competes have significantly greater financial and staff resources. Such competitive disadvantage could materially and adversely affect the Company's ability to acquire new properties or develop existing properties. The oil and gas industry, in general, has been adversely affected by several factors beyond the Company's control, including unstable oil and gas prices, uncertainty regarding the effect of pricing agreements and production quotas and allocations established by the Organization of Petroleum Exporting Countries, political instability in the Middle East and the status of ever-changing federal and state legislation and regulation. 7 Given the uncertainty of international and domestic political actions and their impact on the energy markets, it is difficult, if not impossible, to predict the price or market situation for any oil or gas which is currently owned or which could be developed by the Company. Continued depressed oil and gas prices or significant curtailment in the Company's oil and gas production from its better properties would have a material adverse effect on the Company's operations. (d) REGULATIONS ----------- The Company's business is affected by an abundance of governmental laws and regulations, including energy, environmental, conservation, tax and other laws and regulations relating to the petroleum industry. Changes in any of these laws and regulations could have a material and adverse effect on the Company's business and financial stability. In view of the many uncertainties with respect to current laws and regulations, including their applicability to the Company, the Company cannot predict the overall effect of such laws and regulations on future operations. TAXATION - -------- The operations of the Company, as is the case in the petroleum industry generally, are significantly affected by federal tax laws. Federal, as well as state, tax laws have many provisions applicable to corporations which could affect the future tax liability of the Company. ENVIRONMENTAL - ------------- The Company's activities are subject to existing federal and state laws and regulations governing environmental quality and pollution control. These laws may require the acquisition of permits relating to certain ongoing operations, for drilling, emissions, waste water disposal and other air and water quality controls. In view of the uncertainty and unpredictability of environmental statutes and regulations, the Company cannot ensure that such laws and regulations will not materially and adversely affect the business of the Company. The Company does not anticipate any material effect on its capital expenditures or earnings as the result of governmental regulations, enacted or proposed, concerning environmental protection or the discharge of material into the environment. The Company is actively pursuing an ongoing policy of upgrading and restoring older properties to comply with current and proposed environmental regulations. During 1996, the Company was required by the Bureau of Land Management to perform certain lease remediation efforts on two Federal leases that the Company operates. The cost of these efforts in 1996 was approximately $48,000. During the fourth quarter of 1998, the Company was notified by the United States Environmental Protection Agency of its potential liability for 8 waste material it disposed of at the Casmalia Disposal Site in Santa Barbara County, California. Management does not believe that the Company will be liable for any costs for the remediation of the Casmalia Disposal Site. (e) Commitments and Contingencies ----------------------------- Pursuant to a specific oil and gas lease with respect to the Carneros Creek field, the Company is obligated to drill at least one well per year on this property. If the price of oil reaches $20 per barrel or above and continues for a period of 60 consecutive days, the Company will thereafter be obligated to drill at least one well per quarter on this property. The Company secured a waiver of its commitment to drill a well on this property in 1996. The Company drilled and completed a new well on this property in 1997. The Company did not drill a new well or obtain a waiver of this drilling commitment in 1998. Failure to drill the necessary well could result in the potential relinquishment of any undrilled or unproved acreage on this lease. Any relinquishment would not affect wells already drilled and producing on this lease. This property had no proved undeveloped reserves of crude oil and natural gas at December 31, 1998. The cost of drilling and completing a well can vary significantly. The Company's total share of the costs of drilling and completing one well on this lease in 1997 was approximately $256,000. The price of oil on this specific Carneros Creek field lease was $8.70 per barrel at December 31, 1998 and $13.25 per barrel at March 29, 1999. The Company is liable for future dismantlement and abandonment costs associated with its oil and gas properties. These costs include future site restoration, post closure and other environmental exit costs. The costs of future dismantlement and abandonment have not been determined. Management believes that these costs will not have a material adverse effect upon its financial position or results of operations. The Company is subject to certain litigation within the normal course of business. In management's opinion, the resolution of such litigation would not have a material adverse effect upon the financial position of the Company, although the resolution in any reporting period of such litigation could have a material impact on Pyramid's results of operations for that period. 9 (f) OTHER ----- The Company employed eleven full-time people as of December 31, 1998. The Company had no material research and development costs for the three years ended December 31, 1998. All of the Company's revenues during 1998 were derived from domestic sources. ITEM 2 - DESCRIPTION OF PROPERTY - -------------------------------- (a) DESCRIPTION OF PROPERTIES ------------------------- The principal assets of the Company consist of proven and unproven oil and gas properties, oil and gas production related equipment and developed and undeveloped real estate holdings. There are also well servicing and drilling equipment, truck and automotive, office and other equipment. The Company's oil and gas properties are located exclusively in the continental United States, in California, Wyoming and New York. Developed oil and gas properties are those on which sufficient wells have been drilled to economically recover the estimated reserves calculated for the property. Undeveloped properties do not presently have sufficient wells to recover the estimated reserves. The Company has no significant proved undeveloped properties at December 31, 1998. The Company had one producing property with proved undeveloped reserves as of December 31, 1997. (b) OIL AND GAS PROPERTIES ---------------------- The Company's estimated future net recoverable oil and gas reserves from proved developed properties were assembled by System Technology Associates, Inc., independent petroleum engineers, and are as follows:
Crude Oil Natural Gas (BBLS) (MCF) --------- ----------- December 31, 1998 384,000 127,000 1997 435,000 145,000 1996 499,000 278,000 1995 451,000 171,000 1994 479,000 170,000
10 The Company's estimated future net recoverable oil and gas reserves, noted in the table above, have not been filed with any other Federal authority or agency since January 1, 1998. Using year-end oil and gas prices and lease operating expenses, the estimated value of future net revenues to be derived from Pyramid's proved developed oil and gas reserves, discounted at 10%, was $1,001,000 at December 31, 1998, $1,688,000 at December 31, 1997, $3,958,000 at December 31, 1996, $2,155,000 at December 31, 1995, and $2,262,000 at December 31, 1994. Pyramid participates in the drilling of developmental wells, no single one of which would cause a significant change in the net reserve figure. Pyramid's net oil and gas production after royalty and other working interests for the past five years were as follows.
1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Crude oil (Bbls) 85,000 91,000 101,000 104,000 122,000 Natural gas (MCF) 36,000 35,000 48,000 37,000 35,000
Pyramid's average sales prices per barrel or per MCF of crude oil and natural gas, respectively, and production costs per equivalent barrel (gas production is converted to equivalent barrels at the rate of 6 MCF per barrel, representing the estimated relative energy content of gas to oil) for the past five years were as follows:
1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Sales price: Crude oil $10.73 $17.07 $18.80 $15.41 $14.09 ===== ===== ===== ===== ===== Natural gas $ 1.64 $ 1.99 $ 1.35 $ 1.11 $ 1.62 ===== ===== ===== ===== ===== Production costs $ 8.61 $ 9.90 $ 9.60 $ 8.50 $ 6.70 ===== ===== ===== ===== =====
The average selling price of Pyramid's crude oil at December 31, 1998, was approximately $8.13 per barrel and the average selling price of Pyramid's gas at December 31, 1998, was approximately $1.23 per MCF. 11 As of December 31, 1998, Pyramid had the following gross and net position in wells and proved acres: WELLS PROVED ACRES ----------------- ----------------- Gross (1) Net (1) Gross (2) Net (2) -------- ------ -------- ------ 155 134 22,857 6,899 === === ====== =====
(1) "Gross wells" represents the total number of wells in which the Company has a working interest. "Net wells" represents the number of gross wells multiplied by the percentage of the working interests therein held by the Company. (2) "Gross acreage" represents all acres in which the Company has a working interest. "Net acres" represents the aggregate of the working interests of the Company in the gross acres. During the years ended December 31, 1997, 1995 and 1994, Pyramid participated in the drilling of 1 well each year. No wells were drilled in 1998 and 1996. All of these wells were drilled in California and completed as producing wells. "Unproven" oil and gas properties are those on which the presence of commercial quantities of reserves of crude oil or natural gas has not been established. "Undeveloped" acreage exists on those oil and gas properties where economically recoverable reserves are estimated to exist in proved reservoirs from wells to be drilled in the future. As of December 31, 1998, Pyramid held positions in unproven acreage in the following locations:
ACRES ------------------ Gross Net ------ ------ New York Mount Morris and Livingston Counties 34,800 9,788 ====== =====
12 (c) REAL PROPERTY OWNED ------------------- Pyramid owned the following real property as of December 31, 1998, all located in California. County of Kern Mullaney yard 20 acres Grazing land 160 acres Miller property 112 acres Ranton property 80 acres City of Bakersfield 3 lots Located on the three lots of real property in the city of Bakersfield is the Company's executive offices. This property was acquired by the Company in 1986. The office building located on this property is a one story structure with approximately 4,200 square feet in good condition. ITEM 3 - LEGAL PROCEEDINGS - -------------------------- Pyramid is not party to any proceedings or actions which management believes might have a material effect upon its financial position or results of operations. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ No matters were submitted to a vote of security holders during the fourth quarter of 1998. 13 PART II ------- ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - ----------------------------------------------------------------- (a) PRICE RANGE OF COMMON SHARES The common stock of Pyramid is traded on the over-the-counter market. The following are high and low "bid" quotations for each quarter of 1998 and 1997, and reflect inter-dealer prices without retail markup, markdown or commission and may not necessarily represent actual transactions.
High Low Bid Bid ---- ----- 1998 First Quarter $ 7/16 $ 3/8 Second Quarter 13/32 5/16 Third Quarter 5/16 1/4 Fourth Quarter 1/4 1/8 1997 First Quarter 5/16 3/16 Second Quarter 3/8 1/8 Third Quarter 1/2 1/4 Fourth Quarter 5/8 3/8
(b) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS Title of Class -------------- Common Shares, without par value Approximate Number of Holders of Record of the Outstanding Common Shares as of December 31, 1998 ------------------------------------------- 745 The Company has paid no dividends on its common shares for the past five years and does not anticipate paying any dividends in the foreseeable future. Dividends on the common shares, if any, will be dependent upon the Company's earnings, financial conditions and other relevant factors as determined by the Board of Directors. 14 ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ---------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- IMPACT OF CHANGING PRICES - ------------------------- Average crude oil prices decreased by approximately $5.60 per equivalent barrel sold during 1998 as compared with average prices for 1997. Crude oil prices in 1998 were at the lowest levels encountered for decades. In 1998 there were sixty-two separate crude oil price changes, as compared with forty-four price changes in 1997. The price fluctuations experienced in 1998 were as extreme as they have been in prior years. The difference between the highest and lowest posted prices in 1998 was $6.00 per barrel. By comparison, this same differential in 1997 and 1996 was $8.60 and $6.65 per barrel, respectively. Continuing uncertainty in crude oil prices has made it impractical for the Company to make any commitments to further develop its oil and gas properties. Crude oil prices must stabilize for a long-term period, at economic levels, before resources would be available to expand the Company's oil and gas reserves. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- Cash decreased by $282,677 as of December 31, 1998 when compared to December 31, 1997. The Company used $141,756 in cash for operating activities in 1998. Capital spending of $214,824 and principal payments on the Company's long-term debt totaling $26,097 further reduced cash reserves in 1998. These cash reductions in 1998 were offset by borrowings from the Company's line of credit. The components of the changes in cash for 1998 are more fully described in the Statements of Cash Flows included in Item 7 of this Form 10-KSB. Adequate funds were available to carry out all necessary oil and gas operations and to maintain its equipment. Management believes the Company could also secure funds, if necessary, from other outside sources to finance acquisitions or other capital projects. Management continues to examine various alternatives for increasing capital resources including, among other things, participation with industry and/or private partners and specific rework of existing properties to enhance production and expansion of its sales of crude oil and natural gas in California. If necessary, Pyramid could sell certain nonessential assets to raise capital for the benefit of these programs. The Company has not generated sufficient cash flows to enable it to further develop its oil and gas properties and to risk exploratory drilling costs in attempts to expand its oil and gas reserves. The Company drilled one well in 1997 and no wells were drilled in 1998 or 1996. The Company completed a redrill of an existing well in the second quarter of 1998. 15 The Company's crude oil reserves increased for the year ended December 31, 1996, due primarily to higher crude oil prices at year end. The Company's crude oil reserves decreased for the years ended December 31, 1998 and 1997, due primarily to lower crude oil prices at year end. The Company's business plan, implemented to deal with the unstable crude oil market, has been to concentrate its efforts and resources on maintaining oil and gas production on existing properties and deferring certain developmental and exploration activities until crude oil prices increase. Drilling obligations on specific properties have been renegotiated with the property owners to link the level of future drilling activities to the price of crude oil (see Note 6 of Notes to Financial Statements included in Item 7 of this Form 10-KSB). This has enabled the Company to preserve its position on certain developmental properties during the periods of low oil prices and to conserve its capital. Certain properties that the Company owns have become uneconomic and have been shut-in. When these properties are not operated, any reserves that could be assigned to these properties are not included in the year-end engineering report of total Company reserves. Another major factor that directly affects the Company's future reserve base is the price of crude oil at December 31 of any given year. The year-end price of oil and gas has a significant impact on the estimated future net recoverable oil and gas reserves from proved developed properties. At certain depressed price levels, some of the Company's oil and gas properties are not economical to operate and thus its year-end engineering reserve reports do not assign any oil and gas reserves to these properties. Conversely, if year-end prices should increase to a certain level, the reserves on these leases would be economic to produce and would increase the Company's reserves. During 1998, the Company entered into a joint venture agreement to participate as a non-operator in the development of gas wells in Solano County, California. The Company's share of costs for this project in 1998 were $14,200 and estimated costs for completion of the project in 1999 are approximately $72,000. The Company's business plan incorporates the concept that when crude oil prices increase and stabilize at a profitable level, renewed developmental and exploratory drilling activities will escalate accordingly. The plan also projects that the Company would have sufficient cash flows from operations to enable it to develop its existing oil and gas properties and the ability to acquire additional producing properties and/or exploratory prospects, thereby, replacing and/or increasing its present oil and gas reserves. The Company has reviewed the compliance of its computer systems for year 2000 readiness. The Company's main accounting software is scheduled by it's third- party vendor to be compliant with the year 2000 in the second quarter of 1999. There is no additional cost for this update to the Company's main accounting software. All of the Company's hardware and it's network software, with the exception of the network file server, is currently compliant with the year 2000. The Company's network file server will either be replaced or upgraded 16 to comply with the year 2000. The Company does not believe that the efforts and the costs to be fully compliant for the year 2000 will be material. The Company is not aware of any third-party issues regarding year 2000 readiness. The Company has no computer systems that interface electronically with third- party computer systems. The Company does not have any electronic micro- controllers for any of it's equipment that is used for it's field operations. The Company has not identified any potential material lost revenue as a result of any non-compliance with the year 2000 issues. In the worst case scenario, the Company is of the opinion that the existing computer systems will be adequate come January 1, 2000. However, the Company continues to believe that it will be fully compliant with the year 2000 issues. FORWARD-LOOKING INFORMATION - --------------------------- Looking forward into 1999, crude oil prices have increased by $4.50 per barrel as of March 29, 1999, compared to prices at December 31, 1998. There have been eleven separate price changes since December 31, 1998. The Company is unable to predict any future price changes that would impact the remainder of 1999. The Company has positioned itself, over the past several years, to withstand various types of economic uncertainties, with a program of consolidating operations on certain producing properties and concentrating on properties that provide the major revenue sources. Several limited work-overs of certain wells have allowed the Company to maintain its crude oil reserves for the last three years. The Company expects to maintain its reserve base in 1999, by routine maintenance of its existing wells. The Company may be subject to future costs necessary for compliance with the new implementation of air and water environmental quality requirements of the various state and federal governmental agencies. The requirements and costs are unknown at this time, but management believes that costs could be significant in some cases. As the scope of the requirements become more clearly defined, management may be better equipped to determine the true costs to the Company. The Company continues to be burdened with additional costs for various state and local fees and permits under new environmental programs, the sum of which were not material during 1998. The Company retains outside consultants to assist the Company in maintaining compliance with these regulations. The Company is actively pursuing an ongoing policy of upgrading and restoring older properties to comply with current and proposed environmental regulations. The costs of upgrading and restoring older properties to comply with environmental regulations have not been determined. Management believes that these costs will not have a material adverse effect upon its financial position or results of operations. 17 ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS - -------------------------------------------------------- Results of Operations for the Fiscal Year Ended December 31, 1998 Compared to the Fiscal Year Ended December 31, 1997 - --------------------------------------------------- REVENUES - -------- Oil and gas sales decreased by 38% for the year ended December 31, 1998, when compared with the same period for 1997. Oil and gas sales decreased by 33% due to lower average prices for 1998. The average price of the Company's oil and gas decreased by approximately $5.60 per equivalent barrel for 1998 when compared to 1997. Oil and gas sales decreased by 5% due to a decrease in production for 1998. Production for 1998 decreased by approximately fourteen barrels per day when compared with production in 1997. The decline in production for 1998 is due primarily to the shut-in of certain oil and gas properties, that were produced last year, which became uneconomic due to the low oil prices experienced in 1998. OPERATING EXPENSES - ------------------ Operating expenses decreased by 19% for the year ended December 31, 1998 when compared with the same period of 1997. The cost to produce an equivalent barrel of crude oil decreased by approximately $1.45 per barrel for 1998 when compared to 1997. The decrease in operating expenses is due primarily to the shut-in of certain oil and gas properties as noted above. In addition, expenditures were reduced for production equipment repair and maintenance, and other well related maintenance activities on producing properties to reduce operating costs. Labor costs were lower, due primarily to a reduction in field personnel during 1998. GENERAL AND ADMINISTRATIVE - -------------------------- General and administrative expenses decreased by 16% for the year ended December 31, 1998 when compared to the same period for 1997. Outside professional services (legal and accounting) were lower by 9% for 1998. Legal services were lower due to a reduction in the level of legal activity for 1998. Accounting services were lower due to a reduction in the activities related to the preparation of the Company's tax returns for 1998. 18 DEPLETION, DEPRECIATION, AMORTIZATION AND VALUATION ALLOWANCE - ------------------------------------- The provision for depletion, depreciation and amortization increased by 61% for the year ended December 31, 1998, when compared with the same period for 1997. The Company recorded an increase in valuation allowances of $270,000 in the fourth quarter of 1998 due to an impairment in the value of certain oil and gas properties (see Note 1 of Notes to Financial Statements, Significant Accounting Policies, Costs Incurred in Oil and Gas Producing Activities). This was offset by a decrease in depreciation resulting from a number of the Company's production equipment and production vehicles becoming fully depreciated during the year. OTHER INCOME - ------------ Other income decreased by approximately $110,000 for the twelve months ended December 31, 1998. In 1997, the Company sold five well servicing rigs for a gain of $77,000. No well servicing rigs or other fixed assets were sold in 1998. The Company also sold certain excess tubular goods, production equipment and scrap metal during 1997 for a decrease of approximately $29,000 when compared to the same period of 1998. Results of Operations for the Fiscal Year Ended December 31, 1997, Compared to the Fiscal Year Ended December 31, 1996 - --------------------------------------------------- REVENUES - -------- Oil and gas sales decreased by 21% for the year ended December 31, 1997 when compared with the same period for 1996. Oil and gas sales decreased by 11% due to lower average prices for 1997. The average price of the Company's oil and gas decreased by approximately $2.25 per equivalent barrel for 1997 compared to 1996. Due to a decline in production, oil and gas sales decreased by 10% for 1997. The Company's net share of crude oil sales decreased by approximately thirty barrels per day for 1997 when compared with production in 1996. The decline in production is due to normal well decline and to mechanical problems on certain wells in 1997. 19 OPERATING EXPENSES - ------------------ Operating expenses decreased by 8% for the year ended December 31, 1997 when compared with the same period of 1996. The cost to produce an equivalent barrel of crude oil increased by approximately thirty cents per barrel for 1997 when compared to 1996. This was offset by lower crude oil production for 1997 which reduced operating expenses. During the first and second quarter of 1997, the Company devoted a portion of its labor, supplies and fuel resources to the drilling of one oil well and the major rework of an existing oil well. The costs associated with the drilling and rework were capitalized as Oil and Gas Properties and Equipment. In 1996, the Company devoted all of its resources to the ongoing maintenance and operation of its producing wells. All costs associated with the ongoing maintenance and operation of these wells are expensed in the current period. As a result, lease operating expenses for 1997 decreased by 9% over the same period for 1996. GENERAL AND ADMINISTRATIVE - -------------------------- General and administrative expenses decreased by 2% for the year ended December 31, 1997 when compared to the same period for 1996. There were no significant changes in general and administrative expenses for the two years ended December 31, 1997 and 1996. DEPLETION, DEPRECIATION AND AMORTIZATION - ----------------------------------------- The provision for depletion, depreciation and amortization increased by 24% on a per barrel equivalent basis for the year ended December 31, 1997 when compared with the same period for 1996. This increase was caused by higher capital costs offset by lower production. OTHER INCOME - ------------ Other income increased by approximately $107,000 for the twelve months ended December 31, 1997. In 1997, the Company sold five well servicing rigs for a gain of $77,000. No well servicing rigs or other fixed assets were sold in 1996 for any significant gains or losses. The Company also sold certain excess tubular goods, production equipment and scrap metal during 1997 for a variance of approximately $27,000. 20 ITEM 7- FINANCIAL STATEMENTS - ----------------------------- PYRAMID OIL COMPANY INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1998 Page REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS. . . . . . . . . . . . . . 21 FINANCIAL STATEMENTS: Balance sheets - December 31, 1998 and 1997 . . . . . . . . . . 22-23 Statements of operations - years ended December 31, 1998, 1997 and 1996 . . . . . . . . . . . . . . 24 Statements of shareholders' equity - years ended December 31, 1998, 1997 and 1996 . . . . . . . . . . . . . . 25 Statements of cash flows - years ended December 31, 1998, 1997 and 1996 . . . . . . . . . . . 26-27 Notes to financial statements . . . . . . . . . . . . . . . . . 28 21 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ---------------------------------------- To the Shareholders and the Board of Directors of Pyramid Oil Company: We have audited the accompanying balance sheets of Pyramid Oil Company (a California corporation) as of December 31, 1998 and 1997, and the related statements of operations, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pyramid Oil Company as of December 31, 1998 and 1997, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1998 in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Los Angeles, California February 26, 1999 22 FINANCIAL STATEMENTS PYRAMID OIL COMPANY BALANCE SHEETS - ----------------------------------------------------------------------------- ASSETS ------
December 31, ------------------------- 1998 1997 ---------- ------------ CURRENT ASSETS: Cash $ 318,317 $ 600,994 Trade accounts receivable (net of reserve for doubtful accounts of $4,000 in 1998 and 1997) 77,315 153,821 Crude oil inventory 38,371 61,194 Prepaid expenses 81,128 93,587 Deferred income taxes 73,350 79,853 --------- ---------- Total current assets 588,481 989,449 --------- ---------- PROPERTY AND EQUIPMENT, at cost: Oil and gas properties and equipment (successful efforts method) 10,375,606 10,174,516 Drilling and operating equipment 3,177,722 3,177,722 Land, buildings and improvements 921,767 919,117 Automotive, office and other property and equipment 1,036,459 1,036,073 ---------- ---------- 15,511,554 15,307,428 Less - accumulated depletion, depreciation, amortization and valuation allowances (13,632,061) (13,035,692) ---------- ---------- 1,879,493 2,271,736 ---------- ---------- $ 2,467,974 $ 3,261,185 ========== ========== The accompanying notes are an integral part of these balance sheets.
23 PYRAMID OIL COMPANY BALANCE SHEETS - ----------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------
December 31, ---------------------------- 1998 1997 ---------- ---------- CURRENT LIABILITIES: Accounts payable $ 52,975 $ 44,584 Accrued professional fees 18,250 33,500 Accrued taxes, other than income taxes 27,704 34,569 Accrued payroll and related costs 25,191 25,466 Accrued royalties payable 42,331 75,482 Accrued insurance 23,756 35,533 Current maturities of long-term debt 17,604 23,399 Line of credit 100,000 -- --------- ---------- Total current liabilities 307,811 272,533 --------- ---------- LONG-TERM DEBT, net of current maturities 25,145 45,447 --------- ---------- DEFERRED INCOME AND OTHER TAXES 115,821 122,324 --------- ---------- COMMITMENTS AND CONTINGENCIES (Note 6) SHAREHOLDERS' EQUITY: Common stock, no par value - Authorized - 10,000,000 shares Issued and outstanding - 2,494,430 shares 1,071,610 1,071,610 Retained earnings 947,587 1,749,271 ---------- ---------- 2,019,197 2,820,881 ---------- ---------- $ 2,467,974 $ 3,261,185 ========== ========== The accompanying notes are an integral part of these balance sheets.
24 PYRAMID OIL COMPANY STATEMENTS OF OPERATIONS - -----------------------------------------------------------------------------
Year ended December 31, -------------------------------------- 1998 1997 1996 ---------- ---------- ---------- REVENUES: $ 951,015 $ 1,537,832 $ 1,954,274 ---------- ---------- ---------- COSTS AND EXPENSES: Operating expenses 780,259 962,119 1,045,691 General and administrative 332,513 395,032 402,407 Taxes, other than income and payroll taxes 59,743 61,604 59,491 Provision for depletion, depreciation, amortization and valuation allowance 607,067 377,209 335,162 Other costs and expenses 16,082 13,153 12,293 --------- --------- ---------- 1,795,664 1,809,117 1,855,044 --------- --------- ---------- OPERATING INCOME (LOSS) (844,649) (271,285) 99,230 --------- --------- ---------- OTHER INCOME (EXPENSE): Interest income 30,192 23,309 24,340 Other income 21,594 131,834 24,440 Interest expense ( 7,696) ( 8,648) ( 16,716) ---------- --------- --------- 44,090 146,495 32,064 ---------- --------- --------- INCOME (LOSS) BEFORE INCOME TAX PROVISION ( 800,559) ( 124,790) 131,294 Income tax provision 1,125 1,133 1,148 ---------- --------- --------- NET INCOME (LOSS) $ ( 801,684) $ ( 125,923) $ 130,146 ========== ========= ========= BASIC INCOME (LOSS) PER COMMON SHARE $ (.32) $ (.05) $ .05 ========== ========= ========= DILUTED INCOME (LOSS) PER COMMON SHARE $ (.32) $ (.05) $ .05 ========== ========= ========= Weighted average number of common shares outstanding 2,494,430 2,494,430 2,494,430 ========== ========= ========== The accompanying notes are an integral part of these statements.
25 PYRAMID OIL COMPANY STATEMENTS OF SHAREHOLDERS' EQUITY - -----------------------------------------------------------------------------
Common Shares Issued and Common Retained Outstanding Stock Earnings ------------- ---------- ---------- Balances, December 31, 1995 2,494,430 $1,071,610 $1,745,048 Net income -- -- 130,146 --------- --------- --------- Balances, December 31, 1996 2,494,430 1,071,610 1,875,194 Net income -- -- ( 125,923) --------- --------- --------- Balances, December 31, 1997 2,494,430 1,071,610 1,749,271 Net loss -- -- ( 801,684) --------- --------- --------- Balances, December 31, 1998 2,494,430 $1,071,610 $ 947,587 ========= ========= ========= The accompanying notes are an integral part of these statements.
26 PYRAMID OIL COMPANY STATEMENTS OF CASH FLOWS - ------------------------------------------------------------------------------
Year ended December 31, ------------------------------- 1998 1997 1996 --------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $(801,684) $(125,923) $130,146 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Provision for depletion, depreciation, amortization and valuation allowance 607,067 377,209 335,162 (Gain)loss on sale of property and equipment -- (77,294) 250 Changes in operating assets and liabilities: Decrease (increase) in trade accounts receivable 76,506 106,732 (74,891) Decrease (increase) in crude oil inventories 22,823 56,698 (41,516) Decrease (increase) in prepaid expenses 12,459 986 (13,961) (Decrease) increase in accounts payable and accrued liabilities (58,927) (72,670) 89,618 Other -- -- 4,715 ------- ------- ------- Net cash (used in) provided by operating activities (141,756) 265,738 429,523 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (214,824) (509,532) (132,579) Proceeds from sale of property and equipment -- 223,700 3,100 ------- ------- ------- Net cash used in investing activities (214,824) (285,832) (129,479) ------- ------- ------- The accompanying notes are an integral part of these statements.
27 PYRAMID OIL COMPANY STATEMENTS OF CASH FLOWS (CONTINUED) - -----------------------------------------------------------------------------
Year ended December 31, ------------------------------ 1998 1997 1996 ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on line of credit ( 62,596) ( 30,000) ( 96,000) Proceeds from line of credit 162,596 30,000 71,000 Principal payments on long-term debt ( 26,097) ( 60,955) ( 98,999) Proceeds from borrowings of long-term debt -- -- 53,650 ------- ------- ------- Net cash provided by (used in) financing activities 73,903 (60,955) (70,349) ------- ------- ------- Net (decrease) increase in cash (282,677) ( 81,049) 229,695 Cash at beginning of year 600,994 682,043 452,348 ------- ------- ------- Cash at end of year $ 318,317 $ 600,994 $ 682,043 ======= ======= ======= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the year for interest $ 7,696 $ 8,648 $ 15,997 ======= ======= ======= Cash paid during the year for income taxes $ 1,125 $ 1,133 $ 1,148 ======= ======= ======= The accompanying notes are an integral part of these statements.
28 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 - ---------------------------------------------------------------------------- 1. Significant Accounting Policies ------------------------------- Nature of Operations -------------------- Pyramid Oil Company (the Company), a California Corporation, has been in the oil and gas business continuously since it was incorporated on October 9, 1909. The Company is in the business of exploration, development and production of crude oil and natural gas. The Company operated and has interests in 28 oil and gas leases in Kern and Santa Barbara Counties in the State of California. The Company also owns oil and gas interests in Wyoming and New York that it does not operate. The Company grants short-term credit to its customers and generally receives payment within 30 days. Pervasiveness of Estimates -------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Costs Incurred in Oil and Gas Producing Activities -------------------------------------------------- The Company has adopted the "successful efforts" method of accounting for its oil and gas exploration and development activities, as set forth in the Statement of Financial Accounting Standards No. 19, as amended, issued by the Financial Accounting Standards Board. The Company initially capitalizes expenditures for oil and gas property acquisitions until they are either determined to be successful (capable of commercial production) or unsuccessful. The carrying value of all undeveloped oil and gas properties is evaluated periodically and reduced if such carrying value appears to have been impaired. Leasehold costs relating to successful oil and gas properties remain capitalized while leasehold costs which have been proven unsuccessful are charged to operations in the period the leasehold costs are proven unsuccessful. Costs of carrying and retaining unproved properties are expensed as incurred. 29 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ---------------------------------------------------------------------------- The costs of drilling and equipping development wells are capitalized, whether the wells are successful or unsuccessful. The costs of drilling and equipping exploratory wells are capitalized until they are determined to be either successful or unsuccessful. If the wells are successful, the costs of the wells remain capitalized. If, however, the wells are unsuccessful, the capitalized costs of drilling the wells, net of any salvage value, are charged to operations in the period the wells are determined to be unsuccessful. The Company adopted the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" (the Statement). The Statement specifies when an impairment loss should be recognized and how impairment losses should be measured for long-lived assets to be held and used and for long-lived assets to be disposed of. In accordance with the Statement, the costs of proved oil and gas properties and equipment are periodically assessed on a lease by lease basis to determine if such costs exceed undiscounted future cash flows, and if conditions warrant an impairment reserve will be provided based on the estimated future discounted cash flows. The Company recorded an impairment of $270,000 in the fourth quarter of 1998 under these guidelines. This impairment is reflected as additional depletion, depreciation, amortization and valuation allowance in the accompanying statement of operations. Depletion, Depreciation, and Amortization ----------------------------------------- Depletion of leasehold costs of producing oil and gas properties is provided on the unit-of-production method, by individual property unit, based on estimated recoverable proved reserves. Depreciation and amortization of the costs of producing wells and related equipment are provided on the unit-of-production method, by individual property unit, based on estimated recoverable proved developed reserves. Amortization of the costs of undeveloped oil and gas properties is based on the Company's experience, giving consideration to the holding periods of leaseholds. The average depletion per equivalent barrel of crude oil produced for 1998, 1997 and 1996 were $5.78, $2.69 and $2.17, respectively. Drilling and operating equipment, buildings, automotive, office and other property and equipment and leasehold improvements are stated at cost. Depreciation and amortization are computed using the straight-line method over the shorter of the estimated useful lives or the applicable 30 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ------------------------------------------------------------------------------ lease terms (range of 3 to 19 years). Any permanent impairment of the carrying value of property and equipment is provided for at the time such impairments become known. Maintenance and Repairs ----------------------- Maintenance, repairs and replacement expenditures are charged to operations as incurred, while major renewals and betterments are capitalized and depreciated over their useful lives. Retirement or Disposal of Properties and Equipment -------------------------------------------------- Costs and accumulated depletion, depreciation, amortization and valuation allowances of property and equipment retired, abandoned, or otherwise disposed of are removed from the accounts upon disposal, and any resulting gain or loss is included in operations in the year of disposition. However, upon disposal of a portion of an oil and gas property, any proceeds received are treated as a recovery of cost and no gain or loss is recognized in the year of disposition. Income Taxes ------------ The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Concentration of Credit Risk ---------------------------- The Company sells its crude oil to Kern Oil & Refining and Tosco Refining Company, accounting for approximately 50.6%, and 43.4%, respectively, of Pyramid's crude oil and gas sales in 1998. While revenue from these customers is significant, and the loss of any one could have an adverse effect on the Company, it is management's opinion that the oil and gas it produces could be sold to other crude oil purchasers, refineries or pipeline companies. 31 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ------------------------------------------------------------------------------ 2. Long-Term Debt and Line of Credit --------------------------------- Long-term debt at December 31, 1998 and 1997, is summarized as follows: December 31,
---------------------- 1998 1997 --------- --------- Note payable to a bank, secured by a deed of trust on the corporate office, payable in monthly installments of $1,467 principal, with interest at the prime rate (7.75% at December 31, 1998) plus 1.25%, payments continuing through June 2001, with the remaining principal and interest due in June 2001. $ 42,749 $ 63,051 Line of credit 100,000 5,795 ------- ------- 142,749 68,846 Less - current maturities (117,604) ( 23,399) ------- ------- $ 25,145 $ 45,447 ======= =======
At December 31, 1998 approximately $379,000 of gross property and equipment was pledged as collateral to secure $43,000 principal amount of long-term debt. Maturities of long-term debt are as follows:
Year ending December 31, 1999 $ 117,604 2000 17,604 2001 7,541 2002 -- ------- $ 142,749 =======
32 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- At December 31, 1998, the Company had an unsecured line of credit with a bank, under which the Company may borrow up to $100,000 through May 31, 1999. Interest on any borrowing is accrued at the bank's index rate plus 0.50 percentage points. The bank's index rate was 7.75% at December 31, 1998. 3. Income Taxes ------------ Income tax provision consists of the following:
Year Ended December 31, ----------------------------------- 1998 1997 1996 ------- ------- ------ Federal income taxes: Current $ -- $ -- $ -- Deferred -- -- -- ------- ------- ------- -- -- -- ------- ------- ------- State income taxes: Current 1,125 1,133 1,148 Deferred -- -- -- ------- ------- ------- 1,125 1,133 1,148 ------- ------- ------- Income tax provision $ 1,125 $ 1,133 $ 1,148 ======= ======= =======
33 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- Differences exist between certain accounting policies and related provisions included in federal income tax rules. The amounts by which these differences and other factors cause the total income tax provision to differ from an amount computed by applying the federal statutory income tax rate to financial income is set forth in the following reconciliation:
Year Ended December 31, ----------------------------------- 1998 1997 1996 -------- -------- -------- Federal income tax expense (benefit) at statutory rate $(180,390) $ (42,429) $ 44,640 Net operating loss carryover 183,591 42,269 (44,823) Other (2,076) 1,293 1,331 -------- -------- -------- Income tax provision $ 1,125 $ 1,133 $ 1,148 ======== ======== ========
The components of net deferred tax asset (liability) are as follows:
December 31, --------------------------------------- 1998 1997 1996 ----------- ----------- ----------- Current deferred taxes: Gross assets $ 73,350 $ 79,853 $ 78,759 Gross liabilities -- -- -- ---------- ---------- ---------- 73,350 79,853 78,759 ---------- ---------- ---------- Noncurrent deferred taxes: Gross assets 3,121,533 2,982,570 3,027,779 Gross liabilities ( 435,430) ( 458,840) ( 520,768) Valuation allowance (2,801,924) (2,646,054) (2,628,241) ---------- --------- --------- ( 115,821) ( 122,324) ( 121,230) ---------- --------- --------- $( 42,471) $( 42,471) $( 42,471) ========== ========= =========
34 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- The tax effect of significant temporary differences representing deferred tax assets and (liabilities) are as follows:
December 31, --------------------------------------- 1998 1997 1996 ----------- ----------- ----------- Accounts receivable $ 1,600 $ 1,600 $ 1,600 Inventory 55,200 55,200 55,200 Property and equipment ( 435,430) ( 458,640) ( 520,768) Net operating loss carry forwards 1,394,984 1,288,935 1,326,686 Investment tax credits 162,556 162,556 162,556 Statutory depletion carryover 1,563,993 1,531,079 1,538,537 Accrued liabilities 16,550 23,053 21,959 Valuation allowance (2,801,924) (2,646,254) (2,628,241) ---------- --------- --------- $( 42,471) $( 42,471) $( 42,471) ========== ========= =========
At December 31, 1998, a valuation allowance has been provided against a significant portion of the deferred tax assets generated by net operating loss carryforwards, investment tax credits and the statutory depletion carryover due to the uncertainty of their future utilization. The Company has federal income tax net operating loss carry forwards of approximately $3,938,000, which expire, to the extent not used, starting in 2001. For California franchise tax purposes, as of December 31, 1998, the Company has unused net operating loss carryforwards of approximately $603,000, a portion of which expire each year through 2001. At December 31, 1998, the Company has, for federal income tax purposes, a statutory depletion carryover of approximately $4,600,000, which currently has no expiration date. As of December 31, 1998, the Company has an investment tax credit carryforward of approximately $163,000 available to reduce future taxes payable for financial reporting and federal income tax purposes. The investment tax credit, to the extent not used, will expire in varying amounts from 1999 through 2000. Upon expiration, the Company will be able to claim a current deduction on their federal tax return. 35 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- 4. Related-Party Transaction ------------------------- Effective January 1, 1990, John H. Alexander, an officer and director of the Company participated with a group of investors that acquired the mineral and fee interest on one of the Company's oil and gas leases in the Carneros Creek field after the Company declined to participate. The thirty-three percent interest acquired by Mr. Alexander represents a minority interest in the investor group. Royalties on oil and gas production from this property paid to the investor group approximated $69,000, $130,000 and $143,000 in 1998, 1997 and 1996, respectively. 5. Fourth Quarter Results (Unaudited) --------------------------------- During the fourth quarter of 1998, 1997 and 1996, the Company adjusted the provision for depletion, depreciation and amortization to reflect the adjustments made to the Company's oil and gas reserves by independent consultants. The effect of these adjustments was to increase net income by approximately $54,000, $50,000 and $88,000 in 1998, 1997 and 1996, respectively. The Company recorded an increase in valuation allowances of $270,000 in the fourth quarter of 1998 due to an impairment in the value of certain oil and gas properties (see Note 1 of Notes to Financial Statements, Significant Accounting Policies, Costs Incurred in Oil and Gas Producing Activities). 6. Commitments and Contingencies ----------------------------- Pursuant to a specific oil and gas lease with respect to the Carneros Creek field, the Company is obligated to drill at least one well per year on this property. If the price of oil reaches $20 per barrel or above and continues for a period of 60 consecutive days, the Company will thereafter be obligated to drill at least one well per quarter on this property. The Company secured a waiver of its commitment to drill a well on this property in 1996. The Company drilled and completed a new well on this property in 1997. The Company did not drill a well or obtain a waiver of this drilling commitment in 1998. Failure to drill the necessary well could result in the potential relinquishment of any undrilled or unproved acreage on this lease. Any relinquishment would not affect wells already drilled and producing on this lease. This property has no proved undeveloped reserves at December 31, 1998. 36 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- The cost of drilling and completing a well can vary significantly. The Company's total share of the costs of drilling and completing one well on this lease in 1997 was approximately $256,000. The price of oil on this specific Carneros Creek field lease was $8.70 per barrel at December 31, 1998 and $9.45 per barrel at February 26, 1999. The Company is liable for future dismantlement and abandonment costs associated with its oil and gas properties. These costs include future site restoration, post closure and other environmental exit costs. The costs of future dismantlement and abandonment have not been determined. Management believes that these costs will not have a material adverse effect upon its financial position or results of operations. The Company is subject to certain litigation within the normal course of business. In management's opinion, the resolution of such litigation would not have a material adverse effect upon the financial position of the Company, although the resolution in any reporting period of such litigation could have a material impact on Pyramid's results of operations for that period. During 1998, the Company entered into a joint venture agreement to participate as a non-operator in the development of gas wells in Solano County, California. The Company's share of costs for this project in 1998 were $14,200 and estimated costs for completion of the project in 1999 are approximately $72,000. During the fourth quarter of 1998, the Company was notified by the United States Environmental Protection Agency of its potential liability for waste material it disposed of at the Casmalia Disposal Site in Santa Barbara County, California. Management does not believe that the Company will be liable for any costs for the remediation of the Casmalia Disposal Site. 37 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) OIL AND GAS PRODUCING ACTIVITIES DECEMBER 31, 1998 - ----------------------------------------------------------------------------- Statement of Financial Accounting Standards No. 19 (SFAS No. 19), "Financial Accounting and Reporting by Oil and Gas Producing Companies", as amended, requires disclosure of certain financial data for oil and gas operations and reserve estimates of oil and gas. This information, presented here, is intended to enable the reader to better evaluate the operations of the Company. All of the Company's oil and gas reserves are located in the United States. The aggregate amounts of capitalized costs relating to oil and gas producing activities and the related accumulated depletion, depreciation, and amortization and valuation allowances as of December 31, 1998, 1997 and 1996 were as follows:
1998 1997 1996 ---------- ---------- ---------- Proved properties $10,197,000 $ 9,995,900 $ 9,545,500 Unproved properties being amortized 178,600 178,600 189,300 Unproved properties not being amortized -- -- -- Accumulated depletion, depreciation, amortization and valuation allowances (9,632,600) (9,109,500) (8,848,700) --------- --------- --------- $ 743,000 $ 1,065,000 $ 886,100 ========= ========= =========
38 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- The estimated quantities and the change in proved reserves, both developed and undeveloped, for the Company are as follows:
1998 1997 1996 ------------ ------------- ------------- Oil Gas Oil Gas Oil Gas (MBbls) (MMCF) (MBbls) (MMCF) (MBbls) (MMCF) ----- ---- ----- ---- ----- ---- Proved reserves: Beginning of year 462 169 517 294 474 191 Revisions of previous estimates 2 ( 6) (20) (126) 96 128 Extensions, discoveries and other additions 5 -- 56 36 48 23 Production (85) (36) ( 91) (35) (101) (48) ---- ---- ---- ---- ---- ---- End of year 384 127 462 169 517 294 ==== ==== ==== ==== ==== ==== Proved developed reserves: Beginning of year 435 145 499 278 451 171 ==== ==== ==== ==== ==== ==== End of year 384 127 435 145 499 278 ==== ==== ==== ==== ==== ====
The foregoing estimates have been prepared by the Company from data prepared by an independent petroleum engineer in respect to certain producing properties. Revisions in previous estimates as set forth above resulted from analysis of new information, as well as from additional production experience or from a change in economic factors. The reserve estimates are believed to be reasonable and consistent with presently known physical data concerning size and character of the reservoirs and are subject to change as additional knowledge concerning the reservoirs becomes available. 39 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 1998 - --------------------------------------------------------------------------- The present value of estimated future net revenues of proved developed reserves, discounted at 10%, were as follows:
December 31, -------------------------------------- 1998 1997 1996 ---------- ---------- ---------- Proved developed reserves (Present value before income taxes) $1,001,000 $1,688,000 $3,958,000 ========= ========= =========
SFAS No. 69, "Disclosures About Oil and Gas Producing Activities", requires certain disclosures of the costs and results of exploration and production activities and established a standardized measure of oil and gas reserves and the year-to-year changes therein. In addition to the foregoing disclosures, SFAS No. 69 established a "Standardized Measure of Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil and Gas Reserves". Costs incurred, both capitalized and expensed, of oil and gas property acquisition, exploration and development for the years ended December 31, 1998, 1997 and 1996 were as follows:
1998 1997 1996 ------- ------- ------- Property acquisition costs $ 14,000 $ 4,000 $ 18,200 Exploration costs -- -- -- Development costs 201,000 435,700 38,400
40 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 1998 - --------------------------------------------------------------------------- The results of operations for oil and gas producing activities for the years ended December 31, 1998, 1997 and 1996 were as follows:
1998 1997 1996 ---------- ---------- ---------- Sales $ 951,000 $ 1,537,800 $ 1,954,300 Production costs 826,800 1,015,300 1,097,200 Exploration costs -- -- -- Depletion, depreciation, and amortization 523,100 260,800 236,200 --------- --------- --------- ( 398,900) 261,700 620,900 Income tax provision 1,200 1,200 1,200 --------- --------- --------- Results of operations from production activities $ ( 400,100) $ 260,500 $ 619,700 ========= ========= =========
The standardized measure of discounted estimated future net cash flows relating to proved oil and gas reserves for the years ended December 31, 1998, 1997 and 1996 were as follows:
1998 1997 1996 ---------- ---------- ---------- Future cash inflows $ 3,262,000 $ 6,682,000 $11,747,000 Future development and production costs 1,973,000 4,368,000 6,342,000 Future income tax expense 12,000 12,000 12,000 ---------- ---------- ---------- Future net cash flow 1,277,000 2,302,000 5,393,000 10% annual discount 286,000 570,000 1,252,000 Standardized measure ---------- ---------- ---------- of discounted future net cash flow $ 991,000 $ 1,732,000 $ 4,141,000 ========== ========== ==========
41 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 1998 - ----------------------------------------------------------------------------- The principal changes in the standardized measure of discounted future net cash flows during the years ended December 31, 1998, 1997 and 1996 were as follows:
1998 1997 1996 ---------- ---------- ---------- Extensions $ 11,000 $ 239,000 $ 389,000 Revisions of previous estimates Price changes (948,000) (1,998,000) 1,572,000 Quantity estimate 2,000 (162,000) 899,000 Other, net ( 56,000) (317,000) (227,000) Development costs incurred 181,000 440,000 57,000 Changes in estimated future development costs 19,000 (503,000) (197,000) Sales of oil and gas, net of production costs (124,000) (523,000) (857,000) Accretion of discount 174,000 415,000 229,000 ---------- ---------- ---------- ( 741,000) ( 2,409,000) 1,865,000 Net change in income taxes -- -- -- ---------- ---------- ---------- Net increase (decrease) ($ 741,000) $(2,409,000) $ 1,865,000 ========== ========== ==========
42 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) DECEMBER 31, 1998 - ------------------------------------------------------------------------------ Estimated future cash inflows are computed by applying year-end prices of oil and gas to year-end quantities of proved reserves. Estimated future development and production costs are determined by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. Estimated future income tax expense is calculated by applying the year-end effective tax rate to estimated future pretax net cash flows related to proved oil and gas reserves, less the tax basis of the properties involved. These estimates are furnished and calculated in accordance with requirements of the Financial Accounting Standards Board and the Securities and Exchange Commission. Because of the unpredictable variances in expenses and capital forecasts, crude oil and natural gas price changes being largely influenced and controlled by United States and foreign governmental actions, and the fact that the basis for such estimates vary significantly, management believes the usefulness of these projections is limited. Estimates of future net cash flows do not represent management's assessment of future profitability or future actual cash flows of the Company. It should be recognized that applying current costs and prices and a ten percent standard discount rate allows for comparability but does not convey absolute value. The discounted amounts arrived at are only one measure of financial quantification of proved reserves. The decrease of $741,000 and $2,409,000 in the Company's standardized measure of future net cash flows for the years ended December 31, 1998 and 1997, respectively, is due primarily to revisions of previous estimates due to price changes. The changes in crude oil prices at the end of each year has a significant impact on the valuation of the Company's reserves and discounted future net cash flows. Lower crude oil prices at the end of 1998 and 1997 reduced the discounted future net cash flows by approximately $948,000 and $1,998,000, respectively. The increase in the standardized measure of discounted future net cash flows at December 31, 1996 of $1,865,000 is due primarily to higher crude oil prices at year end. 43 PYRAMID OIL COMPANY SUPPLEMENTAL INFORMATION (UNAUDITED) QUARTERLY RESULTS - -----------------------------------------------------------------------------
1998 1997 ---------- ---------- REVENUES: Quarter Ended: March 31 $ 252,780 $ 473,190 June 30 230,186 381,186 September 30 260,173 388,519 December 31 207,876 294,937 ---------- ---------- $ 951,015 $ 1,537,832 ========== ========== NET INCOME (LOSS): Quarter Ended: March 31 $( 158,111) $ 41,472 June 30 ( 165,479) ( 30,959) September 30 ( 114,025) ( 14,478) December 31 (a) ( 364,069) ( 121,958) ---------- ---------- $( 801,684) $( 125,923) ========== ========== INCOME (LOSS) PER COMMON SHARE: Quarter Ended: March 31 $ (.06) $ .02 June 30 (.07) (.01) September 30 (.05) (.01) December 31 (a) (.14) (.05) ---------- ---------- $ (.32) $ (.05) ========== ==========
(a) Adjustments to depletion, depreciation, amortization and valuation allowances made by the Company are recorded in the fourth quarter amounts (see Note 5 of Notes to Financial Statements included in Item 7 of this Form 10-KSB). The adjustments were required due to changes in estimates of oil and gas reserves by independent consultants. 44 PYRAMID OIL COMPANY CORPORATE INFORMATION Board of Directors....J. Ben Hathaway, President, Pyramid Oil Company John H. Alexander, Vice President, Pyramid Oil Company John E. Turco, Private Investor Thomas W. Ladd, Independent Oil Producer and Geologist Gary L. Ronning, Independent Oil Producer and Geologist Officers..............J. Ben Hathaway, President and Chairman of the Board John H. Alexander, Vice President Lee G. Christianson, Secretary-Treasurer Accountants and Business Advisors.....Arthur Andersen LLP - Los Angeles, California Transfer Agent and Registrar.........U.S. Stock Transfer Corp. 1745 Gardena Avenue, Suite 200 Glendale, California 91204 Corporate Offices.....2008 21st Street Bakersfield, California 93302 District Offices......Bakersfield, California Legal Counsel.........Troy & Gould - Los Angeles, California Ganong & Kleier - Bakersfield, California Investor Information...........Availability of Form 10-KSB: The Annual Report of Pyramid Oil Company on Form 10-KSB, as filed with the Securities and Exchange Commission, is available to any stockholder upon request without charge. Please address all such requests to: Corporate Secretary Pyramid Oil Company P.O. Box 832 Bakersfield, California 93302 COMMON STOCK: The Company's common stock is traded on the Over-The-Counter Bulletin Board market using symbol PYOL. 45 ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS - ------------------------------------------------------ ON ACCOUNTING AND FINANCIAL DISCLOSURE -------------------------------------- None PART III ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; - ----------------------------------------------------------------------- COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ------------------------------------------------- The Company hereby incorporates by reference the information to be contained under the section entitled "Directors and Executive Officers" or a similarly entitled section from its definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with its 1999 Annual Meeting of Shareholders. ITEM 10 - EXECUTIVE COMPENSATION - -------------------------------- The Company hereby incorporates by reference the information to be contained under the section entitled "Compensation of Directors and Executive Officers" or a similarly entitled section from its definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with its 1999 Annual Meeting of Shareholders. ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - ------------------------------------------------------------------------ The Company hereby incorporates by reference the information to be contained under the section entitled "Voting Securities and Principal Holders Thereof" or a similarly entitled section from its definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with its 1999 Annual Meeting of Shareholders. 46 ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------------------------------------------------------- The information in Note 4 of Notes to Financial Statements included in Item 7 of this Form 10-KSB is incorporated herein by reference. Effective January 1, 1990, John H. Alexander, an officer and director of the Company participated with a group of investors that acquired the mineral and fee interest on one of the Company's oil and gas leases in the Carneros Creek field after the Company declined to participate. The thirty-three percent interest acquired by Mr. Alexander represents a minority interest in the investor group. Royalties on oil and gas production from this property paid to the investor group approximated $69,000 in 1998, $130,000 in 1997 and $143,000 in 1996. 47 PART IV ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------ (a) 1. Financial Statements -------------------- These documents are listed and included in Part II, Item 7 of this report: Report of Independent Public Accountants Balance Sheets at December 31, 1998 and 1997. Statements of Operations for the three years in the period ended December 31, 1998. Statements of Shareholders' Equity for the three years in the period ended December 31, 1998. Statements of Cash Flows for the three years in the period ended December 31, 1998. Notes to Financial Statements. (a) 3. Exhibit ------- 3.1 Registrant's Articles of Incorporation (1) 3.2 Registrant's By Laws (1) 3.2.1 Registrant's Amendment to the By Laws (2) 10.1 Agreement and Plan of Reorganization and Corporate Separation, dated January 1, 1987. (3) 16.1 Letter regarding the change in Registrant's certified accountant. (4) 27 Financial Data schedule (1) Incorporated by reference from Exhibits 18-1 and 18-2, respectively, to the Registrant's 1971 Form 10. (2) Incorporated by reference from the Registrant's August 25, 1986 Proxy Statement. (3) Incorporated by reference from Exhibit 1 to the Registrant's August 25, 1986 Proxy Statement. (4) Incorporated by reference from Exhibit 1 to the Registrant's June 4, 1987 Form 8-K. (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the fourth quarter of 1998. 48 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PYRAMID OIL COMPANY March 30, 1999 By: J. BEN HATHAWAY ---------------------- J. Ben Hathaway Director/President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. J. BEN HATHAWAY Director/President March 30, 1999 - --------------------------- J. Ben Hathaway JOHN H. ALEXANDER Director/Vice President March 30, 1999 - --------------------------- John H. Alexander THOMAS W. LADD Director March 30, 1999 - --------------------------- Thomas W. Ladd GARY L. RONNING Director March 30, 1999 - --------------------------- Gary L. Ronning Director March 30, 1999 - --------------------------- John E. Turco LEE G. CHRISTIANSON Corporate Secretary/ March 30, 1999 - --------------------------- Principal Accounting Officer Lee G. Christianson EX-27 2
5 12-MOS DEC-31-1998 DEC-31-1998 318,317 0 81,315 4,000 38,371 588,481 15,511,554 13,632,061 2,467,974 307,811 0 0 0 2,019,197 0 2,467,974 951,015 1,002,801 1,387,326 1,779,582 16,082 0 7,696 (800,559) 1,125 (801,684) 0 0 0 (801,684) (0.32) (0.32)
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