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, 2002
/ / 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 ]
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State the registrant's revenues for its most recent fiscal year: $1,616,041
The aggregate market value on March 7, 2003, of voting shares held by
non-affiliates was approximately $796,000 based on the average closing sales
prices of the registrant's Common Stock on such date.
At March 7, 2003, there were 2,494,430 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2003 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
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PYRAMID OIL COMPANY
2002 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 . . . . . . . . . . . 13
Item 4. Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . 13
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 . . . . . . . . . . 22
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure . . . 51
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section
16(a) of the Exchange Act . . . . . . . 51
Item 10. Executive Compensation . . . . . . . . . 51
Item 11. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . 51
Item 12. Certain Relationships and Related Transactions 51
PART IV
Item 13. Exhibits and Reports on Form 8-K . . . . . 52
Item 14. Controls and Procedures . . . . . . . . . 53
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CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS GENERAL.
Pyramid Oil Company is including the following discussion to inform existing
and potential security holders generally of some of the risks and
uncertainties that can affect the Company and to take advantage of the "safe
harbor" protection for forward-looking statements afforded under federal
securities laws. Statements made in this Annual Report on Form 10-KSB may be
forward-looking statements. In addition, from time to time, the Company may
otherwise make forward-looking statements to inform existing and potential
security holders about the Company. These statements may include projections
and estimates concerning the timing and success of specific projects and the
Company's future (1) income, (2) oil and gas production, (3) oil and gas
reserves and reserve replacement and (4) capital spending. Forward-looking
statements are generally accompanied by words such as "estimate," "project,"
"predict," "believe," "expect," "anticipate," "plan," "goal" or other words
that convey the uncertainty of future events or outcomes. In addition, except
for the historical information contained in this report, the matters discussed
in this report are forward-looking statements. These statements by their
nature are subject to certain risks, uncertainties and assumptions and will be
influenced by various factors. Should any of the assumptions underlying a
forward- looking statement prove incorrect, actual results could vary
materially.
PART I
------
ITEM 1 - DESCRIPTION OF BUSINESS
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. Although the Company owns some minor oil and
gas interests in New York and Wyoming, all of the Company's operations and
major revenue producing properties are in California.
5
The Company's executive offices are located at 2008 21st Street, Bakersfield,
California, 93301, telephone (661) 325-1000, facsimile (661) 325-0100.
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. 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
Pyramid owns and operates 27 oil and gas leases (properties) located within
Kern and Santa Barbara Counties in the State of California. All of these
properties are capable of producing oil or natural gas, although not all of
these properties are considered profitable under certain economic conditions.
During 2002, the Company operated 20 leases within California, with total
annual gross oil production exceeding 500 barrels per lease. Production
operations primarily consist of the daily pumping of oil from a well(s) into
tanks, maintaining the production facilities both at the well and tank
settings, preparing and shipping the crude oil to buyers. Daily operations
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; although certain properties may be conducive to
secondary recovery operations in the future, depending on the prevailing price
of oil.
Primary recovery of oil and gas is by means of natural flow(s) or artificial
lift of oil and gas from a single well bore. Natural gas and petroleum fluids
enter the well bore by means of reservoir pressure or gravity; fluids and
gases are moved to the surface by natural pressure or by means of artificial
lift. In secondary recovery operations, liquids or gases are injected into the
reservoirs for the purpose of augmenting reservoir energy or increasing
reservoir temperatures. Secondary recovery operations, usually, but not
always, are done after the primary-recovery phase has passed.
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The Company employs field level personnel (i.e., pumpers, rig crews,
roustabouts and equipment operators) that perform basic daily activities
associated with producing oil and gas. Daily operations include inspections of
surface facilities and equipment, gauging, reporting and shipping oil, and
routine maintenance and repair activities on wells, production facilities and
equipment. The Company owns and maintains various pieces of equipment
necessary for employees to perform repair and maintenance tasks on Company
properties. Such equipment consists of service rigs, mobile pumps, vacuum
trucks, hot oil truck, backhoe, trucks and trailers.
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.
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
approximately 123 wells, and of these, approximately 66 were in daily
operation during 2002. 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.
During 1998, the Company entered into a joint venture project, with several
other oil and gas companies, to explore for and develop potential natural gas
reserves in the Solano County area of California. This project is employing
3-D seismic technology and exploratory drilling, in hopes of finding and
developing natural gas reserves on approximately 3,200 acres of leased ground.
The Company's position is that of a non-operator.
Drilling operations on the first well began early in the first quarter of
2000. This well encountered substantial mechanical problems prior to reaching
its intended depth and was abandoned due to these problems. The Company
participated in the drilling of a second well on this lease in the fourth
quarter of 2000. This well was abandoned due to insufficient gas reserves.
The Company expended approximately $18,000 for its share of costs on the first
well during 1999. The Company expended an additional $15,000 on the first
well during 2000. The Company expended approximately $18,000 for its share of
costs on the second well during 2000. The Company agreed to participate in
the drilling of a third natural gas well in conjunction with the same operator
in a new prospect area located in Solano County. In the fourth quarter of
2001, this well commenced drilling. The Company's share of the prospect fee
and drilling costs for this new well were approximately $36,000 during the
fourth quarter of 2001. The third well was abandoned in the fourth quarter of
2001 due to inadequate gas reserves. The Company has not received any
proposals to participate in a fourth well in this joint venture.
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During the second quarter of 2001, the Company entered into a new joint
venture project with several other independent oil and gas companies, to
explore for and develop potential oil reserves in the Gap Mountain area of
Nevada. The Company's position is that of a non-operator. During the second
quarter of 2001, the Company's share of the prospect fee for this project was
approximately $48,000. During the fourth quarter of 2001, the Company
received a full and complete refund of the prospect fee. This prospect was
cancelled by the operator after additional structural geology work and
analysis.
MARKETING OF CRUDE OIL AND NATURAL GAS
The Company sells its crude oil to Kern Oil & Refining and ConocoPhillips,
accounting for approximately 52.7% and 42.8%, respectively, of Pyramid's crude
oil and gas sales in 2002. 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. Kern Oil and
ConocoPhillips have been customers of the Company for over ten years. Natural
gas is sold to companies in the area of operations. The Company sells its oil
pursuant to short-term contracts. Accordingly, the amount of oil the Company
sells is dependent upon market demand. 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.
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
disadvantages 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.
8
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. 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.
REGULATIONS
The Company's business is affected by numerous 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.
9
COMMITMENTS AND CONTINGENCIES
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.
OTHER
The Company employed twelve full-time people as of December 31, 2002, four of
whom were office or administrative personnel, and the rest of whom were field
level personnel. The Company contracts for additional labor services when
needed. The Company is not a party to any union or labor contracts.
The Company had no material research and development costs for the three years
ended December 31, 2002.
All of the Company's revenues during 2002 were derived from domestic sources.
The Company does not have any patents or trademarks, and it does not believe
that its business or operations are dependent upon owning any patents or
trademarks.
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. 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 had no significant proved
undeveloped properties at December 31, 2002, 2001 and 2000.
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(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)
--------- -----------
January 1, 2003 554,000 105,000
2002 323,000 37,000
2001 341,000 72,000
2000 361,000 65,000
1999 384,000 127,000
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, 2003.
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%, were $4,325,000 at December 31, 2002,
$1,250,000 at December 31, 2001, $2,311,000 at December 31, 2000, $2,718,000
at December 31, 1999, and $1,001,000 at December 31, 1998.
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 ending December 31, were as follows.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Crude oil (Bbls) 66,000 77,000 71,000 84,000 85,000
Natural gas (MCF) 11,000 9,000 9,000 24,000 36,000
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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 ending December 31, were as follows:
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Sales price:
Crude oil $22.86 $21.02 $26.16 $15.49 $10.73
===== ===== ===== ===== =====
Natural gas $ 3.08 $ 4.80 $ 3.14 $ 1.82 $ 1.64
===== ===== ===== ===== =====
Production costs $15.30 $13.30 $13.60 $ 8.70 $ 8.60
===== ===== ===== ===== =====
The average selling price of Pyramid's crude oil at December 31, 2002, was
approximately $27.50 per barrel and the average selling price of Pyramid's gas
at December 31, 2002, was approximately $4.18 per MCF.
As of December 31, 2002, Pyramid had the following gross and net position in
wells and proved acres:
WELLS PROVED ACRES
----------------- -----------------
Gross (1) Net (1) Gross (2) Net (2)
-------- ------ -------- ------
145 121 22,015 6,287
=== === ====== =====
(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.
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No wells were drilled in 2002, 2001, 2000, 1999 and 1998, although the Company
did participate as a non-operator in 2001 and 2000 in the drilling of
joint-venture 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, 2002, Pyramid held positions in unproven acreage in the
following locations:
ACRES
------------------
Gross Net
------ ------
New York
Mount Morris and Livingston Counties 34,800 9,788
====== =====
(c) REAL PROPERTY OWNED
Pyramid owned the following real property as of December 31, 2002, 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.
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ITEM 3 - LEGAL PROCEEDINGS
The Company is subject to potential litigation within the normal course of
business. The resolution in any reporting period of such litigation could
have a material impact on Pyramid's financial position or results of
operations for that period. However, in management's opinion, it is unlikely
that the resolution of any such litigation will have a material adverse effect
upon the financial position or results of operations of the Company. 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 2002.
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 OTC Bulletin Board under the
symbol "PYOL". The following are high and low sales prices for each quarter
of 2002 and 2001, and reflect inter-dealer prices without retail markup,
markdown or commission.
High Low
---- -----
Fiscal Quarter Ending 2002
March 31, $1.1500 $0.6000
June 30, 1.1500 0.8900
September 30, 1.0100 0.6000
December 31, 0.8500 0.5700
Fiscal Quarter Ending 2001
March 31, 1.0000 0.6875
June 30, 1.4000 0.8200
September 30, 1.1500 0.9100
December 31, 1.0100 0.6000
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At December 31, 2002, the Company had 409 shareholders of record, and an
unknown number of additional holders whose stock is held in "street name".
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.
The Company did not sell any securities during 2002.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
IMPACT OF CHANGING PRICES
Average prices increased by approximately $1.60 per equivalent crude oil and
gas barrel sold during 2002 as compared with average prices for 2001. In 2002
there were 111 separate crude oil price changes, as compared with 81 price
changes in 2001. The difference between the highest and lowest posted prices
in 2002 was $14.90 per barrel. By comparison, this same differential in 2001
and 2000 was $12.50 and $13.65 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
The Company had cash and cash equivalents of $502,839 at December 31, 2002 for
a decrease of $111,577 when compared to December 31, 2001. Operating
activities in 2002 provided cash of $61,485. Net capital spending of $302,102
and principal payments on the Company's long-term debt totaling $15,409 used
cash in 2002. This was offset by proceeds from the issuance of long-term debt
of $144,449. The components of the changes in cash for 2002 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. During 2002, the Company had short-
term investments of $850,000 which provided additional liquidity. Short-term
investments consist of certificates of deposit having original maturities of
three months or more. A $100,000 line of credit, unused at December 31, 2002,
also provided additional liquidity during 2002.
15
The Company believes that its existing current assets and the amount of cash
it anticipates it will generate from current operations will be sufficient to
fund the anticipated liquidity and capital resource needs of the Company for
the fiscal year ended December 31, 2003. In addition to its current assets,
the Company also has a credit facility for $100,000 available in the event
that it needs other resources to fund its liquidity and capital resource
needs. Although the Company may increase its capital expenditures during the
current fiscal year to enhance its current oil production capacities, it does
not anticipate that such expenditures would exceed the amount of liquidity
currently available to the Company. The Company's beliefs that its existing
assets and the cash expected to be generated from operations will be
sufficient during the current fiscal year are based on the following:
As of December 31, 2002, the amount of cash, cash equivalents, and other
current assets was equal to $1,786,000 in the aggregate. This amount is
equal to approximately all of the operating expenses that the Company
incurred during the entire fiscal year ended December 31, 2002.
As of December 31, 2002, the Company had approximately $1,786,000 in
current assets, and only $384,000 of current liabilities.
As of December 31, 2002, the Company had only $35,000 of long-term
indebtedness (net of current maturities).
The Company is not a party to off-balance sheet arrangements and does not
engage in trading activities involving non-exchange traded contracts. In
addition, the Company has no financial guarantees, debt or lease agreements or
other arrangements that could trigger a requirement for an early payment or
that could change the value of the Company's assets. 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, such as idle work-over rigs, 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. No wells were drilled in the
three years ended December 31, 2002. The Company's crude oil reserves, in
dollar terms, declined for the years ended December 31, 2001 and 2000, due
primarily to production of existing reserves. The Company's crude oil
reserves increased for the year ended December 31, 2002, due primarily to
higher year end crude oil prices.
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. 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.
16
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.
FORWARD-LOOKING INFORMATION
Looking forward into 2003, crude oil prices have decreased by $3.00 per barrel
as of March 25, 2003, compared to prices at December 31, 2002. There have
been 52 separate price changes since December 31, 2002. The Company is unable
to predict any future price changes that would impact the remainder of 2003.
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 2002,
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 absorb the costs for various state and local fees and
permits under new environmental programs, the sum of which were not material
during 2002. 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, 2002
Compared to the Fiscal Year Ended December 31, 2001
REVENUES
Oil and gas sales decreased by 4% for the year ended December 31, 2002, when
compared with the same period for 2001. Oil and gas sales increased by 7% due
to higher average prices for 2002. The average price of the Company's oil
and gas increased by approximately $1.60 per equivalent barrel for 2002 when
compared to 2001. The increase in revenues due to higher crude oil prices was
offset by an 11% decrease in crude oil production/sales for 2002. Production
for 2002 decreased by approximately 8,400 barrels when compared with
production in 2001. The decline in production/sales is due primarily to two
of the Company's oil producing properties. One property was shut-in during
2002 due to mechanical problems with the economic disposal of produced
waste water from this property. This property had been in operation for the
first eleven months of 2001. The production/sales from this lease were
approximately 4,000 barrels in 2001. Another oil and gas property has seen a
decline in production/sales of approximately 3,500 barrels in 2002.
OPERATING EXPENSES
Operating expenses decreased by approximately 1% for the year ended December
31, 2002, when compared with the same period of 2001. The cost to produce an
equivalent barrel of crude oil increased by approximately $1.50 per barrel for
2002 when compared to 2001. Operating expenses declined by approximately 5.5%
due to the shut-in during 2002 of one of the Company's oil producing
properties due to mechanical problems with the economic disposal of produced
waste water from this property. This property had been in operation for the
first eleven months of 2001. Operating parts and supplies decreased by
approximately 2% due primarily to the costs of certain down-hole tubular
goods purchased in 2001, no similar tubular supplies were purchased in 2002.
Labor costs increased by approximately 1% due primarily to an increase in
hourly wages that was effective September 1, 2001. Well abandonment costs
increased by approximately 1.5% due to the abandonment of two well during
2002, no wells were abandoned in 2001. The cost of chemicals increased by
approximately 1.5% for 2002. Insurance costs increased by approximately 1.5%
for 2002 due primarily to higher rates for employee health insurance and
general liability premiums.
EXPLORATION COSTS
The amounts for 2001 represent the costs for drilling of exploratory gas wells
with several other oil and gas companies in a joint venture to explore for and
develop natural gas reserves in the Solano County area of California. The
joint venture activities are more fully described in the Notes to Financial
Statements, No. 6, Commitments and Contingencies in Item 7 of this Form
18
10-KSB. The Company did not participate in the drilling of any gas wells in
2002 with this joint venture. The costs for 2002 represent the Company's
share of costs in a new joint venture project to explore for and develop oil
wells in the Kern County area of California.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased by approximately 12% for the
year ended December 31, 2002, when compared with the same period for 2001.
Legal services increased by 11% during 2002 due to activities related to
certain transactions contemplated by the Board of Directors for the
acquisition of the Company's common stock from its major shareholders.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by 7%
for the year ended December 31, 2002, when compared with the same period for
2001. Depletion decreased by 10%, which is due to a decrease in the depletion
rate and the decline in crude oil production. The depletion rate decreased as
a result of the estimated oil and gas reserves increasing. The estimated oil
and gas reserves increased due primarily to higher sales prices for oil and
gas at December 31, 2002. This was offset by an increase of 3% in the
depreciation of fixed assets, primarily trucks that were acquired in the
second half of 2001.
OTHER INCOME (EXPENSE)
Interest income decreased by approximately $21,600 during the year ended
December 31, 2002, when compared with the same period for 2001. The decrease
in interest income is due primarily to a decline in interest rates.
During the year ended December 31, 2001, the Company sold certain fixed assets
and equipment and it's interest in a non-producing oil and gas lease for a
gain of approximately $75,000. These assets had little or no net book value.
The loss on disposal of assets reflects the scrapping of a well servicing rig
in the first quarter of 2002 with a net book value of $10,100.
19
Results of Operations for the Fiscal Year Ended December 31, 2001
Compared to the Fiscal Year Ended December 31, 2000
REVENUES
Oil and gas sales decreased by 17% for the year ended December 31, 2001, when
compared with the same period for 2000. Oil and gas sales decreased by 20%
due to lower average prices for 2001. The average price of the Company's oil
and gas decreased by approximately $5.00 per equivalent barrel for 2001 when
compared to 2000. The decrease in revenues due to unfavorable prices was
offset by a 3% increase in crude oil production for 2001. Production for 2001
increased by approximately 2,400 barrels when compared with production in
2000.
OPERATING EXPENSES
Operating expenses increased by approximately 6% for the year ended December
31, 2001 when compared with the same period of 2000. The cost to produce an
equivalent barrel of crude oil increased by approximately thirty cents per
barrel for 2001 when compared to 2000. Operating parts and supplies increased
by approximately 5% due primarily to the costs of certain down-hole tubular
goods purchased in 2001, no similar tubular supplies were purchased in 2000.
Labor costs increased by approximately 3% due primarily to the addition of one
new field employee. Utilities increased by approximately 3% due primarily to
increased utility rates. These were offset by decreases in outside services
and well abandonment costs of approximately 3% each.
GENERAL AND ADMINISTRATIVE
General and administrative expenses decreased by 2% for the year ended
December 31, 2001 when compared to the same period for 2000 due primarily to
lower costs for legal services.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization increased by 1%
for the year ended December 31, 2001, when compared with the same period for
2000. The increase is due primarily to an increase in crude oil production
offset by a decline in the depletion rate for oil and gas properties.
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
20
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 $34,000 due primarily to higher
levels of short-term investments during 2001. The gain on the sale of fixed
assets increased by approximately $16,000 due primarily to the sale of surplus
well servicing equipment.
RECENT ACCOUNTING DEVELOPMENTS
In June 2001, the FASB issued Statements of Financial Accounting Standards No.
141 ("FAS 141") "Business Combinations" and No. 142 ("FAS 142") "Goodwill and
Other Intangible Assets". These statements eliminate the pooling of interests
method of accounting for business combinations as of June 30, 2001 and
eliminate the amortization of goodwill for all fiscal years beginning after
December 15, 2001. Goodwill will be accounted for under an impairment-only
method after this date. The Company is required to adopt FAS 141 and 142 with
respect to existing goodwill on January 1, 2002. The adoption of these
Statements did not have any significant impact on the Company's financial
position, results of operations or cash flows.
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("FAS 143") "Accounting for Asset Retirement Obligations". This Statement
addresses financial accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated retirement
costs. Asset retirement obligations will be initially measured at fair value.
These obligations will be discounted and accretion expense will be recognized
using the credit adjusted risk-free interest rate. The Company is required to
adopt FAS 143 on January 1, 2003. The Company is assessing the impact FAS 143
will have on its financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("FAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets". This Statement supercedes previous statements related to impairment.
The requirements to allocate goodwill to long-lived assets to be tested for
impairment is eliminated. A primary asset approach to determine a cash flow
estimation period is established. The Company is required to adopt FAS 144 on
January 1, 2002. The adoption of this Statement did not have any significant
impact on the Company's financial position, results of operations or cash
flows.
In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 updates,
clarifies, and simplifies existing accounting pronouncements. This statement
rescinds SFAS No. 4, which required all gains and losses from extinguishment
of debt to be aggregated and, if material, classified as an extraordinary
21
item, net of related income tax effect. As a result, the criteria in APB No.
30 will now be used to classify those gains and losses. SFAS No. 64 amended
SFAS No. 4 and is no longer necessary as SFAS No. 4 has been rescinded. SFAS
No. 44 has been rescinded as it is no longer necessary. SFAS No. 145 amends
SFAS No. 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-lease transactions. This statement also makes technical
corrections to existing pronouncements. While those corrections are not
substantive in nature, in some instances, they may change accounting practice.
This statement is not applicable to the Company.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF
Issue 94-3, a liability for an exit cost, as defined, was recognized at the
date of an entity's commitment to an exit plan. The provisions of this
statement are effective for exit or disposal activities that are initiated
after December 31, 2002 with earlier application encouraged. This statement
is not applicable to the Company.
In October 2002, the FASB issued SFAS No. 147, "Acquisition of Certain
Financial Institutions." SFAS No. 147 annuls the requirement in SFAS No. 72
and Interpretation 9 thereto, to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This
statement requires that those transactions be accounted for in accordance with
SFAS No. 141. In addition, this statement amends SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets," to include certain
financial institution-related intangibles. This statement is not applicable
to the Company.
22
ITEM 7- FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
Page
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS. . . . . . . . . . . . . . 23-24
FINANCIAL STATEMENTS:
Balance sheets - December 31, 2002 and 2001 . . . . . . . . . . 25-26
Statements of operations - years ended
December 31, 2002, 2001 and 2000 . . . . . . . . . . . . . . 27
Statements of shareholders' equity - years ended
December 31, 2002, 2001 and 2000 . . . . . . . . . . . . . . 28
Statements of cash flows - years
ended December 31, 2002, 2001 and 2000 . . . . . . . . . . . 29-30
Notes to financial statements . . . . . . . . . . . . . . . . . 31
23
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Shareholders of
Pyramid Oil Company
We have audited the accompanying balance sheet of Pyramid Oil Company (a
California corporation) as of December 31, 2002, and the related statements of
operations, shareholders' equity, and cash flows for the year then ended.
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 audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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
audit provides 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, 2002, and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally
accepted in the United States of America.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
February 21, 2003
24
THIS REPORT IS A COPY OF A PREVIOUSLY ISSUED ARTHUR ANDERSEN REPORT.
THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN.
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, 2001 and 2000, and the related
statements of operations, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 2001. 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 auditing standards generally
accepted in the United States. 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, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Los Angeles, California
March 1, 2002
25
FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
BALANCE SHEETS
ASSETS
December 31,
--------------------------
2002 2001
---------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 502,839 $ 614,416
Short-term investments 850,000 850,000
Trade accounts receivable
(net of reserve for doubtful
accounts of $4,000 in 2002
and 2001) 201,777 109,993
Interest receivable 54,689 51,488
Crude oil inventory 50,153 47,555
Prepaid expenses 103,324 93,590
Deferred income taxes 22,911 15,490
--------- ----------
Total current assets 1,785,693 1,782,532
--------- ----------
PROPERTY AND EQUIPMENT, at cost:
Oil and gas properties and
equipment (successful
efforts method) 10,521,514 10,293,558
Drilling and operating equipment 2,793,674 2,872,762
Land, buildings and improvements 936,681 936,681
Automotive, office and
other property and equipment 970,314 933,090
---------- ----------
15,222,183 15,036,091
Less - accumulated depletion,
depreciation, amortization
and valuation allowances (13,570,579) (13,497,392)
---------- ----------
1,651,604 1,538,699
---------- ----------
$ 3,437,297 $ 3,321,231
========== ==========
The accompanying notes are an integral part of these balance sheets.
26
PYRAMID OIL COMPANY
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
December 31,
----------------------------
2002 2001
---------- ----------
CURRENT LIABILITIES:
Accounts payable $ 44,065 $ 54,057
Accrued professional fees 24,633 15,500
Accrued taxes, other than
income taxes 21,925 30,717
Accrued payroll and related costs 31,060 36,351
Accrued royalties payable 76,360 59,548
Accrued insurance 46,222 40,689
Interest payable 5,514 --
Loan payable to related party 36,166 --
Current maturities of long-term debt 97,652 15,409
--------- ----------
Total current liabilities 383,597 252,271
--------- ----------
LONG-TERM DEBT, net of current
maturities 35,076 24,445
--------- ----------
DEFERRED INCOME TAXES 22,911 15,490
--------- ----------
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 1,924,103 1,957,415
---------- ----------
2,995,713 3,029,025
---------- ----------
$ 3,437,297 $ 3,321,231
========== ==========
The accompanying notes are an integral part of these balance sheets.
27
PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
Year ended December 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
REVENUES: $ 1,616,041 $ 1,680,074 $ 2,023,805
---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 1,046,690 1,053,583 991,232
Exploration costs 7,007 43,527 35,423
General and administrative 403,603 359,854 368,332
Taxes, other than income and
payroll taxes 55,531 59,695 52,077
Provision for depletion,
depreciation and amortization 172,390 185,660 184,036
Other costs and expenses 16,488 16,156 13,593
--------- --------- ----------
1,701,709 1,718,475 1,644,693
--------- --------- ----------
OPERATING (LOSS) INCOME ( 85,668) ( 38,401) 379,112
--------- --------- ----------
OTHER INCOME (EXPENSE):
Interest income 36,935 58,520 24,538
Gain on settlement -- 395,708 --
Gain on sales of property
and equipment 300 74,860 58,605
Loss on disposal of assets ( 10,100) -- --
Other income 31,912 45,561 28,696
Interest expense ( 5,566) ( 3,194) ( 5,330)
---------- --------- ---------
53,481 571,455 106,509
---------- --------- ---------
(LOSS) INCOME BEFORE INCOME
TAX PROVISION (BENEFIT) ( 32,187) 533,054 485,621
Income tax provision (benefit) 1,125 1,025 ( 41,241)
---------- --------- ---------
NET (LOSS) INCOME $( 33,312) $ 532,029 $ 526,862
========== ========= =========
BASIC (LOSS) INCOME PER COMMON SHARE $ (.01) $ .21 $ .21
========== ========= =========
DILUTED (LOSS) INCOME
PER COMMON SHARE $ (.01) $ .21 $ .21
========== ========= =========
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.
28
PYRAMID OIL COMPANY
STATEMENTS OF SHAREHOLDERS' EQUITY
Common Shares
Issued and Common Retained
Outstanding Stock Earnings
------------- ---------- ----------
Balances, December 31, 1999 2,494,430 $1,071,610 $ 898,524
Net income -- -- 526,862
--------- --------- ---------
Balances, December 31, 2000 2,494,430 1,071,610 1,425,386
Net income -- -- 532,029
--------- --------- ---------
Balances, December 31, 2001 2,494,430 1,071,610 1,957,415
Net loss -- -- ( 33,312)
--------- --------- ---------
Balances, December 31, 2002 2,494,430 $1,071,610 $1,924,103
========= ========= =========
The accompanying notes are an integral part of these statements.
29
PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
Year ended December 31,
--------------------------------
2002 2001 2000
--------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $( 33,312) $ 532,029 $ 526,862
Adjustments to reconcile net (loss)
income to net cash provided
by operating activities:
Provision for depletion,
depreciation and amortization 172,390 185,660 184,036
Exploration costs 7,007 43,527 35,423
Gain on sale of
property and equipment ( 300) (74,860) (58,605)
Loss on disposal of fixed assets 10,100 -- --
Deferred income tax benefit -- -- (42,471)
Changes in operating assets
and liabilities:
(Increase) decrease in trade
accounts receivable (94,985) 51,233 (27,847)
(Increase) decrease in crude
oil inventories ( 2,598) 8,601 (21,003)
Increase in prepaid expenses ( 9,734) ( 9,360) (16,781)
Increase (decrease) in
accounts payable and
accrued liabilities 12,917 (19,420) 40,414
------- ------- -------
Net cash provided by
operating activities 61,485 717,410 620,028
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (302,402) (202,595) (175,530)
Proceeds from sale of
property and equipment 300 114,600 62,750
Net change in short-term investments -- (600,000) ( 50,000)
------- ------- -------
Net cash used in investing activities (302,102) (687,995) (162,780)
------- ------- -------
The accompanying notes are an integral part of these statements.
30
PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(CONTINUED)
Year ended December 31,
------------------------------
2002 2001 2000
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on line
of credit -- -- ( 48,000)
Proceeds from line of credit -- -- 48,000
Principal payments on long-term debt ( 15,409) ( 71,727) ( 50,296)
Proceeds from issuance of long-term debt 144,449 55,001 85,000
------- ------- -------
Net cash provided by (used in)
financing activities 129,040 ( 16,726) 34,704
------- ------- -------
Net (decrease) increase in cash
and cash equivalents (111,577) 12,689 491,952
Cash and cash equivalents
at beginning of year 614,416 601,727 109,775
------- ------- -------
Cash and cash equivalents at end of year $ 502,839 $ 614,416 $ 601,727
======= ======= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year
for interest $ -- $ 3,194 $ 5,330
======= ======= =======
Cash paid during the year
for income taxes $ 1,125 $ 1,025 $ 1,230
======= ======= =======
The accompanying notes are an integral part of these statements.
31
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
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 27 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 accounting
principles generally accepted in the United States 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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents principally consist of demand deposits and
certificates of deposits having original maturities of three months or less.
INVESTMENTS
Investments consist of certificates of deposit having original maturities of
three months or more and are valued at cost.
INVENTORY
Inventories of crude oil and condensate are valued at the lower of cost,
predominately on a first-in, first-out (FIFO) basis, or market, and include
certain costs directly related to the production process.
32
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
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.
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. There were no material impairment reserves recorded in the three
years ended December 31, 2002.
33
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
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 2002, 2001 and 2000
were $1.21, $1.30 and $1.49, 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 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.
34
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
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 ConocoPhillips,
accounting for approximately 52.7%, and 42.8%, respectively, of Pyramid's
crude oil and gas sales in 2002. 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. Trade
receivables were approximately 53.1% and 39.3% attributable to Kern Oil and
Refining and ConocoPhillips respectively at December 31, 2002. Trade
receivables were approximately 42.6% and 48.0% attributable to Kern Oil and
Refining and Tosco Refining respectively at December 31, 2001.
NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statements of Financial Accounting Standards No.
141 ("FAS 141") "Business Combinations" and No. 142 ("FAS 142") "Goodwill and
Other Intangible Assets". These statements eliminate the pooling of interests
method of accounting for business combinations as of June 30, 2001 and
eliminate the amortization of goodwill for all fiscal years beginning after
December 15, 2001. Goodwill will be accounted for under an impairment-only
method after this date. The Company is required to adopt FAS 141 and 142 with
respect to existing goodwill on January 1, 2002. The adoption of these
Statements did not have any significant impact on the Company's financial
position, results of operations or cash flows.
35
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("FAS 143") "Accounting for Asset Retirement Obligations". This Statement
addresses financial accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated retirement
costs. Asset retirement obligations will be initially measured at fair value.
These obligations will be discounted and accretion expense will be recognized
using the credit adjusted risk-free interest rate. The Company is required to
adopt FAS 143 on January 1, 2003. The Company is assessing the impact FAS 143
will have on its financial statements.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("FAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets". This Statement supercedes previous statements related to impairment.
The requirements to allocate goodwill to long-lived assets to be tested for
impairment is eliminated. A primary asset approach to determine a cash flow
estimation period is established. The Company is required to adopt FAS 144 on
January 1, 2002. The adoption of this Statement did not have any significant
impact on the Company's financial position, results of operations or cash
flows.
In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections." SFAS No. 145 updates,
clarifies, and simplifies existing accounting pronouncements. This statement
rescinds SFAS No. 4, which required all gains and losses from extinguishment
of debt to be aggregated and, if material, classified as an extraordinary
item, net of related income tax effect. As a result, the criteria in APB No.
30 will now be used to classify those gains and losses. SFAS No. 64 amended
SFAS No. 4 and is no longer necessary as SFAS No. 4 has been rescinded. SFAS
No. 44 has been rescinded as it is no longer necessary. SFAS No. 145 amends
SFAS No. 13 to require that certain lease modifications that have economic
effects similar to sale-leaseback transactions be accounted for in the same
manner as sale-lease transactions. This statement also makes technical
corrections to existing pronouncements. While those corrections are not
substantive in nature, in some instances, they may change accounting practice.
This statement is not applicable to the Company.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under EITF
Issue 94-3, a liability for an exit cost, as defined, was recognized at the
date of an entity's commitment to an exit plan. The provisions of this
36
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
statement are effective for exit or disposal activities that are initiated
after December 31, 2002 with earlier application encouraged. This statement
is not applicable to the Company.
In October 2002, the FASB issued SFAS No. 147, "Acquisition of Certain
Financial Institutions." SFAS No. 147 annuls the requirement in SFAS No. 72
and Interpretation 9 thereto, to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This
statement requires that those transactions be accounted for in accordance with
SFAS No. 141. In addition, this statement amends SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets," to include certain
financial institution-related intangibles. This statement is not applicable
to the Company.
RECLASSIFICATIONS
Reclassifications have been made to the financial statements for 2000 to
conform to the 2001 presentation.
37
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
2. LONG-TERM DEBT AND LINE OF CREDIT
Long-term debt at December 31, 2002 and 2001, is summarized as follows:
December 31,
----------------------
2002 2001
--------- ---------
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $999
principal only, zero interest charges,
final payment in 2005. $ 35,947 $ --
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $1,111
principal only, zero interest charges,
final payment in 2004. 24,445 37,779
Notes payable to three individuals (a)
unsecured, principal and accrued interest
due April 11, 2003, interest at 7%. 108,502 --
Note payable to a bank, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $692
principal and interest, interest at 8.75%,
final payment in 2002. -- 2,075
------- -------
168,894 39,854
Less - current maturities (133,818) ( 15,409)
------- -------
$ 35,076 $ 24,445
======= =======
(a) Mr. John H. Alexander, an officer and director of the Company, is one of
the payee individuals. Mr. Alexander's share of the notes payable is $36,166.
See Note 4, Related-Party Transaction of Notes to Financial Statements for
additional information.
38
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
At December 31, 2002 approximately $84,000 of gross property and equipment
was pledged as collateral to secure approximately $60,400 principal amount of
long-term debt.
Maturities of long-term debt are as follows:
Year ending December 31, 2003 $133,818
2004 23,094
2005 11,982
-------
$168,894
=======
At December 31, 2002, the Company had an unsecured line of credit with a bank,
under which the Company may borrow up to $100,000 through May 31, 2003.
Interest on any borrowing is accrued at the bank's index rate plus 0.50
percentage points. The bank's index rate was 4.25% at December 31, 2002.
3. INCOME TAXES
Income tax provision (benefit) consists of the following:
Year Ended December 31,
-----------------------------------
2002 2001 2000
------- ------- ------
Federal income taxes:
Current $( 17,332) $ 110,704 $ 84,168
Utilization of NOL's 17,332 (110,704) (84,168)
Deferred -- -- (42,471)
------- ------- -------
-- -- (42,471)
------- ------- -------
State income taxes:
Current (25,962) 25,912 8,437
Utilization of NOL's 27,087 (24,887) ( 7,207)
Deferred -- -- --
------- ------- -------
1,125 1,025 1,230
------- ------- -------
Income tax provision (benefit) $ 1,125 $ 1,025 $(41,241)
======= ======= =======
39
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
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,
-----------------------------------
2002 2001 2000
-------- -------- --------
Federal income tax expense
(benefit) at statutory rate $( 10,944) $ 181,238 $ 165,111
Net operating loss carryover 10,944 (110,704) ( 28,617)
Statutory depletion -- ( 55,273) ( 86,571)
Section 196(a) restoration of basis -- ( 9,256) ( 39,765)
Valuation allowance -- -- 19,895
Expiration of investment tax credits -- -- ( 79,492)
Other 1,125 ( 4,980) 8,198
-------- -------- --------
Income tax provision (benefit) $ 1,125 $ 1,025 $( 41,241)
======== ======== ========
The components of net deferred tax asset (liability) are as follows:
December 31,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
Current deferred taxes:
Gross assets $ 22,911 $ 15,490 $ 22,012
Gross liabilities -- -- --
---------- ---------- ----------
22,911 15,490 22,012
---------- ---------- ----------
Noncurrent deferred taxes:
Gross assets 2,357,135 2,432,954 3,022,856
Gross liabilities ( 60,839) ( 53,548) ( 56,992)
Valuation allowance (2,319,207) (2,394,896) (2,987,876)
---------- --------- ---------
( 22,911) ( 15,490) ( 22,012)
---------- --------- ---------
$ -- $ -- $ --
========== ========= =========
40
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
The tax effect of significant temporary differences representing deferred tax
assets and (liabilities) are as follows:
December 31,
---------------------------------------
2002 2001 2000
----------- ----------- -----------
Accounts receivable $ 1,600 $ 1,600 $ 1,600
Net operating loss
carry forwards 683,750 820,519 1,383,202
Investment tax credits -- -- 27,219
Statutory depletion
carryover 1,673,385 1,612,435 1,612,435
Accrued liabilities 21,311 13,890 20,412
---------- --------- ---------
Total deferred tax assets 2,380,046 2,448,444 3,044,868
Property and equipment ( 60,839) ( 53,548) ( 56,992)
Valuation allowance (2,319,207) (2,394,896) (2,987,876)
---------- --------- ---------
$ -- $ -- $ --
========== ========= =========
At December 31, 2002, a valuation allowance has been provided against a
significant portion of the deferred tax assets generated by net operating loss
carryforwards 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 $1,906,000, which expire, to the extent not used, starting in
2002 through 2022. For California franchise tax purposes, as of December 31,
2002 the Company has unused net operating loss carryforwards of approximately
$385,000, a portion of which expire each year starting in 2004.
At December 31, 2002, the Company has, for federal income tax purposes, a
statutory depletion carryover of approximately $4,922,000, which currently
has no expiration date.
As of December 31, 2002, the Company has no investment tax credit carryforward
available to reduce future taxes payable for financial reporting and federal
income tax purposes. Approximately $27,000 and $117,000 of these credits
expired in 2001 and 2000, respectively. Upon expiration, the Company has
claimed a current deduction on their federal tax return.
41
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
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 owned 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 $100,000, $98,000 and $124,000 in 2002, 2001 and
2000, respectively.
Effective April 1, 2002, the Company acquired the remaining working interest
in the above referenced oil and gas lease in the Carneros Creek field and
working interests in two other leases in the same area from the investor group
noted above. The investor group acquired these working interests from the
Company's former joint venture partner in these three oil and gas leases as
the result of a court ordered settlement agreement concluding litigation
between the investor group and the joint venture partner. The investor group
sold the working interests to the Company for $217,000. Mr. John H.
Alexander, Vice President of the Company, owns a thirty-three percent interest
in the investor group. The Company had notes payable to the investor group in
the amount of $108,502 at the end of December 31, 2002.
5. FOURTH QUARTER RESULTS (UNAUDITED)
During the fourth quarter of 2000, 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 $24,000 in
2000.
6. COMMITMENTS AND CONTINGENCIES
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.
42
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
During 1998, the Company entered into a joint venture project, with several
other oil and gas companies, to explore for and develop potential natural gas
reserves in the Solano County area of California. This project is employing
3-D seismic technology and exploratory drilling, in hopes of finding and
developing natural gas reserves on approximately 3,200 acres of leased ground.
The Company's position is that of a non-operator.
Drilling operations on the first well began early in the first quarter of
2000. This well encountered substantial mechanical problems prior to reaching
its intended depth and was abandoned due to these problems. The Company
participated in the drilling of a second well on this lease in the fourth
quarter of 2000. This well was abandoned due to insufficient gas reserves.
The Company expended approximately $18,000 for its share of costs on the first
well during 1999, and expended an additional $15,000 during 2000. The Company
expended approximately $18,000 for its share of costs on the second well
during 2000. These costs are recorded in Costs and Expenses on the Statements
of Operations.
The Company agreed to participate in the drilling of a third natural gas well
in conjunction with the same operator in a new prospect area located in
Solano County. In the fourth quarter of 2001, this well commenced drilling.
The Company's share of the prospect fee and drilling costs for this new well
were approximately $36,000 during the fourth quarter of 2001. The third well
was abandoned in the fourth quarter of 2001 due to inadequate gas reserves.
The costs for the third well, abandoned in the fourth quarter of 2001, are
recorded in Costs and Expenses on the Statements of Operations. The Company
has not received any proposals to participate in a fourth well in this joint
venture.
During the second quarter of 2001, the Company entered into a new joint
venture project with several other independent oil and gas companies, to
explore for and develop potential oil reserves in the Gap Mountain area of
Nevada. The Company's position is that of a non-operator. During the second
quarter of 2001, the Company's share of the prospect fee for this project was
approximately $48,000. During the fourth quarter of 2001, the Company
received a full and complete refund of the prospect fee. This prospect was
cancelled by the operator after additional structural geology work and
analysis. Approximately $42,000 recorded as Exploration Costs in the nine
months ended September 30, 2001 was reversed in the fourth quarter as the
Company was reimbursed for these costs due to the abandonment of an
exploration project.
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 $1,042,000 in costs.
43
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2002
7. 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.
8. DEFINED CONTRIBUTION PLAN
The Company has a defined contribution plan (Simple IRA) available to all
employees meeting certain service requirements. Employees may contribute up
to a maximum of $6,000 of their compensation to the plan. The Company will
make a contribution to the plan in an amount equal to the employees
contributions up to 3% of their salaries. Contributions of $10,587, $10,324
and $6,357 were made during the years ended December 31, 2002, 2001 and 2000,
respectively.
44
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
OIL AND GAS PRODUCING ACTIVITIES
DECEMBER 31, 2002
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, 2002, 2001 and 2000
were as follows:
2002 2001 2000
---------- ---------- ----------
Proved properties $10,343,000 $10,115,000 $10,165,200
Unproved properties
being amortized 178,600 178,600 178,600
Unproved properties
not being amortized -- -- --
Accumulated depletion,
depreciation, amortization
and valuation allowances (10,009,200) (9,926,300) (9,887,300)
---------- --------- ---------
$ 512,400 $ 367,300 $ 456,500
========== ========= =========
45
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2002
The estimated quantities and the change in proved reserves, both developed and
undeveloped, for the Company are as follows:
2002 2001 2000
------------ ------------- -------------
Oil Gas Oil Gas Oil Gas
(MBbls) (MMCF) (MBbls) (MMCF) (MBbls) (MMCF)
----- ---- ----- ---- ----- ----
Proved reserves:
Beginning of year 323 37 341 72 361 65
Revisions of previous
estimates 297 79 59 (26) 51 16
Extensions, discoveries
and other additions -- -- -- -- -- --
Production (66) (11) (77) ( 9) (71) ( 9)
---- ---- ---- ---- ---- ----
End of year 554 105 323 37 341 72
==== ==== ==== ==== ==== ====
Proved developed reserves:
Beginning of year 323 37 341 72 361 65
==== ==== ==== ==== ==== ====
End of year 554 105 323 37 341 72
==== ==== ==== ==== ==== ====
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.
46
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2002
The present value of estimated future net revenues of proved developed
reserves, discounted at 10%, were as follows:
December 31,
--------------------------------------
2002 2001 2000
---------- ---------- ----------
Proved developed reserves
(Present value before
income taxes) $4,325,000 $1,250,000 $2,311,000
========= ========= =========
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,
2002, 2001 and 2000 were as follows:
2002 2001 2000
------- ------- -------
Property acquisition costs $228,000 $ 7,000 $ --
Exploration costs 7,000 44,000 35,000
Development costs -- 12,000 --
47
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2002
The results of operations for oil and gas producing activities for the years
ended December 31, 2002, 2001 and 2000 were as follows:
2002 2001 2000
---------- ---------- ----------
Sales $ 1,616,000 $ 1,680,000 $ 2,024,000
Production costs 1,095,000 1,107,000 1,031,000
Exploration costs 7,000 44,000 35,000
Depletion, depreciation,
and amortization 83,000 102,000 109,000
--------- --------- ---------
431,000 427,000 849,000
Income tax (benefit) provision 1,200 1,200 ( 41,200)
--------- --------- ---------
Results of operations from
production activities $ 429,800 $ 425,800 $ 890,200
========= ========= =========
The standardized measure of discounted estimated future net cash flows
relating to proved oil and gas reserves for the years ended December 31, 2002,
2001 and 2000 were as follows:
2002 2001 2000
---------- ---------- ----------
Future cash inflows $16,490,000 $ 5,529,000 $ 7,407,000
Future development and
production costs 9,166,000 3,538,000 3,848,000
Future income tax expense 12,000 12,000 12,000
---------- ---------- ----------
Future net cash flow 7,312,000 1,979,000 3,547,000
10% annual discount 2,994,000 736,000 1,244,000
Standardized measure ---------- ---------- ----------
of discounted future
net cash flow $ 4,318,000 $ 1,243,000 $ 2,303,000
========== ========== ==========
48
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2002
The principal changes in the standardized measure of discounted future net
cash flows during the years ended December 31, 2002, 2001 and 2000 were as
follows:
2002 2001 2000
---------- ---------- ----------
Extensions $ -- $ -- $ --
Revisions of previous estimates
Price changes 1,588,000 (871,000) 373,000
Quantity estimate 2,494,000 216,000 423,000
Change in production rates,
timing and Other (611,000) ( 63,000) (480,000)
Development costs incurred -- 12,000 --
Changes in estimated future
development costs -- ( 12,000) --
Sales of oil and gas, net of
production costs (521,000) (573,000) (993,000)
Accretion of discount 125,000 231,000 272,000
---------- ---------- ----------
3,075,000 (1,060,000) ( 405,000)
Net change in income taxes -- -- --
---------- ---------- ----------
Net (decrease) increase $ 3,075,000 $(1,060,000) $ ( 405,000)
========== ========== ==========
49
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2002
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 increase in the standardized measure of discounted future net cash flows
at December 31, 2002, of $3,717,000 is due primarily to higher crude oil
prices at year end. 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. Higher crude oil prices at the end of 2002
increased the discounted future net cash flows by approximately $2,494,000 due
to revisions of previous quantity estimates and by $1,588,000 due to price
changes.
The decrease of $1,060,000 in the Company's standardized measure of future net
cash flows for the year ended December 31, 2001 is due primarily to revisions
of previous estimates due to price changes. Lower crude oil prices at the
end of 2001 reduced the discounted future net cash flows by approximately
$871,000. The decrease in the standardized measure of discounted future net
cash flows at December 31, 2000 of $405,000 is due primarily to current year
production and sales of crude oil and natural gas.
50
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
QUARTERLY RESULTS
2002 2001
---------- ----------
REVENUES:
Quarter Ended:
March 31 $ 283,678 $ 446,678
June 30 427,087 485,258
September 30 439,354 445,698
December 31 465,922 302,440
---------- ----------
$ 1,616,041 $ 1,680,074
========== ==========
NET INCOME (LOSS):
Quarter Ended:
March 31 $ ( 73,858) $ 446,382
June 30 ( 24,982) 84,209
September 30 15,980 105,772
December 31 (a),(b) 49,548 (104,334)
---------- ----------
$ ( 33,312) $ 532,029
========== ==========
INCOME (LOSS) PER COMMON SHARE:
Quarter Ended:
March 31 $ (.03) $ .18
June 30 (.01) .03
September 30 .01 .04
December 31 (a),(b) .02 (.04)
---------- ----------
$ (.01) $ .21
========== ==========
(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.
(b) Approximately $42,000 recorded as Exploration Costs in the nine months
ended September 30, 2001 was reversed in the fourth quarter as the Company was
reimbursed for these costs due to the abandonment of an exploration project.
51
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 2003 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 2003
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 2003
Annual Meeting of Shareholders.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 owned 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 $100,000 in 2002, $98,000 in 2001 and
$124,000 in 2000.
52
Effective April 1, 2002, the Company acquired the remaining working interest
in the above referenced oil and gas lease in the Carneros Creek field and
working interests in two other leases in the same area from the investor group
noted above. The investor group acquired these working interests from the
Company's former joint venture partner in these three oil and gas leases as
the result of a court ordered settlement agreement concluding litigation
between the investor group and the joint venture partner. The investor group
sold the working interests to the Company for $217,000. Mr. John H.
Alexander, Vice President of the Company, owns a thirty-three percent interest
in the investor group. The Company had notes payable to the investor group in
the amount of $108,502 at the end of December 31, 2002.
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, 2002 and 2001.
Statements of Operations for the three years in the period
ended December 31, 2002.
Statements of Shareholders' Equity for the three
years in the period ended December 31, 2002.
Statements of Cash Flows for the three
years in the period ended December 31, 2002.
Notes to Financial Statements.
(a) 3. EXHIBITS
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 Employment Agreement of J. Ben Hathaway, dated August 1,
2001 (3)
10.2 Employment Agreement of John H. Alexander, dated August 1,
2001 (3)
10.3 Employment Agreement of John H. Alexander, dated February
21, 2002 (4)
10.4 Employment Agreement of Benny Hathaway, Jr. dated February
21, 2002 (4)
99 Letter to Securities and Exchange Commission regarding
Arthur Andersen's representations (4)
53
99.1 Certification by Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
99.2 Certification by Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(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 Exhibits 10.1 and 10.2 to the Registrants
June 30, 2001 Form 10-QSB.
(4) Incorporated by reference from Exhibits 10.3, 10.4 and 99 to the
Registrants December 31, 2001 Form 10-KSB.
(b) REPORTS ON FORM 8-K
The Company filed a Form 8-K on July 31, 2002 to report a change in
it's certifying accountants. On May 29, 2002, Arthur Andersen LLP
resigned as the independent public accountants of Pyramid Oil Company
(the "Company"). Arthur Andersen LLP has performed the audit of the
Company's financial statements from 1987 through December 31, 2001.
Arthur Andersen LLP also performed a review of the Company's Form
10-QSB for the quarter ended March 31, 2002. Singer Lewak Greenbaum
& Goldstein, LLP, were approved as its new independent accountants at
it's September 12, 2002 Annual Meeting of Shareholders.
ITEM 14. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in our filings under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules
and forms. Our chief executive officer and chief financial officer have
evaluated our disclosure controls and procedures within 90 days prior to the
filing of this annual report of Form 10-KSB and have determined that such
disclosure controls and procedures are effective.
There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the
date of their evaluation including any corrective actions with regard to
significant deficiencies and material weaknesses.
54
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 28, 2003 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 28, 2003
---------------------------
J. Ben Hathaway
JOHN H. ALEXANDER Director/Vice President March 28, 2003
---------------------------
John H. Alexander
THOMAS W. LADD Director March 28, 2003
---------------------------
Thomas W. Ladd
GARY L. RONNING Director March 28, 2003
---------------------------
Gary L. Ronning
Director March 28, 2003
---------------------------
John E. Turco
LEE G. CHRISTIANSON Corporate Secretary/ March 28, 2003
--------------------------- Principal Accounting Officer
Lee G. Christianson
PAGE <55>
Certification By Principal Executive Officer Pursuant
to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, J. Ben Hathaway, the President of Pyramid Oil Company (the registrant),
certify that:
1. I have reviewed this annual report on Form 10-KSB of Pyramid Oil Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
PAGE <56>
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: March 26, 2003
By: J. BEN HATHAWAY
-----------------------
J. Ben Hathaway
Chief Executive Officer
PAGE <57>
Certification By Principal Financial Officer Pursuant
to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Lee G. Christianson, the Chief Financial Officer of Pyramid Oil Company
(the registrant), certify that:
1. I have reviewed this annual report on Form 10-KSB of Pyramid Oil Company;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
PAGE <58>
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: March 26, 2003
By: LEE G. CHRISTIANSON
------------------------
Lee G. Christianson
Chief Financial Officer