<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-QSB
/X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
/ / For the quarterly period ended September 30, 1999
OR
Transition report pursuant to section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 0-5525
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PYRAMID OIL COMPANY
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-0787340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2008 - 21ST. STREET,
BAKERSFIELD, CALIFORNIA 93301
(Address of principal executive offices) (Zip Code)
(661) 325-1000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.
COMMON STOCK WITHOUT PAR VALUE 2,494,430
(Class) (Outstanding at September 30, 1999)
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<PAGE> 2
FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $307,036 $318,317
Trade accounts receivable 161,603 77,315
Crude oil inventory 38,371 38,371
Prepaid expenses 18,756 81,128
Deferred income taxes 75,050 73,350
------------ ------------
TOTAL CURRENT ASSETS 600,816 588,481
------------ ------------
PROPERTY AND EQUIPMENT, at cost
Oil and gas properties and equipment
(successful efforts method) 10,395,883 10,375,606
Drilling and operating equipment 3,177,722 3,177,722
Land, buildings and improvements 921,767 921,767
Automotive, office and other
property and equipment 1,043,062 1,036,459
------------ ------------
15,538,434 15,511,554
Less: accumulated depletion,
depreciation, amortization
and valuation allowance (13,844,194) (13,632,061)
------------ ------------
1,694,240 1,879,493
------------ ------------
$2,295,056 $2,467,974
============ ============
<FN> See Accompanying Notes to Financial Statements.
</TABLE>
<PAGE> 3
PYRAMID OIL COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 48,395 $ 52,975
Accrued professional fees 22,500 18,250
Accrued taxes, other than income taxes 9,969 27,704
Accrued payroll and related costs 32,616 25,191
Accrued royalties payable 73,045 42,331
Accrued insurance -- 23,756
Current maturities of long-term debt 17,604 17,604
Line of credit 21,650 100,000
------------ ------------
TOTAL CURRENT LIABILITIES 225,779 307,811
------------ ------------
LONG-TERM DEBT, net of current maturities 9,656 25,145
------------ ------------
DEFERRED INCOME AND OTHER TAXES 117,521 115,821
------------ ------------
COMMITMENTS (note 3)
STOCKHOLDERS' EQUITY:
Common stock-no par value;
10,000,000 authorized shares;
2,494,430 shares issued and
outstanding 1,071,610 1,071,610
Retained earnings 870,490 947,587
------------ ------------
1,942,100 2,019,197
------------ ------------
$2,295,056 $2,467,974
============ ============
<FN> See Accompanying Notes to Financial Statements.
</TABLE>
<PAGE> 4
PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
--------------------- ---------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES $403,579 $260,173 $929,690 $743,139
--------- --------- --------- ---------
COSTS AND EXPENSES:
Operating expenses 200,434 203,776 555,279 603,639
General and administrative 79,032 78,721 217,196 255,425
Taxes, other than income
and payroll taxes 12,479 16,775 41,263 48,986
Provision for depletion,
depreciation and
amortization 69,804 94,231 212,133 298,099
Other costs and expenses 1,513 3,203 9,116 12,651
--------- --------- --------- ---------
363,262 396,706 1,034,987 1,218,800
--------- --------- --------- ---------
OPERATING INCOME (LOSS) 40,317 (136,533) (105,297) (475,661)
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 3,005 16,430 9,276 26,114
Other income 15,365 8,300 26,165 18,294
Interest expense (2,342) (2,222) (6,116) (5,229)
--------- --------- --------- ---------
16,028 22,508 29,325 39,179
--------- --------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAX PROVISION 56,345 (114,025) ( 75,972) (436,482)
Income tax provision -- -- 1,125 1,133
--------- --------- --------- ---------
NET INCOME (LOSS) $ 56,345 $(114,025) $( 77,097) $(437,615)
========= ========= ========= =========
BASIC INCOME (LOSS)
PER COMMON SHARE $0.02 ($0.05) ($0.03) ($0.18)
========= ========= ========= =========
DILUTED INCOME (LOSS)
PER COMMON SHARE $0.02 ($0.05) ($0.03) ($0.18)
========= ========= ========= =========
Weighted average number of
common shares outstanding 2,494,430 2,494,430 2,494,430 2,494,430
========= ========= ========= =========
<FN> See Accompanying Notes to Financial Statements.
</TABLE>
<PAGE> 5 PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended September 30,
---------------------------
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $( 77,097) $(437,615)
Adjustments to reconcile net loss to net
cash used in operating activities:
Provision for depletion,
depreciation and amortization 212,133 298,099
Changes in assets and liabilities:
(Increase) decrease in trade
accounts receivable (84,288) 45,442
Decrease in prepaid expenses 62,372 57,793
Decrease in accounts payable
and accrued liabilities ( 3,682) (73,882)
--------- ---------
Net cash provided by (used in)
operating activities 109,438 (110,163)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (26,880) (199,780)
--------- ---------
Net cash used in investing activities (26,880) (199,780)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on line of credit (160,000) ( 62,596)
Proceeds from line of credit 81,650 100,000
Principal payments on long-term debt (15,489) (21,156)
--------- ---------
Net cash (used in) provided by
financing activities (93,839) 16,248
--------- ---------
Net decrease in cash (11,281) (293,695)
Cash at beginning of period 318,317 600,994
--------- ---------
Cash at end of period $307,036 $307,299
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the nine months for interest $6,116 $5,229
========= =========
Cash paid during the nine months for income taxes $1,125 $1,133
========= =========
<FN> See Accompanying Notes to Financial Statements.
</TABLE>
<PAGE> 6
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements include the accounts of Pyramid Oil Company (the
Company). Such financial statements included herein have been prepared by the
Company, without an audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
A summary of the Company's significant accounting policies is contained in its
December 31, 1998 Form 10-KSB which is incorporated herein by reference. The
financial data presented herein should be read in conjunction with the
Company's December 31, 1998 financial statements and notes thereto, contained
in the Company's Form 10-KSB.
In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of September 30, 1999 and the results of its operations
and its cash flows for the nine month periods ended September 30, 1999 and
1998. The results of operations for an interim period are not necessarily
indicative of the results to be expected for a full year.
(2) DIVIDENDS
No cash dividends were paid during the nine months ended September 30, 1999
and 1998.
(3) COMMITMENTS
Pursuant to a specific oil and gas lease with respect to the Carneros Creek
field, the Company is obligated to drill at least one well per year on this
lease. If the price of oil reaches $20 per barrel or above and continues for
a period of 60 consecutive days, the Company will thereafter be obligated to
drill at least one well per quarter on this property. The price of oil on
this lease was approximately $21.80 per barrel at November 10, 1999.
Failure to drill the necessary well(s) in the future will result in the
potential relinquishment of any undrilled or unproved acreage on this lease.
Any relinquishment would not affect wells already drilled and producing on
this lease. The Company drilled and completed a well on this lease in the
<PAGE> 7
first quarter of 1997. The Company did not drill a well or obtain a waiver of
this drilling commitment in 1998. The cost of drilling and completing a well
can vary significantly. The Company's total share of the costs of drilling
and completing the one well on this lease in 1997 was approximately $256,000.
During 1998, the Company entered into a joint venture agreement to participate
as a non-operator in the development of gas wells in Solano County,
California. The Company's share of costs for this project in 1998 were
$14,200 and estimated costs for completion of the project in 1999 are
approximately $72,000.
During the fourth quarter of 1998, the Company was notified by the United
States Environmental Protection Agency of its potential liability for waste
material it disposed of at the Casmalia Disposal Site in Santa Barbara County,
California. Management does not believe that the Company will be liable for
any costs for the remediation of the Casmalia Disposal Site.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
IMPACT OF CHANGING PRICES
The Company's revenue is affected by crude oil prices paid by the major oil
companies. Crude oil prices plummeted during the first quarter of 1998 and
remained at historic lows throughout 1998 and continuing into the first
quarter of 1999. Crude oil prices rebounded during the second and third
quarters of 1999. Average equivalent crude oil prices for the second and
third quarters of 1999 increased by approximately $3.00 and $7.00 per barrel,
respectively, when compared with the same periods for 1998. Average crude oil
prices for the first nine months of 1999 increased by approximately $2.70 per
equivalent barrel when compared with the same period for 1998. At the end of
the third quarter of 1999, crude oil prices increased by approximately $13.75
per barrel when compared with crude oil prices at December 31, 1998. The
Company cannot predict the future course of crude oil prices.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $11,281 for the nine months ended
September 30, 1999. During the first nine months of 1999, operating
activities increased cash flows by $109,438. Capital expenditures and net
principal payments on long-term debt for the first nine months of 1999,
reduced cash flows by a combined total of $120,719. See the Statements of
Cash Flows for additional detailed information.
During the last ten years, crude oil prices have fluctuated dramatically.
Thus, the Company has continued with its approach of focusing on its most
profitable properties to optimize the Company's resources. Cost reductions
<PAGE> 8
and consolidations in all areas of operations have been maintained to conserve
capital. In prior years, the Company shut-in or reduced operations on certain
oil and gas properties that were uneconomic.
FORWARD LOOKING INFORMATION
Crude oil prices have decreased by 75 cents per barrel since September 30,
1999. Crude oil prices continue to remain unstable and unpredictable. With
the continuing crude oil market uncertainty, management feels that it must
continue to reduce costs. Except for a specific commitment mentioned above,
the majority of all developmental and capital expenditures are being deferred
at this time.
The Company has reviewed the compliance of its computer systems for year 2000
readiness. The Company's main accounting software has been updated by it's
third-party vendor to be compliant with the year 2000. This update will be
installed in the fourth quarter of 1999. There was no additional cost for this
update to the Company's main accounting software. All of the Company's
hardware and it's network software, with the exception of the network file
server, is currently compliant with the year 2000. The Company's network file
server will either be replaced or upgraded to comply with the year 2000. The
Company does not believe that the efforts and the costs to be fully compliant
for the year 2000 will be material. The Company is not aware of any
third-party issues regarding year 2000 readiness. The Company has no computer
systems that interface electronically with third-party computer systems. The
Company does not have any electronic micro-controllers for any of it's
equipment that is used for it's field operations. The Company has not
identified any potential material lost revenue as a result of any
non-compliance with the year 2000 issues. In the worst case scenario, the
Company is of the opinion that the existing computer systems will be adequate
come January 1, 2000. However, the Company continues to believe that it will
be fully compliant with the year 2000 issues.
<PAGE> 9
ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1999
COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 1998
REVENUES
Oil and gas sales increased by 55% for the three months ended September 30,
1999 when compared with the same period for 1998. Oil and gas sales increased
by 60% due to higher average crude oil prices for the third quarter of 1999.
The average price of the Company's oil and gas for the third quarter of 1999
increased by approximately $7.00 per equivalent barrel when compared to the
same period of 1998. Revenues decreased by 5% due to lower production of
crude oil. The Company's net revenue share of crude oil production decreased
by approximately 13 barrels per day for the third quarter of 1999.
OPERATING EXPENSES
Operating expenses decreased by approximately 2% for the third quarter of
1999. The cost to produce an equivalent barrel of crude oil decreased by
thirty cents per barrel for the third quarter of 1999 when compared with the
third quarter of 1998.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization for the three
months ended September 30, 1999, was favorable by 26% due primarily to lower
depletion charges for 1999. The estimated depletion rate for 1999 is lower
due to the reduction in the carrying value of certain oil and gas properties
at December 31, 1998. The Company recorded an impairment in the fourth
quarter of 1998, under 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.
<PAGE> 10
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998
REVENUES
Oil and gas sales increased by 25% for the nine months ended September 30,
1999 when compared with the same period for 1998. Oil and gas sales increased
due to higher average crude oil prices for the first nine months of 1999. The
average price of the Company's oil and gas for the first nine months of 1999
increased by approximately $2.70 per equivalent barrel when compared with the
same period for 1998.
OPERATING EXPENSES
Operating expenses decreased by 8% for the nine months ended September 30,
1999. The cost to produce an equivalent barrel of crude oil decreased by
approximately seventy-six cents per barrel for the nine months ended September
30, 1999. Operating costs decreased due primarily to the continuing shut-in
of certain unprofitable oil and gas properties, reductions in maintenance
activities on company owned equipment, reductions in field personnel and a
general reduction in costs due to lower levels of activities in all cost
categories.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses decreased by 15% for the first nine months
of 1999 when compared with the same period for 1998. Professional fees
decreased by 11% for the nine months ended September 30, 1999 due to lower
costs for legal and accounting services.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization for the nine months
ended September 30, 1999, was favorable by 29% due primarily to lower
depletion charges for 1999. The estimated depletion rate for 1999 is lower
due to the reduction in the carrying value of certain oil and gas properties
at December 31, 1998. The Company recorded an impairment in the fourth
quarter of 1998, under 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.
<PAGE> 11
PYRAMID OIL COMPANY
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
None
Item 2. - Changes in Securities
None
Item 3. - Defaults Upon Senior Securities
None
Item 4. - Submission of Matters to a Vote of Security Holders
None
Item 5. - Other Information -
None
Item 6. - Exhibits and Reports on Form 8-K -
No Form 8-K's were filed during the three months
ended September 30, 1999.
<PAGE> 12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
PYRAMID OIL COMPANY
(registrant)
Dated: November 10, 1999 J. BEN HATHAWAY
---------------------
J. Ben Hathaway
President
Dated: November 10, 1999 JOHN H. ALEXANDER
---------------------
John H. Alexander
Vice President
<PAGE> 13
EXHIBIT INDEX
Exhibit
No. Description
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27 Financial Data Schedule
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] SEP-30-1999
[CASH] 307,036
[SECURITIES] 0
[RECEIVABLES] 165,603
[ALLOWANCES] 4,000
[INVENTORY] 38,371
[CURRENT-ASSETS] 600,816
[PP&E] 15,538,434
[DEPRECIATION] 13,844,194
[TOTAL-ASSETS] 2,295,056
[CURRENT-LIABILITIES] 225,779
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 1,071,610
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 2,295,056
[SALES] 929,690
[TOTAL-REVENUES] 965,131
[CGS] 767,412
[TOTAL-COSTS] 1,025,871
[OTHER-EXPENSES] 9,116
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 6,116
[INCOME-PRETAX] (75,972)
[INCOME-TAX] 1,125
[INCOME-CONTINUING] (77,097)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (77,097)
[EPS-BASIC] (0.03)
[EPS-DILUTED] (0.03)
</TABLE>
