1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2009
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 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 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 whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files) Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
2
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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.
(Class) (Outstanding at June 30,2009)
COMMON STOCK WITHOUT PAR VALUE 4,677,728
3
PYRAMID OIL COMPANY
FORM 10-Q
JUNE 30, 2009
Table of Contents
Page
----
PART I
Item 1. Financial Statements
Balance Sheets - June 30, 2009 and December 31, 2008 4
Condensed Statements of Operations -
Three months ended June 30, 2009 and 2008 6
Six months ended June 30, 2009 and 2008 8
Condensed - Statements of Cash Flows -
Six months ended June 30, 2009 and 2008 10
Notes to Financial Statements 12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 24
Item 4. Controls and Procedures 24
PART II
Item 1. Legal Proceedings 25
Item 1A. Risk Factors 25
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 25
Item 3. Defaults Upon Senior Securities 25
Item 4. Submission of Matters to a Vote of Security Holders 25
Item 5. Other Information 25
Item 6. Exhibits 26
4
PART I - FINANCIAL STATEMENTS
Item 1. Financial Statements
PYRAMID OIL COMPANY
BALANCE SHEETS
ASSETS
June 30,
2009 December 31,
(Unaudited) 2008
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,009,273 $1,793,563
Short-term investments 3,325,389 2,789,099
Trade accounts receivable 286,581 213,588
Income taxes receivable 60,555 --
Crude oil inventory 80,832 82,025
Prepaid expenses and other assets 87,787 186,353
Deferred income taxes 195,800 108,000
------------ ------------
TOTAL CURRENT ASSETS 5,046,217 5,172,628
------------ ------------
PROPERTY AND EQUIPMENT, at cost
Oil and gas properties and equipment
(successful efforts method) 15,922,218 15,755,472
Capitalized asset retirement costs 382,550 382,550
Drilling and operating equipment 2,109,993 2,109,993
Land, buildings and improvements 1,065,371 1,065,371
Automotive, office and other
property and equipment 1,163,076 1,162,324
------------ ------------
20,643,208 20,475,710
Less: accumulated depletion,
depreciation, amortization
and valuation allowance (16,465,613) (16,147,157)
------------ ------------
4,177,595 4,328,553
------------ ------------
OTHER ASSETS
Deposits 250,000 250,000
Deferred income taxes 428,245 509,245
Other assets 17,013 17,013
------------ ------------
$ 9,919,070 $10,277,439
============ ============
The Accompanying Notes Are an Integral Part of These Financial Statements.
5
PYRAMID OIL COMPANY
BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30,
2009 December 31,
(Unaudited) 2008
------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 54,429 $ 40,820
Accrued professional fees 76,871 130,261
Accrued taxes, other than income taxes -- 76,222
Accrued payroll and related costs 89,276 50,451
Accrued royalties payable 146,561 132,472
Accrued insurance 21,865 59,096
Accrued income taxes -- 239,815
Current maturities of long-term debt 24,371 23,901
------------ ------------
TOTAL CURRENT LIABILITIES 413,373 753,038
------------ ------------
LONG-TERM DEBT, net of current maturities 8,336 20,640
------------ ------------
LIABILITY FOR ASSET RETIREMENT OBLIGATION 1,163,504 1,151,706
------------ ------------
COMMITMENTS (Note 3)
STOCKHOLDERS' EQUITY:
Preferred stock - no par value;
10,000,000 authorized shares;
no shares issued or outstanding -- --
Common stock - no par value;
50,000,000 authorized shares;
4,677,728 shares issued and
outstanding 1,515,945 1,306,010
Retained earnings 6,817,912 7,046,045
------------ ------------
8,333,857 8,352,055
------------ ------------
$ 9,919,070 $10,277,439
============ ============
The Accompanying Notes Are an Integral Part of These Financial Statements.
6 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended June 30,
---------------------------
2009 2008
------------ ------------
REVENUES $ 801,901 $2,123,186
------------ ------------
COSTS AND EXPENSES:
Operating expenses 325,189 461,477
General and administrative 229,797 209,088
Severance award agreement 209,935 --
Taxes, other than income
and payroll taxes 32,486 21,100
Provision for depletion,
depreciation and amortization 160,142 191,239
Accretion expense 5,932 5,811
Other costs and expenses 45,975 56,020
------------ ------------
1,009,456 944,735
------------ ------------
OPERATING INCOME (LOSS) (207,555) 1,178,451
------------ ------------
OTHER INCOME (EXPENSE):
Interest income 21,395 19,934
Other income 3,600 9,152
Interest expense (358) (593)
------------ ------------
24,637 28,493
------------ ------------
INCOME (LOSS) BEFORE INCOME
TAX PROVISION (BENEFIT) (182,918) 1,206,944
Income tax provision (benefit)
Current ( 34,200) 182,850
Deferred (109,800) 116,100
----------- ------------
(144,000) 298,950
------------ ------------
NET INCOME (LOSS) $( 38,918) $907,994
============ ============
The Accompanying Notes are an Integral Part of These Financial Statements.
7 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended June 30,
---------------------------
2009 2008
------------ ------------
EARNINGS PER COMMON SHARE
Basic Income (Loss)
Per Common Share $(0.01) $ 0.19
============ ============
Diluted Income (Loss)
Per Common Share $(0.01) $ 0.19
============ ============
Weighted average number
of common shares outstanding 4,677,728 4,677,728
============ ============
Diluted average number
of common shares outstanding 4,677,728 4,677,728
============ ============
The Accompanying Notes are an Integral Part of These Financial Statements.
8 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Six months ended June 30,
---------------------------
2009 2008
------------ ------------
REVENUES $1,395,946 $3,713,082
------------ ------------
COSTS AND EXPENSES:
Operating expenses 676,539 884,283
Exploration costs -- ( 28,812)
General and administrative 455,102 441,600
Severance award agreement 209,935 --
Taxes, other than income
and payroll taxes 80,784 56,610
Provision for depletion,
depreciation and amortization 318,456 354,059
Accretion expense 11,798 11,621
Other costs and expenses 70,145 75,572
------------ ------------
1,822,759 1,794,933
------------ ------------
OPERATING INCOME (LOSS) (426,813) 1,918,149
------------ ------------
OTHER INCOME (EXPENSE):
Interest income 47,870 42,011
Other income 7,200 18,814
Interest expense (773) (1,234)
------------ ------------
54,297 59,591
------------ ------------
INCOME (LOSS) BEFORE INCOME
TAX PROVISION (BENEFIT) (372,516) 1,977,740
Income tax provision (benefit)
Current (137,583) 274,475
Deferred ( 6,800) ( 39,000)
----------- ------------
(144,383) 235,475
------------ ------------
NET INCOME (LOSS) $ (228,133) $1,742,265
============ ============
The Accompanying Notes are an Integral Part of These Financial Statements.
9 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Six months ended June 30,
---------------------------
2009 2008
------------ ------------
EARNINGS PER COMMON SHARE
Basic Income (Loss)
Per Common Share $(0.05) $ 0.37
============ ============
Diluted Income (Loss)
Per Common Share $(0.05) $ 0.37
============ ============
Weighted average number
of common shares outstanding 4,677,728 4,677,728
============ ============
Diluted average number
of common shares outstanding 4,677,728 4,677,728
============ ============
The Accompanying Notes are an Integral Part of These Financial Statements.
10 PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30,
---------------------------
2009 2008
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (228,133) $1,742,265
Adjustments to reconcile net income (loss)
to cash provided by (used in)
operating activities:
Provision for depletion,
depreciation and amortization 318,456 354,059
Accretion expense 11,798 11,621
Exploration costs -- ( 28,812)
Severance award agreement 209,935 ( 1,600)
Deferred taxes ( 6,800) ( 39,000)
Changes in assets and liabilities:
Increase in trade accounts, interest
and income taxes receivable (133,548) (415,879)
Decrease (increase) in crude oil inventories 1,193 (3,559)
Decrease in prepaid expenses 98,466 86,521
(Decrease) increase in accounts
Payable and accrued liabilities (340,135) 6,539
--------- ---------
Net cash (used in) provided by
operating activities ( 68,768) 1,712,155
--------- ---------
The Accompanying Notes Are an Integral Part of These Financial Statements.
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PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six months ended June 30,
---------------------------
2009 2008
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $(167,498) $(908,263)
Purchases of short-term investments (500,000) --
Increase in short-term investments ( 36,290) ( 26,346)
-------- ---------
Net cash (used in) investing activities (703,788) (934,609)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans to employees (1,100) (2,100)
Principal payments from loans to employees 1,200 1,500
Principal payments on long-term debt ( 11,834) ( 13,969)
-------- --------
Net cash (used in) financing activities (11,734) (14,569)
-------- --------
Net (decrease) increase in cash (784,290) 762,977
Cash at beginning of period 1,793,563 618,448
--------- ---------
Cash at end of period $1,009,273 $1,381,425
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the six months for interest $ 773 $ 1,234
======== ========
Cash paid during the six months for income taxes $162,787 $230,085
======== ========
The Accompanying Notes Are an Integral Part of These Financial Statements.
12 PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2009
(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, 2008 Form 10-K which is incorporated herein by reference. The
financial data presented herein should be read in conjunction with the
Company's December 31, 2008 financial statements and notes thereto, contained
in the Company's Form 10-K.
In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of June 30, 2009 and December 31, 2008 and the results
of its operations and its cash flows for the three and six month periods ended
June 30, 2009 and 2008. The results of operations for an interim period are
not necessarily indicative of the results to be expected for a full year.
Income taxes: When tax returns are filed, it is highly certain that some
positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken
or the amount of the position that would be ultimately sustained. The benefit
of a tax position is recognized in the financial statements in the period
during which, based on all available evidence, management believes it is more
likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any. Tax
positions taken are not offset or aggregated with other positions. Tax
positions that meet the more-likely-than-not recognition threshold are
measured as the largest amount of tax benefit that is more than 50 percent
likely of being realized upon settlement with the applicable taxing authority.
The portion of the benefits associated with tax positions taken that exceeds
the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheets along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination.
Interest associated with unrecognized tax benefits are classified as interest
expense and penalties are classified in selling, general and administrative
expenses in the statements of income.
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2. Impact of Recent Accounting Pronouncements
In April 2009, the FASB issued three related FASB Staff Positions: (i) FSP FAS
No. 115-2 and FAS No. 124-2, Recognition and Presentation of Other-Than-
Temporary Impairments (FSP FAS 115-2 and FAS 124-2); (ii) FSP FAS No. 107-1
and Accounting Principles Board Opinion (APB) No. 28-1, Interim Disclosures
about Fair Value of Financial Instruments (FSP FAS 107-1 and APB 28-1), and;
(iii) FSP FAS No. 157-4, Determining the Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4), which are
effective for interim and annual reporting periods ending after June 15, 2009.
FSP FAS 115-2 and FAS 124-2 amend the other-than-temporary impairment guidance
in GAAP for debt securities to modify the requirement for recognizing other-
than-temporary impairments, change the existing impairment model and modify
the presentation and frequency of related disclosures. FSP FAS 107-1 and APB
28-1 require disclosures about fair value of financial instruments for interim
reporting periods as well as in annual financial statements. FSP FAS 157-4
provides additional guidance for estimating fair value in the current economic
environment and reemphasizes that the objective of a fair value measurement
remains an exit price. If we were to conclude that there has been a
significant decrease in the volume and level of activity of the asset or
liability in relation to normal market activities, quoted market values may
not be representative of fair value and we may conclude that a change in
valuation technique or the use of multiple valuation techniques may be
appropriate in accordance with SFAS No. 157. These pronouncements are not
expected to have a material impact on our operations and financial condition.
In April 2009, the FASB issued FSP SFAS No. 141R-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies. FSP SFAS 141R-1 amends the guidance in SFAS 141R relating to
the initial recognition and measurement, subsequent measurement and accounting
and disclosures of assets and liabilities arising from contingencies in a
business combination. FSP SFAS 141R is effective for fiscal years beginning
after December 15, 2008. We adopted FSP SFAS 141R as of the beginning of
fiscal 2009. We will apply the requirements of FSP FAS 141R-1 prospectively
to any future acquisitions.
In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165), which
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued
or are available to be issued. The provisions of SFAS 165 are effective for
interim and annual reporting periods ending after June 15, 2009. The adoption
of SFAS 165 did not have any impact on our financial statements. The
subsequent events have been evaluated through August 14, 2009, which was the
date the Financial Statements were issued.
In June 2009, the FASB approved the FASB Accounting Standards Codification
(Codification), which launched on July 1, 2009, and will be effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009. The Codification is not expected to change GAAP, but will
combine all authoritative standards into a comprehensive, topically organized
online database. After the Codification launch on July 1, 2009 only one level
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of authoritative GAAP exists, other than guidance issued by the SEC. All
other accounting literature excluded from the Codification will be considered
non-authoritative. We are currently evaluating the potential effect on the
financial statements.
3. Dividends
No cash dividends were paid during the six months ended June 30, 2009 and
2008.
4. Income Taxes
The Company adopted the provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, on January 1, 2007. As a result of the
implementation of FIN 48, the Company made a comprehensive review of its
portfolio of tax positions in accordance with recognition standards
established by FIN 48. As a result of the implementation of Interpretation
48, the Company recognized no material adjustments to liabilities or
stockholders equity.
The Company files income tax returns in the U.S. federal jurisdiction,
California and New York states. With few exceptions, the Company is no longer
subject to U.S. federal tax examination for the years before 2004. State
jurisdictions that remain subject to examination range from 2003 to 2007. The
Company does not believe there will be any material changes in its
unrecognized tax positions over the next 12 months.
The Company policy is to recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense. As of the
date of adoption of FIN 48, the Company did not have any accrued interest or
penalties associated with any unrecognized tax benefits, nor was any interest
expense recognized during the quarter.
5. Commitments
In February 2002, the Company entered into an employment agreement with
John H. Alexander pursuant to which Mr. Alexander agreed to serve as the
Company's Vice President. On June 3, 2004, Mr. Alexander was appointed as the
Company's President and Chief Executive Officer. The employment agreement is
for an initial term of six years, which term automatically renews annually if
written notice is not tendered.
Pursuant to the employment agreement, the Company may terminate Mr.
Alexander's employment with or without cause at any time before its term
expires upon providing written notice. In the event the Company terminates
Mr. Alexander's employment without cause, Mr. Alexander would be entitled to
receive a severance amount equal to his annual base salary and benefits for
the balance of the term of his employment agreement. In the event of
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termination by reason of Mr. Alexander's death or permanent disability, his
legal representative will be entitled to receive his annual salary and
benefits for the remaining term of his employment agreement. In the event of,
or termination following, a change in control of the Company, as defined in
the agreement, Mr. Alexander would be entitled to receive his annual salary
and benefits for the remainder of the term of his agreement. In the event
that Mr. Alexander is terminated the Company would incur approximately
$600,000 in costs.
6. Income Tax Provision
Income tax benefits of $144,383 were realized by the Company for the first
six months of 2009, due primarily to a net loss before income tax benefit of
$372,516 for the six months ended June 30, 2009. The income tax provision of
$235,475 for the six months ended June 30, 2008 is due primarily to a net
income of $1,977,740 before income tax provision for the six months ended June
30, 2008.
Net income tax benefit for the first six months ended June 30, 2009 was
calculated as follows:
Federal State Total
-------- --------- --------
Current tax provision $(115,000) $(22,583) $(137,583)
Deferred tax benefit ( 5,800) ( 1,000) ( 6,800)
------- ------- -------
$(120,800) $(23,583) $(144,383)
======= ====== =======
Deferred income taxes are recognized using the asset and liability method by
applying income tax rates to cumulative temporary differences based on when
and how they are expected to affect the tax returns. Deferred tax assets and
liabilities are adjusted for income tax rate changes. Deferred income tax
assets have been offset by a valuation allowance of $1,762,000 as of June 30,
2009. Management reviews deferred income taxes regularly throughout the year,
and accordingly makes any necessary adjustments to properly reflect the
valuation allowance based upon current financial trends and projected results.
The first quarter tax provision was based on one quarter of the full year
estimate due to the inability to accurately calculate certain tax temporary
differences at that time. As of the second quarter such calculations have
been made.
16
7. Stock Split
On June 5, 2008, the Company's Board of Directors approved a 5 for 4 stock
split payable on July 3, 2008, to shareholders of record as of June 24, 2008.
The effective date of the split is July 7, 2008.
Common Stock
---------
Shares outstanding at June 30, 2008 3,741,721
Shares issued 5 for 4 stock split July 3, 2008 936,007
---------
Shares outstanding at July 7, 2008 4,677,728
=========
All share and per share data for the periods presented have been retroactively
restated to reflect this stock split.
8. Severance Award Agreements
On June 4, 2009, the Company and John Alexander entered into a Severance
Award Agreement pursuant to which the Company awarded Mr. Alexander a
supplemental payment in connection with his future severance of employment
with the Company and recorded an increase to stockholders' equity of $209,935.
Pursuant to the Severance Award Agreement and following the termination of Mr.
Alexander's employment, he will be entitled to receive (at the Company's
option) 25,000 shares of the Company's common stock or the then-fair market
value of the shares. As of June 30, 2009, the Company intends to deliver
the Company's common shares for the Severance Award; therefore, in accordance
with SFAS 123(R), management has classified the share-based compensation as
stockholders' equity at June 30, 2009.
9. Incentive and Retention Plan
On January 9, 2007, the Company's Board of Directors adopted an Incentive and
Retention Plan pursuant to which the Company's officers and other employees
selected by the Company's Compensation Committee are entitled to receive
payments if they are employed by the Company as of the date of a 'Corporate
Transaction,' as defined in the Incentive and Retention Plan. A 'Corporate
Transaction' includes certain mergers involving the Company, sales of Company
assets, and other changes in the control of the Company, as specified in the
Incentive and Retention Plan. In general, the amount that is payable to each
plan participant will equal the number of plan units that have been granted to
him or her, multiplied by the increase in the value of the Company between
January 9, 2007 and the date of a Corporate Transaction. There has been no
Corporate Transaction since the adoption of the Incentive and Retention Plan.
17
10. 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 (Santa Fe Energy
lease) 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 $79,000 during the first six
months of 2009.
11. Investor Relations Consultants
On March 12, 2008, the Company entered into an agreement with Pfeiffer High
Investor Relations, Inc. (PHIR) pursuant to which PHIR will serve as an
investor relations consultant to the Company. PHIR will receive a monthly fee
of $5,000 and will be reimbursed for approved out-of-pocket expenses. The
agreement also provides for the payment of a 1.5% finder's fee to PHIR upon
the closing of a specified transaction, such as a merger, a sale of assets or
a sale of equity securities, if PHIR is responsible for initiating the
transaction.
The Company and PHIR mutually decided to extend the agreement after its
initial six-month term, the Company granted to PHIR's two principals, fully
vested warrants to purchase a total of 25,000 shares of the Company's common
stock at an exercise price of $3.20 per share. The warrants will have a
two-year term, will be assignable and will have piggyback registration rights
and cashless exercise provisions. See Note 12.
The Company and PHIR verbally agreed to extend the arrangement on a
month-to-month basis. Effective April 1, 2009, the Company and PHIR verbally
agreed to reduce the monthly fee from $5,000 to $2,500.
18
12. Warrants Issued
The Company issued warrants to purchase common shares of the Company as
compensation for consulting services. The value of warrants issued for
compensation is accounted for as a non-cash expense to the Company at the fair
value of the warrants issued. The Company values the warrants at fair value
as calculated by using the Black-Scholes option-pricing model.
The following table summarizes the warrant activity for the six months ended
June 30, 2009:
Number Weighted-Average
(Unaudited) of Warrants Exercise Price
----------- ----------------
Outstanding, December 31, 2008 25,000 $3.20
Granted -- --
Exercised -- --
Cancelled -- --
------ ----
Outstanding, June 30, 2009 25,000 $3.20
====== ====
The following summarizes the warrants issued, outstanding and exercisable as
of June 30, 2009:
Grant Date November, 2008
Strike Price $3.20
Expiration Date November, 2010
Warrants Remaining 25,000
Proceeds if Exercised $80,000
Call Feature None
13. Fair Value
Effective January 1, 2009, we adopted SFAS No. 157 for our nonfinancial assets
and nonfinancial liabilities measured on a non-recurring basis. We adopted
the provisions of SFAS No. 157 for measuring the fair value of our financial
assets and liabilities during 2008. As defined in SFAS No. 157, fair value is
the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the
measurement date. We utilize market data or assumptions that we believe
market participants would use in pricing the asset or liability, including
assumptions about risk and the risks inherent in the inputs to the valuation
technique. SFAS No. 157 establishes a three-tiered fair value hierarchy which
prioritizes the inputs used in measuring fair value as follows:
Level 1 - Observable inputs such as quoted prices in active markets;
Level 2 - Inputs, other than quoted prices, that are observable for the
PAGE <19>
asset or liability, either directly or indirectly. These include quoted prices
for similar assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are not active; and
Level 3 - Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own assumptions.
The carrying amount of our cash and equivalents, short term investments, and
accounts payable reported in the condensed consolidated balance sheets
approximates fair value because of the short maturity of those instruments.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD LOOKING INFORMATION
Looking forward into the balance of fiscal 2009, crude oil prices have
increased by fifty cents per barrel.
The Company announced in March 2009 that it had participated with its Texas
joint venture partners in re-entry operations on a joint venture well and
expected the operations to be finished by the end of March. Well bore
conditions encountered in the bottom section of the re-entry required a change
in the operations, which included the drilling of a side tack section in the
bottom of the well. The new section encountered approximately twice the
amount of gas zone than had been expected. The joint venture partners
currently are awaiting recommendations from the operator as to completion
stimulation procedures, which may involve a hydraulic frac of the well.
The Company is currently evaluating a potential investment in a 1,900-acre
joint venture drilling prospect located in the state of Louisiana. The
prospect involves drilling a 12,000-foot exploratory well for oil and gas. If
the Company enters into this joint venture, its participation likely will be
in the 10 to 12 percent range.
In mid October 2008 the Company postponed a developmental well in the
Company's Carneros Creek field, located in Kern County California. Management
intends to re-evaluate the possibility of drilling this well sometime in the
second half of 2009.
The Company was well prepared for, and is effectively managing, the present
economic downturn, as management positioned the Company with no debt and
significant cash reserves. Management continues to believe that during the
next 12 months there will be an expanding range of opportunities to invest in
oil and gas assets at more attractive valuations than have been available
during the past several years.
The Company's growth in 2009 will be highly dependant on the amount of success
the Company has in its operations and capital investments, including the
outcome of wells that have not yet been drilled. The Company's capital
20
investment program may be modified during the year due to explorations and
development successes or failures, market conditions and other variables. The
production and sales of oil and gas involves many complex processes that are
subject to numerous uncertainties, including reservoir risk, mechanical
failures, human error and market conditions.
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. The drilling of a new well and
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 2009, by drilling new wells and 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 2008 and for the six months ended June 30, 2009. 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.
Portions of the Quarterly Report, including Management's Discussion and
Analysis, contain forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company's actual results
and performance in future periods to be materially different from any future
results or performance suggested in forward-looking statements in this
release. Such forward-looking statements speak only as of the date of this
report and the Company expressly disclaims any obligation to update or revise
any forward-looking statements found herein to reflect any changes in Company
expectations or results or any change in events. Factors that could cause
results to differ materially include, but are not limited to: the timing and
extent of changes in commodity prices of oil, gas and electricity,
environmental risk, drilling and operational costs, uncertainties about
estimates of reserves and government regulations.
21
ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2009
COMPARED TO THE QUARTER ENDED JUNE 30, 2008
REVENUES
The decrease in revenues of $1,321,285 is due to lower average prices for the
second quarter of 2009 and lower crude oil production. Oil and gas revenues
decreased by 62% for the three months ended June 30, 2009 when compared with
the same period for 2008. Oil and gas revenues decreased by 43% due to lower
average crude oil prices for the second quarter of 2009. The average price of
the Company's oil and gas for the second quarter of 2009 decreased by
approximately $62.53 per equivalent barrel when compared to the same period of
2008. Revenues decreased by 19% due to lower crude oil production/shipments.
The Company's net revenue share of crude oil production/sales decreased by
approximately 3,500 barrels for the second quarter of 2009. The decrease in
crude oil production is primarily the result of the decline in production on
the Company's Anderson lease.
OPERATING EXPENSES
Operating expenses decreased by $136,288 for the second quarter of 2009.
Operating expenses decreased by 30% for the second quarter of 2009. The cost
to produce an equivalent barrel of crude oil during the second quarter of
2009 was approximately $22.34 per barrel, a decrease of approximately $3.22
per barrel when compared with production costs for the second quarter of 2008.
The decrease in lease operating expenses is caused by many factors. These
include lower costs for labor, equipment fuel, parts and supplies, equipment
rental and pump repairs
Company labor as a component of total operating expenses decreased by
approximately 7% due to a reduction in overtime hours worked, a reduction in
hourly labor rates and a reduction in personnel. Equipment fuel as a
component of total operating expenses was lower by approximately 6% due to
lower overall maintenance activities and lower prices for gasoline and diesel
during the second quarter of 2009. Parts and supplies as a component of total
operating expenses decreased by approximately 5% due to a reduction in
maintenance activities. The Company has reduced its maintenance activities as
a result of the lower crude oil sales prices. Pump repairs as a component of
total operating expenses were lower by approximately 4% due to the decline in
maintenance work in the second quarter of 2009 and the replacement of
down-hole pumps in prior years with more expensive pumps that are more
efficient and have better longevity.
22
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased by $20,709 for the second
quarter of 2009 when compared with the same period for 2008. During the
second quarter of 2009, the Board of Directors approved the payment of a bonus
to Mr. Alexander of $25,000. No bonus was paid during the second quarter of
2008.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by
$31,097. The provision for depletion, depreciation and amortization decreased
by approximately 16% for the second quarter of 2009, when compared with the
same period for 2008. The decrease is due primarily to a decrease in
depletion of the Company's oil and gas properties. The decrease in depletion
is due primarily to a decrease in crude oil production for the second quarter
of 2009.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009
COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2008
REVENUES
The decrease in revenues of $2,317,136 is due to lower average prices for the
first six months of 2009 and lower crude oil production. Oil and gas revenues
decreased by 62% for the six months ended June 30, 2009 when compared with the
same period for 2008. Oil and gas revenues decreased by 47% due to lower
average crude oil prices for the first six months of 2009. The average price
of the Company's oil and gas for the first six months of 2009 decreased by
approximately $58.10 per equivalent barrel when compared to the same period of
2008. Revenues decreased by 15% due to lower crude oil production/shipments.
The Company's net revenue share of crude oil production/sales decreased by
approximately 5,500 barrels for the first six months of 2009. The decrease in
crude oil production is primarily the result of the decline in production on
the Company's Anderson lease.
OPERATING EXPENSES
Operating expenses decreased by $207,744 for the first six months of 2009.
Operating expenses decreased by 24% for the first six months of 2009. The
cost to produce an equivalent barrel of crude oil during the first half of
2009 was approximately $22.66 per barrel, a decrease of approximately $2.31
per barrel when compared with production costs for the same period of 2008.
The decrease in lease operating expenses is caused by many factors. These
include lower costs for parts and supplies, equipment fuel, labor, and pump
repairs.
23
Parts and supplies as a component of total operating expenses decreased by
approximately 6% due to a reduction in maintenance activities during the first
half of 2009. The Company has reduced its maintenance activities as a result
of the lower crude oil sales prices. Equipment fuel as a component of total
operating expenses was lower by approximately 5% due to lower overall
maintenance activities and lower prices for gasoline and diesel for the first
six months of 2009. Company labor as a component of total operating expenses
decreased by approximately 4% due to a reduction in overtime hours worked, a
reduction in hourly labor rates and a reduction in personnel. Pump repairs as
a component of total operating expenses were lower by approximately 4% due to
the decline in maintenance work in the first half of 2009 and the replacement
of down-hole pumps in prior years with more expensive pumps that are more
efficient and have better longevity.
EXPLORATION COSTS
In the first quarter of 2008, the Company received a payment, from its joint
venture partner, in the amount of $28,812 for its share of certain tangible
completion equipment on an exploratory well that had been abandoned in 2006.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased by $13,502 for the first six
months of 2009 when compared with the same period for 2008. During June of
2009, the Board of Directors approved the payment of a bonus to Mr. Alexander
of $25,000. No bonus was paid during the first six months of 2008. Salaries
increased by approximately $17,000 due to salary increases that were effective
June 1, 2008. This was offset by lower costs for accounting services of
approximately $29,000 due primarily to lower costs incurred for SOX-404
Internal Control Compliance and tax related matters.
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization decreased by
$35,603. The provision for depletion, depreciation and amortization decreased
by approximately 10% for the first six months of 2009, when compared with the
same period for 2008. The decrease is due primarily to a decrease in
depletion of the Company's oil and gas properties. The decrease in depletion
is due primarily to a decrease in crude oil production for the six months of
2009.
24
LIQUIDITY AND CAPITAL RESOURCES
Cash decreased by $784,290 for the six months ended June 30, 2009. During the
first half of 2009, operating activities used cash of $68,768. Additional
cash was used for the purchase of short-term investments of $500,000, capital
spending of $167,498 and payments on long-term debt of $11,834. See the
Statements of Cash Flows for additional detailed information. The Company had
available a line of credit of $500,000 and short-term investments of
$3,325,389 that provided additional liquidity during the first six months of
2009.
IMPACT OF CHANGING PRICES
The Company's revenue is affected by crude oil prices paid by the major oil
companies. Average crude oil prices for the first six of 2009 decreased
by approximately 62% ($58.10 per equivalent barrel) when compared with the
same period for 2008. The Company cannot predict the future course of crude
oil prices.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
Item 4. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer have concluded, based
on their evaluation as of the end of the period covered by this report, that
our disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) and 15d-15(e)) are effective to ensure that
information required to be disclosed in the reports that we file or submit
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, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.
There was no change in our internal control over financial reporting that
occurred during the three months ended June 30, 2009 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
25
PYRAMID OIL COMPANY
PART II - OTHER INFORMATION
Item 1. - Legal Proceedings
None
Item 1A. - Risk Factors
See the risk factors that are included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2008.
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. - Defaults Upon Senior Securities
None
Item 4. - Submission of Matters to a Vote of Security Holders
On June 4, 2009, the Company held its Annual Meeting of Shareholders at
the Corporate Offices in Bakersfield, California. At the meeting the holders
of our outstanding common stock acted on the following matters:
(1) The shareholders voted for 5 directors, each to serve for a term of
one year. Each nominee received the following votes:
Name of Nominee Votes For Withheld
---------------- --------- --------
Michael D. Herman 3,962,345 83,373
John H. Alexander 3,884,418 161,300
Thomas W. Ladd 3,975,923 69,795
John E. Turco 3,971,069 74,649
Gary L. Ronning 3,971,100 74,618
(2) The shareholders voted for the ratification of the appointment of
SingerLewak LLP as our independent auditors for our fiscal year
ending December 31, 2009. Votes cast were as follows:
Votes For 3,854,201
Votes Against 155,168
Abstain 36,349
Item 5. - Other Information -
None
26
Item 6. - Exhibits
a. Exhibits
3.1 Registrant's Amended By-Laws
31.1 Certification of the Registrant's Principal Executive Officer
under Exchange Act Rules 13a-14(a) and 15-d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Registrant's Principal Financial Officer
under Exchange Act Rules 13a-14(a) and 15-d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Registrant's Principal Executive Officer
under 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Registrant's Principal Financial Officer
under 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PYRAMID OIL COMPANY
(registrant)
Dated: August 13, 2009
JOHN H. ALEXANDER
---------------------
John H. Alexander
President
Dated: August 13, 2009
LEE G. CHRISTIANSON
---------------------
Lee G. Christianson
Chief Financial Officer