1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2007
[ ] Transition report under 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
(Name of small business issuer 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)
Issuer's telephone number: (661) 325-1000
Securities registered under Section 12 (b) of the Exchange Act:
Common Stock
(Title of Class)
Securities registered under Section 12 (g) of the Exchange Act: NONE
Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will 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 ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). YES [ ] NO [ X ]
2
The issuer's revenues for the fiscal year ended December 31, 2007 were
$4,944,782.
The aggregate market value on March 27, 2008, of the voting shares held by
non-affiliates was approximately $4,374,000 based on the closing sales price
of the registrant's Common Stock on such date.
At March 27, 2008, there were 3,741,721 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2008 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
2007 FORM 10-KSB ANNUAL REPORT
Table of Contents
Page
PART I
Item 1. Description of Business . . . . . . . . 4
Item 2. Description of Property . . . . . . . . 9
Item 3. Legal Proceedings . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of
Security Holders. . . . . . . . . . . 12
PART II
Item 5. Market for Common Equity and Related
Stockholder Matters and Small Business Issuer
Purchases of Equity Securities . . . . . 12
Item 6. Management's Discussion and Analysis
or Plan of Operation . . . . . . . . . 13
Item 7. Financial Statements . . . . . . . . . . 23
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure . . . 54
Item 8A(T). Controls and Procedures . . . . . . . 54
Item 8B. Other Information . . . . . . . . . . . . 55
PART III
Item 9. Directors, Executive Officers, Promoters,
Control Persons and Corporate Governance;
Compliance With Section 16(a) of the Exchange Act 55
Item 10. Executive Compensation . . . . . . . . . 56
Item 11. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters . . . . . . . . . 56
Item 12. Certain Relationships and Related Transactions,
And Director Independence 56
Item 13. Exhibits . . . . . . . . . . . . . . . . 57
Item 14. Principal Accountant Fees and Services . . 57
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CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS
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 the 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 crude oil or natural
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 other companies 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, Wyoming and Texas, all of
the Company's operations and major revenue producing properties are in
California.
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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 under certain economic
conditions.
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. Eight of these
properties were shut-in during 2007. 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 2007, the
Company operated 21 leases within California, 16 of these leases had total
annual gross oil production exceeding 1,000 barrels per lease. Production
activities 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 flow; fluids and
gases are moved to the surface by natural pressure or by means of artificial
lift (pumping). 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 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 various 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 121 wells, and of these, approximately 61 were in operation
during 2007. The Company also owns other oil and gas interests outside of
California that it does not operate. These interests are located in Wyoming
and New York.
MARKETING OF CRUDE OIL AND NATURAL GAS
The Company sells its crude oil to ConocoPhillips and Kern Oil & Refining,
accounting for approximately 62.7% and 34.9%, respectively, of Pyramid's crude
oil and gas sales in 2007. 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. ConocoPhillips, and
its predecessors, and Kern Oil have been customers of the Company for over
twenty 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.
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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.
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 currently 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.
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COMMITMENTS AND CONTINGENCIES
The Company is liable for future dismantlement and abandonment costs
associated with its oil and gas properties. These costs include down-hole
plugging and abandonment of wells, future site restoration, post closure and
other environmental exit costs. The costs of future dismantlement and
abandonment have been accrued and recorded in the financial statements. See
Note 9 of Notes to Financial Statements included in Item 7 of this Form
10-KSB.
OTHER
The Company employed thirteen full-time people as of December 31, 2007, three
of whom were office or administrative personnel, and the rest of whom were
field 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, 2007.
All of the Company's revenues during 2007 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.
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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,
Texas 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 proved undeveloped reserves
of 79,600 and 150,500 at January 1, 2008 and 2007, respectively. The
Company had no significant proved undeveloped properties at January 1, 2006,
2005 and 2004.
(b) OIL AND GAS PROPERTIES
The Company's estimated future net recoverable oil and gas reserves from
proved reserves, both developed and undeveloped properties, were assembled by
SI International, Inc., independent petroleum engineers, and are as follows:
Crude Oil Natural Gas
(BBLS) (MCF)
--------- -----------
January 1, 2008 806,000 331,000
2007 741,000 65,000
2006 715,000 94,000
2005 522,000 83,000
2004 555,000 83,000
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, 2007.
Using year-end oil and gas prices and lease operating expenses, the estimated
value of future net revenues before income taxes to be derived from Pyramid's
proved developed oil and gas reserves, discounted at 10%, were $27,414,000 at
December 31, 2007, $12,358,000 at December 31, 2006, $12,694,000 at December
31, 2005, $4,643,000 at December 31, 2004, and $4,617,000 at December 31,
2003.
Pyramid participates in the drilling of developmental wells, no single one of
which would cause a significant change in the net reserve figure.
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Pyramid's net oil and gas production after royalty and other working interests
for the past five years ending December 31, were as follows.
2007 2006 2005 2004 2003
---- ---- ---- ---- ----
Crude oil (Bbls) 67,000 66,000 71,000 72,000 74,000
Natural gas (MCF) 5,000 7,000 7,000 8,300 7,500
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:
2007 2006 2005 2004 2003
---- ---- ---- ---- ----
Sales price:
Crude oil $67.83 $58.88 $47.96 $36.24 $27.60
===== ===== ===== ===== =====
Natural gas $ 7.16 $ 7.28 $ 6.77 $ 5.89 $ 5.77
===== ===== ===== ===== =====
Production costs $24.00 $22.80 $19.30 $18.20 $15.80
===== ===== ===== ===== =====
The average selling price of Pyramid's crude oil at December 31, 2007, was
approximately $86.70 per barrel. The Company's New York gas properties were
temporarily shut-in at December 31, 2007.
As of December 31, 2007, Pyramid had the following gross and net position in
wells and proved acres:
WELLS PROVED ACRES
----------------- -----------------
Gross (1) Net (1) Gross (2) Net (2)
-------- ------ -------- ------
147 131 21,387 5,844
=== === ====== =====
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(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.
The Company drilled two wells in 2007 on the Anderson lease. The Company
drilled four new wells in 2006, two on the Santa Fe lease, one on the Anderson
lease and one joint-venture well. The Company participated with one other oil
company as non-operator in the drilling of the joint venture well in 2006.
The Company drilled two new wells in 2004, one on the Santa Fe lease and one
joint-venture well. The Company participated with two other oil companies as
operator in the drilling of the joint venture well in 2004. The Company also
drilled a well in 2003 on the Anderson lease in the Carneros Creek Field.
No wells were drilled in 2005.
"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, 2007, Pyramid held positions in unproven acreage in the
following locations:
ACRES
------------------
Gross Net
------ ------
New York
Mount Morris and Livingston Counties 34,800 9,788
Texas
McMullen County 5,700 713
(c) REAL PROPERTY OWNED
Pyramid owned the following real property as of December 31, 2007, all located
in California.
County of Kern
Mullaney yard 20 acres
Miller property 112 acres
Ranton property 80 acres
City of Bakersfield 3 lots
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Located on the three lots of real property in the city of Bakersfield is the
Company's executive offices. This property was acquired by the Company in
1986. The office building located on this property is a one story structure
with approximately 4,200 square feet in good condition.
ITEM 3 - LEGAL PROCEEDINGS
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. 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 2007.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
(a) PRICE RANGE OF COMMON SHARES
The common stock of Pyramid was traded on the OTC Bulletin Board under the
symbol "PYOL" until August 21, 2006. Effective August 21, 2006, the Company's
common stock began trading on the American Stock Exchange under the symbol
"PDO". The following are high and low sales prices for each quarter
of 2007 and 2006, and reflect inter-dealer prices without retail markup,
markdown or commission.
High Low
---- -----
Fiscal Quarter Ending 2007
March 31, $ 4.4000 $3.5000
June 30, 3.9900 3.1100
September 30, 3.7500 3.1000
December 31, 4.0000 2.9100
Fiscal Quarter Ending 2006
March 31, 3.6335 2.8668
June 30, 10.5000 3.1335
September 30, 7.4900 4.2300
December 31, 4.7000 3.7000
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At December 31, 2007, the Company had 269 shareholders of record, and an
unknown number of additional holders whose stock is held in "street name".
On March 28, 2006, the Company's Board of Directors approved a 3 for 2 stock
split payable on May 1, 2006, to shareholders of record as of April 17, 2006.
The Company did not repurchase any securities during 2007, or issue any
securities during 2007 that were not registered under the Securities Act of
1933.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
IMPACT OF CHANGING PRICES
Average prices increased by approximately $8.43 per equivalent crude oil and
gas barrel sold during 2007 as compared with average prices for 2006. In 2007
there were 246 separate crude oil price changes, as compared with 240 price
changes in 2006. The difference between the highest ($92.00) and lowest
($44.70) posted prices in 2007 was $47.30 per barrel. By comparison, this
same differential in 2006 was $21.25 per barrel.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and short-term investments of $2,097,000 at December 31,
2007, for a net increase of $27,500, when compared to December 31, 2006.
Short-term investments consist of certificates of deposit having
original maturities of three months or more. Operating activities generated
cash of $1,562,000 during 2007. During 2007, cash was consumed by capital
spending of $2,085,000 and principal payments on the Company's long-term debt
totaling $37,000. This was offset by proceeds from the sale of fixed assets
of $469,000 and proceeds from the issuance of long-term debt of $71,000. The
components of the changes in cash for 2007 are 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. A $500,000 line of credit, unused at December 31, 2007, also
provided additional liquidity during 2007.
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, 2008. In addition to its current assets,
the Company also has a credit facility for $500,000 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:
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As of December 31, 2007, the amount of cash, cash equivalents, and short
term investments was equal to $2,097,000 in the aggregate.
As of December 31, 2007, the Company had approximately $2,985,000 in
current assets, and only $734,000 of current liabilities.
As of December 31, 2007, the Company had only $45,000 of long-term
indebtedness (net of current maturities).
The Company is not a party to any 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 in drilling
and exploration prospects and specific rework of existing properties to
enhance production and expansion of its sales of crude oil and natural gas in
California. If necessary, Pyramid could sell certain nonessential assets to
raise capital for the benefit of these programs.
The Company drilled two wells in the year ended December 31, 2007. The
Company drilled four wells in the year ended December 31, 2006. The
Company drilled two wells in the year ended December 31, 2004. The Company
drilled one well in the year ended December 31, 2003. No wells were drilled
in 2005. Two of the wells drilled, one each in 2006 and 2004 were exploratory
wells. The exploratory wells drilled in 2004 and 2006 were abandoned due to
non-economic production of crude oil.
The Company's crude oil reserves for the year ended December 31, 2007
increased due primarily to revision of previous estimates. The drilling of
two new wells in 2007 and higher average crude oil prices at December 31,
2007, combined to generate higher year-end reserves of proved developed
producing properties. Proved developed producing crude oil reserves increased
by 120,600 barrels at December 31, 2007.
The Company's gas reserves increased by approximately 267,000 MCF's for the
year ended December 31, 2007. The increase is due to the Company's investment
in a joint venture gas prospect in Texas.
The Company's crude oil reserves for the year ended December 31, 2006
increased due primarily to the drilling of four wells in 2006. The Company's
crude oil reserves for the year ended December 31, 2005 increased due
primarily to the recognition of proved developed non-producing and proved
undeveloped reserves as a result of the review of the Company's geological
data by independent petroleum engineers. The Company's crude oil reserves for
the years ended December 31, 2004 and 2003, were stable. The Company
was able to replace current production for 2004 and 2005, by drilling the
wells in 2004 and 2003.
15
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 2008, crude oil prices have increased by approximately
$11.80 per barrel as of March 27, 2008, compared to prices at December 31,
2007. There have been 59 separate price changes since December 31, 2007.
In mid March 2008, the Company retained Pfeiffer High Investor Relations, Inc.
to develop and implement a comprehensive investor relations program for the
Company. Pfeiffer High is a full-service investor relations firm based in
Denver. Since 1982, the firm has been helping public companies maximize
shareholder value by implementing comprehensive investor relations programs to
raise awareness among buy and sell-side analysts, institutional portfolio
managers, brokers, individual investors and the financial media.
In early March 2008, the Company drilled a new well on its Santa Fe property
located in the Carneros Creek field. The well encountered over 90 feet of oil
zone and was completed at a depth of 3,325 feet and is currently awaiting
production equipment and perforating. Results from this well will be provided
after the well has been tested and put on production.
The Company has plans for drilling additional wells in 2008 both in California
and Texas. Management believes that after the gas sales begin in Texas, the
Joint Venture group will be proposing a new well on the acreage the joint
venture holds.
In late 2007, management selected one of the Company's older wells in the
Carneros Creek field to be hydraulically fractured. After studying the
successful results of this test, management selected three more existing wells
to be stimulated. In February of 2008, these wells were hydraulically
fractured and since that time, all three of the wells have increased daily oil
production, varying from three-to-five fold, over prior daily production.
Management is encouraged with these successes and is evaluating additional
wells in the area to stimulate in the near future.
In December 2007, the Company participated with a joint venture group in the
drilling of a directional 1,100 foot lateral hole that encountered excellent
gas shows in sections of a fractured carbonate zone, at a depth below 12,000
16
feet. In mid-January 2008, the well was hydraulically fractured with the
injection of 9,700 barrels of gelled fluid carrying 500,000 pounds of
proppant. Post frac testing indicated natural gas rates of over 4,000,000
cubic feet a day and approximately 40 barrels a day of condensate. The gas
tested at over 1,200 BTU per cubic foot and the bottom hole pressures observed
were in excess of 8,000 psi during testing. Currently the well is shut-in
waiting for the installation of a 3.8 mile gas sales pipeline. Participants
in the joint venture expect gas sales to begin sometime in mid-2008. The
joint venture group currently holds oil and gas leases on approximately 5,700
contiguous acres surrounding this well. The Company expects additional joint
venture drilling operations on this acreage to begin shortly after completion
of the gas sales pipeline. Pyramid Oil Company owns a gross 12.5% working
interest (before payout) in this joint venture prospect.
The Company continues to seek and evaluate opportunities within the energy
sector, to enhance the value of the Company. The Company's growth in 2008
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 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 2008, 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 2007. 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, 2007
Compared to the Fiscal Year Ended December 31, 2006
REVENUES
OIL AND GAS SALES
Oil and gas sales increased by 14% for the year ended December 31, 2007, when
compared with the same period for 2006. The increase is due primarily to
higher average prices for 2007. The average price of the Company's oil
and gas increased by approximately $8.43 per equivalent barrel for 2007 when
compared to 2006. This was offset by a slight decrease in crude oil
production/sales of approximately 350 barrels.
GAIN ON SALE OF FIXED ASSETS
The gain on the sale of fixed assets for 2007, reflects primarily the sale of
real property (160 acres of grazing land). Proceeds from the sale were
$448,471 for a gain of $440,473.
OPERATING EXPENSES
Operating expenses increased by approximately 5% for the year ended December
31, 2007, when compared with the same period of 2006. The cost to produce an
equivalent barrel of crude oil increased by approximately $1.20 per barrel for
2007 when compared to 2006, for a total cost of approximately $24.00 per
equivalent barrel. The increase in operating expenses is due primarily to an
increase of approximately 3.6% in labor costs. Labor costs increased due to
an increase in hourly labor rates that was effective July 1, 2006 and a bonus
payment for the Company's manager of field operations.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased by approximately 45% for the
year ended December 31, 2007. The increase is due primarily to a 30% increase
in audit fees and accounting services. Compensation costs also increased by
approximately 15%.
Accounting services increased by 17% due to the Company's hiring of a
consulting firm that specializes in compliance with Section 404 of Sarbanes-
Oxley, which requires management to assess the design and operational
effectiveness of its existing internal controls over financial reporting.
Audit fees increased by 12% due to higher audit fee billings and accruals
for the 2007 year-end audit.
18
Compensation costs increased by 10.5% due to a severance award agreement for
the Company's President, that was approved by the Board of Directors in
January of 2007 (see Note 14 of Notes to Financial Statements). Salaries
increased by 5% due to the hiring of a part-time employee effective July 1,
2007 and salary increases that were effective July 1, 2006
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization increased by 44%
for 2007, when compared with the same period for 2006. The increase is due
primarily to a 41% increase in depletion of the Companies oil and gas
properties. The increase in depletion is due primarily to an increase in
depletion on two of the Company's oil and gas properties, the Santa Fe Energy
and Anderson leases. The increase on these two properties is due primarily to
higher crude oil production due to the completion of four new wells in 2006
and two new wells in 2007.
OTHER COSTS AND EXPENSES
Other costs and expenses decreased by approximately $50,000. The decrease is
due primarily to the one-time costs of approximately $40,000 associated with
the listing of the Company's common stock on the American Stock Exchange
(AMEX) that was effective August 21, 2006.
INTEREST INCOME
Interest income increased by approximately $17,000 due primarily to higher
interest rates for 2007, as compared with the same period of 2006.
INCOME TAXES
Income taxes increased by approximately $299,000 due primarily to an increase
in taxable income for both Federal and California. Taxable income for 2007,
increased due primarily to higher sales of oil and gas and a gain of
approximately $442,000 on the sale of fixed assets.
Results of Operations for the Fiscal Year Ended December 31, 2006
Compared to the Fiscal Year Ended December 31, 2005
REVENUES
Oil and gas sales increased by 14% for the year ended December 31, 2006, when
compared with the same period for 2005. Oil and gas sales increased by 21%
due to higher average prices for 2006. The average price of the Company's oil
and gas increased by approximately $10.66 per equivalent barrel for 2006 when
compared to 2005. This was offset by a decrease in crude oil production/sales
of approximately 5,000 barrels.
PAGE <19>
OPERATING EXPENSES
Operating expenses increased by approximately 10% for the year ended December
31, 2006, when compared with the same period of 2005. The cost to produce an
equivalent barrel of crude oil increased by approximately $3.50 per barrel for
2006 when compared to 2005, for a total cost of approximately $22.80 per
equivalent barrel. The increase in operating expenses is due to an increase
of 6% in labor costs, an increase of 2% in equipment rental and an increase of
2% in insurance expense. This was offset by a decrease of 4% in outside
services. The remaining increase in operating expenses of 4%, is due to a
number of offsetting positive and negative changes in various cost categories
of less than 1% each.
Labor costs increased due to an increase in hourly labor rates and a bonus
payment that was awarded to all employees. The increase in labor costs was
necessary to ensure that the Company remained competitive with the local labor
market. In addition, the Company hired an additional field level employee in
March of 2006. Equipment rental increased due to rental of equipment for the
Anderson #6 well. The Company rented a temporary crude oil storage tank,
blowout prevention equipment and gas flare for this well. This accounted for
almost all of the increase in equipment rental. Insurance costs increased due
to higher premiums for liability insurance and health insurance. The
reduction in the cost of outside services is due to lower expenditures for
well work-overs. Fewer work-overs were done in the year ended December 31,
2006 versus the same period for 2005.
EXPLORATION COSTS
In 2005, the Company entered into a Joint Venture Agreement with E & B Natural
Resources for the drilling of an exploratory well on the Company's Santa Fe
energy lease, section 32. E & B Natural Resources was the operator during the
drilling of this well. The new well was drilled in the first quarter of 2006.
As of December 31, 2006, the Company's share of costs for leaseholds and the
drilling and completion of this well was approximately $348,000. In November
of 2006, a decision was made by the Company and its joint venture partners to
abandon this well due to the fact that the well could not produce economic
quantities of oil and gas. Therefore, the Company reclassified its share of
costs for this well as exploration costs in the fourth quarter of 2006.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased by approximately 28% for the
year ended December 31, 2006. The increase is due primarily to a 13% increase
in salaries. The increase in salaries is due primarily to bonuses that were
paid during the third quarter of 2006 and salary increases that were effective
July 1, 2006. Outside consulting fees increased by 6% due to the hiring of a
petroleum engineer on a part-time basis. Audit fees increased by 4% due to
additional costs of complying with Sarbanes-Oxley legislation.
20
PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION
The provision for depletion, depreciation and amortization increased by 29%
for 2006, when compared with the same period for 2005. The increase is due
primarily to a 23% increase in depletion of the Companies oil and gas
properties. The increase in depletion is due primarily to an increase in
depletion on two of the Company's oil and gas properties, the Santa Fe Energy
and Anderson leases. The increase on these two properties is due primarily to
higher crude oil production due to the completion of two new wells in the
second quarter of 2006 and a new well in the third quarter of 2006.
OTHER COSTS AND EXPENSES
Other costs and expenses increased by approximately $67,000. The increase is
due primarily to the costs associated with the listing of the Company's common
stock on the American Stock Exchange (AMEX) that was effective August 21,
2006.
INTEREST INCOME
Interest income increased by approximately $30,000 due to higher interest
rates for 2006, as compared with the same period of 2005.
OTHER INCOME
The increase in other income is due primarily to the sale of excess oil tools
in the amount of $25,000.
CRITICAL ACCOUNTING POLICIES
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.
21
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. 144, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" (the
Statement). The Statement specifies when an impairment loss should be
recognized and how impairment losses should be measured for long-lived assets
to be held and used and for long-lived assets to be disposed of. In
accordance with the Statement, the costs of proved oil and gas properties and
equipment are periodically assessed on a lease by lease basis to determine if
such costs exceed undiscounted future cash flows, and if conditions warrant an
impairment reserve will be provided based on the estimated future discounted
cash flows. The Company recorded an impairment reserve of $9,302 and $21,699
at December 31, 2006 and 2004, respectively. There were no material
impairment reserves recorded in the year ended December 31, 2005.
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 2007, 2006 and 2005
were $5.03, $3.22 and $1.99, 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.
22
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations, or SFAS No. 141R, which replaces SFAS No. 141. SFAS No. 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree and the
goodwill acquired. SFAS No. 141R also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination. SFAS No.141R is effective for business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. Management
anticipates that the adoption of this standard will have no impact to the
Company's financial position, results of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements, an Amendment of Accounting Research
Bulletin No. 51, which establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, the
amount of consolidated net income attributable to the parent and to the
non-controlling interest, changes in a parent's ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
de-consolidated. SFAS No. 160 also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners.
SFAS No. 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Management anticipates
that the adoption of this standard will have no impact to the Company's
financial position, results of operations, or cash flows.
In June 2007, the Emerging Issues Task Force (EITF) issued Issue No. 07-3,
Accounting for Non-refundable Advance Payments for Goods or Services To Be
Used in Future Research and Development Activities (EITF 07-3) which concluded
that non-refundable advance payments for goods or services to be received in
the future for use in research and development activities should be deferred
and capitalized. The capitalized amounts should be expensed as the related
goods are delivered or services are performed. Such capitalized amounts
should be charged to expense if expectations change such that the goods will
not be delivered or services will not be performed. The provisions of EITF
07-3 are effective for new contracts entered into during fiscal years
beginning after December 15, 2007. The consensus may not be applied to
earlier periods and early adoption is not permitted. Management anticipates
that the adoption of this standard will have no impact to the Company's
financial position, results of operations, or cash flows.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115 (SFAS No. 159), which permits entities to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007. Management anticipates
that the adoption of this standard will have no impact to the Company's
financial position, results of operations, or cash flows.
23
ITEM 7- FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . 24
FINANCIAL STATEMENTS:
Balance sheets - December 31, 2007 and 2006 . . . . . . . . . . 25-26
Statements of operations - years ended
December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . 27
Statements of shareholders' equity - years ended
December 31, 2007, 2006 and 2005 . . . . . . . . . . . . . . 28
Statements of cash flows - years
ended December 31, 2007, 2006 and 2005 . . . . . . . . . . . 29-30
Notes to financial statements . . . . . . . . . . . . . . . . . 31
24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and Shareholders of
Pyramid Oil Company
Bakersfield, California
We have audited the balance sheets of Pyramid Oil Company (the Company) as
of December 31, 2007 and 2006, and the related statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2007. 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 the standards of the Public Company
Accounting Oversight Board (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 provided 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, 2007 and 2006, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2007, in
conformity with U.S. generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Company
has adopted the provisions of Statement of Financial Accounting Standards
Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No 109, on January 1, 2007.
We are not engaged to examine management's assertion about the effectiveness
of Pyramid Oil Company's internal control over financial reporting as of
December 31, 2007 included in the accompanying report of management in
Disclosure Controls and Procedures in Item 8A(T) of Form 10KSB, and
accordingly, we do not express an opinion theron.
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
March 24, 2008
25
FINANCIAL STATEMENTS
PYRAMID OIL COMPANY
BALANCE SHEETS
ASSETS
December 31,
--------------------------
2007 2006
---------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 618,448 $ 619,001
Short-term investments 1,478,979 1,450,910
Trade accounts receivable
(net of reserve for doubtful accounts
of $4,000 in 2007 and 2006) 643,340 324,495
Interest receivable 2,251 --
Crude oil inventory 71,298 56,539
Prepaid expenses 170,913 152,899
Income taxes receivable -- 193,130
--------- ----------
Total current assets 2,985,229 2,796,974
--------- ----------
PROPERTY AND EQUIPMENT, at cost:
Oil and gas properties and equipment
(successful efforts method) 14,734,929 12,891,756
Capitalized asset retirement costs 310,579 304,199
Drilling and operating equipment 2,050,556 2,008,397
Land, buildings and improvements 1,010,847 978,702
Automotive, office and
other property and equipment 1,141,451 1,068,670
---------- ----------
19,248,362 17,251,724
Less - accumulated depletion,
depreciation, amortization
and valuation allowances (14,040,610) (13,620,171)
---------- ----------
5,207,752 3,631,553
---------- ----------
OTHER ASSETS
Deposits 250,000 250,000
Other assets 7,380 7,380
Assets held for resale
(net of accumulated depreciation
of $382,346 in 2007 and 2006) 9,633 9,633
---------- ----------
$ 8,459,994 $ 6,695,540
========== ==========
The accompanying notes are an integral part of these balance sheets.
26
PYRAMID OIL COMPANY
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
December 31,
----------------------------
2007 2006
---------- ----------
CURRENT LIABILITIES:
Accounts payable $ 108,500 $ 69,060
Accrued professional fees 54,165 50,114
Accrued taxes, other than
income taxes 61,684 45,570
Accrued payroll and related costs 57,647 60,374
Accrued royalties payable 212,916 136,826
Accrued insurance 65,999 62,857
Accrued income taxes 145,815 --
Accrued termination costs -- 142,157
Current maturities of long-term debt 26,868 25,965
--------- ----------
Total current liabilities 733,594 592,923
--------- ----------
LONG-TERM DEBT, net of current
maturities 44,542 11,334
--------- ----------
LIABILITY FOR SHARE BASED COMPENSATION 67,000 --
--------- ----------
LIABILITY FOR ASSET RETIREMENT OBLIGATIONS 1,010,903 982,389
--------- ----------
COMMITMENTS AND CONTINGENCIES (Note 6)
SHAREHOLDERS' EQUITY:
Preferred stock, no par value (Note 12)
Authorized - 10,000,000 shares
Issued and outstanding - none -- --
Common stock, no par value (Note 11 & 12)
Authorized - 50,000,000 shares
Issued and outstanding -
3,741,721 shares 1,071,610 1,071,610
Retained earnings 5,532,345 4,037,284
---------- ----------
6,603,955 5,108,894
---------- ----------
$ 8,459,994 $ 6,695,540
========== ==========
The accompanying notes are an integral part of these balance sheets.
27 PYRAMID OIL COMPANY
STATEMENTS OF OPERATIONS
Year ended December 31,
--------------------------------------
2007 2006 2005
---------- ---------- ----------
REVENUES:
Oil and gas sales $ 4,502,855 $ 3,957,588 $ 3,477,572
Gain on sales of fixed assets 441,927 -- 283,821
---------- ---------- ----------
4,944,782 3,957,588 3,761,393
---------- ---------- ----------
COSTS AND EXPENSES:
Operating expenses 1,611,269 1,538,227 1,397,491
Exploration costs 6,687 348,132 --
General and administrative 924,746 637,120 499,025
Termination costs -- -- 424,000
Taxes, other than income and
payroll taxes 111,909 81,712 64,020
Provision for depletion,
depreciation, amortization
and valuation allowances 464,128 322,909 251,083
Accretion expense 22,135 20,343 19,238
Other costs and expenses 36,818 86,450 19,670
--------- --------- ----------
3,177,692 3,034,893 2,674,527
--------- --------- ----------
OPERATING INCOME 1,767,090 922,695 1,086,866
--------- --------- ----------
OTHER INCOME (EXPENSE):
Interest income 85,003 67,988 38,237
Other income 19,886 41,219 20,077
Interest expense ( 1,768) ( 7,205) ( 1,409)
---------- --------- ---------
103,121 102,002 56,905
---------- --------- ---------
INCOME BEFORE INCOME
TAX PROVISION 1,870,211 1,024,697 1,143,771
Income tax provision 375,150 75,825 55,175
---------- --------- ---------
NET INCOME $ 1,495,061 $ 948,872 $ 1,088,596
========== ========= =========
BASIC INCOME PER COMMON SHARE $ 0.40 $ 0.25 $ 0.29
========== ========= =========
DILUTED INCOME PER COMMON SHARE $ 0.40 $ 0.25 $ 0.29
========== ========= =========
Weighted average number of
common shares outstanding 3,741,721 3,741,721 3,741,721
========== ========= =========
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, 2004 2,494,430 $1,071,610 $1,999,816
Net income -- -- 1,088,596
--------- --------- ---------
Balances, December 31, 2005 2,494,430 1,071,610 3,088,412
3 for 2 stock split 1,247,291
Net income -- -- 948,872
--------- --------- ---------
Balances, December 31, 2006 3,741,721 1,071,610 4,037,284
Net income -- -- 1,495,061
--------- --------- ---------
Balances, December 31, 2007 3,741,721 $1,071,610 $5,532,345
========= ========= =========
The accompanying notes are an integral part of these statements.
29
PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
Year ended December 31,
--------------------------------
2007 2006 2005
--------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,495,061 $ 948,872 $1,088,596
Adjustments to reconcile net income
to net cash provided
by operating activities:
Provision for depletion,
depreciation, amortization
and valuation allowances 464,128 322,909 251,083
Accretion expense 22,135 20,343 19,238
Costs incurred for asset
retirement obligations -- ( 2,722) (10,635)
Exploration costs 6,687 339,459 --
Severance award agreement 67,000 -- --
Gain on sale of
property and equipment (441,927) -- (291,868)
Loss on disposal of fixed assets 18,000 -- 8,047
Accrued termination costs (142,157) (141,333) 141,333
Changes in operating assets
and liabilities:
(Increase) in trade accounts
and interest receivable (176,036) (232,004) (99,082)
Decrease (increase) in crude
oil inventories (14,759) 2,423 7,377
(Increase) in prepaid expenses (18,015) (32,532) (10,203)
(Decrease) increase in accounts
Payable and accrued liabilities 281,925 (19,407) 120,291
--------- --------- ---------
Net cash provided by
operating activities 1,562,042 1,206,008 1,224,177
--------- --------- ---------
The accompanying notes are an integral part of these statements.
30
PYRAMID OIL COMPANY
STATEMENTS OF CASH FLOWS
(CONTINUED)
Year ended December 31,
------------------------------
2007 2006 2005
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $(2,085,327) $(1,907,023) $(493,585)
Purchase of short-term investments (180,000) (100,000) (500,000)
Redemption of certificate of deposit 200,000 100,000 --
Other cash deposits -- ( 1,380) ( 6,000)
Proceeds from sale of
property and equipment 468,621 -- 333,643
--------- --------- -------
Net cash used in investing activities (1,596,706) (1,908,403) (665,942)
--------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit 150,000 452,000 --
Payments on line of credit (150,000) (452,000) --
Principal payments on long-term debt ( 37,054) ( 59,025) ( 50,781)
Proceeds from issuance of long-term debt 71,165 32,393 --
Principal payments from loans to employees 2,000 18,494 9,164
Loans to employees ( 2,000) ( 3,300) --
------- -------- -------
Net cash provided by
(used) in financing activities 34,111 ( 11,438) ( 41,617)
------- -------- -------
Net (decrease) increase in cash
and cash equivalents (553) (713,833) 516,618
Cash and cash equivalents
at beginning of year 619,001 1,332,834 816,216
--------- ---------- ---------
Cash and cash equivalents at end of year $ 618,448 $ 619,001 $1,332,834
========= ========== =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year
for interest $ 1,768 $ 7,205 $ 1,409
======= ======= =======
Cash paid during the year
for income taxes $ 36,125 $ 268,955 $ 1,125
======= ======= =======
The accompanying notes are an integral part of these statements.
31
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007
1. SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Pyramid Oil Company (the Company), a California Corporation, has been in the
oil and gas business continuously for 98 years 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 historically 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.
DEPOSITS
In April 2004, the Company replaced its state of California oil and gas
blanket performance surety bond, with a cash bond in the form of an
irrevocable certificate of deposit in the amount of $250,000.
32
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
ASSETS HELD FOR RESALE
Assets held for resale reflect fixed assets, net of depreciation, of the
Company's former well service division, that was shut-down during 1993. These
assets are non-productive and are being held for resale.
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. 144, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" (the
Statement). The Statement specifies when an impairment loss should be
recognized and how impairment losses should be measured for long-lived assets
to be held and used and for long-lived assets to be disposed of. In
accordance with the Statement, the costs of proved oil and gas properties and
equipment are periodically assessed on a lease by lease basis to determine if
such costs exceed undiscounted future cash flows, and if conditions warrant an
impairment reserve will be provided based on the estimated future discounted
cash flows. The Company recorded an impairment reserve of $3,324 and $9,302
at December 31, 2007 and 2006, respectively. There were no material
impairment reserves recorded during the year ended December 31, 2005. The
accumulated impairment reserve was $1,248,294 and $1,244,970 at December 31,
2007 and 2006, respectively.
33
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
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 2007, 2006 and 2005
were $5.03, $3.22 and $1.99, 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.
STOCK-BASED COMPENSATION
Commencing January 1, 2006, the Company adopted Statement of Financial
Accounting Standard No. 123R, Share Based Payment, which requires all share-
based payments, including grants of stock options, to be recognized in the
income statement as an operating expense, based on fair values.
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, 2007
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.
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 2006. 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 year ended December 31, 2007.
CONCENTRATION OF CREDIT RISK
The Company sells its crude oil to ConocoPhillips and Kern Oil & Refining,
accounting for approximately 62.7%, and 34.9%, respectively, of Pyramid's
crude oil and gas sales in 2007. Crude oil sales were approximately 57.5% and
39.3% attributable to ConocoPhillips and Kern Oil and Refining respectively at
December 31, 2006. While revenue from these customers is significant, and the
loss of any one could have a short-term 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 68.3% and 30.4% attributable to ConocoPhillips and Kern Oil and
Refining respectively at December 31, 2007. Trade receivables were
approximately 65.5% and 34% attributable to ConocoPhillips and Kern Oil and
Refining respectively at December 31, 2006.
35
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations , or SFAS No. 141R, which replaces SFAS No. 141. SFAS No. 141R
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree and the
goodwill acquired. SFAS No. 141R also establishes disclosure requirements
which will enable users to evaluate the nature and financial effects of the
business combination. SFAS No. 141R is effective for business combinations
for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008. Management
anticipates that the adoption of this standard will have no impact to the
Company's financial position, results of operations, or cash flows.
In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements, an Amendment of Accounting Research
Bulletin No. 51, which establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, the
amount of consolidated net income attributable to the parent and to the
non-controlling interest, changes in a parent's ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
de-consolidated. SFAS No.160 also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between
the interests of the parent and the interests of the non-controlling owners.
SFAS No. 160 is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008. Management anticipates
that the adoption of this standard will have no impact to the Company's
financial position, results of operations, or cash flows.
In June 2007, the Emerging Issues Task Force (EITF) issued Issue No. 07-3,
Accounting for Non-refundable Advance Payments for Goods or Services To Be
Used in Future Research and Development Activities (EITF 07-3) which concluded
that non-refundable advance payments for goods or services to be received in
the future for use in research and development activities should be deferred
and capitalized. The capitalized amounts should be expensed as the related
goods are delivered or services are performed. Such capitalized amounts
should be charged to expense if expectations change such that the goods will
not be delivered or services will not be performed. The provisions of EITF
07-3 are effective for new contracts entered into during fiscal years
beginning after December 15, 2007. The consensus may not be applied to
earlier periods and early adoption is not permitted. Management anticipates
that the adoption of this standard will have no impact to the Company's
financial position, results of operations, or cash flows.
36
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115 (SFAS No. 159), which permits entities to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007. Management anticipates
that the adoption of this standard will have no impact to the Company's
financial position, results of operations, or cash flows.
RECLASSIFICATIONS
Reclassifications have been made to the financial statements for 2005 to
conform to the 2006 presentation.
37
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
2. LONG-TERM DEBT AND LINE OF CREDIT
Long-term debt at December 31, 2007 and 2006, is summarized as follows:
December 31,
----------------------
2007 2006
--------- ---------
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $1,193
principal and interest, interest at 3.9%
final payment in 2010. $ 38,326 $ --
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $909
principal and interest, interest at 3.9%
final payment in 2010. 29,204 --
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $632
principal only, zero interest charges,
final payment in 2007. -- 7,583
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $431
principal only, zero interest charges,
final payment in 2008. 3,880 9,052
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $1,154
principal and interest, interest at 3.9%,
final payment in 2007. -- 2,298
Note payable to GMAC, secured by equipment
purchased with the proceeds of the loan,
payable in monthly installments of $942
principal and interest, interest at 2.9%,
final payment in 2007. -- 18,366
------- -------
71,410 37,299
Less - current maturities ( 26,868) ( 25,965)
------- -------
$ 44,542 $ 11,334
======= =======
38
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
At December 31, 2007 approximately $122,000 of gross property and equipment
was pledged as collateral to secure $71,410 principal amount of long-term
debt.
Maturities of long-term debt are as follows:
Year ending December 31, 2008 $ 26,869
2009 23,901
2010 20,640
-------
$ 71,410
=======
At December 31, 2007, the Company had an unsecured line of credit with a bank,
under which the Company may borrow up to $500,000 through May 31, 2008.
Interest on any borrowing is accrued at the bank's index rate plus 0.50
percentage points. The bank's index rate was 7.5% at December 31, 2007.
3. INCOME TAXES
Income tax provision (benefit) consists of the following:
Year Ended December 31,
-----------------------------------
2007 2006 2005
------- ------- ------
Federal income taxes:
Current $308,715 $ 76,908 $ 310,093
Utilization of NOL's -- ( 16,908) (310,093)
Deferred -- -- --
------- ------- -------
308,715 60,000 --
------- ------- -------
State income taxes:
Current 66,435 15,825 67,975
Utilization of NOL's -- -- (12,800)
Deferred -- -- --
------- ------- -------
66,435 15,825 55,175
------- ------- -------
Income tax provision $375,150 $ 75,825 $ 55,175
======= ======= =======
39
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
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,
-----------------------------------
2007 2006 2005
-------- -------- --------
Federal income tax expense
(benefit) at statutory rate $ 635,872 $ 313,448 $ 388,882
Net operating loss carryover -- ( 16,908) (310,093)
Statutory depletion (156,526) (143,401) (171,622)
Termination pay ( 44,333) ( 44,438) 96,107
Intangible Drilling Costs (161,737) ( 73,161) ( 27,697)
State income taxes 66,435 15,825 55,175
Other 35,439 24,460 24,423
-------- -------- --------
Income tax provision $ 375,150 $ 75,825 $ 55,175
======== ======== ========
The components of net deferred tax asset (liability) are as follows:
December 31,
---------------------------------------
2007 2006 2005
----------- ----------- -----------
Current deferred taxes:
Gross assets $ 69,842 $ 104,173 $ 60,954
Gross liabilities -- -- --
---------- ---------- ----------
69,842 104,173 60,954
---------- ---------- ----------
Noncurrent deferred taxes:
Gross assets 2,287,049 2,118,208 1,720,272
Gross liabilities ( 599,537) ( 193,269) ( 159,351)
Valuation allowance (1,757,354) (2,029,112) (1,621,875)
---------- --------- ---------
( 69,842) ( 104,173) ( 60,954)
---------- --------- ---------
$ -- $ -- $ --
========== ========= =========
40
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
The tax effect of significant temporary differences representing deferred tax
assets and (liabilities) are as follows:
December 31,
---------------------------------------
2007 2006 2005
----------- ----------- -----------
Accounts receivable $ 1,712 $ 1,712 $ 1,712
Net operating loss
carry forwards -- -- 20,808
Asset retirement obligations 432,666 420,462 --
Statutory depletion
carryover 1,825,707 1,697,746 1,699,464
Accrued liabilities 96,806 102,461 59,242
---------- --------- ---------
Total deferred tax assets 2,356,891 2,222,381 1,781,226
Property and equipment ( 599,537) ( 193,269) ( 159,351)
Valuation allowance (1,757,354) (2,029,112) (1,621,875)
---------- --------- ---------
$ -- $ -- $ --
========== ========= =========
At December 31, 2007, a valuation allowance has been provided against a
significant portion of the deferred tax assets generated and the statutory
depletion carryover due to the uncertainty of its future utilization.
The Company believes that its estimate of deferred tax assets and
determination to record a valuation allowance against such assets are critical
accounting estimates because they are subject to, among other things, an
estimate of future taxable income, which is susceptible to change and
dependent upon events that may or may not occur, and because the impact of
recording a valuation allowance may be material to the assets reported on the
balance sheet and results of operations.
At December 31, 2007, the Company has no federal income tax or California
franchise tax net operating loss carryforwards. At December 31, 2007, the
Company has, for federal income tax purposes, a statutory depletion carryover
of approximately $5,370,000, which currently has no expiration date.
At December 31, 2006, the Company had income taxes receivable of approximately
$193,000 for overpayment of estimated taxes during 2006. Approximately
$137,000 of the overpayment of estimated taxes is related to the Company's
decision to write-off the costs, capitalized earlier in the year, for the
drilling of an exploratory well. The decision to write-off the costs for
drilling the well was made in the fourth quarter of 2006.
41
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
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 2006. 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 year ended December 31, 2007.
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 (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 $324,700, $307,600 and
$221,400 in 2007, 2006 and 2005, respectively.
During August 2005, after approval by the Company's Board of Directors, the
Company leased additional acreage from the investor group. The new lease,
Santa Fe Energy Section 32, is adjacent to the Company's existing Santa Fe
Energy lease. The Company paid the investor group $22,000 for an oil and gas
lease on 440 acres for a term of 3 years. The Company drilled a discovery
well with a joint venture partner on this property in the first quarter of
2006. A decision was made in the fourth quarter of 2006 to abandon this well.
In December of 2007, Mr. Alexander purchased a used pickup truck from the
Company for $20,150. The sale of the vehicle resulted in a gain to the
Company of approximately $1,500.
As a director, Mr. Alexander has abstained from voting on any of the above
matters that have been brought before the Board of Directors, involving the
Santa Fe lease.
42
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
5. FOURTH QUARTER RESULTS (UNAUDITED)
During the fourth quarter of 2006, the Company reclassified its investment in
the costs of drilling and completing a well that was drilled in 2006.
The costs of drilling this well were capitalized during 2006. A decision was
made in the fourth quarter of 2006 by the Company and its joint-venture
partner to abandon the well. The Company's share of the costs for this well
in the amount of $348,132 were charged to exploration costs in the fourth
quarter of 2006. The write-off created a tax benefit of approximately
$141,000 for a net reduction in income of approximately $207,000.
During the fourth quarter of 2006, the Company recorded additional depletion
of approximately $31,000 on its oil and gas properties as a result of the
analysis of the Company's oil and gas reserves by independent consultants.
During the fourth quarter of 2006, the Company made adjustments to the
carrying value of one of its oil and gas properties. The Company recorded a
valuation allowance in the amount of $9,302 to reflect the change in the
projected future undiscounted net cash flows for this property, as the
result of the analysis of the Company's oil and gas reserves by independent
consultants.
There were no significant adjustments made during the fourth quarter of 2007.
6. COMMITMENTS AND CONTINGENCIES
The Company is liable for future dismantlement and abandonment costs
associated with its oil and gas properties. These costs include down-hole
plugging and abandonment of wells, future site restoration, post closure and
other environmental exit costs. The costs of future dismantlement and
abandonment have been accrued and recorded in the financial statements. See
Note 9, Assets Retirement Obligations.
The Company is subject to potential 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.
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.
43
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
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
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.
7. GAIN ON SALE OF FIXED ASSETS
During 2007, the Company sold real property (160 acres of grazing land) for a
gain of approximately $441,000. During 2005, The Company sold a well
servicing hoist for a gain of approximately $292,000. All of the assets sold
in 2007 and 2005 had little or no net book values.
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 $13,119, $11,748
and $9,775 were made during the years ended December 31, 2007, 2006 and 2005,
respectively.
9. ASSETS RETIREMENT OBLIGATIONS
The Company recognizes a liability at discounted fair value for the future
retirement of tangible long-lived assets and associated assets retirement cost
associated with the petroleum and natural gas properties. The fair value of
the liability is capitalized as part of the cost of the related asset and
amortized to expense over its useful life. The liability accretes until the
date of expected settlement of the retirement obligations. The related
accretion expense is recognized in the statement of operations. The provision
will be revised for the effect of any changes to timing related to cash flow
or undiscounted abandonment costs. Actual expenditures incurred for the
purpose of site reclamation are charged to the asset retirement obligations to
the extent that the liability exists on the balance sheet. Differences between
the actual costs incurred and the fair value of the liability recorded are
recognized in income in the period the actual costs are incurred.
44
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
There are no legally restricted assets for the settlement of asset retirement
obligations. No income tax is applicable to the asset retirement obligation
as of December 31, 2007, 2006 and 2005, because the Company records a
valuation allowance on deductible temporary differences due to the uncertainty
of its realization. A reconciliation of the Company's asset retirement
obligations from the periods presented are as follows:
December 31,
---------------------------------
2007 2006 2005
--------- --------- ---------
Beginning balance $ 982,389 $955,169 $946,566
Incurred during the period -- ( 2,722) ( 10,635)
Additions for new wells 6,379 9,926 --
Accretion expense 22,135 20,016 19,238
--------- ------- -------
Ending Balance $1,010,903 $982,389 $955,169
========= ======= =======
10. TERMINATION OF EMPLOYMENT AGREEMENT
The Company entered into a Termination of Employment Agreement (the Agreement)
with Benny Hathaway, Jr., Vice President of the Company. The Agreement was
effective September 30, 2005, and replaced the Employment Agreement that had
been in effect since February 21, 2002. Mr. Benny Hathaway submitted his
voluntary resignation which was effective November 11, 2005. The Agreement
provides for a termination payment of $400,000, which may be paid in three
equal annual installments of $133,334, beginning in December 2005. Under the
terms of the Agreement, the Company will continue to provide health insurance
until the agreed upon termination payments have been paid, approximately two
years. The Company recorded a one-time charge of $424,000 for the estimated
costs for termination pay and insurance benefits.
11. STOCK SPLIT
On March 28, 2006, the Company's Board of Directors approved a 3 for 2 stock
split payable on May 1, 2006, to shareholders of record as of April 17, 2006.
Common Stock
---------
Shares outstanding at December 31, 2005 2,494,430
Shares issued 3 for 2 stock split May 1, 2006 1,247,291
---------
Shares outstanding at December 31, 2007 3,741,721
=========
45
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
12. CHANGE IN AUTHORIZED SHARES
At the Annual Meeting of Shareholders held on June 1, 2006, the Shareholders
approved an amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of Common Stock from 10,000,000 to 50,000,000
and to authorize the issuance of up to 10,000,000 shares of a newly created
class of Preferred Stock.
13. 2006 EQUITY INCENTIVE PLAN
At the Annual Meeting of Shareholders held on June 1, 2006, the Shareholders
approved the Pyramid Oil Company 2006 Equity Incentive Plan (the Plan). The
Plan authorizes the granting of the following types of awards to persons who
are employees, officers or directors of the Company or its subsidiaries or
who are consultants or advisers to such entities:
INCENTIVE STOCK OPTIONS that are intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder;
NON-QUALIFIED STOCK OPTIONS that are not intended to be incentive
options;
Shares of Common Stock that are subject to specified restrictions;
and
Stock appreciation rights that permit the holder to receive the
excess of the fair market value of the Common Stock on the exercise
date over its fair market value (or a greater specified base value)
on the grant date, either in tandem with options or as separate and
independent grants.
A summary of the plan is contained in the Company's Schedule 14a, Proxy
Statement dated May 10, 2006 which is incorporated herein by reference. A
copy of the Plan is attached as Appendix A to the Proxy Statement. As of the
date of the filing of this Form 10-KSB, no shares have been awarded under this
Plan.
46
PYRAMID OIL COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2007
14. SEVERANCE AWARD AGREEMENT
On January 9, 2007, 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. Mr. Alexander serves as the Company's Chief Executive
Officer. 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) 20,000 shares of the Company's common stock or the
then-fair market value of the shares. The closing price of a share of the
Company's common stock at December 31, 2007 was $3.35 for a total liability
for share based compensation of $67,000.
15. 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.
47
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
OIL AND GAS PRODUCING ACTIVITIES
DECEMBER 31, 2007
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, 2007, 2006 and 2005
were as follows:
2007 2006 2005
---------- ---------- ----------
Proved properties $14,556,300 $12,534,500 $11,326,800
Unproved properties
being amortized 178,600 178,600 178,600
Unproved properties
not being amortized -- -- --
Capitalized asset retirement costs 310,600 304,200 294,600
Accumulated depletion,
depreciation, amortization
and valuation allowances (11,228,400) (10,879,500) (10,659,000)
---------- ---------- ----------
$ 3,817,100 $ 2,137,800 $ 1,141,000
========== ========== ==========
48
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2007
The estimated quantities and the change in proved reserves, both developed and
undeveloped, for the Company are as follows:
2007 2006 2005
------------ ------------- -------------
Oil Gas Oil Gas Oil Gas
(MBbls) (MMCF) (MBbls) (MMCF) (MBbls) (MMCF)
----- ---- ----- ---- ----- ----
Proved developed and
undeveloped reserves:
Beginning of year 741 65 715 94 522 83
Revisions of previous
estimates 132 4 82 (22) 113 18
Extensions, discoveries
and other additions -- 267 10 -- 151 --
Production (67) ( 5) (66) ( 7) (71) ( 7)
---- ---- ---- ---- ---- ----
End of year 806 331 741 65 715 94
==== ==== ==== ==== ==== ====
Proved developed reserves:
Beginning of year 556 65 539 94 475 83
==== ==== ==== ==== ==== ====
End of year 660 64 556 65 539 94
==== ==== ==== ==== ==== ====
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.
49
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2007
The present value of estimated future net revenues of proved developed
reserves, discounted at 10%, were as follows:
December 31,
--------------------------------------
2007 2006 2005
---------- ---------- ----------
Proved developed and
undeveloped reserves
(Present value before
income taxes) $27,414,000 $12,358,000 $12,694,000
========== ========== ==========
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,
2007, 2006 and 2005 were as follows:
2007 2006 2005
-------- ------- -------
Property acquisition costs $ -- $ 2,000 $ 47,500
Exploration costs - expensed 7,000 339,500 --
Development costs 1,173,000 1,386,000 249,000
Asset retirement costs 6,400 9,600 --
50
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2007
The results of operations for oil and gas producing activities for the years
ended December 31, 2007, 2006 and 2005 were as follows:
2007 2006 2005
---------- ---------- ----------
Sales $ 4,503,000 $ 3,958,000 $ 3,478,000
Production costs 1,716,000 1,613,000 1,454,000
Exploration costs 7,000 348,000 --
Accretion expense 22,000 20,000 19,000
Depletion, depreciation,
amortization and
valuation allowance 349,000 220,000 148,000
--------- --------- ---------
2,409,000 1,757,000 1,857,000
Income tax provision 375,000 76,000 55,000
--------- --------- ---------
Results of operations from
production activities $ 2,034,000 $ 1,681,000 $ 1,802,000
========= ========= =========
The standardized measure of discounted estimated future net cash flows
relating to proved oil and gas reserves for the years ended December 31, 2007,
2006 and 2005 were as follows:
2007 2006 2005
---------- ---------- ----------
Future cash inflows $75,649,000 $42,353,000 $40,734,000
Future development and
production costs 29,961,000 20,630,000 17,915,000
Future abandonment costs 1,011,000 982,000 755,000
Future income tax expense 12,856,000 4,994,000 6,016,000
---------- ---------- ----------
Future net cash flow 31,821,000 15,747,000 16,048,000
10% annual discount 12,283,000 6,325,000 6,888,000
Standardized measure ---------- ---------- ----------
of discounted future
net cash flow $19,538,000 $ 9,422,000 $ 9,160,000
========== ========== ==========
51
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2007
The principal changes in the standardized measure of discounted future net
cash flows during the years ended December 31, 2007, 2006 and 2005 were as
follows:
2007 2006 2005
---------- ---------- ----------
Extensions $ 3,741,000 $ 223,000 $ 3,094,000
Revisions of previous estimates
Price changes 11,969,000 (1,161,000) 4,715,000
Quantity estimate 2,581,000 1,226,000 2,175,000
Change in production rates,
timing and Other (3,138,000) 160,000 247,000
Development costs incurred 1,853,000 1,386,000 249,000
Changes in estimated future
development costs (455,000) (286,000) (179,000)
Estimated future
abandonment costs ( 14,000) ( 37,000) (755,000)
Sales of oil and gas, net of
production costs (2,780,000) (1,996,000) (2,024,000)
Accretion of discount 1,298,000 1,344,000 537,000
---------- ---------- ----------
15,055,000 859,000 8,059,000
Net change in income taxes 4,939,000 597,000 3,535,000
---------- ---------- ----------
Net increase $10,116,000 $ 262,000 $ 4,524,000
========== ========== ==========
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, as
well as certain abandonment costs, based on year-end cost estimates 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
52
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
DECEMBER 31, 2007
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 standardized measure of discounted future cash flows before income taxes
increased by $15,055,000 at December 31, 2007. The change in income taxes
decreased discounted future cash flows by $4,939,000 for a net increase in
future cash flows of $10,116,000 after income taxes as of December 31, 2007.
Average crude oil prices at December 31, 2007, increased by approximately
$34.60 per barrel when compared with prices at December 31, 2006. This price
increase generated an increase in discounted cash flows due to price changes
of $11,969,000. The Company acquired an interest in a joint venture gas
prospect in Texas that caused an increase in discounted future cash flows of
$3,741,000.
The increase in the standardized measure of discounted future net cash flows
at December 31, 2006, of $262,000 is the result of several offsetting factors.
Discounted future net cash flows increased by $859,000 and was offset by lower
projected income taxes of $597,000. Sales of oil and gas, net of production
costs, reduced future cash flows by approximately $1,996,000. Development
costs incurred of $1,386,000 increased future cash flows due to the drilling
of three new wells in 2006. This was offset by an increase in estimated
future development costs of $286,000. Accretion of discount also contributed
to a change in future cash flows of $1,344,000.
The standardized measure of discounted future cash flows before income taxes
increased by $8,059,000 at December 31, 2005. The change in income taxes
decreased discounted future cash flows by $3,535,000 for a net increase in
future cash flows of $4,524,000 after income taxes as of December 31, 2005.
One of the major factors contributing to the increase in cash flows is higher
crude oil prices. Average crude oil prices at December 31, 2005, increased by
approximately $21.00 per barrel. This price increase contributed to an
increase in discounted cash flows due to price changes of $4,715,000 and
quantity estimate revisions of $2,175,000. Another major factor that
increased discounted future cash flows were extensions of $3,094,000 resulting
from data that was obtained from drilling three wells in the Carneros Creek
field in the first quarter of 2006. This was offset by sales of oil and gas,
net of production costs, in the amount of $2,024,000 and estimated future
abandonment costs of $755,000. The increase in estimated discounted future
income taxes is due to the Company's utilization of it's net operating loss
carryforwards (NOL's) during 2005. At December 31, 2005, the Company had
approximately $62,000 in federal NOL's to carryforward to future tax periods.
53
PYRAMID OIL COMPANY
SUPPLEMENTAL INFORMATION (UNAUDITED)
QUARTERLY RESULTS
2007 2006
---------- ----------
REVENUES:
Quarter Ended:
March 31 $ 826,180 $ 912,211
June 30 1,110,413 1,096,664
September 30 1,608,913 1,080,199
December 31 1,399,276 868,514
---------- ----------
$ 4,944,782 $ 3,957,588
========== ==========
NET INCOME (LOSS):
Quarter Ended:
March 31 $ 57,929 $ 278,603
June 30 357,349 371,229
September 30 652,412 332,353
December 31 427,371 ( 33,313) (a)
---------- ----------
$ 1,495,061 $ 948,872
========== ==========
INCOME (LOSS) PER COMMON SHARE:
Quarter Ended:
March 31 $ .01 $ .07
June 30 .10 .10
September 30 .17 .09
December 31 .12 (.01) (a)
---------- ----------
$ .40 $ .25
========== ==========
(a) Reflects exploration costs of $207,000, net of income tax benefit of
$141,000, additional depletion of $31,000 and a valuation allowance of $9,900
(see Note 5 of Notes to Financial Statements included in Item 7 of this Form
10-KSB).
54
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 8A(T) - CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the reports that the
Company files with the Securities and Exchange Commission (the SEC) under the
Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules
and forms and that such information is accumulated and communicated to the
Company's management, including the principal executive and financial
officers, as appropriate, to allow for timely decisions regarding required
disclosure. As required by SEC Rule 15d-15(b), the Company carried out an
evaluation, under the supervision and with the participation of its
management, including it principal executive and financial officers, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of the end of the period covered by this Annual Report.
Based on the foregoing, the Company's principal executive and financial
officers concluded that the Company's disclosure controls and procedures are
effective to ensure that the information required to be disclosed in the
Company's reports filed or submitted under the Exchange Act is timely
recorded, processed and reported within the time periods specified in the
SEC's rules and forms.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
This report is provided by the Company's management pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002 and the SEC rules promulgated thereunder.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting and for assessing the effectiveness of
internal control over financial reporting.
The Company's control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the Untied States.
The Company's internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the
United States, and that the Company's receipts and expenditures are being made
only in accordance with authorizations of the Company's management and
directors; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisitions, use, or disposition of the
Company's assets that could have a material effect on the financial
statements.
55
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Management has assessed the Company's internal control over financial
reporting as of December 31, 2007, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on the assessment of
the Company's internal control over financial reporting, management has
concluded that, as of December 31, 2007, the Company's internal control over
financial reporting was effective.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management's report in this Annual
Report.
There has been no change in the Company's internal control over financial
reporting during the Company's most recent fiscal quarter that has materially
affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.
ITEM 8B - OTHER INFORMATION
The Company is aware of no information that was required to be disclosed in a
report on Form 8-K during the fourth quarter of 2007 but was not reported.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
AND CORPORATE GOVERNANCE; 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 2008 Annual Meeting
of Shareholders.
The Company has adopted a code of ethics that is applicable to all of its
directors, officers and employees. A copy of the code is available at no
charge to any person who sends a request for a copy to the Corporate
Secretary, Pyramid Oil Company, P.O. Box 832, Bakersfield, California 93302.
56
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 2008
Annual Meeting of Shareholders.
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
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 2008
Annual Meeting of Shareholders.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
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 $324,700 in 2007, $307,600 in
2006 and $221,400 in 2005.
During August 2005, after approval by the Company's Board of Directors, the
Company leased additional acreage from the investor group. The new lease,
Santa Fe Energy Section 32, is adjacent to the Company's existing Santa Fe
Energy lease. The Company paid the investor group $22,000 for an oil and gas
lease on 440 acres for a term of 3 years. The Company drilled a discovery
well with a joint venture partner on this property in the first quarter of
2006. A decision was made in the fourth quarter of 2006 to abandon this well.
In December of 2007, Mr. Alexander purchased a used pickup truck from the
Company for $20,150. The sale of the vehicle resulted in a gain to the
Company of approximately $1,500.
As a director, Mr. Alexander has abstained from voting on any of the above
matters that have been brought before the Board of Directors, involving the
Santa Fe lease.
57
ITEM 13 - 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)
31.1 Certification of Chief Executive Officer Pursuant to 15 U.S.C.
Section 7241, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to 15 U.S.C.
Section 7241, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of 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 and 10.4 to the
Registrants December 31, 2001 Form 10-KSB.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company hereby incorporates by reference the information contained under
the section entitled ''Principal Accounting Fees and Services'' or a similarly
entitled section from its definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with its 2008 Annual Meeting
of Shareholders.
58
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PYRAMID OIL COMPANY
March 27, 2008 By: JOHN H. ALEXANDER
----------------------
John H. Alexander
Director/President
Chief Executive Officer
In accordance with 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.
JOHN H. ALEXANDER Director/President March 27, 2008
--------------------------- Chief Executive Officer
John H. Alexander
MICHAEL D. HERMAN Director March 27, 2008
--------------------------- Chairman of the Board
Michael D. Herman
THOMAS W. LADD Director March 27, 2008
---------------------------
Thomas W. Ladd
GARY L. RONNING Director March 27, 2008
---------------------------
Gary L. Ronning
JOHN E. TURCO Director March 27, 2008
---------------------------
John E. Turco
LEE G. CHRISTIANSON Corporate Secretary/ March 27, 2008
--------------------------- Principal Accounting and
Lee G. Christianson Financial Officer