1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB /X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 / / For the quarterly period ended June 30, 2004 OR Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 0-5525 PYRAMID OIL COMPANY (Exact name of registrant as specified in its charter) CALIFORNIA 94-0787340 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2008 - 21ST. STREET, BAKERSFIELD, CALIFORNIA 93301 (Address of principal executive offices) (Zip Code) (661) 325-1000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. COMMON STOCK WITHOUT PAR VALUE 2,494,430 (Class) (Outstanding at June 30, 2004) 2 FINANCIAL STATEMENTS PYRAMID OIL COMPANY BALANCE SHEETS ASSETS June 30, December 31, 2004 2003 (Unaudited) (Audited) ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 467,965 $ 606,799 Short-term investments 850,000 850,000 Trade accounts receivable 484,235 217,460 Interest receivable 65,390 63,430 Crude oil inventory 56,732 48,417 Prepaid expenses 53,384 114,411 Deferred income taxes 27,927 27,927 ------------ ------------ TOTAL CURRENT ASSETS 2,005,633 1,928,444 ------------ ------------ PROPERTY AND EQUIPMENT, at cost Oil and gas properties and equipment (successful efforts method) 10,993,678 10,769,838 Capitalized asset retirement costs 290,450 290,450 Drilling and operating equipment 1,811,360 1,819,360 Land, buildings and improvements 947,426 947,426 Automotive, office and other property and equipment 970,516 967,244 ------------ ------------ 15,013,430 14,794,318 Less: accumulated depletion, depreciation, amortization and valuation allowance (13,008,401) (12,925,901) ------------ ------------ 2,005,029 1,868,417 ------------ ------------ OTHER ASSETS Deposits 250,000 -- Assets held for resale 36,819 38,237 ------------ ------------ 286,819 38,237 ------------ ------------ $4,297,481 $3,835,098 ============ ============The Accompanying Notes Are an Integral Part of These Financial Statements. 3 PYRAMID OIL COMPANY BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY June 30, December 31, 2004 2003 (Unaudited) (Audited) ------------ ------------ CURRENT LIABILITIES: Accounts payable $ 78,359 $ 95,651 Accrued professional fees 13,323 33,972 Accrued taxes, other than income taxes -- 19,785 Accrued payroll and related costs 47,499 38,727 Accrued royalties payable 85,323 78,084 Accrued insurance 17,278 47,825 Current maturities of long-term debt 44,049 44,049 Line of credit 100,000 -- Deferred income taxes 27,927 27,927 ------------ ------------ TOTAL CURRENT LIABILITIES 413,758 386,020 ------------ ------------ LONG-TERM DEBT, net of current maturities 36,113 59,248 ------------ ------------ LIABILITY FOR ASSET RETIREMENT OBLIGATION 939,395 930,306 ------------ ------------ COMMITMENTS (note 3) STOCKHOLDERS' EQUITY: Common stock-no par value; 10,000,000 authorized shares; 2,494,430 shares issued and outstanding 1,071,610 1,071,610 Retained earnings 1,836,605 1,387,914 ------------ ------------ 2,908,215 2,459,524 ------------ ------------ $4,297,481 $3,835,098 ============ ============ The Accompanying Notes Are an Integral Part of These Financial Statements. 4 PYRAMID OIL COMPANY STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended Six months ended June 30, June 30, --------------------- --------------------- 2004 2003 2004 2003 --------- --------- --------- --------- REVENUES $666,871 $487,222 $1,266,167 $1,025,830 --------- --------- --------- --------- COSTS AND EXPENSES: Operating expenses 339,787 266,944 641,401 509,349 General and administrative 101,057 87,993 190,637 172,541 Taxes, other than income and payroll taxes 12,267 13,121 25,454 27,738 Provision for depletion, depreciation and amortization 44,194 38,050 89,700 76,849 Accretion expense 4,545 4,800 9,090 9,611 Other costs and expenses 7,630 9,667 11,256 10,753 --------- --------- --------- --------- 509,480 420,575 967,538 806,841 --------- --------- --------- --------- OPERATING INCOME 157,391 66,647 298,629 218,989 --------- --------- --------- --------- OTHER INCOME (EXPENSE): Interest income 3,005 5,248 6,268 9,504 Gain on sale of other assets 4,200 -- 137,782 -- Other income 3,600 3,600 7,200 7,200 Interest expense ( 63) ( 208) ( 63) (2,081) --------- --------- --------- --------- 10,742 8,640 151,187 14,623 --------- --------- --------- --------- INCOME BEFORE INCOME TAX PROVISION 168,133 75,287 449,816 233,612 Income tax provision 800 800 1,125 1,125 --------- --------- --------- --------- NET INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 167,333 74,487 448,691 232,487 Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- -- -- (810,115) --------- --------- --------- --------- NET INCOME (LOSS) $ 167,333 $ 74,487 $ 448,691 $(577,628) ========= ========= ========= ========= The Accompanying Notes Are an Integral Part of These Financial Statements. 5 PYRAMID OIL COMPANY STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended Six months ended June 30, June 30, --------------------- --------------------- 2004 2003 2004 2003 --------- --------- --------- --------- EARNINGS PER COMMON SHARE Basic: Income Before Cumulative Effect of Change in Accounting Principle $0.07 $ 0.03 $ 0.18 $ 0.09 Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- -- -- (0.32) --------- --------- --------- --------- Net Income (Loss) $0.07 $ 0.03 $ 0.18 $(0.23) ========= ========= ========= ========= Diluted: Income Before Cumulative Effect of Change in Accounting Principle $0.07 $ 0.03 $ 0.18 $ 0.09 Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- -- -- (0.32) --------- --------- --------- --------- Net Income (Loss) $0.07 $ 0.03 $ 0.18 $(0.23) ========= ========= ========= ========= Weighted average number of common shares outstanding 2,494,430 2,494,430 2,494,430 2,494,430 ========= ========= ========= ========= The Accompanying Notes Are an Integral Part of These Financial Statements. 6 PYRAMID OIL COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, --------------------------- 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 448,691 $(577,628) Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- 810,115 Provision for depletion, depreciation and amortization 89,700 76,849 Accretion expense 9,090 9,611 Decrease in asset retirement obligation -- (3,975) Gain on sale of fixed assets (137,782) -- Changes in assets and liabilities: Increase in trade accounts and interest receivable (268,735) (16,473) Increase in crude oil inventories (8,315) (1,642) Decrease in prepaid expenses 61,027 55,758 Increase (decrease) in accounts payable and accrued liabilities (72,263) 119,022 -------- -------- Net cash provided by operating activities 121,413 471,637 -------- -------- The Accompanying Notes Are an Integral Part of These Financial Statements. 7 PYRAMID OIL COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Six months ended June 30, --------------------------- 2004 2003 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Cash deposit with state of California Division of Oil and Gas (250,000) -- Proceeds from sale of fixed assets 140,000 -- Capital expenditures (227,112) (219,499) -------- -------- Net cash used in investing activities (337,112) (219,499) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit 100,000 -- Principal payments on long-term debt ( 23,135) (121,160) -------- -------- Net cash provided by (used in) financing activities 76,865 (121,160) -------- -------- Net increase (decrease) in cash (138,834) 130,978 Cash at beginning of period 606,799 502,839 -------- -------- Cash at end of period $467,965 $633,817 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the six months for interest $ 63 $7,387 ======== ======== Cash paid during the six months for income taxes $1,125 $1,125 ======== ======== The Accompanying Notes Are an Integral Part of These Financial Statements. 8 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS JUNE 30, 2004 (UNAUDITED) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements include the accounts of Pyramid Oil Company (the Company). Such financial statements included herein have been prepared by the Company, without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. A summary of the Company's significant accounting policies is contained in its December 31, 2003 Form 10-KSB which is incorporated herein by reference. The financial data presented herein should be read in conjunction with the Company's December 31, 2003 financial statements and notes thereto, contained in the Company's Form 10-KSB. In the opinion of the Company, the unaudited financial statements, contained herein, include all adjustments necessary to present fairly the Company's financial position as of June 30, 2004 and the results of its operations and its cash flows for the six month periods ended June 30, 2004 and 2003. The results of operations for an interim period are not necessarily indicative of the results to be expected for a full year. (2) DIVIDENDS No cash dividends were paid during the six months ended June 30, 2004 and 2003. (3) COMMITMENTS AND CONTINGENCIES In April 2004, the Company entered into a Joint Venture Agreement with two oil companies, Prime Natural Resources, LLC of Houston, Texas and North Arm Resources, Inc. Of Wayzata, Minnesota for the drilling of a 5,500 foot exploratory well in the Blackwell's Corner area of Kern Country California. This drilling prospect contains approximately 1,100 acres and was developed by employing 3-D seismic technology and geology. The Company purchased a 25% position in the prospect for approximately $53,000 and will be the Operator. The new well was drilled in May of 2004, with an estimated cost of approximately $400,000 for a dry-hole look and $560,000 to complete as a producer. The Company's share of these costs would be 25%. As of June 30, 2004, the Company's share of costs for drilling and competing the new well was approximately $126,000. If this well is successful, additional wells may be drilled within this prospect area. 9 The Company has entered into various employment agreements with key executive employees. In the event the key executives are dismissed, the Company would incur approximately $1,042,000 in costs. (4) OTHER INCOME The Company sold a well servicing hoist in the first quarter of 2004 for a gain of approximately $134,000. (5) INCOME TAX PROVISION The Company's income tax provision consists mainly of current minimum taxes for California and New York. The Company is utilizing its significant net operating loss carryforwards to offset Federal income taxes. (6) CHANGE IN ACCOUNTING PRINCIPLE In accordance with Statement of Financial Accounting Standards No. 143, ''Accounting for Assets Retirement Obligations'', effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations (ARO) relating to well abandonment costs from expensing such costs in the year the wells are abandoned to recording a liability when such costs are incurred in order to provide a better matching of revenue and expenses and to improve interim financial reporting. Upon adoption of SFAS 143, the Company was required to recognize a liability for the present value of all legal obligations associated with the retirement of tangible long-lived assets and an asset retirement cost was capitalized as part of the carrying value of the associated asset. Upon initial application of SFAS 143, a cumulative effect of a change in accounting principle was also required in order to recognize a liability for any existing ARO's adjusted for cumulative accretion, an increase to the carrying amount of the associated long-lived asset and accumulated depreciation on the capitalized cost. Subsequent to initial measurement, liabilities are required to be accreted to their present value each period and capitalized costs are depreciated over the estimated useful life of the related assets. Upon settlement of the liability, the Company will settle the obligation against its recorded amount and will record any resulting gain or loss. As a result of the adoption of SFAS 143 on January 1, 2003, the Company recorded a $272,649 increase in the net capitalized cost of its oil and gas properties. 10 The effect of these changes for the six months ending June 30, 2004, resulted in a decrease in income from continuing operations of $11,940. The cumulative effect of these changes on years prior to January 1, 2003, approximately $810,115 ($0.23 per common share), has been charged to operations in 2003. The effect on net income of this change in accounting methods is as follows: Amount Per Share -------- --------- Cumulative effect to January 1, 2003 $(810,115) $(0.23) Effect on six months ended June 30, 2004 (11,940) -- Effect on six months ended June 30, 2003 (11,870) -- 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 June 30, 2004, because the Company records a valuation allowance on net operating losses and 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: Amount ------- Beginning Balance, January 1, 2004 $930,306 Incurred during the period -- Settled during the period -- Accretion expense 9,090 Revisions in estimates -- Other ( 1) ------- Ending Balance, June 30, 2004 $939,395 ======= (7) DEPOSITS In April 2004, the Company replaced its $250,000 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. 11 (8) CHANGE IN REGISTRANT'S OFFICERS Effective June 3, 2004, J. Ben Hathaway has retired as President and Chief Executive Officer of Pyramid Oil Company. Mr. Hathaway will remain on the Company's Board of Directors and will retain the title of Chairman of the Board of Directors. The Board of Directors has elected John H. Alexander as the new President of Pyramid Oil Company. Mr. Alexander had previously served as Vice President of the Company since 1986. Mr. Alexander has also been a Director of the Company since 1986. The Board of Directors has elected J. Ben Hathaway, Jr. as Vice President of the Company to succeed Mr. Alexander. Mr. Hathaway has been an employee of the Company since 1986. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS IMPACT OF CHANGING PRICES The Company's revenue is affected by crude oil prices paid by the major oil companies. Average crude oil prices for the second quarter of 2004 increased by approximately $9.70 when compared with the same period for 2003. Average crude oil prices for the first six months of 2004 increased by approximately $5.50 per equivalent barrel when compared with the same period for 2003. At the end of the second quarter of 2004, crude oil prices had increased by approximately $4.40 per barrel when compared with crude oil prices at December 31, 2003. The Company cannot predict the future course of crude oil prices. LIQUIDITY AND CAPITAL RESOURCES Cash and cash equivalents decreased by $138,834 for the six months ended June 30, 2004, primarily due to the Company depositing a $250,000 cash bond with the state of California (see Deposits, Note 7). During the first half of 2004, operating activities provided cash of $121,413. Additional liquidity was provided by proceeds from the sale of fixed assets of $140,000 and proceeds from the line-of-credit of $100,000. This was offset by capital expenditures of $227,112 and principal payments on long-term debt totaling $23,135 during the first six months of 2004. Capital expenditures for the second quarter of 2004 included approximately $126,000 for the drilling and completion of a new well in partnership with two other oil Companies. See the Statements of Cash Flows for additional detailed information. 12 FORWARD LOOKING INFORMATION The Company now has a WEB site, pyramidoil.com, where information, financial results and SEC filings by the Company can be obtained. The Company intends to use this site to ''post'' information about the Company's future activities. This site also provides an e-mail address, info@pyramidoil.com, for shareholders or prospective shareholders to contact the Company. Management's 2004 capital budget, has provisions for both production enhancement activities on existing wells, the drilling of a new well in its Carneros Creek field, and a possible follow-up well in the Blackwell's corner area if warranted. All of these activities are governed by various factors including economics, production rates, results from testing and geological interpretations and boundaries. Additionally, funds have been allocated for other properties the Company owns, both for production stimulation, facility upgrades and returning idle wells back to production. Management also budgets and maintains cash reserves for unexpected major expenses and for future oil and gas property purchases. During the second quarter of 2004, the Company participated in a joint venture with two other oil companies in the drilling of an exploratory well in the Blackwell's corner area of Kern County, CA. The Company is the designated operator of the joint venture and is responsible for all operations involving this well. During the drilling phase of the well, two potential producing zones were encountered. The deeper of the two zones provided good gas shows and the well was completed after reaching its total depth. After perforating the well and conducting various testing activities, gas flows from the deeper zone have been less than expected. At the present time, the Company and its partners are evaluating the post testing information to decide if further testing of the deeper zone is warranted. If the deeper zone is determined to be non-productive, the joint venture partners plans to abandon the lower portion of the well and test the upper zone for potential oil production. In July of 2004, the Company performed a gelled water frac treatment on one of its wells in the Carneros Creek field to test a new crude oil producing zone. If this procedure is successful, it could be applied to other wells in this area. The cost of this procedure is estimated to be approximately $50,000. At the present time, the Company does not have enough production information from this well to comment further. Portions of the Quarterly Report, including Management's Discussion and Analysis, contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this release. Such forward-looking statements speak only as of the date of this report and the Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in Company expectations or results or any change in events. Factors that could cause 13 results to differ materially include, but are not limited to: the timing and extent of changes in commodity prices of oil, gas and electricity, environmental risk, drilling and operational costs, uncertainties about estimates of reserves and government regulations. ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2004 COMPARED TO THE QUARTER ENDED JUNE 30, 2003 REVENUES Oil and gas revenues increased by 37% for the three months ended June 30, 2004 when compared with the same period for 2003. Oil and gas revenues increased by 38% due to higher average crude oil prices for the second quarter of 2004. The average price of the Company's oil and gas for the second quarter of 2004 increased by approximately $9.70 per equivalent barrel when compared to the same period of 2003. Revenues decreased by 1% due to slightly lower production of crude oil. The Company's net revenue share of crude oil production decreased by approximately 150 barrels for the second quarter of 2004. OPERATING EXPENSES Operating expenses increased by approximately 27% for the second quarter of 2004. Operating costs for the second quarter of 2004 increased due primarily to work performed on three leases and increased costs of maintaining the Company's trucks, vehicles and other production equipment. The cost to produce an equivalent barrel of crude oil increased by approximately $4.00 for the second quarter of 2004 when compared with the second quarter of 2003. Costs increased by 10% on one of the Company's leases during the second quarter of 2004 due to an effort to return the well to production. The well had stopped producing due to serious mechanical problems with the tubing and casing in the well. The Company has been unsuccessful, so far, in returning this well back to production. Expenses increased by 6% on an oil producing property that the Company has attempted to return to production during the second quarter of 2004. This property has been shut-in for over two years due to problems with economically disposing of produced waste water. The Company has found an economic method of disposing of produced waste water and has been working on returning this lease to production. The Company also worked on a well during the second quarter of 2004 which increased operating costs by approximately 6%. The work on this well has been done to explore a different producing zone in an effort to increase production and to test this zone for application on other wells on this same property. Repair and maintenance costs for vehicles and production equipment increased by 5% due primarily to increased costs for parts, supplies and tires. Repair and maintenance costs are cyclical in nature and can vary significantly for period to period. 14 GENERAL AND ADMINISTRATIVE General and administrative expenses increased by approximately 15% for the quarter ended June 30, 2004. Legal services increased by 5% during the second quarter of 2004, due primarily to compliance with Sarbanes-Oxley. Communications increased by 5% due primarily to a change in cell phone provider for the Company's field personnel. Salaries also increased by 4% during the second quarter of 2004 due to a salary increase that was effective July 1, 2003. PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION The provision for depletion, depreciation and amortization increased by 16% for the second quarter of 2004, when compared with the same period for 2003. The increase is due primarily to an increase of 12% in depletion charges. The increase in depletion is due to an increase in the depletion rate due to an increase in the depletable asset base at January 1, 2004. INCOME TAX PROVISION The Company's income tax provision consists mainly of current minimum taxes for California and New York. The Company is utilizing its significant net operating loss carryforwards to offset Federal income taxes. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2003 REVENUES Oil and gas revenues increased by 23% for the six months ended June 30, 2004 when compared with the same period for 2003. Oil and gas revenues increased by approximately 20% due to higher average crude oil prices for the first half of 2004. The average price of the Company's oil and gas for the first six months of 2004 increased by approximately $5.50 per equivalent barrel when compared with the same period for 2003. Revenues increased by 3% due to higher production of crude oil. The Company's net revenue share of crude oil production increased by approximately 1,200 barrels for the six months ended June 30, 2003. 15 OPERATING EXPENSES Operating expenses increased by approximately 26% for the six months ended June 30, 2004, when compared with the same period for 2003. The cost to produce an equivalent barrel of crude oil increased by approximately $3.00 per barrel for the six months ended June 30, 2004. Operating costs for the six months ended June 30, 2004, increased due primarily to work performed on three leases and increased costs of maintaining the Company's trucks, vehicles and other production equipment. Costs increased by 9% on one of the Company's wells during the first six months of 2004 due to an effort to return the well to production. The well had stopped producing due to mechanical problems with the tubing in the well. The Company has been unsuccessful, so far, in returning this well back to production. Expenses increased by 6% on an oil producing property that the Company has attempted to return to production during the first half of 2004. This property has been shut-in for over two years due to problems with economically disposing of produced waste water. The Company has found an economic method of disposing of produced waste water and has been working on returning this lease to production. The Company also worked on a well during the first six months of 2004 which increased operating costs by approximately 8%. The work on this well has been done to explore a different producing zone in an effort to increase production and to test this zone for application on other wells on this same property. Repair and maintenance costs for vehicles and production equipment increased by 3% due primarily to increased costs for parts, supplies and tires. Repair and maintenance costs are cyclical in nature and can vary significantly for period to period. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses increased by approximately 10% for the six months ended June 30, 2004. Legal services increased by 3% during the first half of 2004, due primarily to compliance with Sarbanes-Oxley. Communications increased by 2% due primarily to a change in cell phone provider for the Company's field personnel. Salaries also increased by 4% during the first half of 2004 due to a salary increase that was effective July 1, 2003. PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION The provision for depletion, depreciation and amortization increased by 17% for the six months ended June 30, 2004, when compared with the same period for 2003. The increase is due primarily to an increase of 12% in depletion charges. The increase in depletion is due to an decrease in the depletion rate due to an increase in the depletable asset base at January 1, 2004. OTHER INCOME The Company sold a well servicing hoist in the first quarter of 2004 for a gain of approximately $134,000. 16 INCOME TAX PROVISION The Company's income tax provision consists mostly of current minimum taxes for California and New York. The Company is utilizing its significant net operating loss carryforwards to offset Federal income taxes. Item 3. CONTROLS AND PROCEDURES Based on their evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing of this Report, the Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective. There were no significant changes in the Company's internal controls or in other factors that could significantly affect such controls subsequent to the date of their evaluation. 17 PYRAMID OIL COMPANY PART II - OTHER INFORMATION Item 1. - Legal Proceedings None Item 2. - Changes in Securities None Item 3. - Defaults Upon Senior Securities None Item 4. - Submission of Matters to a Vote of Security Holders On June 3, 2004, the Company held its Annual Meeting of Shareholders in Bakersfield, California. Three items were voted on during the meeting; election of Directors, approval of Auditors and a shareholder resolution relating to a dividend policy. The shareholders elected J. Ben Hathaway, John H. Alexander, Thomas W. Ladd, Gary L. Ronning and John E. Turco to serve as the Company's Directors until the next scheduled Annual Meeting. The shareholders also approved the selection of Singer Lewak Greenbaum & Goldstein, LLP as auditors for 2003. The shareholders defeated the shareholder resolution for a dividend policy. Each item is fully described in the Company's Proxy dated May 12,2004. Item 5. - Other Information - None Item 6. - Exhibits and Reports on Form 8-K - a. Exhibits 99.1 Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 99.2 Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 b. The Company filed Form 8-K on June 15, 2004, describing the changes in the Company's officers. 18 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED. PYRAMID OIL COMPANY (registrant) Dated: August 13, 2004 JOHN H. ALEXANDER --------------------- John H. Alexander President Dated: August 13, 2004 LEE G. CHRISTIANSON --------------------- Lee G. Christianson Chief Financial Officer PAGE <19> Certification By Principal Executive Officer Pursuant to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, John H. Alexander, the President of Pyramid Oil Company (the registrant), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Pyramid Oil Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and PAGE <20> 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: August 13, 2004 By: JOHN H. ALEXANDER ----------------------- John H. Alexander Chief Executive Officer PAGE <21> Certification By Principal Financial Officer Pursuant to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lee G. Christianson, the Chief Financial Officer of Pyramid Oil Company (the registrant), certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Pyramid Oil Company; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and PAGE <22> 6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: August 13, 2004 By: LEE G. CHRISTIANSON ------------------------ Lee G. Christianson Chief Financial Officer