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 September 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 September 30, 2004) 2 FINANCIAL STATEMENTS PYRAMID OIL COMPANY BALANCE SHEETS ASSETS September 30, December 31, 2004 2003 (Unaudited) (Audited) ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 855,324 $ 606,799 Short-term investments 850,000 850,000 Trade accounts receivable 303,457 217,460 Interest receivable 68,052 63,430 Crude oil inventory 61,675 48,417 Prepaid expenses 32,743 114,411 Deferred income taxes 27,927 27,927 ------------ ------------ TOTAL CURRENT ASSETS 2,199,178 1,928,444 ------------ ------------ PROPERTY AND EQUIPMENT, at cost Oil and gas properties and equipment (successful efforts method) 11,042,997 10,769,838 Capitalized asset retirement costs 290,450 290,450 Drilling and operating equipment 1,696,253 1,819,360 Land, buildings and improvements 947,426 947,426 Automotive, office and other property and equipment 992,840 967,244 ------------ ------------ 14,969,966 14,794,318 Less: accumulated depletion, depreciation, amortization and valuation allowance (12,936,260) (12,925,901) ------------ ------------ 2,033,706 1,868,417 ------------ ------------ OTHER ASSETS Deposits 250,000 -- Assets held for resale 36,819 38,237 ------------ ------------ 286,819 38,237 ------------ ------------ $4,519,703 $3,835,098 ============ ============The Accompanying Notes Are an Integral Part of These Financial Statements. 3 PYRAMID OIL COMPANY BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY September 30, December 31, 2004 2003 (Unaudited) (Audited) ------------ ------------ CURRENT LIABILITIES: Accounts payable $ 53,776 $ 95,651 Accrued professional fees 21,197 33,972 Accrued taxes, other than income taxes 11,372 19,785 Accrued payroll and related costs 44,325 38,727 Accrued royalties payable 86,320 78,084 Accrued insurance -- 47,825 Current maturities of long-term debt 39,222 44,049 Line of credit -- -- Deferred income taxes 27,927 27,927 ------------ ------------ TOTAL CURRENT LIABILITIES 284,139 386,020 ------------ ------------ LONG-TERM DEBT, net of current maturities 49,631 59,248 ------------ ------------ LIABILITY FOR ASSET RETIREMENT OBLIGATION 931,178 930,306 ------------ ------------ 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 2,183,145 1,387,914 ------------ ------------ 3,254,755 2,459,524 ------------ ------------ $4,519,703 $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 Nine months ended September 30, September 30, --------------------- --------------------- 2004 2003 2004 2003 --------- --------- --------- --------- REVENUES $702,899 $506,801 $1,969,066 $1,532,631 --------- --------- --------- --------- COSTS AND EXPENSES: Operating expenses 298,350 268,408 939,751 777,757 General and administrative 89,142 83,693 279,779 256,234 Taxes, other than income and payroll taxes 14,824 13,798 40,278 41,536 Provision for depletion, depreciation and amortization 43,789 35,657 133,489 112,506 Accretion expense 4,545 4,800 13,635 14,411 Other costs and expenses 3,052 2,066 14,308 12,819 --------- --------- --------- --------- 453,702 408,422 1,421,240 1,215,263 --------- --------- --------- --------- OPERATING INCOME 249,197 98,379 547,826 317,368 --------- --------- --------- --------- OTHER INCOME (EXPENSE): Interest income 4,413 4,712 10,681 14,216 Gain on sale of other assets 83,703 -- 221,485 -- Other income 9,727 3,600 16,927 10,800 Interest expense ( 500) -- ( 563) (2,081) --------- --------- --------- --------- 97,343 8,312 248,530 22,935 --------- --------- --------- --------- INCOME BEFORE INCOME TAX PROVISION 346,540 106,691 796,356 340,303 Income tax provision -- -- 1,125 1,125 --------- --------- --------- --------- NET INCOME BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 346,540 106,691 795,231 339,178 Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- -- -- (810,115) --------- --------- --------- --------- NET INCOME (LOSS) $ 346,540 $ 106,691 $ 795,231 $(470,937) ========= ========= ========= ========= The Accompanying Notes Are an Integral Part of These Financial Statements. 5 PYRAMID OIL COMPANY STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended Nine months ended September 30, September 30, --------------------- --------------------- 2004 2003 2004 2003 --------- --------- --------- --------- EARNINGS PER COMMON SHARE Basic: Income Before Cumulative Effect of Change in Accounting Principle $0.14 $ 0.04 $ 0.32 $ 0.13 Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- -- -- (0.32) --------- --------- --------- --------- Net Income (Loss) $0.14 $ 0.04 $ 0.32 $(0.19) ========= ========= ========= ========= Diluted: Income Before Cumulative Effect of Change in Accounting Principle $0.14 $ 0.04 $ 0.32 $ 0.13 Cumulative effect on prior years of change in method of accounting for asset retirement obligation -- -- -- (0.32) --------- --------- --------- --------- Net Income (Loss) $0.14 $ 0.04 $ 0.32 $(0.19) ========= ========= ========= ========= 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) Nine months ended September 30, --------------------------- 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 795,231 $(470,937) 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 133,489 112,506 Accretion expense 13,635 14,411 Decrease in asset retirement obligation ( 12,763) (3,975) Gain on sale of fixed assets (221,485) -- Changes in assets and liabilities: (Decrease) increase in trade accounts and interest receivable ( 90,619) 15,759 Increase in crude oil inventories ( 13,258) (2,799) Decrease in prepaid expenses 81,668 72,326 Decrease in accounts payable and accrued liabilities (97,054) (56,786) -------- -------- Net cash provided by operating activities 588,844 490,620 -------- -------- The Accompanying Notes Are an Integral Part of These Financial Statements. 7 PYRAMID OIL COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED) Nine months ended September 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 226,500 -- Capital expenditures (302,375) (303,912) -------- -------- Net cash used in investing activities (325,875) (303,912) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit 100,000 -- Payments on line of credit (100,000) -- Proceeds from issuance of long-term debt 20,690 40,117 Principal payments on long-term debt ( 35,134) (127,489) -------- -------- Net cash used in financing activities ( 14,444) ( 87,372) -------- -------- Net increase in cash 248,525 99,336 Cash at beginning of period 606,799 502,839 -------- -------- Cash at end of period $855,324 $602,175 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the nine months for interest $ 563 $7,387 ======== ======== Cash paid during the nine 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 SEPTEMBER 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 September 30, 2004 and the results of its operations and its cash flows for the nine month periods ended September 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 nine months ended September 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 September 30, 2004, the Company's share of costs for drilling and competing the new well was approximately $146,000. 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 and a minor piece of production equipment in the second quarter of 2004 for a gain of $4,000. The Company sold another well servicing hoist in the third quarter of 2004 for a gain of approximately $56,000. The Company also sold another piece of equipment in the third quarter from the category, assets held for resale, for a gain of $28,000. All of the assets sold in 2004 had little or no net book values. (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 nine months ending September 30, 2004, resulted in a decrease in income from continuing operations of $17,910. 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 nine months ended September 30, 2004 (17,910) -- Effect on nine months ended September 30, 2003 (17,795) -- 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 September 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 (12,763) Settled during the period -- Accretion expense 13,635 Revisions in estimates -- ------- Ending Balance, September 30, 2004 $931,178 ======= (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 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. Mr. Hathaway's decision to retire automatically triggered non-renewal of his employment contract with the Company effective June 3, 2004. 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 third quarter of 2004 increased by approximately $12.20 when compared with the same period for 2003. Average crude oil prices for the first nine months of 2004 increased by approximately $7.70 per equivalent barrel when compared with the same period for 2003. At the end of the third quarter of 2004, crude oil prices had increased by approximately $13.20 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 increased by $248,525 for the nine months ended September 30, 2004. During the first nine months of 2004, operating activities provided cash of $588,844. Additional liquidity was provided by proceeds from the sale of fixed assets of $226,500. This was offset by capital expenditures of $302,375, the Company depositing a $250,000 cash bond with the state of California (see Deposits, Note 7) and principal payments on long-term debt totaling $35,134 during the first nine months of 2004. Capital expenditures for the first nine months of 2004 included approximately $146,000 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 Announcements from the Company, including any updates of financial results and SEC fillings can be found on the Company's WEB site, pyramidoil.com. The Company uses the Web site to ''post'' information about the Company's activities. This site also provides an e-mail address, info@pyramidoil.com, for shareholders or prospective shareholders to contact the Company. On October 20, 2004 the Company began drilling operations on a new well in the Carneros Creek field, located in Kern County California. This well was designed as a developmental well within the existing field boundaries, with a emphases on obtaining sub-surface scientific information, to assist in future development of this area. Specific technical information will be obtained from the examination of core samples retrieved from the oil bearing zones known to exist in this area. Currently Pyramid has 27 wells in the Carneros Creek field. The estimated budgeted costs of drilling and completing this well are approximately $322,000. As of October 30, 2004, the new well had encountered four of the predicted oil and gas zones and coring operations were successful in collecting representative cores from three of these zones. The well was completed and after review of the laboratory analysis of the cores, the well will be perforated and tested. Further announcements about this well will be posted on the WEB site and be included within the next 10-KSB filing. Based upon information obtained during the drilling of this new well and preliminary laboratory results, management is making plans for additional wells in this area of Carneros Creek. Production testing from the Company's Joint Venture exploratory well, Garibaldi #1, drilled in the Blackwells Corner area of Kern County, have been disappointing. The gas zone which was tested at approximately 5,000 feet, proved to be non-commercial and the well was plugged at that depth. A shallower zone at 2,100 feet, was perforated, tested and determined to be non- commercial. The Company and it's partners, Prime Natural Resources and North Arm Resource, are expected to make a final decision as to any additional testing or abandonment on this well within 30 days. In the prior 10-QSB, management discussed a July 2004, gelled water frac treatment on one of its wells in the Carneros Creek field, to test a new crude oil producing zone. Post treatment analysis and production testing indicated a problem with fluid blockage in the well. Although the initial results have been less than expected, the information gained by this procedure has become very important in designing future frac treatments for this producing area. The Company implemented an additional treatment procedure in this well, an attempt to treat the fluid blockage problem, and results of the treatment are pending. In response to higher oil prices, the Company undertook a three month project to refurbish certain surface facilities at one of its formerly idle properties in Santa Maria, California. After construction activities were completed, the property was put back into production in September 2004. With the current oil 13 prices, this property is expected to contribute both in cash flow and oil reserves to the Company. Management began a program to seek additional technical information on certain of the Company's properties by using outside consultants, such as petroleum engineers and geologists. This type of information will assist management in the planning and development of future drilling and production enhancement activities 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. Management also has budgeted additional funding 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 capital additions and improvements, future drilling activities, unexpected major expenses and for future oil and gas property purchases or acquisitions. Portions of the Quarterly Report, including Management's Discussion and Analysis, contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this release. Such forward-looking statements speak only as of the date of this report and the Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in Company expectations or results or any change in events. Factors that could cause results to differ materially include, but are not limited to: the timing and extent of changes in commodity prices of oil, gas and electricity, environmental risk, drilling and operational costs, uncertainties about estimates of reserves and government regulations. 14 ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2004 COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 2003 REVENUES Oil and gas revenues increased by 39% for the three months ended September 30, 2004 when compared with the same period for 2003. Oil and gas revenues increased by 44% due to higher average crude oil prices for the third quarter of 2004. The average price of the Company's oil and gas for the third quarter of 2004 increased by approximately $12.20 per equivalent barrel when compared to the same period of 2003. Revenues decreased by 5% due to lower production of crude oil. The Company's net revenue share of crude oil production decreased by approximately 900 barrels for the third quarter of 2004. OPERATING EXPENSES Operating expenses increased by approximately 11% for the third quarter of 2004. Operating costs for the third quarter of 2004 increased due primarily to work performed on one of the Company's leases. The cost to produce an equivalent barrel of crude oil increased by approximately $2.40 for the third quarter of 2004 when compared with the third quarter of 2003. The Company worked on a well during the third quarter of 2004 which increased operating costs by approximately 24%. 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. The work on this well has not generated any additional production for this lease. The increased costs of the work done on this well was offset by overall lower operating costs on the other Company's other properties. GENERAL AND ADMINISTRATIVE General and administrative expenses increased by approximately 6.5% for the quarter ended September 30, 2004. Salaries increased by 5% during the third quarter of 2004 due primarily to a salary increase that was effective June 1, 2004. PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION The provision for depletion, depreciation and amortization increased by 23% for the third quarter of 2004, when compared with the same period for 2003. The increase is due primarily to an increase of 13% 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. Depreciation of fixed assets also increased by 9% due primarily to the replacement of fully depreciated pickup trucks with new trucks. 15 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 NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003 REVENUES Oil and gas revenues increased by 29% for the nine months ended September 30, 2004 when compared with the same period for 2003. Oil and gas revenues increased by approximately 28% due to higher average crude oil prices for the first nine months of 2004. The average price of the Company's oil and gas for the first nine months of 2004 increased by approximately $7.70 per equivalent barrel when compared with the same period for 2003. Revenues increased by 1% due to higher production of crude oil. The Company's net revenue share of crude oil production increased by approximately 300 barrels for the nine months ended September 30, 2004. OPERATING EXPENSES Operating expenses increased by approximately 21% for the nine months ended September 30, 2004, when compared with the same period for 2003. The cost to produce an equivalent barrel of crude oil increased by approximately $2.80 per barrel for the nine months ended September 30, 2004. Operating costs for the nine months ended September 30, 2004, increased due primarily to work performed on three leases. The Company worked on a well during the first nine months of 2004 which increased operating costs by approximately 14%. 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. The work on this well has not generated any additional production for this lease. Costs increased by 5% on one of the Company's wells during the first nine 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 5% on an oil producing property that the Company has attempted to return to production during the first nine months 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 returned this lease to production in September of 2004. 16 GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses increased by approximately 9% for the nine months ended September 30, 2004. Salaries increased by 4% due to salary increases that were effective July 1, 2003 and June 1, 2004. Legal services increased by 3% due primarily to compliance with Sarbanes-Oxley. PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION The provision for depletion, depreciation and amortization increased by 19% for the nine months ended September 30, 2004, when compared with the same period for 2003. The increase is due primarily to an increase of 13% 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. Depreciation of fixed assets also increased by 5% due primarily to the replacement of fully depreciated pickup trucks with new trucks. OTHER INCOME The Company sold a well servicing hoist in the first quarter of 2004 for a gain of approximately $134,000. The Company sold another well servicing hoist in the third quarter of 2004 for a gain of approximately $56,000. The Company also sold another piece of equipment from the category of assets held for resale for a gain of $28,000. All of the assets sold in 2004 had little or no net book values. 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 None 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 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: November 12, 2004 JOHN H. ALEXANDER --------------------- John H. Alexander President Dated: November 12, 2004 LEE G. CHRISTIANSON --------------------- Lee G. Christianson Chief Financial OfficerPAGE <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: November 12, 2004 By: JOHN H. ALEXANDER ----------------------- John H. Alexander Chief Executive OfficerPAGE <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: November 12, 2004 By: LEE G. CHRISTIANSON ------------------------ Lee G. Christianson Chief Financial Officer