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 March 31, 2003 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 March 31, 2003) 2 FINANCIAL STATEMENTS PYRAMID OIL COMPANY BALANCE SHEETS ASSETS March 31, December 31, 2003 2002 (Unaudited) (Audited) ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 680,478 $ 502,839 Short-term investments 850,000 850,000 Trade accounts receivable 213,685 201,777 Interest receivable 56,547 54,689 Crude oil inventory 54,987 50,153 Prepaid expenses 75,354 103,324 Deferred income taxes 18,166 22,911 ------------ ------------ TOTAL CURRENT ASSETS 1,949,217 1,785,693 ------------ ------------ PROPERTY AND EQUIPMENT, at cost Oil and gas properties and equipment (successful efforts method) 10,521,514 10,521,514 Capitalized asset retirement costs 272,649 -- Drilling and operating equipment 2,793,674 2,793,674 Land, buildings and improvements 936,681 936,681 Automotive, office and other property and equipment 977,657 970,314 ------------ ------------ 15,502,175 15,222,183 Less: accumulated depletion, depreciation, amortization and valuation allowance (13,809,257) (13,570,579) ------------ ------------ 1,692,918 1,651,604 ------------ ------------ $3,642,135 $3,437,297 ============ ============The Accompanying Notes are an Integral Part of These Financial Statements. 3 PYRAMID OIL COMPANY BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY March 31 December 31, 2003 2002 (Unaudited) (Audited) ------------ ------------ CURRENT LIABILITIES: Accounts payable $ 40,001 $ 44,065 Accrued professional fees 13,589 24,633 Accrued taxes, other than income taxes 21,925 21,925 Accrued payroll and related costs 36,626 31,060 Accrued royalties payable 79,480 76,360 Accrued insurance 36,102 46,222 Interest payable 7,387 5,514 Loan payable to related party 31,166 36,166 Current maturities of long-term debt 97,652 97,652 ------------ ------------ TOTAL CURRENT LIABILITIES 363,928 383,597 ------------ ------------ LONG-TERM DEBT, net of current maturities 28,747 35,076 ------------ ------------ LIABILITY FOR ASSET RETIREMENT OBLIGATION 887,696 -- ------------ ------------ DEFERRED INCOME AND OTHER TAXES 18,166 22,911 ------------ ------------ 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 1,271,988 1,924,103 ------------ ------------ 2,343,598 2,995,713 ------------ ------------ $3,642,135 $3,437,297 ============ ============ The Accompanying Notes are an Integral Part of These Financial Statements. 4 PYRAMID OIL COMPANY STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended March 31, --------------------------- 2003 2002 ------------ ------------ REVENUES $538,608 $283,283 ------------ ------------ COSTS AND EXPENSES: Operating expenses 242,405 228,444 Exploration costs -- 3,099 General and administrative 84,548 90,761 Taxes, other than income and payroll taxes 14,617 14,856 Provision for depletion, depreciation and amortization 38,799 39,647 Accretion expense 4,811 -- Other costs and expenses 1,086 2,065 ------------ ------------ 386,266 378,872 ------------ ------------ OPERATING INCOME (LOSS) 152,342 (95,589) ------------ ------------ OTHER INCOME (EXPENSE): Interest income 4,256 11,059 Loss on disposal of assets -- (10,100) Other income 3,600 21,113 Interest expense ( 1,873) ( 16) ------------ ------------ 5,983 22,056 ------------ ------------ INCOME (LOSS) BEFORE INCOME TAX PROVISION 158,325 (73,533) Income tax provision 325 325 ------------ ------------ NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE 158,000 (73,858) Cumulative effect on prior years of change in method of accounting for asset retirement obligation (810,115) -- ------------ ------------ NET LOSS $(652,115) $(73,858) ============ ============ The Accompanying Notes are an Integral Part of These Financial Statements. 5 PYRAMID OIL COMPANY STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended March 31, --------------------------- 2003 2002 ------------ ------------ EARNINGS PER COMMON SHARE Basic: Income (Loss) Before Cumulative Effect of Change in Accounting Principle $ 0.06 $(0.03) Cumulative effect on prior years of change in method of accounting for asset retirement obligation (0.32) -- ------------ ------------ Net Loss $(0.26) $(0.03) ============ ============ Diluted: Income (Loss) Before Cumulative Effect of Change in Accounting Principle $ 0.06 $(0.03) Cumulative effect on prior years of change in method of accounting for asset retirement obligation (0.32) -- ------------ ------------ Net Loss $(0.26) $(0.03) ============ ============ Weighted average number of common shares outstanding 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) Three months ended March 31, 2003 2002 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(652,115) $ (73,858) Adjustments to reconcile net 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 38,799 39,647 Accretion expense 4,811 -- Exploration cost -- 3,099 Loss on disposal of fixed assets -- 10,100 Changes in assets and liabilities: Increase in trade accounts and interest receivable (13,766) (23,288) Decrease in crude oil inventories ( 4,834) (19,141) Decrease in prepaid expenses 27,970 24,658 Decrease in accounts payable and accrued liabilities (14,669) ( 8,327) --------- --------- Net cash provided by (used in) operating activities 196,311 (47,110) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 7,343) (11,800) --------- --------- Net cash used in investing activities ( 7,343) (11,800) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt ( 11,329) ( 5,408) --------- --------- Net cash used in financing activities ( 11,329) ( 5,408) --------- --------- Net increase (decrease) in cash 177,639 (64,318) Cash at beginning of period 502,839 614,416 --------- --------- Cash at end of period $680,478 $550,098 ========= ========= SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the three months for interest $ -- $ 16 ========= ========= Cash paid during the three months for income taxes $ 325 $ 325 ========= ========= The Accompanying Notes are an Integral Part of These Financial Statements. 7 PYRAMID OIL COMPANY NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 (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, 2002 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, 2002 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 March 31, 2003 and the results of its operations and its cash flows for the three month periods ended March 31, 2003 and 2002. The results of operations for any 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 three months ended March 31, 2003 and 2002. (3) COMMITMENTS During 1998, the Company entered into a joint venture project, with several other oil and gas companies, to explore for and develop potential natural gas reserves in the Solano County area of California. This project is employing 3-D seismic technology and exploratory drilling, in hopes of finding and developing natural gas reserves on approximately 3,200 acres of leased ground. The Company's position is that of a non-operator. Drilling operations on the first well began early in the first quarter of 2000. This well encountered substantial mechanical problems prior to reaching its intended depth and was abandoned due to these problems. The Company participated in the drilling of a second well on this lease in the fourth quarter of 2000. This well was abandoned due to insufficient gas reserves. The Company has not made any decisions about participating in any future proposed exploration wells on this project. The Company expended approximately $18,000 for its share of costs on the first well during 1999, 8 and expended an additional $15,000 during 2000. The Company expended approximately $18,000 for its share of costs on the second well during 2000. These costs are recorded in Operating Costs on the Statements of Operations. The Company agreed to participate in the drilling of a third natural gas well in conjunction with the same operator in a new prospect area located in Solano County. This well commenced drilling in the fourth quarter of 2001 and was abandoned due to inadequate gas reserves. The Company's share of the prospect fee and drilling costs for this new well were approximately $36,000 during the fourth quarter of 2001 and $3,100 in the first quarter of 2002. The costs for the third well are recorded in Costs and Expenses on the Statements of Operations. A fourth well has not been proposed by the joint venture operator. 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 disposed of a well servicing rig in the first Quarter of 2002 with a net book value of $10,100. The Company received approximately $16,000 as a settlement of lease oil antitrust litigation, also in the first quarter of 2002. (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. 9 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 $272,849 increase in the net capitalized cost of its oil and gas properties. The effect of these changes for the quarter ending March 31, 2003, resulted in a decrease in income from continuing operations of $5,945. 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 three months ended March 31, 2003 (5,945) -- Pro Forma effect on three months ended March 31, 2002: As reported $(73,858) $(0.03) Pro Forma (79,607) (0.03) There are no legally restricted assets for the settlement of asset retirement obligations. A reconciliation of the Company's asset retirement obligations from the periods presented are as follows: Amount ------- Beginning Balance, January 1, 2003 $882,885 Incurred during the period -- Settled during the period -- Accretion expense 4,811 Revisions in estimates -- ------- Ending Balance, March 31, 2003 $887,696 ======= 10 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 first quarter of 2003 increased by approximately $13.68 per equivalent barrel when compared with the same period for 2002. During the first quarter of 2003 the Company experienced 56 separate price changes compared with 24 price changes during the same period for 2002. The Company cannot predict the future course of crude oil prices. LIQUIDITY AND CAPITAL RESOURCES Cash increased by $177,639 for the three months ended March 31, 2003. During the first quarter of 2003, operating activities increased cash by $196,311. Capital spending of $7,343 and principal payments on long-term debt totaling $11,329, reduced cash for the first quarter of 2003. See the Statements of Cash Flows for additional detailed information. A $100,000 line of credit, unused at March 31, 2003, provided additional liquidity during the first quarter of 2003. FORWARD LOOKING INFORMATION The Company's average crude oil price has decreased by approximately $2.50 per barrel since March 31, 2003. 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. Item 4. 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. 11 ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2003 COMPARED TO THE QUARTER ENDED MARCH 31, 2002 REVENUES Oil and gas revenue increased by 90% for the three months ended March 31, 2003 when compared with the same period for 2002. Oil and gas revenue increased by 84% due to higher average crude oil prices for the first quarter of 2003. The average price of the Company's oil and gas for the first quarter of 2003 increased by approximately $13.70 per equivalent barrel when compared to the same period of 2002. Revenues also increased by 6% due to higher production of crude oil. The Company's net revenue share of crude oil production increased by approximately 1,000 barrels for the first three months of 2003. The increase in crude oil production is primarily the result of the Company's acquisition, effective April 1, 2002, of a 36.5% working interest in three oil and gas properties in the Carneros Creek field (the Company previously owned 63.5% of the working interest). OPERATING EXPENSES Operating expenses increased by 6% for the first quarter of 2003. The cost to produce an equivalent barrel of crude oil during the first quarter of 2003 remained unchanged at approximately $14.00 per barrel when compared with the production costs for the first quarter of 2002. The increase in operating expenses for the first quarter of 2003 is due primarily to the difference between the quarterly crude oil inventory adjustments. During the first quarter of 2002, the crude oil inventory adjustment reduced operating expenses by approximately $19,000. The crude oil inventory adjustment for the first quarter of 2003 reduced operating expenses by approximately $4,800. GENERAL AND ADMINISTRATIVE General and administrative expenses decreased by approximately 7% for the first three months of 2003 when compared with the same period for 2002. There were minor reductions in several cost categories that combined to generate the overall favorable reduction in general and administrative expenses, no single variance was significant. PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION The provision for depletion, depreciation and amortization decreased by 2% for the first quarter of 2003, when compared with the same period for 2002. The decrease is due primarily to the decrease in the depletion rate. The depletion rate decreased as a result of an increase in the estimated oil and gas reserves. 12 OTHER INCOME Interest income decreased due primarily to the decline in interest rates. The Company disposed of a well servicing rig in the first Quarter of 2002 with a net book value of $10,100. The Company received approximately $16,000 as a settlement of lease oil antitrust litigation, also in the first quarter of 2002. 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. 13 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 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. b. No Form 8-K's were filed during the three months ended March 31, 2003. 14 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: May 14, 2003 J. BEN HATHAWAY --------------------- J. Ben Hathaway President Dated: May 14, 2003 JOHN H. ALEXANDER --------------------- John H. Alexander Vice President PAGE <15> 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, J. Ben Hathaway, 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 <16> 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: May 14, 2003 By: J. BEN HATHAWAY ----------------------- J. Ben Hathaway Chief Executive Officer PAGE <17> 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 <18> 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: May 14, 2003 By: LEE G. CHRISTIANSON ------------------------ Lee G. Christianson Chief Financial Officer