-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QWMWL7+DjjBjax5hHZu12EWNL3iPduxeYLW9aw+Nqd6CMNqo9uKXk79c57wTXUsO kxupvMoQxiOGTHV2Xig7Pw== 0000930661-97-002641.txt : 19971117 0000930661-97-002641.hdr.sgml : 19971117 ACCESSION NUMBER: 0000930661-97-002641 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISER OIL CO CENTRAL INDEX KEY: 0000107874 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550522128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12640 FILM NUMBER: 97717688 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STE 400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2142650080 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 10-Q 1 QUARTERLY REPORT ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1997 COMMISSION FILE NUMBER 0-5426 THE WISER OIL COMPANY A DELAWARE CORPORATION I.R.S. EMPLOYER IDENTIFICATION NO. 55-0522128 8115 PRESTON ROAD, SUITE 400 DALLAS, TEXAS 75225 TELEPHONE (214) 265-0080 Former name, former address and former fiscal year, if changed since last report. NONE 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, and (2) has been subject to such filing requirements for the past 90 days. x ----- ----- Yes 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. Class Outstanding at September 30, 1997 ------------- --------------------------------- $3 par value 8,950,090 ================================================================================ THE WISER OIL COMPANY PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The consolidated condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly present such information. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies, normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. 2 THE WISER OIL COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, DECEMBER 31, (000's) except share data 1997 1996 ----------------- ----------------- Assets Current Assets: Cash and cash equivalents $ 18,757 $ 5,870 Accounts receivable 11,693 14,091 Inventories 1,602 1,289 Prepaid expenses 462 473 ------------------ ------------------ Total Current Assets 32,514 21,723 ------------------ ------------------ Marketable Securities 6,512 7,176 Property, Plant and Equipment, at cost: Oil and gas properties (successful efforts method) 335,253 306,716 Other properties 5,042 4,974 ------------------ ------------------ 340,295 311,690 Accumulated depreciation, depletion and amortization (126,096) (131,972) ------------------ ------------------ Net Property, Plant and Equipment 214,199 179,718 Other Assets 4,423 - ------------------ ------------------ $ 257,648 $ 208,617 ================== ================== Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 12,929 $ 14,996 Accrued income taxes 2,195 1,697 Accrued liabilities 5,230 1,537 ------------------ ------------------ Total current liabilities 20,354 18,230 ------------------ ------------------ Long Term Debt 124,280 78,654 Deferred Benefit Cost 1,643 1,496 Deferred Income Taxes 10,816 10,975 Stockholders' Equity: Common stock - $3 par value 20,000,000 shares authorized; 9,126,294 and 9,115,572 shares issued At September 30, 1997 and December 31, 1996, respectively; 8,950,090 and 8,939,368 shares outstanding at September 30, 1997 and December 31, 1996, respectively 27,379 27,347 Paid-in capital 3,208 3,078 Retained earnings 67,898 66,385 Marketable securities valuation adjustment 3,968 4,328 Foreign currency translation 831 853 Treasury stock; 176,204 shares, at cost (2,729) (2,729) ------------------ ------------------ Total stockholders' equity 100,555 99,262 ------------------ ------------------ $ 257,648 $ 208,617 ================== ==================
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 are an integral part of these financial statements. 3 THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
FOR THE THREE MONTHS FOR THE NINE MONTHS -------------------- ------------------- Ended September 30, ENDED SEPTEMBER 30, ------------------- ------------------- (000's except per share data) 1997 1996 1997 1996 ---- ---- ---- ---- Revenues: Oil and gas sales $ 16,372 $ 17,713 $ 55,641 $ 50,186 Dividends and interest 407 157 864 555 Marketable security sales gains - 805 1,813 7,637 Other 248 793 2,108 1,020 -------- -------- -------- -------- 17,027 19,468 60,426 59,398 -------- -------- -------- -------- Costs and Expenses: Production and operating 6,407 6,606 19,968 18,097 Purchased natural gas 377 272 1,150 914 Depreciation, depletion and amortization 5,318 4,922 16,328 14,772 Impairments - - - 12,112 Exploration 2,181 805 6,320 3,001 General and administrative 2,225 1,900 7,156 6,840 Interest expense 3,289 1,391 6,644 4,119 -------- -------- -------- -------- 19,797 15,896 57,566 59,855 -------- -------- -------- -------- Income (Loss) Before Income Taxes (2,770) 3,572 2,860 (457) Income Tax Expense (Benefit) (892) 1,127 541 954 -------- -------- -------- -------- NET INCOME (LOSS) (1,878) 2,445 2,319 (1,411) Retained Earnings, beginning of period 70,045 56,638 66,385 61,030 Dividends Paid (269) (269) (806) (805) -------- -------- -------- -------- Retained Earnings, end of period $ 67,898 $ 58,814 $ 67,898 $ 58,814 ======== ======== ======== ======== Average Outstanding Shares 8,950 8,939 8,950 8,939 ======== ======== ======== ======== Earnings (Loss) Per Share $ (0.21) $ 0.27 $ 0.26 $ (0.16) ======== ======== ======== ======== Cash Dividends Per Share $ 0.03 $ 0.03 $ 0.09 $ 0.09 ======== ======== ======== ========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 are an integral part of these financial statements. 4 THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, --------------------------------------- (000's) 1997 1996 ---- ---- Cash Flows From Operating Activities: Net income (loss) $ 2,319 $ (1,411) Adjustments to reconcile net income to operating cash flows: Depreciation, depletion and amortization 16,328 14,772 Deferred income taxes 29 (150) Marketable securities & property sale gains (3,750) (7,752) Amortization of debt issuance costs 67 - Foreign currency translation (22) (4) Exploration expense 6,320 3,001 Property impairments - 12,112 Other Changes - Accounts receivable 2,398 (782) Inventories (313) 48 Prepaid expenses 11 230 Other assets - 441 Accounts payable (2,067) 1,384 Accrued income taxes 498 (553) Accrued liabilities 3,693 56 Deferred benefits cost 147 252 -------- -------- Operating Cash Flows 25,658 21,644 -------- -------- Cash Flows From Investing Activities: Capital and exploration expenditures (58,299) (31,838) Proceeds from sales of property, plant and equipment 3,107 264 Proceeds from marketable security sales 1,929 8,284 -------- -------- Investing Cash Flows (53,263) (23,290) -------- -------- Cash Flows From Financing Activities: Long term debt issued 125,000 19,000 Payments on long term debt (78,654) (16,171) Debt issuance costs and fees (5,210) - Common stock issued 162 - Dividends paid (806) (805) -------- -------- Financing Cash Flows 40,492 2,024 -------- -------- Net Increase In Cash 12,887 378 Cash and Cash Equivalents, beginning of year 5,870 1,397 -------- -------- Cash and Cash Equivalents, end of period $ 18,757 $ 1,775 ======== ========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 are an integral part of these financial statements. 5 THE WISER OIL COMPANY Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 Revenues for the third quarter of 1997 decreased $2.4 million from the third quarter of 1996, due primarily to reduced oil revenues and the absence of marketable security sale gains in the third quarter of 1997. On a BOE basis, net production was 1,112 MBOE for the third quarter of 1997, down 96 MBOE or 8% from the third quarter of 1996. Oil sales for the third quarter of 1997 were down $2.3 million from the third quarter of 1996 due to lower oil production and lower prices received for oil sales. Net oil production for the third quarter of 1997 was 570,000 bbls, down 75,000 bbls or 12% from the third quarter of 1996 and the average price received for oil sales in the third quarter of 1997 was $17.30 per bbl, down $1.64 per bbl or 9% from the third quarter of 1996. The decrease in oil production is attributable primarily to the sale of properties in Michigan in the first half of 1997 and reduced production from the Wellman Unit. Gas sales in the third quarter of 1997 were up $1.4 million over the third quarter of 1996 due to higher production and higher prices received for gas sales. Net gas production for the third quarter of 1997 was 2,911 MMcf, up 75 MMcf or 3% from the third quarter of 1996 and the average price received in the third quarter of 1997 was $1.97 per Mcf, up $.45 per Mcf or 30% from the third quarter of 1996. Natural gas liquids (NGL) sales for the third quarter of 1997 were down $0.4 million from the third quarter of 1996 due primarily to reduced production attributable to the Wellman Unit. Adjustments to oil and gas sales from the Company's hedging activities resulted in a reduction of $0.3 million in oil and gas sales during the third quarter of 1997 as compared to a reduction of $1.9 million during the third quarter of 1996. The Company did not have any marketable security sales gains in the third quarter of 1997 compared to $0.8 million of gains in the third quarter of 1996. The Company plans to liquidate its remaining portfolio of marketable securities during 1997. Production and operating expense for the third quarter of 1997 decreased $.2 million or 3% from the third quarter of 1996. On a BOE basis (excluding 162 MMcf and 141 MMcf of natural gas purchased for resale during the third quarter of 1997 and 1996, respectively), production and operating expense during the third quarter of 1997 increased to $5.91 per BOE, up 6% from $5.57 per BOE during the third quarter of 1996. The increase in production and operating expense per BOE during the third quarter of 1997 is attributable primarily to reduced production volumes without a corresponding reduction in production and operating expense. Depreciation, depletion and amortization ("DD&A") for the third quarter of 1997 increased $0.4 million or 8% over the third quarter of 1996, primarily as a result of higher DD&A from Canadian oil and gas properties. Exploration expense for the third quarter of 1997 increased $1.4 million or 171% as compared to the third quarter of 1996, primarily as a result of higher geological and geophysical expenses. General and administrative expense during the third quarter of 1997 increased $0.3 million or 17% as compared to the third quarter of 1996, primarily as a result of higher payroll costs. Interest expense during the third quarter of 1997 was $1.9 million or 136% higher than the third quarter of 1996 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997. 6 THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 (continued) The Company realized a net loss of $1.9 million and loss per share of $0.21 during the third quarter of 1997, compared to net income of $2.4 million and earnings per share of $0.27 during the third quarter of 1996. The Company's Canadian operations incurred a net loss of $0.2 million during the third quarter of 1997, compared to a net loss of $0.3 million during the third quarter of 1996. COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 Revenues for the first nine months of 1997 increased $1.0 million or 2% from the first nine months of 1996, due primarily to higher oil and gas sales. Oil and gas sales for the first nine months of 1997 were up $5.5 million over the same period in 1996 primarily as a result of higher gas prices. On a BOE basis, net production was 3,556 MBOE for the first nine months of both 1997 and 1996. Net oil production was 1,830 Mbbls for the fist nine months of 1997, up 68 Mbbls or 3.8% over 1996. The increase in net oil production over 1996 is attributable primarily to the Maljamar field. The average price received for oil sales during the first nine months of 1997 was $18.17 per Bbl, a decrease of $0.23 per Bbl or 1.2% from the first nine months of 1996. Net gas production for the first nine months of 1997 was 8,974 MMcf, down 252 MMcf or 3% from the first nine months of 1996. The average price received for gas sales during the first nine months of 1997 was $2.14 per Mcf, up $0.56 per Mcf or 35% from the first nine months of 1996. Adjustments to oil and gas sales from the Company's hedging activities resulted in a reduction of $2.1 million in oil and gas sales during the first nine months of 1997 as compared to a reduction of $4.5 million during the same period in 1996. Marketable security sales gains were down 76% to $1.8 million during the first nine months of 1997 compared to $7.6 million during the first nine months of 1996. The Company plans to liquidate its remaining portfolio of marketable securities during 1997. Other revenues during the first nine months of 1997 includes a pretax gain of $1.8 million from the sale of oil and gas properties, primarily located in Michigan. Production and operating expense for the first nine months of 1997 increased $1.9 million or 10% over the first nine months of 1996. The increase was due primarily to additional development wells completed at the Maljamar properties and workover and repair operations at the Wellman Unit. On a BOE basis (excluding 463 MMcf and 410 MMcf of natural gas purchased for resale during the first nine months of 1997 and 1996, respectively), production and operating expense increased to $5.74 per BOE or 11% during the first nine months of 1997 from $5.19 per BOE during the same period in 1996. DD&A for the first nine months of 1997 increased $1.6 million or 11% over the first nine months of 1996, primarily as a result of higher DD&A from Canadian oil and gas properties. Exploration expense for the first nine months of 1997 increased $3.3 million or 111% as compared to the same period in 1996, primarily as a result of $1.2 million in dry hole expense for the South Lakeside prospect in Cameron Parish, Louisiana and higher geological and geophysical expenses. General and administrative expense during the first nine months of 1997 was slightly higher than the same period in 1996 due primarily to higher payroll costs. Interest expense during the first nine months of 1997 was up $2.5 million or 61% over the same period in 1996 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997. 7 THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996 (continued) The Company realized net income of $2.3 million and earnings per share of $0.26 during the first nine months of 1997, compared to a net loss of $1.4 million and loss per share of $0.16 during the first nine months of 1996. The Company's Canadian operations incurred a net loss of $3.2 million during the first nine months of 1997, compared to a net loss of $6.2 million during the first nine months of 1996. Operating cash flows during the first nine months of 1997 were $25.7 million, up $4.0 million from the first nine months of 1996 primarily as a result of changes in working capital components. Capital and exploration expenditures of $58.3 million during the first nine months of 1997 were $26.5 million higher than the same period in 1996 due primarily to the $15.0 million acquisition of oil and gas properties in Refugio and Goliad counties in Texas, additional secondary recovery facilities at Maljamar and higher exploration expense. On May 21, 1997, the Company issued $125 million of 9 1/2% Senior Subordinated Notes that are due in 2007. The Company used $77.0 million of proceeds from the Notes to repay all of the outstanding indebtedness under the Credit Agreement. NOTES TO FINANCIAL STATEMENTS NOTE 1. SUMMARY OF GUARANTIES OF 9 1/2% SENIOR SUBORDINATED NOTES In May 1997, the Company issued $125 million aggregate principal amount of its 9 1/2% Senior Subordinated Notes due 2007 pursuant to an offering exempt from registration under the Securities Act of 1933. The notes are unsecured obligations of the Company, subordinated in right of payment to all existing and any future senior indebtedness of the Company. The notes rank pari passu with any future senior subordinated indebtedness and senior to any future junior subordinated indebtedness of the Company. The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior subordinated basis by certain wholly owned subsidiaries of the Company (the "Subsidiary Guarantors"). At the time of the initial issuance of the notes, Wiser Oil Delaware, Inc., The Wiser Marketing Company, Wiser Delaware LLC, T.W.O.C., Inc. and The Wiser Oil Company of Canada were the Subsidiary Guarantors (the "Initial Subsidiary Guarantors"). Except for two wholly owned subsidiaries that are inconsequential to the Company on a consolidated basis, the Initial Subsidiary Guarantors comprise all of the Company's direct and indirect subsidiaries. Sections 13 and 15(d) of the Securities Exchange Act of 1934 require presentation of the following unaudited summarized financial information of the Subsidiary Guarantors. The Company has not presented separate financial statements and other disclosures concerning each Subsidiary Guarantor because such information is not material to investors. There are no significant contractual restrictions on distributions from each of the Subsidiary Guarantors to the Company. 8 THE WISER OIL COMPANY
SUBSIDIARY GUARANTORS ------------------------------------------------------------- (000's) THE WISER WISER T.W.O.C MARKETING COMBINED CANADA(1) INC. COMPANY TOTAL ------------------------------------------------------------- Revenues For the Quarter Ended September 30, 1997 $ 3,867 $ 48 $ 552 $ 4,467 For the Quarter Ended September 30, 1996 4,438 924 423 5,785 For the Nine Months Ended September 30, 1997 11,268 2,215 1,640 15,123 For the Nine Months Ended September 30, 1996 12,504 8,082 1,410 21,996 INCOME (LOSS) BEFORE INCOME TAXES For the Quarter Ended September 30, 1997 $ (255) $ 44 $ 63 $ (148) For the Quarter Ended September 30, 1996 (322) 920 48 646 For the Nine Months Ended September 30, 1997 (3,176) 2,205 181 (790) For the Nine Months Ended September 30, 1996 (6,210) 8,069 194 2,053 NET INCOME (LOSS) For the Quarter Ended September 30, 1997 $ (217) $ 38 $ 53 $ (126) For the Quarter Ended September 30, 1996 (322) 785 41 504 For the Nine Months Ended September 30, 1997 (2,700) 1,874 154 (672) For the Nine Months Ended September 30, 1996 (6,210) 6,859 165 814 CURRENT ASSETS September 30, 1997 $ 4,295 $ 184 $ 156 $ 4,635 December 31, 1996 4,958 53 170 5,181 TOTAL ASSETS September 30, 1997 $ 46,535 $6,696 $ 569 $ 53,800 December 31, 1996 39,132 7,229 718 47,079 CURRENT LIABILITIES September 30, 1997 $ 5,757 $ - $ 300 $ 6,057 December 31, 1996 4,931 - 508 5,439 NONCURRENT LIABILITIES September 30, 1997 $ 3,212 $2,040 $ - $ 5,252 December 31, 1996 52,439 2,227 - 54,666 STOCKHOLDER'S EQUITY (DEFICIT) September 30, 1997 $ 37,566 $4,656 $ 269 $ 42,491 December 31, 1996 (18,238) 5,002 210 (13,026)
(1) Includes the accounts of Wiser Oil Delaware, Inc., Wiser Delaware LLC and The Wiser Oil Company of Canada. See other notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 9 THE WISER OIL COMPANY PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- The information required by this Item 6 (a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) Reports on Form 8-K ------------------- None. 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. THE WISER OIL COMPANY ---------------------------------------- (Registrant) Date: November 14, 1997 /s/ Andrew J. Shoup, Jr. ---------------------------------------- Andrew J. Shoup, Jr. President and Chief Executive Officer Date: November 14, 1997 /s/ Lawrence J. Finn ---------------------------------------- Lawrence J. Finn Vice President, Finance and Chief Financial Officer 10 THE WISER OIL COMPANY INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 27 Financial Data Schedule 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM QUARTERLY REPORT ON 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 18,757 6,512 11,693 0 1,602 32,514 340,295 126,096 257,648 20,354 124,280 0 0 27,379 73,176 257,648 55,641 60,426 21,118 57,566 0 0 6,644 2,860 541 2,319 0 0 0 2,319 .26 .26
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