-----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, T2Gk5ejdYiEorDrlSKVlStGd7doVsJontH8o5+Zm2y2pbtPnTuQUF1scR3iTaNxg T+BkJlQo1iyKrcbcGtz41A== 0000930661-95-000453.txt : 19951119 0000930661-95-000453.hdr.sgml : 19951119 ACCESSION NUMBER: 0000930661-95-000453 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 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: 1934 Act SEC FILE NUMBER: 001-12640 FILM NUMBER: 95591443 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 FORM 10-Q 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, 1995 Commission file number 0-5426 ------------------ ------ The Wiser Oil Company --------------------- (Exact name of Registrant as Specified in its Charter) Delaware 55-0522128 -------- ---------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 8115 Preston Road, Suite 400, Dallas, Texas 75225 ------------------------------------------------- (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code 214/265-0080 ------------ NONE ---- Former name, former address and former fiscal year, if changed since last report. 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, 1995 ------------ --------------------------------- $3 par value 8,939,368 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 SHEET -------------------------- (Unaudited)
September 30, December 31, 1995 1994 ------------- ------------ Thousands of Dollars ASSETS - ------ Current Assets: Cash and cash equivalents $ 1,232 $ 2,714 Accounts receivable 7,376 10,900 Inventories 1,751 1,144 Prepaid expenses 1,170 852 -------- -------- Total current assets 11,529 15,610 -------- -------- Marketable Securities, at market value 24,060 27,337 -------- -------- Property, Plant and Equipment, at cost: Oil and gas properties (successful efforts method) 258,660 250,156 Other properties 4,311 5,443 -------- -------- 262,971 255,599 Accumulated depreciation, depletion, and amortization (91,115) (88,228) -------- -------- Net property, plant, and equipment 171,856 167,371 -------- -------- Other Assets 491 473 -------- -------- $207,936 $210,791 ======== ========
The accompanying note is an integral part of these financial statements. 3 THE WISER OIL COMPANY --------------------- CONSOLIDATED BALANCE SHEET -------------------------- (Unaudited)
September 30, December 31, 1995 1994 ------------- ------------ Thousands of Dollars LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------- Current Liabilities: Accounts payable $ 6,472 $ 9,562 Accrued income taxes 910 1,518 Accrued liabilities 2,080 2,139 Current portion of debt 38 78 -------- -------- Total current liabilities 9,500 13,297 -------- -------- Long Term Debt 78,000 78,013 Deferred Benefit Cost 1,585 1,052 Deferred Income Taxes 13,220 13,002 -------- -------- Total liabilities 102,305 105,364 -------- -------- Stockholders' Equity: Common Stock - $3 par value; 20,000,000 shares authorized; 9,115,572 shares issued 27,347 27,347 Paid-in capital 3,078 3,078 Retained earnings 62,104 62,414 Marketable securities valuation adjustment 14,274 16,013 Foreign currency translation 1,557 (696) Treasury stock of 176,204 shares, at cost (2,729) (2,729) -------- -------- Total Stockholders' Equity 105,631 105,427 -------- -------- $207,936 $210,791 ======== ========
The accompanying note is an integral part of these financial statements. 4 THE WISER OIL COMPANY --------------------- CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS ------------------------------------------------------ (Unaudited)
For the For the Three Months Ended Nine Months Ended ------------------ ----------------- September 30, September 30, ------------------ ----------------- 1995 1994 1995 1994 -------- -------- -------- ------- Thousands of Dollars (except per share amounts) REVENUES: Oil and condensate $ 8,858 $ 9,561 $26,552 $23,529 Natural gas liquids 895 352 1,565 995 Natural gas 3,469 4,697 11,578 14,725 Dividend and interest 319 421 973 1,209 Security sale gains 4,296 - 6,740 - Other 428 316 1,688 980 ------- ------- ------- ------- 18,265 15,347 49,096 41,438 ------- ------- ------- ------- COSTS AND EXPENSES: Production and operating 5,336 4,911 15,309 15,782 Purchased natural gas 192 182 511 594 Depreciation, depletion, and amortization 4,714 5,428 14,684 13,806 Abandonments - 27 - 217 Exploration 1,394 1,246 4,018 2,194 General and administrative 1,905 1,310 6,016 4,505 Interest expense 1,446 1,327 4,203 2,498 ------- ------- ------- ------- 14,987 14,431 44,741 39,596 ------- ------- ------- ------- INCOME (LOSS) BEFORE INCOME TAXES 3,278 916 4,355 1,842 PROVISION (BENEFIT) FOR INCOME TAXES 1,424 239 1,983 260 ------- ------- ------- ------- NET INCOME (LOSS) 1,854 677 2,372 1,582 Retained earnings - beginning of period 61,144 56,119 62,414 57,002 Dividends paid (894) (894) (2,682) (2,682) ------- ------- ------- ------- RETAINED EARNINGS END OF PERIOD $62,104 $55,902 $62,104 $55,902 ======= ======= ======= ======= AVERAGE OUTSTANDING SHARES 8,939 8,939 8,939 8,939 ======= ======= ======= ======= EARNINGS (LOSS) PER SHARE $ .21 $ .08 $ .27 $ .18 ======= ======= ======= ======= CASH DIVIDENDS PER SHARE $ .10 $ .10 $ .30 $ .30 ======= ======= ======= =======
The accompanying note is an integral part of these financial statements. 5 THE WISER OIL COMPANY --------------------- CONSOLIDATED STATEMENT OF CASH FLOW ----------------------------------- (Unaudited)
For the Nine Months Ended ---------------------------- September 30, September 30, ------------- ------------- 1995 1994 ------------- ------------- Thousands of Dollars Cash Flow From Operating Activities: Net income $ 2,372 $ 1,582 Adjustments to reconcile net income to operating cash flow - Depreciation and depletion 14,684 13,806 Deferred income taxes 1,107 (910) Security & property sale gains (before current income tax expense effect of $786) (7,177) - Foreign currency translation (43) - Dry hole cost, abandonments and lease impairments 3,068 1,790 -------- -------- Other Changes: Accounts receivable 3,523 (1,521) Inventories (607) (317) Prepaid expenses (318) (274) Other assets (18) 7 Accounts payable (3,060) 1,212 Income taxes, net (607) 1,118 Accrued liabilities (59) 778 Deferred benefit cost 534 827 -------- -------- Operating Cash Flow 13,399 18,098 -------- -------- Cash Flow From Investing Activities: Additions to property, plant and equipment (18,791) (62,964) Proceeds from sales of property, plant, and equipment 1,142 3,086 Proceeds from security sales 7,503 - Dry hole cost (2,012) (820) -------- -------- Investing Cash Flow (12,158) (60,698) -------- -------- Cash Flow From Financing Activities: Long term debt issued 8,000 55,600 Payment on long term debt (8,041) (6,848) Dividends paid (2,682) (2,682) -------- -------- Financing Cash Flow (2,723) 46,070 -------- -------- Net Increase (Decrease) in Cash (1,482) 3,470 Cash and Cash Equivalents at the beginning of the period 2,714 3,499 -------- -------- Cash and Cash Equivalents at the end of the period $ 1,232 $ 6,969 ======== ========
The accompanying note is an integral part of these financial statements. 6 THE WISER OIL COMPANY --------------------- Notes to Financial Statements 1) Certain reclassifications have been made to the 1994 financial statements to conform with current year presentation. 2) On June 24, 1994, the Company acquired certain oil and gas properties from Eagle Resources Ltd. for approximately $53 million (U.S.). The purchase was funded with proceeds from the Company's revolving credit agreement, and with existing cash and cash equivalents. The purchase method of accounting has been followed with respect to the acquisition. Results of the Eagle properties' operations have been included in the Company's results of operations as of June 30, 1994. For additional information see the Form 8-K issued on July 11, 1994. Unaudited pro forma results of operations, as if the acquisition took place at the beginning of 1994 are as follows (000's): Nine Months Ended ----------------- September 30, 1994 ------------------ Revenues $47,382 Expenses 46,172 ------- Net Income $ 1,210 ======= Earnings per share $ .14 ======= 3) On January 1, 1995 The Wiser Oil Company adopted Statement of Financial Accounting (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". The adoption of SFAS No. 121 did not have a material effect on the results of operations. 7 THE WISER OIL COMPANY --------------------- Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations CURRENT QUARTER COMPARED WITH THE SAME QUARTER OF THE PREVIOUS YEAR Third quarter revenues for 1995 were $18.3 million as compared to $15.3 million in 1994, an increase of 20%. Oil and condensate sales of $8.9 million in 1995 declined slightly from $9.6 million in 1994. U.S. operations decreased $0.9 million and our Canadian operations increased $0.2 million in 1995. Oil and condensate volumes decreased 9% in 1995; however, pricing increased 2% or $0.28 per barrel. Canadian operations added 1,000 barrels while U.S. operations declined 52,000 barrels, due to property sales which occurred during the fourth quarter of 1994. Natural gas liquids sales increased from $0.5 million to $0.9 million for the third quarter of 1995, as compared to the 1994. The increase was due to the Wellman Plant, located in Terry County, Texas, coming on stream. Natural gas sales of $3.5 million in the third quarter of 1995 were down from $4.7 million in 1994 or 26% for the quarter. Natural gas volumes remained the same at 2,840,000 MCF for the period, but were offset by a significant drop in spot market pricing of 26% or $0.43 per MCF during the third quarter of 1995. Canadian operations decreased 50,000 MCF while U.S. operations increased 50,000 MCF. The U.S. operations increase was due mainly to an increase in Kentucky and West Virginia gas sales, reduced by property sales which occurred during the fourth quarter of 1994. Dividends and interest income reflected a decline of 24% as the Company has liquidated some of its stock portfolio. Other income of $0.4 million in the third quarter of 1995 increased $0.1 million over the third quarter of 1994. The increase is due to an increase in lease bonus income. Costs and expenses of $15.0 million compared to $14.4 million in the same quarter of 1994 increased 4%. U.S. operations costs and expenses increased $0.2 million or 2%, while the Canadian operations expenses increased $0.4 million or 10%. Production and operating expenses of $5.3 million in the third quarter of 1995 increased $0.4 million from $4.9 million in 1994. The Company is realizing the efforts of the disposal of high- operating expense, marginal U.S. properties which are being offset by increases in our Canadian operations; also from the third quarter of 1995 acquisition of the Skelly Waterflood Unit located in Lea County, New Mexico and the start up of the Wellman Plant located in Terry County, Texas. Purchased gas expense increased 5% during the period as demand for volumes have increased slightly. Depreciation, depletion and amortization (DD&A) was $4.7 million in 1995 as compared to $5.4 million in 1994. DD&A for U.S. operations actually declined 26% for the period; however, the decline was offset slightly by increased DD&A from our Canadian operations. Exploration expenses increased $0.1 million in 1995 as dry hole expense increased exploratory drilling. General and administrative (G&A) expenses of $1.9 million have increased from $1.3 million or 46%. The increase in costs were mainly due to legal fees incurred during the quarter. The Company considers these costs as non recurring. Interest expense rose $0.1 million in 1995 from $1.3 million in 1994. 8 The Company realized net income of $1.9 million for the third quarter of 1995 as compared to net income of $0.7 million for 1994. Our U.S. operations, net of security sales gains and income taxes, recorded a net profit of $0.1 million for the period, but was negatively impacted by a net loss from our Canadian subsidiary of $1.1 million. Results in Canada reflect three primary factors: substantial interest expenses associated with the 100% financing of the acquired assets, high initial depreciation, depletion, and amortization charges that include amortization of acquisition costs associated with items such as probable reserves that can not yet be recorded as assets, as well as tax and other benefits which will be realized in the future. 9 THE WISER OIL COMPANY --------------------- NINE MONTHS ENDED SEPTEMBER 30, 1995 COMPARED WITH THE SAME PERIOD IN THE PREVIOUS YEAR Revenues for nine months ended September 30, 1995 were $49.1 million, an increase of 18%. Revenues from U.S. operations increased 2% to $38.6 million. The increase of $0.6 million was caused by security sales gains of $6.7 million, offset by the effect of property sales that occurred during the fourth quarter of 1994. Our Canadian subsidiary accounted for an additional $7.0 million in revenue for the same period, as its revenues had no impact for six months ended June 30, 1994. Oil and condensate sales of $26.6 million were on the rise from $23.5 million a year ago. The U.S. operations realized a $2.5 million reduction in oil and condensate revenue while the Canadian subsidiary contributed an additional $5.6 million. Canadian operations added 327,000 barrels, while U.S. operations declined 302,000 barrels, due to property sales during the fourth quarter of 1994. Natural gas sales fell in 1995 to $11.6 million from $14.7 million in 1994. U.S. natural gas operations fell $4.4 million while our Canadian subsidiary added another $1.3 million. Canadian operations added 1,372,000 MCF, while U.S. operations declined 663,000 MCF, which was due mainly to property sales during the fourth quarter of 1994. Dividend and interest income decreased $0.2 million as the Company continues its long range plans to liquidate its stock portfolio. Security sale gains were $6.7 million in 1995. Other income rose $0.7 million from $1.0 million in 1994. Cost and expenses for the nine months ending September 30, 1995 rose to $44.7 million as compared to $39.6 million in 1994. Production and operating expenses declined $0.5 million from 1994 as U.S. operating expenses declined $2.3 million or 15% and Canada added $1.8 million as its operating expenses had no impact for the six months ended June 30, 1994. Purchased natural gas declined $0.1 million for the time period as demand and pricing fell. Depreciation, depletion and amortization (DD&A) of $14.7 million increased 6% or $0.9 million over the previous year. U.S. operations recorded a 31%, or $3.6 million, drop in DD&A during the first nine months of 1995 while our Canadian operations contributed an additional $4.5 million. Increases in exploration expenses of $1.8 million were mainly due to increased surrendered lease expenses in the U.S. of $0.2 million and dry hole expenses of $0.9 million, and in Canada an increase of $0.3 million in dry hole expense. General and administrative expenses rose $1.5 to $6.0 million. The increase in costs were due to increased staffing for Wiser's Canadian subsidiary, which accounted for $0.8 million and $0.6 million from legal fees incurred in Wiser's U.S. operations. The Company considers these costs as non recurring. The Company's $1.7 million rise in interest expense is mainly due to the additional funds borrowed for the Canadian purchase. Net income of $2.4 million for the first nine months of 1995 rose $0.8 million as compared to 1994. U.S. operations recorded a $0.9 million profit from operations before security sales gains and income taxes for the period while our Canadian subsidiary recorded a $3.2 million loss. Results in Canada reflect three primary factors: substantial interest expenses 10 associated with the 100% financing of the acquired assets, high initial depreciation, depletion, and amortization charges that include amortization of acquisition costs associated with items such as probable reserves that can not yet be recorded as assets, as well as tax and other benefits which will be realized in the future. 11 THE WISER OIL COMPANY --------------------- PART II - OTHER INFORMATION --------------------------- Items 1 through 6 under Part II are not applicable to the quarter ended September 30, 1995. 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. THE WISER OIL COMPANY --------------------------------------------- (Registrant) Date November 10, 1995 ANDREW J. SHOUP, JR. (SIGNED) --------------------- --------------------------------------------- Andrew J. Shoup, Jr. President and Chief Executive Officer Date November 10, 1995 LAWRENCE J. FINN (SIGNED) --------------------- --------------------------------------------- Lawrence J. Finn Vice President Finance and Chief Financial Officer 12 EX-27 2 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 3-MOS DEC-31-1995 SEP-30-1995 1,232 24,060 7,376 0 1,751 11,529 262,971 91,115 207,936 9,500 78,000 27,347 0 0 349 207,936 39,695 49,096 30,504 40,538 0 0 4,203 4,355 1,983 2,372 0 0 0 2,372 .27 .27
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