-----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, WQVwDg+T+0mcVWEWhUTAPI5nZsBaVOIuykJvDzpWcoPInGlHjJ6JCHAB61WRr51c xqHaUhyJY9FXCfcZBWHWDg== 0000930661-98-002312.txt : 19981113 0000930661-98-002312.hdr.sgml : 19981113 ACCESSION NUMBER: 0000930661-98-002312 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981112 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: 98743858 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, 1998 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, 1998 ------------- --------------------------------- $3 par value 8,951,965 ================================================================================ THE WISER OIL COMPANY 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 THE WISER OIL COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED)
September 30, December 31, 1998 1997 -------------- ------------- (000's) except share data ASSETS Current Assets: Cash and cash equivalents.................................... $ 1,346 $ 13,255 Accounts receivable.......................................... 9,397 13,765 Inventories.................................................. 928 1,007 Income taxes receivable...................................... 2,070 725 Prepaid expenses............................................. 1,438 438 --------- --------- Total current assets....................................... 15,179 29,190 --------- --------- Property, Plant and Equipment, at cost: Oil and gas properties (successful efforts method)........... 366,443 346,655 Other properties............................................. 5,522 5,399 --------- --------- 371,965 352,054 Accumulated depreciation, depletion and amortization......... (147,316) (131,346) --------- --------- Net property, plant and equipment............................ 224,649 220,708 Other Assets.................................................. 3,726 4,658 --------- --------- $ 243,554 $ 254,556 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable............................................. $ 10,302 $ 18,396 Accrued liabilities.......................................... 1,759 2,985 --------- --------- Total current liabilities.................................. 12,061 21,381 --------- --------- Long Term Debt................................................ 143,870 124,304 Deferred Benefit Cost......................................... 1,028 1,169 Deferred Income Taxes......................................... 6,183 10,278 Stockholders' Equity: Common stock - $3 par value; 20,000,000 shares authorized; shares issued - 9,128,169; shares outstanding - 8,951,965.... 27,385 27,385 Paid-in capital.............................................. 3,223 3,223 Retained earnings............................................ 51,440 68,630 Foreign currency translation................................. 1,093 915 Treasury stock; 176,204 shares, at cost...................... (2,729) (2,729) --------- --------- Total stockholders' equity................................. 80,412 97,424 --------- --------- $ 243,554 $ 254,556 ========= =========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 3 THE WISER OIL COMPANY 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, ------------------- ------------------- 1998 1997 1998 1997 -------- -------- -------- -------- (000's except per share data) Revenues: Oil and gas sales......................... $ 13,338 $ 16,372 $ 45,883 $ 55,641 Dividends and interest.................... 32 407 244 864 Marketable security sales................. - - - 1,813 Other..................................... 463 248 1,140 2,108 -------- -------- -------- -------- 13,833 17,027 47,267 60,426 -------- -------- -------- -------- Costs and Expenses: Production and operating.................. 7,581 6,407 20,016 19,968 Purchased natural gas..................... 334 377 1,072 1,150 Depreciation, depletion and amortization.. 6,500 5,318 20,162 16,328 Exploration............................... 3,526 2,181 10,533 6,320 General and administrative................ 2,591 2,225 7,570 7,156 Interest expense.......................... 3,387 3,289 9,760 6,644 -------- -------- -------- -------- 23,919 19,797 69,113 57,566 -------- -------- -------- -------- Earnings (Loss) Before Income Taxes......... (10,086) (2,770) (21,846) 2,860 Income Tax Expense (Benefit)................ (1,933) (892) (5,462) 541 -------- -------- -------- -------- NET INCOME (LOSS)........................... (8,153) (1,878) (16,384) 2,319 Retained Earnings, beginning of period...... 59,862 70,045 68,630 66,385 Dividends Paid.............................. (269) (269) (806) (806) -------- -------- -------- -------- Retained Earnings, end of period............ $ 51,440 $ 67,898 $ 51,440 $ 67,898 ======== ======== ======== ======== Weighted Average Outstanding Shares......... 8,952 8,950 8,952 8,950 ======== ======== ======== ======== Earnings (Loss) Per Share: Basic..................................... $ (0.91) $ (0.21) $ (1.83) $ 0.26 ======== ======== ======== ======== Diluted................................... $ (0.91) $ (0.21) $ (1.83) $ 0.26 ======== ======== ======== ======== 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, 1997 are an integral part of these financial statements. 4 THE WISER OIL COMPANY THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, --------------------- 1998 1997 ---------- --------- (000's) Cash Flows From Operating Activities: Net Income (Loss)............................................. $(16,384) $ 2,319 Adjustments to reconcile net income to operating cash flows: Depreciation, depletion and amortization.................... 20,162 16,328 Deferred income taxes....................................... (4,095) 29 Marketable securities and property sale gains............... (571) (3,750) Foreign currency translation................................ 178 (22) Exploration expense......................................... 10,533 6,320 Amortization of other assets................................ 418 67 Other Changes: Accounts receivable....................................... 4,368 2,398 Inventories............................................... 79 (313) Income taxes receivable................................... (1,345) 498 Prepaid expenses.......................................... (1,000) 11 Other assets.............................................. 578 - Accounts payable.......................................... (8,094) (2,067) Accrued liabilities....................................... (1,226) 3,693 Deferred benefits cost.................................... (141) 147 -------- -------- Operating Cash Flows................................... 3,460 25,658 -------- -------- Cash Flows From Investing Activities: Capital and exploration expenditures.......................... (37,012) (58,299) Proceeds from sales of property, plant and equipment.......... 2,963 3,107 Proceeds from marketable securities sales..................... - 1,929 -------- -------- Investing Cash Flows................................... (34,049) (53,263) -------- -------- Cash Flows From Financing Activities: Long term debt issued......................................... 19,486 125,000 Payments on long term debt.................................... - (78,654) Debt issuance costs and fees.................................. - (5,210) Common stock issued........................................... - 162 Dividends paid................................................ (806) (806) -------- -------- Investing Cash Flows................................... 18,680 40,492 -------- -------- Net Increase (Decrease) In Cash.................................. (11,909) 12,887 Cash and Cash Equivalents, beginning of period................... 13,255 5,870 -------- -------- Cash and Cash Equivalents, end of period......................... $ 1,346 $ 18,757 ======== ========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 5 THE WISER OIL COMPANY THE WISER OIL COMPANY NOTES TO FINANCIAL STATEMENTS NOTE 1. COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income"("SFAS 130") which establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income includes net income and other comprehensive income, which includes, but is not limited to, unrealized gains for marketable securities and future contracts, foreign currency translation adjustments and minimum pension liability adjustments. The impact of adopting SFAS No. 130 on the nine months ended September 30, 1998 and September 30, 1997 is as follows: September 30, -------------------- 1998 1997 ---------- -------- Net Income (Loss)............................... $(16,384) $2,319 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments...... 178 (22) Unrealized gains on marketable securities..... - (360) -------- ------ Comprehensive income (loss)..................... $(16,206) $1,937 ======== ====== NOTE 2. NEW ACCOUNTING STANDARDS During 1998, the Financial Accounting Standards Board issued SFAS No. 131 "Disclosure about Segments of an Enterprise and Related Information", SFAS No. 132 "Employers' Disclosure about Pensions and Other Postretirement Benefits" and SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities". The new disclosure requirements of SFAS No. 131 and 132 are not expected to materially change the Company's disclosures and SFAS No. 133 is not applicable to the Company at this time. 6 THE WISER OIL COMPANY THE WISER OIL COMPANY NOTES TO FINANCIAL STATEMENTS (continued) NOTE 3. 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 five 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. 7 THE WISER OIL COMPANY THE WISER OIL COMPANY NOTES TO FINANCIAL STATEMENTS (continued)
THE WISER OIL COMPANY SUBSIDIARY GUARANTORS -------------------------------------------- The Wiser WISER T.W.O.C. MARKETING COMBINED Canada(1) INC. COMPANY TOTAL ----------- --------- --------- --------- (000's) REVENUES - -------- FOR THE QUARTER ENDED SEPTEMBER 30,1998...... $ 3,014 $ - $ 493 $ 3,507 For the quarter ended September 30, 1997..... 3,867 49 554 4,470 FOR THE NINE MONTHS ENDED SEPTEMBER 30,1998.. 10,573 1 1,593 12,167 For the nine months ended September 30,1997.. 11,268 1,957 1,641 14,866 INCOME (LOSS) BEFORE INCOME TAXES - --------------------------------- FOR THE QUARTER ENDED SEPTEMBER 30,1998...... $(1,530) $ (6) $ 27 $(1,509) For the quarter ended September 30, 1997..... (255) 44 65 (146) FOR THE NINE MONTHS ENDED SEPTEMBER 30,1998.. (3,016) (14) 183 (2,847) For the nine months ended September 30,1997.. (3,176) 1,944 181 (1,051) NET INCOME (LOSS) - ----------------- FOR THE QUARTER ENDED SEPTEMBER 30,1998...... $(1,071) $ (4) $ 19 $(1,056) For the quarter ended September 30, 1997..... (179) 31 46 (102) FOR THE NINE MONTHS ENDED SEPTEMBER 30,1998.. (2,111) (10) 128 (1,993) For the nine months ended September 30,1997.. (2,223) 1,361 127 (735) CURRENT ASSETS - -------------- SEPTEMBER 30,1998............................ $ 2,974 $ 18 $ 260 $ 3,252 December 31, 1997............................ 4,808 44 165 5,017 TOTAL ASSETS - ------------ SEPTEMBER 30,1998............................ $52,708 $ 18 $ 619 $53,345 December 31, 1997............................ 52,083 44 492 52,619 CURRENT LIABILITIES - ------------------- SEPTEMBER 30,1998............................ $ 4,684 $ - $ 314 $ 4,998 December 31, 1997............................ 6,646 - 250 6,896 NONCURRENT LIABILITIES - ---------------------- SEPTEMBER 30,1998............................ $ - $ - $ - $ - December 31, 1997............................ 9,474 - - 9,474 STOCKHOLDER'S EQUITY - -------------------- SEPTEMBER 30,1998............................ $48,024 $ 18 $ 305 $48,347 December 31, 1997............................ 35,963 44 242 36,249
(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, 1997. 8 THE WISER OIL COMPANY THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 Revenues for the third quarter of 1998 decreased $3.2 million or 19% from the third quarter of 1997, due primarily to lower oil prices. Oil sales for the third quarter of 1998 were $3.2 million lower than the third quarter of 1997 as the average price received for oil sales in the third quarter of 1998 was $11.96 per barrel, down $5.34 per barrel or 31% from the third quarter of 1997. Net oil production for the third quarter of 1998 was 556,000 barrels, down 2% from 570,000 barrels in the third quarter of 1997. Gas sales for the third quarter of 1998 were $0.2 million higher than the third quarter of 1997. Net gas production for the third quarter of 1998 was 3,516 MMCF, up 605 MMCF or 21% from the third quarter of 1997 due primarily to additional production from wells drilled in South Texas and new production from the Portage field in Canada. The average price received for gas sales during the third quarter of 1998 was $1.69 per mcf, a decrease of $0.28 per mcf or 14% from the third quarter of 1997. During the third quarter of 1998, there were no adjustments to oil and gas sales from the Company's hedging activities compared to a reduction of $0.3 million in oil and gas sales in the third quarter of 1997. There were no sales of marketable securities in the third quarter of 1998 and 1997, respectively. Production and operating expense for the third quarter of 1998 increased $1.2 million or 18% primarily as a result of acquiring additional working interests in the Wellman field. On a BOE basis (excluding 137 MMCF and 162 MMCF of gas purchased for resale during the third quarter of 1998 and 1997, respectively), production and operating expense during the third quarter of 1998 increased to $6.33 per BOE or 7% from $5.91 per BOE during the third quarter of 1997. Depreciation, depletion and amortization, ("DD&A") for the third quarter of 1998, increased $1.2 million or 22% over the third quarter of 1997 due primarily to higher DD&A from the Maljamar field in New Mexico. Exploration expense for the third quarter of 1998 was $3.5 million, up $1.3 million from the third quarter of 1997 due primarily to higher dry hole expense in Peru and South Texas. General and administrative expense in the third quarter of 1998 was $0.4 million higher than the third quarter of 1997 due to bad debt expense and increased salaries and wages. Interest expense during the third quarter of 1998 was $0.1 million or 3% higher than the third quarter of 1997 due to borrowings under the Credit Agreement in the third quarter of 1998. The effective income tax rate during the third quarter of 1998 was 19% compared to 32% in the third quarter of 1997. The Company realized a net loss of $8.2 million and net loss per share of $0.91 in the third quarter of 1998 compared to a net loss of $1.9 million and net loss per share of $0.21 during the third quarter of 1997. The Company's Canadian operations incurred a pre-tax loss of $1.5 million during the third quarter of 1998 compared to a pre-tax loss of $0.2 million during the third quarter of 1997. 9 THE WISER OIL COMPANY THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 Revenues for the first nine months of 1998 decreased $13.2 million or 22% from the first nine months of 1997, due primarily to lower oil and gas prices. Oil sales for the first nine months of 1998 were $9.7 million lower than the first nine months of 1997 as the average price received for oil sales in the first nine months of 1998 was $12.87 per barrel, down $5.30 per barrel or 29% from the first nine months of 1997. Net oil production for the first nine months of 1998 was 1,831,000 barrels, up slightly from 1,830,000 barrels in the first nine months of 1997. Gas sales for the first nine months of 1998 were $0.9 million higher than the first nine months of 1997 as net gas production for the first nine months of 1998 was 10,714 MMCF, up 1,740 MMCF or 19% from the first nine months of 1997 due primarily to additional production from wells drilled in South Texas and new production from the Portage field in Canada. The average price received for gas sales during the first nine months of 1998 was $1.87 per mcf, a decrease of $0.27 per mcf or 13% from the first nine months of 1997. During the first nine months of 1998, there were no adjustments to oil and gas sales from the Company's hedging activities compared to a reduction of $2.1 million in oil and gas sales in the first nine months of 1997. The Company liquidated its remaining portfolio of marketable securities during 1997. Accordingly, there were no sales of marketable securities in the first nine months of 1998 compared to $1.8 million in gain from sales of marketable securities in the first nine months of 1997. Production and operating expense for the first nine months of 1998 was $20.0 million, up slightly from the first nine months of 1997 primarily as a result of acquiring additional working interests in the Wellman field offset by cost cutting measures implemented at the Maljamar and Wellman fields. On a BOE basis (excluding 442 MMCF and 463 MMCF of gas purchased for resale during the first nine months of 1998 and 1997, respectively), production and operating expense during the first nine months of 1998 decreased to $5.29 per BOE from $5.74 per BOE during the first nine months of 1997. DD&A for the first nine months of 1998, increased $3.8 million or 23% over the first nine months of 1997 due primarily to higher DD&A from the Maljamar field in New Mexico and from the South Texas properties acquired in June 1997. Exploration expense for the first nine months of 1998 was $10.5 million, up $4.2 million from the first nine months of 1997 due primarily to higher dry hole and seismic expense. General and administrative expense in the first nine months of 1998 was $0.4 million higher than the first nine months of 1997 due to bad debt expense and increased salaries and wages. Interest expense during the first nine months of 1998 was $9.8 million, up $3.1 million or 47% from the first nine months of 1997 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997 and borrowings under the Credit Agreement in the first nine months of 1998. The effective income tax rate during the first nine months of 1998 was 25% compared to 19% in the first nine months of 1997. The Company realized a net loss of $16.4 million and net loss per share of $1.83 in the first nine months of 1998 compared to net income of $2.3 million and earnings per share of $0.26 during the first nine months of 1997. The Company's Canadian operations incurred a pre-tax loss of $3.0 million 10 THE WISER OIL COMPANY THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 (CONTINUED) during the first nine months of 1998 compared to a pre-tax loss of $3.2 million during the first nine months of 1997. Operating cash flows during the first nine months of 1998 were $3.5 million, down $22.2 million from the first nine months of 1997 primarily as a result of decreased oil and gas sales combined with higher interest expense and a reduction in accounts payable. Capital and exploration expenditures during the first nine months of 1998 were $37.0 million, down $21.3 million from $58.3 million during the first nine months of 1997. In light of the reduced cash flows received in 1998 compared to 1997, the Company has reduced its capital and exploration budget for 1998 by approximately $10 million. On a cash basis, the Company paid $0.2 million and $6.2 million in interest expense in the third quarter of 1998 and nine months ended September 30, 1998, respectively. No income taxes were paid in the third quarter of 1998 or the nine months ended September 30, 1998. Effective September 30, 1998 the Credit Agreement was amended to relax certain financial ratios related to Consolidated Funded Debt and Consolidated Interest Coverage from September 30, 1998 through March 30,1999. In addition, the Borrowing Base under the Credit Agreement was reduced from $80 million to $25 million effective September 30, 1998. On November 10, 1998, the Company borrowed $6.0 million under the Credit Agreement to refinance certain short term obligations and for general corporate purposes. Accordingly, $4.5 million of short term obligations were classified as long term debt at September 30, 1998. YEAR 2000 ISSUE The Company has assessed and continues to assess the impact of the year 2000 ("Y2K") issue on its reporting systems and operations. The Y2K issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date occurs, two-digit date systems will recognize the year 2000 as 1900 or not at all. This inability to recognize the year 2000 may cause systems to process critical financial and operational information incorrectly. The Company anticipates that its significant computer systems and software used in both office and field locations will be Y2K compliant during 1998. Management does not estimate future expenditures related to the Y2K issue to be material. 11 THE WISER OIL COMPANY 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. 12 THE WISER OIL COMPANY 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 12, 1998 /s/ Andrew J. Shoup, Jr. ----------------------------------------- Andrew J. Shoup, Jr. President and Chief Executive Officer Date: November 12, 1998 /s/ Lawrence J. Finn ----------------------------------------- Lawrence J. Finn Vice President, Finance and Chief Financial Officer 13 THE WISER OIL COMPANY THE WISER OIL COMPANY INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 4.13a + First Amendment to Credit Agreement dated September 30, 1998 among The Wiser Oil Company, as borrowers, and NationsBank of Texas, N.A., as agent, and The Financial Institutions Listed on the Signature Pages thereto, as Banks. 27 Financial Data Schedule + Filed herewith. 14 EX-4.13A 2 FIRST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 4.13a FIRST AMENDMENT TO CREDIT AGREEMENT This First Amendment to Credit Agreement (this "First Amendment") is entered into as of the 30th day of September, 1998, by and among The Wiser Oil Company, a Delaware corporation ("Borrower"), NationsBank, N.A. (successor by merger to NationsBank of Texas, N.A.), as Agent ("Agent"), and NationsBank, N.A. (successor by merger to NationsBank of Texas, N.A.) and Bank of Montreal, as Banks ("Banks"). W I T N E S S E T H WHEREAS, Borrower, Agent and Banks are parties to that certain Credit Agreement dated as of December 23, 1997 (as amended, the "Credit Agreement") (unless otherwise defined herein, all terms used herein with their initial letter capitalized shall have the meaning given such terms in the Credit Agreement); and WHEREAS, pursuant to the Credit Agreement, Banks have made a certain Loan to Borrower and provided certain other credit accommodations to Borrower; and WHEREAS, the Borrower has requested that certain of the financial covenants in the Credit Agreement be amended to relax the Company's obligations thereunder; and WHEREAS, the Borrower has advised the Banks that Borrower is preparing a written plan identifying and analyzing certain strategic actions Borrower intends to undertake to enhance Borrower's financial condition; and WHEREAS, the Banks have agreed to amend the financial covenants pursuant to Borrower's request but on the conditions that, among other things, (a) certain other provisions of the Credit Agreement be amended in certain respects, (b) Borrower agrees to provide Banks with a copy of the strategic plan referenced in the preceding paragraph, and (c) the Borrower and each Subsidiary of Borrower execute and deliver to Agent for the ratable benefit of Banks, deeds of trust, mortgages and other security documents creating first and prior liens and security interest on certain oil and gas properties owned by Borrower and its Subsidiaries; and WHEREAS, Borrower and Banks intend to establish the Borrowing Base in effect under the Credit Agreement. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, Borrower, Agent and Banks hereby agree as follows: Section 1. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, the Credit Agreement shall be amended effective September 30, 1998 (the "Effective Date") in the manner provided in this Section 1. 1.1. Additional Definitions. Section 1.1 of the Credit Agreement shall be amended to add the definitions of "First Amendment," "Initial Mortgaged Properties," "Redetermination," "Reserve Update," "Scheduled Redetermination," "Security Documents," "Special Redetermination," "Secondary Mortgaged Properties," and "Strategic Plan" which shall read in full as follows: 1 "First Amendment" means that certain First Amendment to Credit Agreement dated as of September 30, 1998 among Borrower, Agent and Banks. "Initial Mortgaged Properties" means all right, title and interest of Borrower and the Subsidiary Guarantors in and to the oil and natural gas fields described on Schedule 1 to the First Amendment. "Redetermination" means any redetermination of the Borrowing Base pursuant to Section 3.2 or 3.3. "Reserve Update" means a report to be delivered by Borrower to each Bank pursuant to Section 3.1 hereof which shall be prepared by Borrower's in-house engineering staff and which shall set forth in reasonable detail any material changes to the reserve information set forth in the Reserve Report most recently delivered to Banks pursuant to Section 3.1 hereof, including (a) the results of Borrower's and its Subsidiaries' drilling activity, and (b) any material deviation in actual results from the information projected in such Reserve Report with respect to production volumes, product prices and operating costs. "Scheduled Redetermination" means any redetermination of the Borrowing Base pursuant to Section 3.2. "Secondary Mortgaged Properties" means all right, title and interest of Borrower and the Subsidiary Guarantors in and to the oil and natural gas fields described in Schedule 2 to the First Amendment. "Security Documents" has the meaning assigned to such term in Section 3A.1(a). "Special Redetermination" means any redetermination of the Borrowing Base pursuant to Section 3.3. "Strategic Plan" means a written plan which Borrower has advised the Banks Borrower is preparing which, when complete, will set forth certain strategic actions Borrower intends to pursue to enhance Borrower's financial position and operating results. 1.2 Amendment to Definitions. The definitions of "Agent," "Determination Date," and "Loan Papers," contained in Section 1.1 of the Credit Agreement shall be amended to read in full as follows: "Agent" means NationsBank, N.A., successor by merger to NationsBank of Texas, N.A., in its capacity as agent for Banks hereunder or any successor thereto. "Determination Date" means (a) each November 30, February 28, May 31 and August 31 commencing November 30, 1998, and (b) with respect to any Special Redetermination, the effective date of any redetermination of the Borrowing Base made pursuant to a Special Redetermination as specified in any notice of such redetermination delivered by Agent to Borrower pursuant to Section 3.2 hereof. "Loan Papers" means this Agreement, the First Amendment, the Notes, each Subsidiary Guaranty, all Security Documents now or at any time hereafter delivered pursuant to Article IIIA, and all other certificates, documents or instruments delivered in connection with this Agreement, as the foregoing may be amended from time to time. 2 1.3 Amendment to Cross Reference. Section 2.5 shall be amended to change the reference to "Section 3.3" therein from Section 3.3 to Section 3.4. 1.4 Borrowing Base. Article III of the Credit Agreement shall be amended to read in full as follows: "ARTICLE III Borrowing Base SECTION 3.1. Reserve Report; Reserve Update; Proposed Borrowing Base. As soon as available and in any event by February 20 and August 20 of each year, Borrower shall deliver to each Bank a Reserve Report prepared as of the immediately preceding January 1 and July 1 respectively. In addition to the foregoing, as soon as available and in any event by April 15 and October 15 of each year commencing October 15, 1998, Borrower shall deliver to each Bank a Reserve Update prepared as of the immediately preceding April 1 and October 1, respectively, which shall set forth the information described in the definition of such term contained in Section 1.1 hereof. Simultaneously with the delivery to Agent and each Bank of each Reserve Report and Reserve Update, Borrower shall notify each Bank of the amount of the Borrowing Base which Borrower requests become effective on or prior to the next Determination Date (or such date promptly following such Determination Date as Required Banks shall elect)." SECTION 3.2. Scheduled Redeterminations of the Borrowing Base; Procedures and Standards. Based in part on the Reserve Reports and Reserve Updates made available to Banks pursuant to Section 5.1, Banks shall redetermine the Borrowing Base on or prior to the next Determination Date (or such date promptly thereafter as reasonably possible based on the engineering and other information available to Banks). Any Borrowing Base which becomes effective as a result of any Redetermination of the Borrowing Base shall be subject to the following restrictions: (a) such Borrowing Base shall not exceed the Borrowing Base requested by Borrower pursuant to Sections 3.1 or 3.3 (as applicable), (b) such Borrowing Base shall not exceed the Total Commitment then in effect, (c) such Borrowing Base shall not exceed the Maximum Borrowing Base at any time after the Conversion Date, (d) to the extent such Borrowing Base represents an increase from the Borrowing Base in effect prior to such Redetermination, such Borrowing Base shall be approved by all Banks, and (e) any Borrowing Base which represents a decrease in the Borrowing Base in effect prior to such Redetermination, or a reaffirmation of such prior Borrowing Base, shall be approved by Banks holding seventy five percent (75%) of the Total Commitment. Each Redetermination shall be made by Banks in their sole discretion. Without limiting such discretion, Borrower acknowledges and agrees that Banks (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their sole discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Mineral Interests owned by Borrower and the Subsidiaries as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of Borrower and its Subsidiaries, (iv) will not consider any asset other than Proved Mineral Interests owned by Borrower and its Subsidiary Guarantors which are subject to first and prior Liens in favor of Agent for the ratable benefit of Banks to the extent required by Article IIIA hereof, and (v) may make such other assumptions, considerations and exclusions as Banks deem appropriate in the exercise of their sole discretion. It is further 3 acknowledged and agreed that each Bank may consider such other credit factors as it deems appropriate in the exercise of its sole discretion and shall have no obligation in connection with any Redetermination to approve any increase from the Borrowing Base in effect prior to such Redetermination. Promptly following any Redetermination of the Borrowing Base, Agent shall notify Borrower of the amount of the Borrowing Base as redetermined, which Borrowing Base shall be effective as of the date specified in such notice, and shall remain in effect for all purposes of this Agreement until the next Redetermination." SECTION 3.3 Special Redetermination. (a) In addition to Scheduled Redeterminations, Required Banks shall be permitted to make a Special Redetermination of the Borrowing Base once in each calendar year. Any request by Required Banks pursuant to this Section 3.3(a) shall be submitted to Agent and Borrower. (b) In addition to Scheduled Redeterminations, Borrower shall be permitted to request a Special Redetermination of the Borrowing Base once in each calendar year. Such request shall be submitted to Agent and Required Banks and at the time of such request Borrower shall deliver to each Bank a Reserve Report. Together with such request, Borrower shall also notify each Bank of the Borrowing Base requested by Borrower in connection with such Special Redetermination. (c) Any Special Redetermination shall be made by Banks in accordance with the procedures and standards set forth in Section 3.2; provided, that, no Reserve Report will be required to be delivered to Banks in connection with any Special Redetermination requested by Required Banks pursuant to clause (a) above. SECTION 3.4. Borrowing Base Deficiency. (a) If a Borrowing Base Deficiency exists as a result of a Redetermination of the Borrowing Base, Borrower shall either (i) on or before the thirtieth (30th) day following the effective date of such Redetermination, make a prepayment of principal on the Loan in an amount equal to the amount of such Borrowing Base Deficiency, or (ii) make six (6) equal consecutive monthly prepayments of principal on the Loan, each of which shall be in the amount of one sixth (1/6th) of such Borrowing Base Deficiency. The first of such six (6) prepayments shall be due on the thirtieth (30th) day following the effective date of such Redetermination and each subsequent prepayment shall be due on the same day of each month thereafter (or if there is no corresponding day of any subsequent month, then on the last day of such month). (b) If a pre-existing Borrowing Base Deficiency increases as a result of any Redetermination of the Borrowing Base, then, in addition to any mandatory prepayments required pursuant to this Section 3.4 as a result of such preexisting Borrowing Base Deficiency, Borrower shall either (i) on or before the thirtieth (30th) day following the effective date of such Redetermination, make a principal payment on the Loan in an amount equal to the amount of such increase in such Borrowing Base Deficiency, or (ii) make six equal consecutive monthly prepayments of principal of the Loan, each of which shall be in an amount equal to one sixth (1/6th) of the increase in such Borrowing Base Deficiency. The first of such six (6) prepayments shall be due on the thirtieth (30th) day following the effective date of such Redetermination and each subsequent prepayment shall be due on the same day of each month thereafter (or if there is no corresponding day of any subsequent month, then on the last day of such month). 4 (c) If a Borrowing Base Deficiency occurs or an existing Borrowing Base Deficiency increases as a result of any quarterly reduction of the Maximum Borrowing Base, then, on the date of such quarterly reduction in the Maximum Borrowing Base, Borrower shall make a prepayment of principal on the Loan in the amount of such Borrowing Base Deficiency. For purposes of this Section 3.4(c) and Section 3.4(a) and (b) above, if (i) the effective date of any Redetermination is also the date of any quarterly reduction in the Maximum Borrowing Base, and (ii) the Borrowing Base in effect immediately prior to such Redetermination is higher than the amount of the Maximum Borrowing Base as reduced on the effective date of any Redetermination, then the reduction in the Borrowing Base which becomes effective as a result of such Redetermination will be deemed to have resulted from the reduction in the Maximum Borrowing Base to the extent of the difference between the Borrowing Base in effect immediately prior to the effective date of any Redetermination and the Maximum Borrowing Base in effect as reduced on the effective date of such Redetermination. SECTION 3.5. Borrowing Base in Effect from Effective Date of First Amendment. Notwithstanding anything to the contrary contained herein, the Borrowing Base shall be $25,000,000 for the period commencing on the Effective Date of the First Amendment and continuing until the first Redetermination thereafter." 1.5 Collateral. The Credit Agreement shall be amended to add a new Article IIIA thereto which shall read in full as follows: "ARTICLE IIIA Collateral and Guarantees SECTION 3A.1. Security. (a) The Obligations shall be secured by first and prior Liens (subject only to Permitted Encumbrances) covering and encumbering the Initial Mortgaged Properties, the Secondary Mortgaged Properties and such other Mineral Interests owned by Borrower and its Subsidiaries which are specified by Required Banks from time to time. Promptly following the Effective Date of the First Amendment, and in all events not later than October 16, 1998 (in the case of the Initial Mortgaged Properties) and October 23, 1998 (in the case of the Secondary Mortgaged Properties), Borrower shall execute and deliver and shall cause each of the Subsidiary Guarantors to execute and deliver, to Agent for the ratable benefit of each Bank, mortgages, deeds of trust, security agreements, assignments of production and financing statements and such other documents, instruments, agreements, assignments, conveyances, amendments and other writings, including, without limitation, UCC-1 financing statements (each duly authorized and executed) (the "Security Documents") as Agent shall deem necessary or appropriate all in form and substance acceptable to Agent to grant, evidence and perfect first and prior Liens in all Initial Mortgaged Properties and Secondary Mortgaged Properties. (b) In addition to the Security Documents required by Section 3A.2(a), Borrower shall execute and deliver to Agent, for the ratable benefit of each Bank, such additional Security Documents granting, evidencing and perfecting the Liens required by Section 6.1(a) preceding with respect to such other Mineral Interests as Agent or Required Banks shall specify from time to time. 5 (c) Any time Borrower is required to execute and deliver or cause its Subsidiaries to execute and deliver Security Documents to Agent pursuant to this Section 6.1, Borrower shall also deliver to Agent (i) such evidence of title as Agent shall deem necessary or appropriate to verify Borrower's and its Subsidiaries' title to the Mineral Interests which are subject to such Security Document (including, to the extent so requested by Agent, title opinions issued to Agent by title attorneys acceptable to Agent in is sole discretion, and (ii) opinions of counsel addressed to Agent and each Bank with respect to the validity, perfection and enforceability of the Liens created by such Security Documents and such other matters regarding such Security Documents as Agent shall reasonably request. SECTION 3A.2. Guarantees. Payment and performance of the Obligations shall be fully guaranteed by each Subsidiary Guarantor pursuant to a Subsidiary Guaranty." 1.6 Reporting Requirements. Section 8.1 of the Credit Agreement shall be amended to add a new clause (1) thereto which shall read in full as follows: "(1) as soon as available, and in all events not later than November 30, 1998, a copy of the Strategic Plan." 1.7 Financial Covenants. Sections 10.2 and 10.3 of the Credit Agreement shall be amended to read in full as follows: "Section 10.2 Ratio of Consolidated Funded Debt to Consolidated Total Capital of Borrower. Borrower's Consolidated Funded Debt will not exceed (a) seventy percent (70%) of Borrower's Consolidated Total Capital at any time through and including March 30, 1999, or (b) sixty five percent (65%) of Borrower's Consolidated Total Capital at any time on or after March 31, 1999. Section 10.3 Consolidated Interest Coverage Ratio. Borrower will not permit its Consolidated Interest Coverage Ratio (as defined in the Subordinate Note Indenture) to be less than (a) 2.0 to 1 as of the end of any fiscal quarter through and including, December 31, 1998, or (b) 2.5 to 1 as of the end of any fiscal quarter ending after December 31, 1998." 1.8 Amendment to Default Section. Section 11.1 of the Credit Agreement shall be amended to (a) delete the word "or" at the end of clause (i) thereof, (b) to insert the word "or" after the semicolon at the end of clause (j) thereof, and (c) to add a new clause (k) which shall read in full as follows: "(k) this Agreement or any other Loan Paper shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Credit Party, or any Credit Party shall deny that it has any further liability or obligation under any of the Loan Papers to which it is a party, or any Lien created by the Loan Papers shall for any reason (other than the release thereof in accordance with the Loan Papers) cease to be a valid, first priority, perfected Lien upon any of the Proved Mineral Interests purported to be covered thereby;" Section 2. Borrowing Base. The Borrowing Base shall be $25,000,000 from the Effective Date of this First Amendment until the next Redetermination. Section 3. Representations and Warranties of Borrower. To induce Banks and Agent to enter into this First Amendment, Borrower hereby represents and warrants to Banks and Agent as follows: 6 (a) Each representation and warranty of Borrower contained in the Credit Agreement and the other Loan Papers is true and correct on the date hereof and will be true and correct after giving effect to the amendments set forth in Section 1 hereof. (b) After giving effect to this Amendment, no Default or Event of Default has occurred which is continuing. (c) The execution, delivery and performance by Borrower of this First Amendment and each Security Document to be executed pursuant hereto are within Borrower's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not violate or constitute a default under any provision of applicable law or any Material Agreement binding upon Borrower or the Subsidiaries of Borrower or result in the creation or imposition of any Lien upon any of the assets of Borrower or the Subsidiaries of Borrower except Permitted Encumbrances. (d) This First Amendment constitutes the valid and binding obligation of Borrower enforceable in accordance with its terms and, when executed and delivered pursuant hereto, each Security Document delivered hereunder will constitute the valid and binding obligation of Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor's rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general application. Section 4. Post Closing Conditions. On or before October 16, 1998, Borrower shall deliver to Agent, for the benefit of the Banks, in addition to the Security Documents, opinions and evidence of title required by Section 3A.1(a), (a) such certificates of officers and Governmental Authorities, certified charter documents, resolutions of directors and other documents as Agent shall require to evidence the valid organization and existence of Borrower and the Subsidiary Guarantors and the due authorization, execution and delivery of this Amendment and the Security Documents to be executed and delivered pursuant hereto, and (b) an opinion of Thompson & Knight, counsel to Borrower and the Subsidiary Guarantors with respect to the due authorization, execution, delivery and enforceability of this Amendment and the Security Documents and such other matters related thereto as Agent shall require. The failure of Borrower to timely comply with this Section 4 shall constitute an Event of Default under and for all purposes of this Agreement and the other Loan Papers. Section 5. Miscellaneous. 5.1 Reaffirmation of Loan Papers. Any and all of the terms and provisions of the Credit Agreement and the Loan Papers shall, except as amended and modified hereby, remain in full force and effect. 5.2 Parties in Interest. All of the terms and provisions of this First Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 5.3 Legal Expenses. Borrower hereby agrees to pay on demand all reasonable fees and expenses of counsel to Agent incurred by Agent in connection with the preparation, negotiation and execution of this First Amendment and all related documents. 7 5.4 Counterparts. This First Amendment may be executed in counterparts, and all parties need not execute the same counterpart; however, no party shall be bound by this First Amendment until all parties have executed a counterpart. Facsimiles shall be effective as originals. 5.5 Complete Agreement. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 5.6 Headings. The headings, captions and arrangements used in this First Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this First Amendment, nor affect the meaning thereof. [signature pages to follow] 8 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers on the date and year first above written. BORROWER: THE WISER OIL COMPANY, a Delaware corporation By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- AGENT: NATIONSBANK, N.A., successor by merger to NationsBank of Texas, N.A., as Agent By: ------------------------------------- Dale Wilson, Senior Vice President BANK OF MONTREAL: By: ------------------------------------- Its: ------------------------------------ BANK: NATIONSBANK, N.A., successor by merger to NationsBank of Texas, N.A., as Agent By: ------------------------------------- Dale Wilson, Senior Vice President 9 SCHEDULE 1 Field Summary - -------------------------------------------------------------------------------- Field State County - -------------------------------------------------------------------------------- Grayburg Jackson New Mexico Eddy - -------------------------------------------------------------------------------- Maljamar New Mexico Lea - -------------------------------------------------------------------------------- Dimmit Cherry Canyon Texas Loving - -------------------------------------------------------------------------------- Wellman Texas Terry - -------------------------------------------------------------------------------- Dimmit NE Delaware Texas Loving - -------------------------------------------------------------------------------- 10 SCHEDULE 2 - -------------------------------------------------------------------------------- Field State County - -------------------------------------------------------------------------------- Blue Creek West Virginia Kahawha - -------------------------------------------------------------------------------- Basin Fruitland Coal New Mexico Rio Arriba - -------------------------------------------------------------------------------- Phil Power Texas Refugio - -------------------------------------------------------------------------------- Blanco Mesaverde New Mexico Rio Arriba - -------------------------------------------------------------------------------- Viejos Devonian Texas Pecos - -------------------------------------------------------------------------------- Utility Gas Kentucky Knox - -------------------------------------------------------------------------------- Basin Dakota New Mexico Rio Arriba - -------------------------------------------------------------------------------- Slash Ranch Pennsylvanian Texas Loving - -------------------------------------------------------------------------------- Utility Gas Kentucky Clay - -------------------------------------------------------------------------------- Worsham-Bayer Ellenburger Texas Reeves - -------------------------------------------------------------------------------- Utility Gas Kentucky Leslie - -------------------------------------------------------------------------------- Kay Jay Kentucky Bell - -------------------------------------------------------------------------------- Hatfield Gap Kentucky Bell - -------------------------------------------------------------------------------- Various Texas Various - -------------------------------------------------------------------------------- Various North Dakota Various - -------------------------------------------------------------------------------- Vidauri Texas Refugio - -------------------------------------------------------------------------------- Various New Mexico Various - -------------------------------------------------------------------------------- Blinebry New Mexico Lea - -------------------------------------------------------------------------------- Slash Ranch Fusselman Texas Loving - -------------------------------------------------------------------------------- Slash Ranch Ellenburger Texas Loving - -------------------------------------------------------------------------------- Chapman Deep Fusselman Texas Reeves - -------------------------------------------------------------------------------- Gaffney Southwest Texas Goliad - -------------------------------------------------------------------------------- Phil Power Texas Goliad - -------------------------------------------------------------------------------- 11 EX-27 3 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THIRD QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS 9-MOS DEC-31-1998 DEC-31-1998 JUL-01-1998 JAN-01-1998 SEP-30-1998 SEP-30-1998 1,346 1,346 0 0 9,397 9,397 0 0 928 928 15,179 15,179 371,965 371,965 147,316 147,316 243,554 243,554 12,061 12,061 143,870 143,870 0 0 0 0 27,385 27,385 53,027 53,027 243,554 243,554 13,338 45,883 13,833 47,267 7,915 21,088 23,919 69,113 0 0 0 0 3,387 9,760 (10,086) (21,846) (1,933) (5,462) (8,153) (16,384) 0 0 0 0 0 0 (8,153) (16,384) (.91) (1.83) (.91) (1.83)
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