-----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, I0dEGNADvVTQayKP9PZKP1Y8LtAq7FHUKznOFsV92yuldrlasmVGyvLbOtFMlr87 3YTiMfvshEPWu/mZcAJRcw== 0001193125-03-003946.txt : 20030508 0001193125-03-003946.hdr.sgml : 20030508 20030508163645 ACCESSION NUMBER: 0001193125-03-003946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030508 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12640 FILM NUMBER: 03688406 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143603571 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 8-K 1 d8k.htm FORM 8-K Form 8-K

 


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 7, 2003

 


 

THE WISER OIL COMPANY

(Exact name of registrant as specified in is charter)

 

Delaware

 

0-5426

 

55-0522128

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

8115 Preston Road, Suite 400

Dallas, Texas 75225

(Address, including zip code, of principal executive offices)

 

Registrant’s telephone number, including area code: (214) 265-0080

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 



 

THE WISER OIL COMPANY

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 


 

Item 7. Financial Statements and Exhibits.

 

  (c)   Exhibits. The following exhibit is filed with this document:

 

Item


  

Exhibits


99.1

  

Press Release of The Wiser Oil Company dated May 7, 2003.

 

Item 9. Regulation FD Disclosure (information furnished in this Item 9 is furnished under Item 12).

 

In accordance with Securities and Exchange Commission Release No. 34-47583, the following information, which is intended to be furnished under “Item 12. Results of Operations and Financial Condition,” is instead being furnished under “Item 9. Regulation FD Disclosure.” The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 12 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

On May 7, 2003, The Wiser Oil Company issued a press release announcing financial results for the quarter ended March 31, 2003. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


 

SIGNATURE

 

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

Date:  May 7, 2003

  

By:

  

/s/ George K. Hickox, Jr.


         

George K. Hickox, Jr.

         

Chairman and Chief Executive Officer


 

INDEX TO EXHIBITS

 

Item Number


  

Exhibit


99.1

  

Press Release of The Wiser Oil Company dated May 7, 2003.

EX-99.1 3 dex991.htm PRESS RELEASE Press Release

 

Exhibit 99.1

 

[WISER OIL COMPANY LOGO]

 

8115 Preston Road, Suite 400, Dallas, Texas 75225

Phone: 214/265-0080 Fax: 214/373-3610

http://www.wiseroil.com

 

Page 1 of 6

 

For Immediate Release

 

Contact:

Rick Davis

VP Finance

The Wiser Oil Company

Phone: (214) 265-0080

Email: rdavis@wiseroil.com

 

The Wiser Oil Company Reports Strong First Quarter Cash Flows

 

Dallas, Texas, May 7, 2003 — The Wiser Oil Company (NYSE: WZR) today reported net income for the first quarter of 2003 of $2.2 million, or $0.23 per basic and diluted share, compared with a first quarter 2002 net loss of $14.1 million, or ($1.53) per basic and diluted share, and a fourth quarter 2002 net loss of $13.1 million, or ($1.39) per basic and diluted share. Discretionary cash flow (see note 1 below) for the first quarter of 2003 was $10.1 million, up $7.9 million from first quarter 2002 discretionary cash flow of $2.2 million and up $7.1 million from fourth quarter 2002 discretionary cash flow of $3.0 million.

 

The Company reported EBITDAX (see note 2 below) for the first quarter of 2003 of $13.9 million, or $1.47 per share ($0.91 per diluted share), up $7.9 million from first quarter 2002 EBITDAX of $6.0 million and up $5.9 million from fourth quarter 2002 EBITDAX of $8.0 million.

 

During the first quarter of 2003, Wiser produced 3.0 BCF of gas and 440,000 barrels of oil and NGL’s for a daily average of 62.9 MMCFE per day, up slightly from 61.9 MMCFE per day in the first quarter of 2002 and down 6% from fourth quarter 2002 daily average of 66.8 MMCFE. Fourth quarter 2002 production included high initial production from the Wild River field in Canada that has declined in the first quarter of 2003, as anticipated. The Company continues to estimate total 2003 production of approximately 23.5 BCFE, consistent with our earlier guidance release, and estimates second quarter 2003 production of approximately 6.0 BCFE.


 

Page 2 of 6

 

Oil and gas revenues for the first quarter 2003 were $30.6 million, up 113% or $16.2 million from first quarter 2002 due primarily to higher realized oil and gas prices. Realized oil prices for the quarter averaged $30.51 per barrel, up 62% from first quarter 2002. Realized gas prices for the quarter averaged $5.74 per MCF, up 183% from first quarter 2002. Average prices received by the Company in the first quarter of 2003 were approximately $3.08 per barrel less than the average NYMEX oil price and $0.11 per mcf higher than the average NYMEX gas price. The average realized gas price in the first quarter of 2003 was unusually high for Wiser due to strong spot sale prices and the Company does not expect to realize gas prices above the NYMEX settlement prices for the remainder of 2003.

 

Capital and exploration expenditures during the first quarter of 2003 were $17.1 million, with $9.0 million of expenditures in Canada and $6.1 million in the U.S. The Company anticipates its 2003 capital and exploration expenditures will be in the range of $35 to $40 million.

 

Wiser received $0.9 million in proceeds from small property sales in Canada during the first quarter of 2003 and also borrowed $4.0 million under its revolving credit facility to fund capital expenditures. The Company’s cash balance at March 31, 2003 was $4.5 million.

 

First quarter 2003 net income includes a $5.2 million after-tax gain on the cumulative effect of accounting change for the adoption of Statement of Financial Accounting Standards No. 143 for asset retirement obligations and also includes a $7.3 million loss on derivatives. In addition, the Canadian dollar exchange rate increased significantly during the first quarter of 2003, which increased, accumulated other comprehensive income in stockholder’s equity by $5.1 million.

 

Commenting, George K. Hickox, Jr., Company Chairman and CEO said, “High oil and gas prices in the first quarter have started Wiser back on the road to stronger cash flows and improved operating results. With production now averaging between 66 and 67 MMCFE per day and if the present commodity price environment persists for the balance of 2003, we expect to be profitable for the remainder of the year and anticipate discretionary cash flows in the range of $9 million to $12 million per quarter.”

 

Preferred Stock

 

The Board of Directors approved the payment of quarterly dividends on the preferred stock for the first quarter of 2002 in the amount of $431,507. The annual dividend rate on the preferred stock is 7% and the dividend was paid in cash on April 10, 2003.

 

On May 26, 2003, the Company will cause its $25 million of preferred stock to be converted into 5,882,353 shares of common stock based on a conversion price of $4.25 per share. Accordingly, there will be no preferred dividends payable after May 26, 2003 and the discount will be fully amortized. While the holders of the preferred stock have the right to convert the preferred stock into common stock prior to May 26, 2003, the Company believes it is unlikely that the preferred stock will convert to common stock prior to May 26, 2003.


 

Page 3 of 6

 

Note 1

 

Discretionary cash flow is defined as cash flows from operating activities before changes in operating assets and liabilities and exploration expense. Management believes that discretionary cash flow is a better liquidity measure for oil and gas companies because; (a) exploration expense is a discretionary component of the Company’s capital budget that effects cash flows from operating activities and; (b) changes in operating assets and liabilities relate to the timing of cash receipts and disbursements which the Company may not control and may not relate to the period that the operating activities occurred. Discretionary cash flow should not be considered in isolation or as a substitute for cash flows from operating activities prepared in accordance with generally accepted accounting principles. Discretionary cash flow as defined above may not be comparable to similarly titled measures of other companies. Following is a reconciliation of discretionary cash flow to cash flows from operating activities:

 

    

First Quarter


 
    

2003


    

2002


 

Cash flows from operating activities

  

$

10,682

 

  

$

12,137

 

Add back exploration expense*

  

 

2,495

 

  

 

1,756

 

Add back (deduct) net changes in operating assets and liabilities

  

 

(3,103

)

  

 

(11,720

)

    


  


Discretionary Cash Flow

  

$

10,074

 

  

$

2,173

 

    


  



*   Excluding impairments and abandonments.

 

Note 2

 

EBITDAX is defined as net income before interest, income taxes, DD&A, impairments, exploration expense, non-cash gains, and non-cash gain or loss on derivative value. Wiser has included information concerning EBITDAX because it is used by management and certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in the energy industry. EBITDAX should not be considered in isolation or as a substitute for net income, cash flow from operating activities or other income or cash flow data prepared in accordance with generally accepted accounting principles or as a measure of the Company’s profitability or liquidity. EBITDAX as defined above may not be comparable to similarly titled measures of other companies. Following is a reconciliation of EBITDAX to net income:

 

    

First Quarter


 
    

2003


    

2002


 

Net loss before dividends and accounting change

  

$

(1,109

)

  

$

(12,558

)

Add back interest expense

  

 

3,551

 

  

 

3,511

 

Deduct income tax benefit

  

 

(441

)

  

 

(1,045

)

Add back DD&A

  

 

7,643

 

  

 

5,920

 

Add back exploration expense

  

 

3,626

 

  

 

2,090

 

Add back non-cash loss on derivative value

  

 

668

 

  

 

8,087

 

    


  


EBITDAX

  

$

13,938

 

  

$

6,005

 

    


  



 

Page 4 of 6

 

Glossary of terms

BCF – billion cubic feet.

BCFE – billion cubic feet of gas equivalent.

BOE—barrels of oil equivalent.

BOEPD—barrels of oil equivalent per day.

BOPD – barrels of oil per day

MCF – thousand cubic feet

MMBTU—million British thermal units.

MMCFPD – million cubic feet of gas per day.

MMCFE – million cubic feet of gas equivalent.

 

Except for historical information contained herein, the statements in this Press Release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, and the business prospects of The Wiser Oil Company, are subject to a number of risks and uncertainties, which may cause the Company’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties include, among other things, volatility of oil and gas prices, product supply and demand, competition, government regulation or action, litigation, the costs and results of drilling and operations, the Company’s ability to replace reserves or implement its business plans, access to and cost of capital, uncertainties about estimates of reserves, quality of technical data, and environmental risks. These and other risks are described in the Company’s 10-K and 10-Q Reports and other filings with the Securities and Exchange Commission.


 

Page 5 of 6

 

THE WISER OIL COMPANY

(and Consolidated Subsidiaries)

 

    

(UNAUDITED)

Quarter Ended March 31,


 
    

2003


    

2002


 

Total net production (MMCFE)

  

 

5,659

 

  

 

5,568

 

Oil (MBBL)

  

 

418

 

  

 

456

 

Gas (MMCF)

  

 

3,019

 

  

 

2,724

 

Natural gas liquids (MBBL)

  

 

22

 

  

 

18

 

Average oil price/BBL

  

$

30.51

 

  

$

18.82

 

Average gas price/MCF

  

 

5.74

 

  

 

2.03

 

Average natural gas liquids price/BBL

  

 

25.57

 

  

 

13.12

 

Condensed Consolidated Statement of Operations

             

(In thousands, except per share data)

                 

Revenues

             

Oil and condensate

  

$

12,755

 

  

$

8,583

 

Natural gas

  

 

17,319

 

  

 

5,541

 

Natural gas liquids

  

 

556

 

  

 

233

 

Gain on sale of property

  

 

491

 

  

 

520

 

Interest and other income

  

 

77

 

  

 

160

 

    


  


Total revenues

  

 

31,198

 

  

 

15,037

 

Expenses

             

Production and operating

  

 

8,328

 

  

 

7,074

 

Depreciation, depletion and amortization

  

 

7,643

 

  

 

5,920

 

Loss on derivatives

  

 

7,308

 

  

 

7,610

 

Exploration

  

 

3,626

 

  

 

2,090

 

General and administrative

  

 

2,292

 

  

 

2,435

 

Interest expense

  

 

3,551

 

  

 

3,511

 

    


  


Total expenses

  

 

32,748

 

  

 

28,640

 

Loss before income taxes and cumulative effect of accounting change

  

 

(1,550

)

  

 

(13,603

)

Deferred income tax benefit

  

 

(441

)

  

 

(1,045

)

    


  


Net loss before cumulative effect of accounting change

  

 

(1,109

)

  

 

(12,558

)

Cumulative effect of accounting change, net of tax

  

 

5,238

 

  

 

—  

 

    


  


Net income (loss) before preferred dividends and amortization

  

 

4,129

 

  

 

(12,558

)

Preferred dividends

  

 

(432

)

  

 

(431

)

Preferred stock discount amortization

  

 

(1,481

)

  

 

(1,148

)

    


  


Net income (loss)—common stock

  

$

2,216

 

  

$

(14,137

)

    


  


SHARE INFORMATION

             

Common shares outstanding

  

 

9,474

 

  

 

9,243

 

Common shares outstanding—diluted

  

 

15,356

 

  

 

15,249

 

Basic earnings (loss) per share

  

$

0.23

 

  

$

(1.53

)

Diluted earnings (loss) per share (anti-dilutive)

  

$

0.23

 

  

$

(1.53

)


 

Page 6 of 6

 

THE WISER OIL COMPANY

(and Consolidated Subsidiaries)

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

    

(UNAUDITED)

    

Mar. 31, 2003


  

Dec. 31, 2002


Assets

         

Current assets

  

$

25,813

  

$

16,490

Property, net

  

 

226,064

  

 

203,213

Other assets

  

 

2,345

  

 

2,504

    

  

    

$

254,222

  

$

222,207

    

  

Liabilities and Stockholders’ Equity

             

Current liabilities

  

$

35,688

  

$

23,498

Other long-term liabilities

  

 

8,609

  

 

3,299

Long-term debt

  

 

157,602

  

 

152,516

Deferred taxes

  

 

7,002

  

 

6,603

Stockholders’ equity

  

 

45,321

  

 

36,291

    

  

    

$

254,222

  

$

222,207

    

  

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

    

(UNAUDITED)

 
    

Quarter Ended March 31,


 
    

2003


    

2002


 

Net loss before pfd. dividends & amortization

  

$

(1,109

)

  

$

(12,558

)

DD&A

  

 

7,643

 

  

 

5,920

 

Property impairments and abandonments

  

 

1,131

 

  

 

334

 

Deferred income tax benefit

  

 

(441

)

  

 

(1,045

)

Property sale gains

  

 

(491

)

  

 

(520

)

Non-cash loss on derivative value

  

 

668

 

  

 

8,087

 

Other non-cash charges

  

 

178

 

  

 

199

 

Changes in operating assets and liabilities, net

  

 

3,103

 

  

 

11,720

 

    


  


Cash flow from operating activities

  

 

10,682

 

  

 

12,137

 

    


  


Capital expenditures

  

 

(14,634

)

  

 

(21,284

)

Proceeds from property sales

  

 

881

 

  

 

2,246

 

Preferred cash dividends

  

 

(221

)

  

 

(221

)

Foreign exchange

  

 

188

 

  

 

(33

)

Increase in long-term debt

  

 

3,998

 

  

 

4,000

 

    


  


Net cash flow

  

 

894

 

  

 

(3,155

)

Beginning cash

  

 

3,590

 

  

 

12,659

 

    


  


Ending cash

  

$

4,484

 

  

$

9,504

 

    


  


 

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