===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 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
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each class which registered
------------------- -------------------
Common Stock-Par Value, $.01 Per Share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Indicate by check mark whether registrant 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 has been subject to such filing requirements for the
past 90 days. X .
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X .
---
As of March 23, 2001, registrant had outstanding 9,037,909 shares of common
stock, $.01 par value ("Common Stock"), which is registrant's only class of
common stock.
The aggregate market value of registrant's Common Stock held by non-affiliates
based on the closing price on March 23, 2001 was approximately $52.0 million.
DOCUMENTS INCORPORATED BY REFERENCE
(Specific incorporations are identified under the applicable item herein.)
Portions of the registrant's proxy statement furnished to stockholders in
connection with the 2001 Annual Meeting of Stockholders (the "Proxy Statement")
are incorporated by reference in Part III of this Report. The Proxy Statement
will be filed with the Securities and Exchange Commission within 120 days of the
close of the registrant's fiscal year.
================================================================================
The Wiser Oil Company
EXPLANATORY NOTE
The Company is restating its consolidated balance sheets at December 31, 2000
and 1999 and its consolidated statement of changes in stockholders' equity for
the three years ended December 31, 2000 to correct an accounting error from
translating Canadian dollars to U.S. dollars. As a result of these corrections,
the Company is reducing its previously reported stockholders' equity of
$74,281,000 at December 31, 2000 by $4,079,000 and is reducing stockholders'
equity of $57,141,000 at December 31, 1999 by $3,162,000. See Note 16 of the
Notes to the Consolidated Financial Statements.
TABLE OF CONTENTS
DESCRIPTION
Item Page
- ---- ----
PART I
1. BUSINESS................................................... 3
2. PROPERTIES................................................. 24
3. LEGAL PROCEEDINGS.......................................... 24
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 24
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.................................... 24
6. SELECTED FINANCIAL DATA.................................... 25
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.................... 27
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................ 35
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.................... 35
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......... 36
11. EXECUTIVE COMPENSATION..................................... 36
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT............................................. 36
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 36
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K............................................. 36
2
The Wiser Oil Company
THE WISER OIL COMPANY
PART I
Item 1. Business
General
The Wiser Oil Company (the "Company" or "Wiser") is an independent oil and gas
exploration and production company operating in Texas, New Mexico, the Gulf
Coast and Alberta, Canada. Historically, the Company's growth has been
attributed primarily to acquisition, development, exploitation and, to a lesser
extent, exploration activities. The Company's two largest properties,
representing 50% of total proved reserves, are oil exploitation projects in the
Permian Basin which were acquired by Wiser between 1992 and 1996. The Company's
total proved reserves at December 31, 2000 are 37.2 MMBOE, having a pre-tax
present value of $229.1 million based on constant prices of $22.05 per barrel
for oil and $3.75 per Mcf for gas and discounted at 10%. The estimated present
value of the Company's proved reserves disclosed elsewhere in this Form 10-K is
based on year-end prices of $25.18 per barrel of oil and $9.72 per Mcf of gas.
Wiser's proved reserves at December 31, 2000 were 96% developed, with oil and
NGL's comprising 66% and natural gas comprising 34% of total reserves.
Approximately 79% of the Company's proved reserves are located in the U.S. and
21% are located in Canada. Over the past five years, the Company has replaced
93% of its production through a combination of acquisition, exploration,
development and exploitation activities.
History
In 1905, Clinton B. Wiser pooled some oil leases and founded The Wiser Oil
Company. The Company began operations in Kentucky in 1917 and maintained its
headquarters in Sistersville, West Virginia, until 1991. The Company moved its
headquarters to Dallas, Texas in 1991 and over the next five years Wiser
expanded operations by acquiring and operating properties in the Permian Basin
in West Texas and Southeast New Mexico and in Alberta, Canada. In 1999, the
Company sold non-strategic properties in Appalachia and began focusing its
exploration and production operations primarily in Texas, New Mexico, the Gulf
Coast and Alberta, Canada.
In May 2000, the Company completed a corporate restructuring and appointed
George K. Hickox, Jr. as the new CEO. As part of the corporate restructuring,
Wiser received a $15 million capital infusion through the sale of convertible
preferred stock.
Strategy
Over the past few years, the Company has focused on growing reserves primarily
through the acquisition of proved properties with exploitation and exploration
potential. Although Wiser has pursued numerous acquisition opportunities, the
Company has not made any significant acquisitions of properties since the
purchase of properties in South Texas in 1997 for approximately $20 million. In
2000, the Company funded its capital expenditures with cash flow from operations
and replaced 119% of its production and ended the year 2000 with $35 million in
cash. During 2001, the Company plans to focus on acquisition opportunities in
the Gulf Coast and in Canada. In addition, the Company plans to increase its
exposure to quality exploration projects in South Texas and the Gulf of Mexico
by entering into joint ventures. Accordingly, the Company will be participating
in a greater number of exploration projects in 2001 than in the past few years.
The Company's principal executive offices are located at 8115 Preston Road,
Suite 400, Dallas, Texas 75225, and its telephone number is (214) 265-0080.
Certain oil and gas industry terms used herein are defined in the "Glossary of
Oil and Gas Terms" appearing at the end of this Item 1.
3
The Wiser Oil Company
Principal Oil and Gas Properties
The following table summarizes certain information with respect to each of the
Company's principal areas of operation at December 31, 2000.
Proved Reserves
-----------------------------------------
Total Total Percent Average
Gross Oil Proved of Total Net
Oil and and NGLs Gas Reserves Proved Production
Gas Wells (MBbls) (MMcf) (MBOE) Reserves (BOE/Day)
---------- ------- ------- -------- -------- ----------
Permian Basin
Maljamar........................... 227 9,352 3,210 9,887 27% 1,610
Wellman............................ 16 8,477 659 8,587 23% 876
Dimmitt/Slash Ranch................ 79 1,885 12,498 3,968 11% 873
------ ------ ------- -------- ----- --------
Total............................ 322 19,714 16,367 22,442 61% 3,359
San Juan Basin....................... 2,568 54 24,019 4,057 11% 1,290
Other................................ 132 589 12,309 2,641 7% 1,271
------ ------ ------- -------- ----- --------
Total United States.................. 3,022 20,357 52,695 29,140 79% 5,920
Canada............................... 315 4,134 23,413 8,036 21% 2,871
------ ------ ------- -------- ----- --------
Total Company........................ 3,337 24,491 76,108 37,176 100% 8,791
====== ====== ======= ======== ===== ========
Permian Basin
Maljamar. The Company's Maljamar properties are situated in Southeast New
Mexico. At December 31, 2000, the Maljamar properties contained 9.9 MMBOE of
proved reserves, which represented 27% of the Company's total proved reserves
and 13% of the Company's Present Value of total proved reserves.
The Maljamar properties consist primarily of three oil producing units acquired
by the Company in separate transactions between 1992 and 1996: the Maljamar
Grayburg and Caprock Maljamar Units, both of which are in Lea County, New
Mexico, and the Skelly Unit in Eddy County, New Mexico. The Maljamar Grayburg
Unit produces from the Grayburg and San Andres formations at depths ranging from
3,800 to 4,500 feet, and the Caprock Maljamar Unit produces from the same
formations at depths ranging from 4,000 to 5,000 feet. The Skelly Unit is
located approximately five miles west of the two Lea County units and produces
from the Seven Rivers, Grayburg and San Andres formations at depths ranging from
2,100 to 4,000 feet. The Company has a 100% working interest in each of these
units, which, along with some smaller adjacent properties, have been combined
into a single large-scale waterflood project encompassing approximately 14,000
gross leasehold acres.
Exploitation efforts at the project are essentially complete and included
conversion of existing wells to injection wells and the drilling of infill
development wells on 20-acre spacing to create 40-acre five-spot water injection
patterns. At December 31, 2000, the project included 227 producing wells and
159 water injection wells, virtually all of which were operated by the Company.
The Company's net production from the Maljamar properties averaged 1,449 Bbls of
oil, 68 Bbls of NGLs and 559 Mcf of natural gas per day in 2000. The Company's
cumulative net production from the Maljamar properties since acquired by the
Company has been 4,293 MBbls of oil and 2.1 Bcf of natural gas through December
31, 2000.
4
The Wiser Oil Company
Wellman Unit. In 1993 the Company acquired a 62% working interest in and became
operator of the Wellman Unit in Terry County, Texas, located in the northwestern
edge of the Horseshoe Atoll. During 1998 and 1999, the Company acquired an
additional 28% and 5% working interest, respectively, in the Wellman Unit which
increased the Company's working interest to 95% as of December 31, 2000. At
December 31, 2000, the Company's Wellman property contained 8.6 MMBOE of proved
reserves, which represented 23% of the Company's total proved reserves and 6% of
the Company's Present Value of total proved reserves.
The Company owns 2,280 gross (2,165 net) leasehold acres in the Wellman Unit.
The Wellman Unit produces oil from the Wolfcamp Reef formation at depths ranging
from 9,100 to 10,000 feet through the injection of water and CO2 into the
reservoir. Water injection at the unit began in 1979, and CO2 injection began in
1983. The unit also includes a gas processing plant, which processes wellhead
gas produced from the unit. Wiser's interest in this plant is proportionate to
its working interest in the Wellman Unit. Processing at the plant involves
subjecting the wellhead gas to high pressure and low temperature treatments that
cause the gas to separate into various products, including NGLs, residual
natural gas and CO2. The NGLs and residual natural gas are sold to pipeline
companies, and the CO2 is reinjected into the unit's reservoir. At December 31,
2000, the unit included 16 productive wells, six water injection wells, three
CO2 injection wells and three water disposal wells, all of which were operated
by the Company.
The Company's net production from the Wellman Unit averaged 564 Bbls of oil, 293
Bbls of NGLs and 112 Mcf of natural gas per day in 2000. The Company's
cumulative net production from the unit since acquired by the Company has been
2,252 MBbls of oil, 846 MBbls of NGLs and 523 MMcf of natural gas through
December 31, 2000.
In 1995 the Company began reconditioning the gas processing plant at the Wellman
Unit to enhance the extraction of NGLs and residual natural gas from the
wellhead gas. The Company completed the reconditioning project in June 1995 at a
total cost of approximately $6.0 million. For the year ended December 31, 2000,
the gas plant processed an average of 30 MMcf of gross natural gas and CO2 per
day and recovered an average of 355 Bbls of NGLs and 134 Mcf of residual natural
gas per day. The plant currently operates at 95% of its maximum capacity of 35
MMcf of gas per day.
Dimmitt/Slash Ranch Fields. The Company's Dimmitt/Slash Ranch properties are
situated in Loving County, Texas, 80 miles west of Midland, Texas. At December
31, 2000, the Dimmitt/Slash Ranch properties contained 4.0 MMBOE of proved
reserves, which represented 11% of the Company's total proved reserves and 14%
of the Company's Present Value of total proved reserves.
The Company owns 6,543 gross (5,874 net) leasehold acres in the Dimmitt/Slash
Ranch Field. The Company acquired its initial interest in and became operator of
the field in 1993. The Dimmitt Field produces oil and gas from the Cherry Canyon
and Bell Canyon formations at depths ranging from 4,700 to 6,700 feet. The Slash
Ranch Field is a natural gas field that underlies the Dimmitt Field. The Slash
Ranch Field produces from the Atoka, Fusselman and Ellenburger formations at
depths ranging from 15,000 to 20,000 feet. At December 31, 2000, the
Dimmitt/Slash Ranch Field included 79 producing wells, all of which were
operated by the Company. The Company's average working interest in these wells
is 98%.
The Company's net production from the Dimmitt/Slash Ranch properties averaged
376 Bbls of oil and 2,984 Mcf of natural gas per day in 2000. The Company's
cumulative net production from the properties since acquired by the Company has
been 896 MBbls of oil and 7.2 Bcf of natural gas through December 31, 2000.
5
The Wiser Oil Company
San Juan Basin
The Company's San Juan Basin properties are located in Rio Arriba County in
northwestern New Mexico. At December 31, 2000, the San Juan Basin properties
contained 4.1 MMBOE of proved reserves, which represented 11% of the Company's
total proved reserves and 21% of the Company's Present Value of total proved
reserves. The Company owns 10,800 gross (6,159 net) leasehold acres in the San
Juan Basin. In the 1950's, the Company's average 48% working interest in most of
the acreage was contributed in connection with a unitization of the wells in the
San Juan Basin fields, resulting in the ownership by the Company of small non-
operated working interests in several large units. At December 31, 2000, the
Company owned working interests in approximately 2,560 producing gas wells in
the San Juan Basin. These working interests average approximately 1.8%. The
Company's San Juan Basin properties produce from multiple formations ranging
from depths of 3,000 feet to 8,000 feet.
The Company's net production from these properties averaged 7,296 Mcf of natural
gas, 58 Bbls of oil and 16 Bbls of NGLs per day in 2000. The Company expects
that future development of the properties will depend on natural gas prices, and
that its share of the costs of any such future development activities will not
be significant.
Other U.S. Properties
The Company's other United States properties include properties located in the
West Texas, New Mexico and the Gulf Coast onshore region.
Canada
In June 1994, Wiser established an important new core area with the completion
of a $52.0 million acquisition of Canadian oil and gas properties from Eagle
Resources, Ltd. The purchase included 7.2 MMBOE of proved reserves,
approximately 127,000 net undeveloped acres, seven exploration prospects and an
existing staff of 23 persons. At December 31, 2000, the Company's Canadian
properties contained 8.0 MMBOE of proved reserves, which represented 21% of the
Company's total proved reserves and 29% of the Present Value of the Company's
total proved reserves.
The following table summarizes certain information with respect to each of the
Company's principal Canadian areas of operation at December 31, 2000:
Proved Reserves
-------------------------------------------
Percent 2000
Total Total of Total Average
Gross Oil Proved Canadian Net
Oil and and NGLs Gas Reserves Proved Production
Gas Wells (MBbls) (MMcf) (MBOE) Reserves (BOE/Day)
--------- --------- ------- --------- --------- ----------
Evi..................................... 23 1,939 -- 1,939 24% 790
Pine Creek.............................. 10 395 3,215 931 12% 207
Provost................................. 82 645 460 722 9% 418
Ansell.................................. 17 125 2,892 607 8% 261
Portage................................. 18 -- 2,294 382 5% 220
Other................................... 165 1,030 14,552 3,455 42% 975
------- ------- ------- -------- ------- --------
Total Canada............................ 315 4,134 23,413 8,036 100% 2,871
======= ======= ======= ======== ======= ========
6
The Wiser Oil Company
Evi. The Company's Evi Field is located approximately 400 miles north of
Calgary. At December 31, 2000, the Evi Field contained 1.9 MMBOE of proved
reserves, which represented 24% of the Company's total Canadian proved reserves
and 17% of the Present Value of the Company's total Canadian proved reserves.
The Company owns 7,840 gross (4,709 net) leasehold acres in the Evi Field, and
has an average 60% working interest in this acreage. The Evi Field produces oil
from the Granite Wash formation at depths ranging from 4,900 to 5,000 feet. The
Company's net production from the Evi Field averaged 790 Bbls of oil per day in
2000. At December 31, 2000, the Company owned 21 gross (9.2 net) productive
wells and 2 gross (0.8 net) water disposal wells in the field, of which 18
productive wells and both water disposal wells were operated by Wiser.
Pine Creek. The Company's Pine Creek properties are located approximately 240
miles northwest of Calgary. At December 31, 2000, the Pine Creek properties
contained 0.9 MMBOE of proved reserves, which represented 12% of the Company's
total Canadian proved reserves and 11% of the Present Value of the Company's
total Canadian proved reserves. The Company owns 9,120 gross (2,522 net)
leasehold acres in the Pine Creek properties, and has a 28% working interest in
this acreage. The Pine Creek properties produce gas from the Bluesky and Gething
formations at depths of 8,000 to 8,200 feet. At December 31, 2000, the Company
owned 10 gross (2.6 net) productive wells in the Pine Creek properties, all of
which were operated by a third party. The Company's net production from the Pine
Creek properties averaged 503 Mcf of natural gas per day and 123 Bbls of NGLs
per day in 2000.
Provost. The Company's Provost properties are located approximately 210 miles
northeast of Calgary. At December 31, 2000, the Provost properties contained 0.7
MMBOE of proved reserves, which represented 9% of the Company's total Canadian
proved reserves and 6% of the Present Value of the Company's total Canadian
proved reserves.
The Company owns 8,032 gross (6,332 net) leasehold acres in the Provost
properties, and has an average 79% working interest in this acreage. The Provost
properties produce mainly from the Dina formation at depths of 3,070 to 3,170
feet. The Provost Dina `X' and Cummings W3W Pools are the Company's main
producing pools in these properties and water injection in these pools began in
1990 and 1998, respectively. The Company drilled 8 wells in the Provost
properties in 2000.
The Company's net production from the Provost properties averaged 400 Bbls of
oil per day and 107 Mcf of natural gas per day in 2000. At December 31, 2000,
the Company owned 77 gross (52.3 net) productive wells and 5 gross (3.5 net)
water injection wells on the properties, of which 65 gross productive wells and
all five water injection wells were operated by the Company.
Ansell. The Company's Ansell properties are located approximately 200 miles
northwest of Calgary. At December 31, 2000, the Ansell properties contained 0.6
MMBOE of proved reserves, which represented 8% of the Company's total Canadian
proved reserves and 8% of the Present Value of the Company's total Canadian
proved reserves.
The Company owns 3,842 gross (490 net) leasehold acres in the Ansell properties,
and has an average 13% working interest in this acreage. The Ansell properties
produce from the Cardium formation at depths of 7,100 to 7,500 feet. At December
31, 2000, the Company owned 17 gross (1.4 net) productive wells, all of which
were operated by a third party. The Company's net production from the Ansell
properties averaged 57 Bbls of NGLs per day and 1,222 Mcf of natural gas per day
in 2000.
7
The Wiser Oil Company
Portage. The Company's Portage properties are located approximately 350 miles
northeast of Calgary. At December 31, 2000, the Portage properties contained 0.4
MMBOE of proved reserves, which represented 5% of the Company's total Canadian
proved reserves and 8% of the Present Value of the Company's total Canadian
proved reserves.
The Company owns 28,160 gross (15,488 net) leasehold acres in the Portage
properties, and has an average 55% working interest in this acreage. The Portage
properties produce from the Grand Rapids and Nisku formations at depths of 850
and 1,400 feet, respectively. At December 31, 2000, the Company owned 18 gross
(13.5 net) productive wells, 12 of which were operated by Wiser. The Portage
properties commenced production in March 1998 and net production from the
Portage properties averaged 1,320 Mcf of natural gas per day in 2000.
Other Canadian Properties. The Company owns interests in approximately 25 other
Canadian properties, primarily located in its principal areas of operation. For
the year ended December 31, 2000, these properties individually represented less
than 5%, and in the aggregate represented approximately 42%, of the Company's
total Canadian proved reserves.
Exploration Activities
United States
The objective of Wiser's domestic exploration program is to generate exploration
and exploitation drilling opportunities that have the potential of replacing
produced reserves and providing a vehicle of growth for the Company. In 2000,
Wiser drilled or participated in 12 gross (4.0 net) U.S. exploration wells,
compared with 8 gross (3.7 net) wells in 1999, spending $4.3 million in 2000 and
$1.1 million in 1999 on U.S. exploration. Of the 12 gross wells drilled by the
Company in 2000, 8 were completed as oil or gas wells, and 4 were unsuccessful,
which yields a 67% U.S. exploration success rate in 2000. In 2001, Wiser plans
to drill or participate in approximately 16 gross wells in the U.S. and the
Company has budgeted approximately $10.8 million for its 2001 U.S. exploration
program.
The Company is currently focusing its U.S. exploration activities in the
following geographical areas:
South Texas. At the Roche Ranch prospect in Refugio County, the Company drilled
3 gross wells in 2000 of which 2 were completed as new gas field discoveries.
The Company operates and has a 40% working interest in the Roche Ranch prospect.
The primary objectives are Frio gas sands at a depth of 5,000 to 7,000 feet,
which are defined utilizing proprietary 3-D seismic surveys. The Company plans
to drill 3 exploration wells in the Roche Ranch prospect in 2001.
Wiser also operates and has a 40% working interest in the Fitzsimmons prospect
in Jim Wells County. Utilizing proprietary 3-D seismic surveys, the Company has
identified several Frio and Yegua gas sand objectives at depths of 5,000 to
8,500 feet, respectively. In 2000, the Company drilled and completed the Goldapp
#1 as a new gas field discovery and the Company plans to drill another well at
the Fitzsimmons prospect in 2001.
At the Menefee prospect in Wharton County, Wiser drilled 3 gross wells in 2000
which target high-pressured Yegua gas sands at depths of 7,800 to 8,700 feet
that have been defined using 3-D seismic surveys. The Kathleen Appling GU #1 and
the Stovall # 1 were completed as gas wells in 2000 and the Stovall #2 was a dry
hole. Wiser has a 30% working interest in the Menefee prospect and is evaluating
this prospect for further drilling in 2001.
8
The Wiser Oil Company
Gulf Coast. At the Little Crow prospect in Wilkinson County, Mississippi, the
T.O.Sessions #1 exploration well was drilled and completed as an oil well in
2000. The Company subsequently sold its interest in the T. O. Sessions #1 well
and is evaluating this prospect for further drilling in 2001. Wiser has a 50%
non-operating working interest in this prospect.
At the Castleberry prospect in Conecuh County, Alabama, the McMillan # 1 was
drilled as a dry hole in 2000. The Company plans to drill another well on the
Castleberry prospect in 2001 where Wiser operates and has a 50% working
interest.
The Company has recently entered into exploration agreements with several other
companies to participate in various Gulf Coast prospects in 2001 that will be
operated by other companies or Wiser, depending on the prospect. The Company
anticipates that fewer U.S. exploration prospects will be generated by the
Company in 2001 than in prior years.
Canada
Wiser focuses its Canadian exploration activities in specific regions within the
Western Canadian Sedimentary Basin in close proximity to known producing
horizons where the potential for significant reserves exists. The Company's
technical personnel have considerable experience in this focus area. During
2000, the Company drilled or participated in 7 gross (3.8 net) exploratory wells
of which 4 were completed as successful oil or gas wells and 3 were dry holes.
The Company spent $6.0 million on exploration in Canada in 2000, compared to
$3.6 million in 1999, and has budgeted $4.8 million for its 2001 Canadian
exploration program.
In 2000, the Company successfully completed the Wiser/Mobil Wild River 2-32
exploratory well at the Wild River prospect. The Wild River 2-32 was tested in
January 2001 at an average rate of 1.6 MMcf per day of sour gas. The Company
plans to tie this well into a pipeline in 2001 and evaluate the Wild River
prospect for further drilling in 2001. Wiser operates and has a 50% working
interest in the well.
International
The Company did not participate in any international exploration activity in
2000 and currently has no plans to participate in future international
exploration activities.
Marketing of Production
The Company markets its production of oil, natural gas and NGLs to a variety of
purchasers, including large refiners and resellers, pipeline affiliate
marketers, independent marketers, utilities and industrial end-users. To help
manage the impact of potential price declines, Wiser has developed a portfolio
of long- and short-term contracts with prices that are either fixed or related
to market conditions in varying degrees. Most of the Company's production is
sold pursuant to contracts that provide for market-related pricing for the areas
in which the production is located.
During the year ended December 31, 2000, revenues from the sale of production to
Highland Energy Company, Nexen Inc. and EOTT Energy Operating Ltd. represented
approximately 42%, 24% and 13%, respectively, of the Company's total oil and gas
revenues. The Company believes it would be able to locate alternate purchasers
in the event of the loss of any one or more of these purchasers, and that any
such loss would not have a material adverse effect on the Company's financial
condition or results of operations.
9
The Wiser Oil Company
Crude Oil. The Company sells its crude oil and condensate to various refiners
and resellers in the United States and Canada at posting-related and spot-
related prices that also depend on factors such as well location, production
volume and product quality. The Company typically sells its crude oil and
condensate production at or near the well site, although in some cases it is
gathered by the Company or others and delivered to a central point of sale. The
Company's crude oil and condensate production is transported by truck or by
pipeline and is typically committed to arrangements having a term of one year or
less. The Company has not engaged in crude oil trading activities. Revenue from
the sale of crude oil and condensate totaled $32.7 million for the year ended
December 31, 2000 and represented 49% of the Company's total oil and gas
revenues for 2000.
From time to time, the Company enters into crude oil and natural gas price
hedges to reduce its exposure to commodity price fluctuation. See Item 7A -
"Quantitative and Qualitative Disclosures about Market Risk - Commodity Price
Risk" and Note 1 to the Company's Consolidated Financial Statements included
elsewhere in this Report.
Natural Gas. The Company sells its produced natural gas and gathered gas to
utilities, marketers, processor/resellers and industrial end-users primarily
under market-sensitive, long-term contracts or daily, monthly or multi-month
spot agreements. An insignificant amount of the Company's natural gas is
committed to long-term, fixed-price sales agreements. To accomplish the delivery
and sale of certain of its natural gas, the Company has entered into long-term
agreements with various natural gas gatherers that deliver its gas to points of
sale on major transmission pipelines.
The Company believes that it has sufficient production from its properties, and
from those of others tied to its gathering and transportation system, to meet
the Company's delivery obligations under its existing natural gas sales
contracts.
NGLs. From its natural gas processing plants in West Texas, the Company sells
NGLs to independent marketers for resale. A direct pipeline connection to the
Texas Gulf Coast market area facilitates the sale of NGLs from the Company's
Wellman Unit, and enables the Company to receive prices that are representative
of the daily market value of NGLs on the Texas Gulf Coast, less transportation
and fractionation costs. The Company's average price in 2000 for NGLs sold from
Company-operated plants or under processing agreements with others was $22.19
per Bbl. Prices for NGLs attributable to natural gas sold to plants operated by
others are generally included in the prices reported by the Company for the sale
of its natural gas.
Price Considerations. Crude oil prices are established in a highly liquid,
international market, with average crude oil prices received by the Company
generally fluctuating with changes in the futures price established on the NYMEX
for West Texas Intermediate Crude Oil ("NYMEX-WTI"). The average crude oil price
per Bbl received by the Company in 2000 was $21.69. The average NYMEX-WTI
closing price per Bbl for 2000 was $30.12.
Natural gas prices in each of the geographical areas in which the Company
operates are closely tied to established price indices which are heavily
influenced by national and regional supply and demand factors and the futures
price per MMBtu for natural gas delivered at Henry Hub, Louisiana established on
the NYMEX ("NYMEX-Henry Hub"). At times, these indices correlate closely with
the NYMEX-Henry Hub price, but often there are significant variances between the
NYMEX-Henry Hub price and the indices used to price the Company's natural gas.
Average natural gas prices received by Wiser in each of its operating areas
generally fluctuate with changes in these established indices. The average
natural gas price per Mcf received by the Company in 2000 was $3.31. The
average NYMEX-Henry Hub price per MMBtu for 2000 was $3.91, computed by
averaging the closing price on the last three trading days of each month of the
forward prompt month NYMEX natural gas futures contract price applicable to each
month in 2000. The average natural gas price received by the Company in 2000
was lower than such 2000 NYMEX-Henry Hub price as a result of pricing
differentials determined by the location of the Company's natural gas production
relative to the Henry Hub trading point and lower natural gas prices generally
applicable to Canadian natural gas production relative to U.S. production.
10
The Wiser Oil Company
Oil and Gas Reserves
The following table sets forth the proved developed and undeveloped reserves of
the Company at December 31, 2000:
Oil and NGLs (MBbls) Gas (Mmcf) Total Reserves (MBOE)
--------------------------------- ----------------------------- ------------------------------
Developed Undeveloped Total Developed Undeveloped Total Developed Undeveloped Total
--------- ----------- ----- --------- ----------- ----- --------- ----------- -----
Permian Basin
Maljamar................. 8,581 771 9,352 3,138 72 3,210 9,104 783 9,887
Wellman.................. 8,477 -- 8,477 659 -- 659 8,587 -- 8,587
Dimmitt/Slash Ranch...... 1,770 115 1,885 12,224 274 12,498 3,807 161 3,968
------ ---- ------ ------ ----- ------ ------ ----- ------
Total.................. 18,828 886 19,714 16,021 346 16,367 21,498 944 22,442
San Juan Basin............. 50 4 54 21,579 2,440 24,019 3,646 411 4,057
Other...................... 584 5 589 11,763 546 12,309 2,545 96 2,641
------ ---- ------ ------ ----- ------ ------ ----- ------
Total United States........ 19,462 895 20,357 49,363 3,332 52,695 27,689 1,451 29,140
Canada..................... 4,134 - 4,134 23,036 377 23,413 7,973 63 8,036
------ ---- ------ ------ ----- ------ ------ ----- ------
Total Company.............. 23,596 895 24,491 72,399 3,709 76,108 35,662 1,514 37,176
====== ==== ====== ====== ===== ====== ====== ===== ======
The following table summarizes the Company's proved reserves, the estimated
future net revenues from such proved reserves and the Present Value and
Standardized Measure of Discounted Future Net Cash Flows attributable thereto at
December 31, 2000, 1999 and 1998:
At December 31,
-------------------------------------------
2000 1999 1998
------ ------ ------
(000's except weighted average sales prices)
Proved reserves:
Oil and NGLs (Bbl)............................................ 24,491 25,430 27,988
Gas (Mcf)..................................................... 76,108 69,993 119,981
BOE.......................................................... 37,176 37,095 47,985
Estimated future net revenues before income taxes............. $915,495 $419,668 $218,969
Present Value................................................. $500,606 $222,539 $123,831
Standardized Measure(1)....................................... $360,876 $176,916 $113,232
Proved developed reserves:
Oil and NGLs (Bbl)............................................ 23,596 24,046 26,954
Gas (Mcf)..................................................... 72,399 66,584 110,346
BOE.......................................................... 35,662 35,143 45,345
Estimated future net revenues before income taxes............. $870,867 $395,749 $207,884
Present Value................................................. $479,123 $212,263 $122,502
Weighted average sales prices:
Oil (per Bbl)................................................. $ 25.18 $ 23.76 $ 10.39
Gas (per Mcf)................................................. 9.72 1.99 1.98
NGLs (per Bbl)................................................ 21.53 19.11 8.44
(1) The Standardized Measure of Discounted Future Net Cash Flows prepared by the
Company represents the present value (using an annual discount rate of 10%)
of estimated future net revenues from the production of proved reserves,
after giving effect to income taxes. See the Supplemental Financial
Information attached to the Consolidated Financial Statements of the Company
included elsewhere in this Report for additional information regarding the
disclosure of the Standardized Measure information in accordance with the
provisions of Statement of Financial Accounting Standards ("SFAS") No. 69,
"Disclosures about Oil and Gas Producing Activities."
11
The Wiser Oil Company
All information set forth in this Report relating to the Company's proved
reserves, estimated future net revenues and Present Values is taken from reports
prepared by DeGolyer and MacNaughton (with respect to the Company's United
States properties) and Gilbert Lausten Jung Associates Ltd. (with respect to the
Company's Canadian properties), each of which is a firm of independent petroleum
engineers. The estimates of these engineers were based upon review of
production histories and other geological, economic, ownership and engineering
data provided by the Company. No reports on the Company's reserves have been
filed with any federal agency. In accordance with guidelines of the Securities
and Exchange Commission ("SEC"), the Company's estimates of proved reserves and
the future net revenues from which Present Values are derived are made using
year end oil and gas sales prices held constant throughout the life of the
properties (except to the extent a contract specifically provides otherwise). A
decline in prices relative to year end 2000 could cause a significant decline in
the Present Value attributable to the Company's proved reserves at December 31,
2000. Operating costs, development costs and certain production-related taxes
were deducted in arriving at estimated future net revenues, but such costs do
not include debt service, general and administrative expenses and income taxes.
There are numerous uncertainties inherent in estimating oil and gas reserves and
their values, including many factors beyond the Company's control. The reserve
data set forth in this Report represents estimates only. Reservoir engineering
is a subjective process of estimating the sizes of underground accumulations of
oil and gas that cannot be measured in an exact manner. The accuracy of any
reserve estimate is a function of the quality of available data, engineering and
geological interpretation, and judgment. As a result, estimates of different
engineers, including those used by the Company, may vary. In addition,
estimates of reserves are subject to revision based upon actual production,
results of future development, exploitation and exploration activities,
prevailing oil and gas prices, operating costs and other factors, which
revisions may be material. Accordingly, reserve estimates are often different
from the quantities of oil and gas that are ultimately recovered and are highly
dependent upon the accuracy of the assumptions upon which they are based. There
can be no assurance that these estimates are accurate predictions of the
Company's oil and gas reserves or their values. Estimates with respect to
proved reserves that may be developed and produced in the future are often based
upon volumetric calculations and upon analogy to similar types of reserves
rather than actual production history. Estimates based on these methods are
generally less reliable than those based on actual production history.
Subsequent evaluation of the same reserves based upon production history will
result in variations, which may be substantial, in the estimated reserves.
12
The Wiser Oil Company
Net Production, Sales Prices and Costs
The following table presents certain information with respect to oil and gas
production, prices and costs attributable to all oil and gas property interests
owned by the Company for the three-year period ended December 31, 2000.
Year Ended December 31,
-----------------------------
2000 1999 1998
---- ---- ----
Production volumes:
Oil (MBbl)
United States............................ 948 1,085 1,577
Canada................................... 557 599 816
------- ------- -------
Total Company........................... 1,505 1,684 2,393
Gas (MMcf)
United States (1)........................ 6,443 7,333 11,143
Canada................................... 2,495 2,915 3,221
------- ------- -------
Total Company (1)....................... 8,938 10,248 14,364
NGLs (MBbl)
United States............................ 139 172 260
Canada................................... 75 77 62
------- ------- -------
Total Company........................... 214 249 322
Weighted average sales prices (2):
Oil (per Bbl)
United States............................ $ 17.97 $ 14.56 $ 12.68
Canada................................... 28.04 16.29 12.04
Total Company........................... 21.69 15.18 12.46
Gas (per Mcf)
United States (1)........................ $ 3.43 $ 1.95 $ 2.05
Canada................................... 3.01 1.54 1.12
Total Company........................... 3.31 1.83 1.84
NGLs (per Bbl)
United States............................ $ 21.81 $ 13.54 $ 9.41
Canada................................... 22.88 11.84 8.56
Total Company........................... 22.19 13.01 9.25
Selected expenses per BOE (3):
Lease operating
United States............................ $ 7.69 $ 5.82 $ 5.01
Canada................................... 3.61 3.48 3.05
Total Company........................... 6.36 5.07 4.45
Production taxes (4)
United States............................ $ 1.16 $ 0.77 $ 0.84
Depreciation, depletion and amortization
United States............................ $ 4.43 $ 4.34 $ 4.48
Canada................................... 5.79 6.03 6.54
Total Company........................... 4.87 4.88 5.15
General and administrative
United States............................ $ 3.09 $ 2.23 $ 2.11
Canada................................... 1.96 1.15 1.41
Total Company........................... 2.72 1.88 1.96
____________________
(1) Calculated by including volumes of natural gas purchased for resale as
follows: 2000 - 0 MMcf, 1999 - 148 MMcf and 1998 - 608 MMcf.
(2) Reflects results of hedging activities. See Item 7A - "Quantitative and
Qualitative Disclosures about Market Risk."
(3) Calculated without including volumes of natural gas purchased for resale.
13
The Wiser Oil Company
(4) Canada does not assess production taxes on revenue derived from oil and gas
production from Crown lands. However, in Canada, royalties are payable to
the provincial governments on production from Crown lands, subject to
certain programs that provide for royalty rate reductions, royalty holidays
and tax credits for the purpose of encouraging oil and gas exploration and
development. See "-Governmental Regulation-Canada."
Productive Wells and Acreage
Productive Wells
The following table sets forth the Company's domestic and Canadian productive
wells at December 31, 2000:
Productive Wells
---------------------------------------------------------
Oil Gas Total
-------------- --------------- ----------------
Gross Net Gross Net Gross Net
----- --- ----- --- ----- ---
United States............... 401 332 2,621 (1) 72 3,022 404
Canada...................... 220 87 95 40 315 127
--- --- ----- --- ----- ---
Total..................... 621 419 2,716 112 3,337 531
=== === ===== === ===== ===
(1) 2,560 of the Company's gross natural gas wells are located in the San Juan
Basin. The Company has non-operated working interests in these wells that
average approximately 1.8%.
Acreage
The following table sets forth the Company's undeveloped and developed gross and
net leasehold acreage at December 31, 2000. Undeveloped acreage includes leased
acres on which wells have not been drilled or completed to a point that would
permit the production of commercial quantities of oil and gas, regardless of
whether or not such acreage contains proved reserves.
Undeveloped Developed Total
----------------- ----------------- -----------------
Gross Net Gross Net Gross Net
----- --- ----- --- ----- ---
Permian Basin
Maljamar.................. 520 481 14,012 13,839 14,532 14,320
Wellman................... -- -- 2,280 2,165 2,280 2,165
Dimmitt/Slash Ranch....... 509 297 6,034 5,577 6,543 5,874
------- ------- ------- ------ ------- -------
Total................... 1,029 778 22,326 21,581 23,355 22,359
San Juan Basin............ 5,760 1,480 5,040 4,679 10,800 6,159
Other..................... 50,750 36,409 13,992 6,871 64,742 43,280
------- ------- ------- ------ ------- -------
Total United States..... 57,539 38,667 41,358 33,131 98,897 71,798
Canada.................... 159,598 72,069 62,275 25,985 221,873 98,054
------- ------- ------- ------ ------- -------
Total..................... 217,137 110,736 103,633 59,116 320,770 169,852
======= ======= ======= ====== ======= =======
(1) Excluded is acreage in which the Company's interest is limited to a mineral
or royalty interest. At December 31, 2000, the Company held mineral or
royalty interests in 1,108 gross (596 net) developed acres.
All the leases for the undeveloped acreage summarized in the preceding table
will expire at the end of their respective primary terms unless prior to that
date the existing leases are renewed or production has been obtained from the
acreage subject to the lease, in which event the lease will remain in effect
until the cessation of production. The following table sets forth the minimum
remaining lease terms for the gross and net undeveloped acreage:
14
The Wiser Oil Company
Acres Expiring
------------------
Gross Net
------- -------
Twelve Months Ending:
December 31, 2001...................... 56,299 39,721
December 31, 2002...................... 23,422 10,890
Thereafter............................. 137,416 60,125
------- -------
Total................................ 217,137 110,736
======= =======
As is customary in the industry, the Company generally acquires oil and gas
acreage without any warranty of title except as to claims made by, through or
under the transferor. Although the Company has title to developed acreage
examined prior to acquisition in those cases in which the economic significance
of the acreage justifies the cost, there can be no assurance that losses will
not result from title defects or from defects in the assignment of leasehold
rights. In many instances, title opinions may not be obtained if in the
Company's judgment it would be uneconomical or impractical to do so.
Drilling Activity
The following table sets forth for the three-year period ended December 31, 2000
the number of exploratory and development wells drilled by or on behalf of the
Company.
2000 1999 1998
------------- ------------- -------------
Gross Net Gross Net Gross Net
----- --- ----- --- ----- ---
Exploratory Wells:
- -----------------
United States
Producing................ 8 2 6 2 16 11
Dry...................... 4 2 2 1 14 7
Canada
Producing................ 5 2 1 1 3 2
Dry...................... 3 2 - - 3 1
Development Wells:
- -----------------
United States
Producing................ 5 4 1 - 58 44
Dry...................... 1 1 - - 2 1
Canada
Producing................ 29 11 20 4 19 12
Dry...................... 6 3 2 1 7 4
Total Wells:
- -----------
Producing................ 47 19 28 7 96 69
Dry...................... 14 8 4 2 26 13
-- -- -- -- --- --
Total.................. 61 27 32 9 122 82
== == == == === ==
Operations
The Company generally seeks to be named as operator for wells in which it has
acquired a significant interest, although, as is common in the industry, this
typically occurs only when the Company owns the major portion of the working
interest in a particular well or field. At December 31, 2000, the Company
operated 98% of its properties in the Permian Basin, comprising approximately
61% of the Company's total proved reserves, including Maljamar (222 gross
wells), Wellman (16 gross wells) and Dimmitt/Slash Ranch (79 gross wells). At
December 31, 2000, the Company also operated 124 (out of a total of 315) gross
wells on its Canadian properties.
15
The Wiser Oil Company
As operator, the Company is able to exercise substantial influence over the
development and enhancement of a well and to supervise operation and maintenance
activities on a daily basis. The Company does not conduct the actual drilling of
wells on properties for which it acts as operator, but engages independent
contractors who are supervised by the Company. The Company employs petroleum
engineers, geologists and other operations and production specialists who strive
to improve production rates, increase reserves and/or lower the cost of
operating its oil and gas properties.
Oil and gas properties are customarily operated under the terms of a joint
operating agreement, which provides for reimbursement of the operator's direct
expenses and monthly per-well supervision fees. Per-well supervision fees vary
widely depending on the geographic location and producing formation of the well,
whether the well produces oil or gas and other factors. Such fees received by
the Company in 2000 ranged from $99 to $980 per well per month.
Competition
The oil and gas industry is highly competitive. The Company encounters
competition from other oil and gas companies in all areas of its operations,
including the acquisition of producing properties. The Company's competitors
include major integrated oil and gas companies and numerous independent oil and
gas companies, individuals and drilling and income programs. Many of its
competitors are large, well established companies with substantially larger
operating staffs and greater capital resources than the Company. Such companies
may be able to pay more for productive oil and gas properties and exploratory
prospects and to define, evaluate, bid for and purchase a greater number of
properties and prospects than the Company's financial or human resources permit.
The Company's ability to acquire additional properties and to discover reserves
in the future will depend upon its ability to evaluate and select suitable
properties and to consummate transactions in a highly competitive environment.
Drilling and Operating Risks
Drilling activities are subject to many risks, including the risk that no
commercially productive oil or gas reservoirs will be encountered. There can be
no assurance that new wells drilled by the Company will be productive or that
the Company will recover all or any portion of its investment. Drilling for oil
and gas may involve unprofitable efforts, not only from dry wells, but also from
wells that are productive but do not produce sufficient net revenues to return a
profit after drilling, operating and other costs. The cost of drilling,
completing and operating wells is often uncertain. The Company's drilling
operations may be curtailed, delayed or canceled as a result of a variety of
factors, many of which are beyond its control, including economic conditions,
mechanical problems, pressure or irregularities in formations, title problems,
weather conditions, compliance with governmental requirements and shortages in
or delays in the delivery of equipment and services. Such equipment shortages
and delays sometimes involve drilling rigs, especially in Canada, where weather
conditions result in a short drilling season, causing a high demand for rigs by
a large number of companies during a relatively short period of time. The
Company's future drilling activities may not be successful. Lack of drilling
success could have a material adverse effect on the Company's financial
condition and results of operations.
In addition, the Company's use of 3-D seismic requires greater pre-drilling
expenditures than traditional drilling strategies. Although the Company believes
that its use of 3-D seismic will increase the probability of success of its
exploratory wells and should reduce average finding costs through the
elimination of prospects that might otherwise be drilled solely on the basis of
2-D seismic and other traditional methods, unsuccessful wells are likely to
occur.
The Company's operations are subject to all the hazards and risks normally
incident to the development, exploitation, production and transportation of, and
the exploration for, oil and gas, including unusual or unexpected geologic
formations, pressures, down-hole fires, mechanical failures, blowouts,
cratering, explosions, uncontrollable flows of oil, gas or well fluids and
pollution and other environmental risks. These hazards could result in
substantial losses to the Company due to injury and loss of life, severe damage
to and destruction of property and equipment, pollution and other environmental
damage and suspension of operations. The Company maintains comprehensive
16
The Wiser Oil Company
insurance coverage, including a $2.0 million general liability insurance policy
and a $30.0 million excess liability policy. The Company believes that its
insurance is adequate and customary for companies of a similar size engaged in
comparable operations, but losses could occur for uninsurable or uninsured risks
or in amounts in excess of existing insurance coverage.
Title to Properties
The Company's land department and contract land professionals have reviewed
title records or other title review materials relating to substantially all of
its producing properties. The title investigation performed by the Company prior
to acquiring undeveloped properties is thorough, but less rigorous than that
conducted prior to drilling, consistent with industry standards. The Company
believes it has satisfactory title to all its producing properties in accordance
with standards generally accepted in the oil and gas industry. The Company's
properties are subject to customary royalty interests, liens incident to
operating agreements, liens for current taxes and other inchoate burdens which
the Company believes do not materially interfere with the use of or affect the
value of such properties. At December 31, 2000, the Company's leaseholds for
approximately 35% of its net acreage were being kept in force by virtue of
production on that acreage in paying quantities. The remaining net acreage was
held by lease rentals and similar provisions and requires production in paying
quantities prior to expiration of various time periods to avoid lease
termination.
The Company expects to make acquisitions of oil and gas properties from time to
time. In making an acquisition, the Company generally focuses most of its title
and valuation efforts on the more significant properties. It is generally not
feasible for the Company to review in-depth every property it purchases and all
records with respect to such properties. However, even an in-depth review of
properties and records may not necessarily reveal existing or potential
problems, nor will it permit the Company to become familiar enough with the
properties to assess fully their deficiencies and capabilities. Evaluation of
future recoverable reserves of oil and gas, which is an integral part of the
property selection process, is a process that depends upon evaluation of
existing geological, engineering and production data, some or all of which may
prove to be unreliable or not indicative of future performance. To the extent
the seller does not operate the properties, obtaining access to properties and
records may be more difficult. Even when problems are identified, the seller may
not be willing or financially able to give contractual protection against such
problems, and the Company may decide to assume environmental and other
liabilities in connection with acquired properties.
Governmental Regulation
The Company's operations are affected from time to time in varying degrees by
political developments and federal, state, provincial and local laws and
regulations. In particular, oil and gas production and related operations are or
have been subject to price controls, taxes and other laws and regulations
relating to the oil and gas industry. Failure to comply with such laws and
regulations can result in substantial penalties. The regulatory burden on the
oil and gas industry increases the Company's cost of doing business and affects
its profitability. Although the Company believes it is in substantial compliance
with all applicable laws and regulations, because such laws and regulations are
frequently amended or reinterpreted, the Company is unable to predict the future
cost or impact of complying with such laws and regulations.
United States. Sales of natural gas by the Company are not regulated and are
generally made at market prices. However, the Federal Energy Regulatory
Commission ("FERC") regulates interstate natural gas transportation rates and
service conditions, which affect the marketing of natural gas produced by the
Company, as well as the revenues received by the Company for sales of such
production. Sales of the Company's natural gas currently are made at
uncontrolled market prices, subject to applicable contract provisions and price
fluctuations which normally attend sales of commodity products. The FERC's
jurisdiction over natural gas transportation was unaffected by the Decontrol
Act. While sales by producers of natural gas, and all sales of crude oil,
condensate and NGLs, can currently be made at uncontrolled market prices,
Congress could re-enact prices controls in the future.
17
The Wiser Oil Company
Since the mid-1980's, the FERC has issued a series of orders that have
significantly altered the marketing and transportation of natural gas. Such
orders mandated a fundamental restructuring of interstate pipeline sales and
transportation service, including the unbundling by interstate pipelines of the
sale, transportation, storage and other components of the city-gate sales
services such pipelines previously performed. Further, they have eliminated or
substantially reduced the interstate pipelines' traditional role as wholesalers
of natural gas, and have substantially increased competition and volatility in
natural gas markets.
While the Company cannot predict what action the FERC will take on these or
related matters in the future, the Company does not believe that it will be
treated materially differently than other natural gas producers and marketers
with which it competes.
The Company's gathering operations are subject to safety and operational
regulations relating to the design, installation, testing, construction,
operation, replacement and management of facilities. Pipeline safety issues have
recently been the subject of increasing focus in various political and
administrative arenas at both the state and federal levels. The Company believes
its operations, to the extent they may be subject to current gas pipeline safety
requirements, comply in all material respects with such requirements. The
Company cannot predict what effect, if any, the adoption of this or other
additional pipeline safety legislation might have on its operations, but the
industry could be required to incur additional capital expenditures and
increased costs depending upon future legislative and regulatory changes.
The State of Texas and many other states require permits for drilling
operations, drilling bonds and reports concerning operations and impose other
requirements relating to the exploration for and production of oil and gas. Such
states also have statutes or regulations addressing conservation matters,
including provisions for the unitization or pooling of oil and gas properties,
the establishment of maximum rates of production from wells and the regulation
of spacing, plugging and abandonment of such wells. The statutes and regulations
of certain states limit the rate at which oil and gas can be produced from the
Company's properties. However, the Company does not believe it will be affected
materially differently by these statutes and regulations than any other
similarly situated oil and gas company.
Canada. In Canada producers of oil negotiate sales contracts directly with oil
purchasers, with the result that sales of oil are generally made at market
prices. The price of oil received by the Company depends in part on oil quality,
prices of competing fuels, distance to market, the value of refined products and
the supply/demand balance. Oil exports may be made pursuant to export contracts
with terms not exceeding one year in the case of light crude, and not exceeding
two years in the case of heavy crude, provided that an order approving any such
export has been obtained from the National Energy Board ("NEB"). Any oil export
to be made pursuant to a contract of a longer duration requires an exporter to
obtain an export license from the NEB and the issue of such license requires the
approval of the Governor General in Council.
In Canada the price of natural gas sold is determined by negotiation between
buyers and sellers. Natural gas exported from Canada is subject to regulation by
the NEB and the government of Canada. Exporters are free to negotiate prices and
other terms with purchasers, provided that export contracts in excess of two
years must continue to meet certain criteria prescribed by the NEB and the
government of Canada. As is the case with oil, natural gas exports for a term of
less than two years must be made pursuant to an NEB order, or, in the case of
exports for a longer duration, pursuant to an NEB license and Governor General
in Council approval. The government of Alberta also regulates the volume of
natural gas that may be removed from Alberta for consumption elsewhere based on
such factors as reserve availability, transportation arrangements and marketing
considerations.
In addition to Canadian federal regulation, Alberta and certain other provinces
have legislation and regulations that govern royalties payable on production
from Crown lands. The royalty regime that is in place at a particular time or
location is a significant factor in the profitability of oil and gas production.
Royalties payable on production from lands other than Crown lands are determined
by negotiations between the mineral owner and the lessee. Crown royalties are
determined by governmental regulation and are generally calculated as a
percentage of the value of the gross production. The rate of royalties payable
generally depends in part on prescribed reference prices, well productivity,
geographical location, field discovery date and the type and quality of the
petroleum product produced.
18
The Wiser Oil Company
From time to time the government of Alberta has established incentive programs
that have included royalty rate reductions, royalty holidays and tax credits for
the purpose of encouraging oil and gas exploration or enhanced production
projects. For example, a producer of oil or gas is entitled to a credit against
the royalties payable to the Crown by virtue of the Alberta Royalty Tax Credit
("ARTC") program. The ARTC program provides a rebate on Crown royalties paid in
respect of eligible producing properties. The ARTC program is based on a price-
sensitive formula, and the ARTC rate currently varies between 25% and 75% of the
royalty otherwise payable on production. The ARTC rate is currently applied to a
maximum of $2.0 million of Alberta Crown royalties otherwise payable by each
producer or associated group of producers in each tax year. The rate is
established quarterly based on average "par price," as determined by the Alberta
Department of Energy for the previous quarterly period. Producing properties
acquired from corporations claiming maximum entitlement to ARTC will generally
not be eligible for ARTC.
Environmental Matters
The Company's operations and properties are subject to extensive and changing
federal, state, provincial and local laws and regulations relating to
environmental protection, including the generation, storage, handling and
transportation of oil and gas and the discharge of materials into the
environment, and relating to safety and health. The recent trend in
environmental legislation and regulation generally is toward stricter standards,
and this trend will likely continue. These laws and regulations may require the
acquisition of a permit or other authorization before construction or drilling
commences and for certain other activities; limit or prohibit construction,
drilling and other activities on certain lands lying within wilderness and other
protected areas; and impose substantial liabilities for pollution resulting from
the Company's operations. The permits required for various of the Company's
operations are subject to revocation, modification and renewal by issuing
authorities. Governmental authorities have the power to enforce compliance with
their regulations, and violations are subject to fines, penalties or
injunctions. In the opinion of management, the Company is in substantial
compliance with current applicable environmental laws and regulations, and the
Company has no material commitments for capital expenditures to comply with
existing environmental requirements. Nevertheless, changes in existing
environmental laws and regulations or in interpretations thereof could have a
significant impact on the Company. The impact of such changes, however, would
not likely be any more burdensome to the Company than to any other similarly
situated oil and gas company.
The Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA"), also known as the "Superfund" law, and similar state laws impose
liability, without regard to fault or the legality of the original conduct, on
certain classes of persons that are considered to have contributed to the
release of a "hazardous substance" into the environment. These persons include
the owner or operator of the disposal site or sites where the release occurred
and companies that disposed or arranged for the disposal of the hazardous
substances found at the site. Persons who are or were responsible for releases
of hazardous substances under CERCLA may be subject to joint and several
liability for the costs of cleaning up the hazardous substances that have been
released into the environment and for damages to natural resources. Furthermore,
neighboring landowners and other third parties may file claims for personal
injury and property damage allegedly caused by the hazardous substances released
into the environment.
The Company generates typical oil and gas field wastes, including hazardous
wastes, that are subject to the federal Resources Conservation and Recovery Act
and comparable state statutes. The United States Environmental Protection Agency
and various state agencies have limited the approved methods of disposal for
certain hazardous and nonhazardous wastes. Furthermore, certain wastes generated
by the Company's oil and gas operations that are currently exempt from
regulation as "hazardous wastes" may in the future be designated as "hazardous
wastes," and therefore be subject to more rigorous and costly operating and
disposal requirements.
19
The Wiser Oil Company
The Oil Pollution Act ("OPA") imposes a variety of requirements on responsible
parties for onshore and offshore oil and gas facilities and vessels related to
the prevention of oil spills and liability for damages resulting from such
spills in waters of the United States. The "responsible party" includes the
owner or operator of an onshore facility or vessel or the lessee or permittee
of, or the holder of a right of use and easement for, the area where an onshore
facility is located. OPA assigns liability to each responsible party for oil
spill removal costs and a variety of public and private damages from oil spills.
Few defenses exist to the liability for oil spills imposed by OPA. OPA also
imposes financial responsibility requirements. Failure to comply with ongoing
requirements or inadequate cooperation in a spill event may subject a
responsible party to civil or criminal enforcement actions.
The Company's Canadian operations are also subject to environmental regulation
pursuant to local, provincial and federal legislation. Canadian environmental
legislation provides for restrictions and prohibitions on releases or emissions
of various substances produced in association with certain oil and gas industry
operations and can affect the location of wells and facilities and the extent to
which exploration and development is permitted. In addition, legislation
requires that well and facilities sites be abandoned and reclaimed to the
satisfaction of provincial authorities. In most cases, an environmental
assessment and review is required prior to initiating exploration or development
projects or undertaking significant changes to existing projects. A breach of
such legislation may result in the imposition of fines and issuance of clean-up
orders. Environmental legislation in Alberta has recently undergone a major
revision and has been consolidated in the Environmental Protection and
Enhancement Act. Under the new Act, environmental standards and compliance for
releases, clean-up and reporting are stricter. Also, the range of enforcement
actions available and the severity of penalties have been significantly
increased. These changes will have an incremental effect on the cost of
conducting operations in Alberta.
The Company owns, leases or operates numerous properties that for many years
have produced or processed oil and gas. The Company also owns and operates
natural gas gathering, transportation and processing systems. It is not uncommon
for such properties to be contaminated with hydrocarbons or polychlorinated
biphenyls. Although the Company or previous owners of these interests may have
used operating and disposal practices that were standard in the industry at the
time, hydrocarbons, polychlorinated biphenyls or other wastes may have been
disposed of or released on or under the properties or on or under other
locations where such wastes have been taken for disposal. These properties may
be subject to federal or state requirements that could require the Company to
remove any such wastes or to remediate the resulting contamination. In addition,
some of the Company's properties are operated by third parties over whom the
Company has no control. Notwithstanding the Company's lack of control over
properties operated by others, the failure of the previous owners or operators
to comply with applicable environmental regulations may, in certain
circumstances, adversely impact the Company.
Abandonment Costs
The Company is responsible for payment of plugging and abandonment costs on its
oil and gas properties pro rata to its working interest. Based on its
experience, the Company anticipates that the ultimate aggregate salvage value of
lease and well equipment located on its properties will exceed the costs of
abandoning such properties. There can be no assurance, however, that the Company
will be successful in avoiding additional expenses in connection with the
abandonment of any of its properties. In addition, abandonment costs and their
timing may change due to many factors, including actual production results,
inflation rates and changes in environmental laws and regulations.
Employees
At March 9, 2001, the Company employed 62 full-time employees; 3 were executive
officers, 31 were professional and administrative personnel and 28 were field
personnel. Of the total employees, 48 were located in the United States and 14
were located in Canada. At March 9, 2001, none of the Company's employees were
represented by a labor union. The Company considers its relations with its
employees to be good.
20
The Wiser Oil Company
Facilities
The Company's principal executive and administrative offices are located at 8115
Preston Road, Suite 400, Dallas, Texas. The offices contain approximately 21,000
square feet of space and are leased through December 31, 2001. Rental payments
are approximately $37,000 per month. The office of the Company's Canadian
subsidiary, The Wiser Oil Company of Canada, is located at 645 7th Avenue, S.W.,
Suite 2550, Calgary, Alberta. This office contains approximately 14,000 square
feet of space and is leased through December 20, 2003. Rental payments are
approximately $20,000 per month.
Glossary of Oil and Gas Terms
The following are abbreviations and definitions of terms commonly used in the
oil and gas industry that are used in this Report.
"Bbl" means a barrel of 42 U.S. gallons.
"Bcf" means billion cubic feet.
"BOE" means barrels of oil equivalent, converting volumes of natural gas to oil
equivalent volumes using a ratio of six Mcf of natural gas to one Bbl of oil.
"completion" means the installation of permanent equipment for the production of
oil or gas.
"development well" means a well drilled within the proved area of an oil or gas
reservoir to the depth of a stratigraphic horizon known to be productive.
"dry hole" or "dry well" means a well found to be incapable of producing
hydrocarbons in sufficient quantities such that proceeds from the sale of such
production exceed production expenses and taxes.
"exploratory well" means a well drilled to find and produce oil or gas reserves
not classified as proved, to find a new production reservoir in a field
previously found to be productive of oil or gas in another reservoir or to
extend a known reservoir.
"farm-in" means an agreement pursuant to which the owner of a working interest
in an oil and gas lease assigns the working interest or a portion thereof to
another party who desires to drill on the leased acreage. Generally, the
assignee is required to drill one or more wells in order to earn its interest in
the acreage. The assignor usually retains a royalty or reversionary interest in
the lease. The interest received by an assignee is a "farm-in."
"gas" means natural gas.
"gross" when used with respect to acres or wells, refers to the total acres or
wells in which the Company has a working interest.
"infill drilling" means drilling of an additional well or wells provided for by
an existing spacing order to more adequately drain a reservoir.
"MBbl" means thousand Bbls.
"MBOE" means thousand BOE.
"Mcf" means thousand cubic feet.
"MMBOE" means million BOE.
21
The Wiser Oil Company
"MMBtu" means one million British Thermal Units. British Thermal Unit means the
quantity of heat required to raise the temperature of one pound of water by one
degree Fahrenheit.
"MMcf" means million cubic feet.
"net" when used with respect to acres or wells, refers to gross acres or wells
multiplied, in each case, by the percentage working interest owned by the
Company.
"net production" means production that is owned by the Company less royalties
and production due others.
"NGL" means natural gas liquid.
"operator" means the individual or company responsible for the exploration,
development and production of an oil or gas well or lease.
"Present Value" when used with respect to oil and gas reserves, means the
estimated future gross revenues to be generated from the production of proved
reserves calculated in accordance with the guidelines of the SEC, net of
estimated production and future development costs, using prices and costs as of
the date of estimation without future escalation (except to the extent a
contract specifically provides otherwise), without giving effect to non-property
related expenses such as general and administrative expenses, debt service,
future income tax expense and depreciation, depletion and amortization, and
discounted using an annual discount rate of 10%.
"productive wells" or "producing wells" consist of producing wells and wells
capable of production, including wells waiting on pipeline connections.
"proved developed reserves" means reserves that can be expected to be recovered
through existing wells with existing equipment and operating methods.
Additional oil and gas expected to be obtained through the application of fluid
injection or other improved recovery techniques for supplementing the natural
forces and mechanisms of primary recovery will be included as "proved developed
reserves" only after testing by a pilot project or after the operation of an
installed program has confirmed through production response that increased
recovery will be achieved.
"proved reserves" means the estimated quantities of crude oil, natural gas and
NGLs which upon analysis of geological and engineering data appear with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e., prices and costs as of
the date the estimate is made. Prices include consideration of changes in
existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions.
(i) Reservoirs are considered proved if economic producibility is supported
by either actual production or conclusive formation tests. The area of a
reservoir considered proved includes (A) that portion delineated by
drilling and defined by gas-oil and/or oil-water contacts, if any; and
(B) the immediately adjoining portions not yet drilled, but which can be
reasonably judged as economically productive on the basis of available
geological and engineering data. In the absence of information on fluid
contacts, the lowest known structural occurrence of hydrocarbons controls
the lower proved limit of the reservoir.
(ii) Reserves which can be produced economically through application of
improved recovery techniques (such as fluid injection) are included in
the "proved" classification when successful testing by a pilot project,
or the operation of an installed program in the reservoir, provides
support for the engineering analysis on which the project or program was
based.
22
The Wiser Oil Company
(iii) Estimates of proved reserves do not include the following: (A) oil that
may become available from known reservoirs but is classified separately
as "indicated additional reserves"; (B) crude oil, natural gas and NGLs,
the recovery of which is subject to reasonable doubt because of
uncertainty as to geology, reservoir characteristics or economic
factors; (C) crude oil, natural gas, and NGLs, that may occur in
undrilled prospects; and (D) crude oil, natural gas and NGLs that may be
recovered from oil shales, coal, gilsonite and other such resources.
"proved undeveloped reserves" means reserves that are expected to be recovered
from new wells on undrilled acreage, or from existing wells where a relatively
major expenditure is required for completion. Reserves on undrilled acreage
shall be limited to those drilling units offsetting productive units that are
reasonably certain of production when drilled. Proved reserves for other
undrilled units can be claimed only where it can be demonstrated with certainty
that there is continuity of production from the existing productive formation.
Under no circumstances should estimates for proved undeveloped reserves be
attributable to any acreage for which an application of fluid injection or other
improved recovery technique is contemplated, unless such techniques have been
proved effective by actual tests in the area and in the same reservoir.
"recompletion" means the completion for production of an existing well bore in
another formation from that in which the well has been previously completed.
"reserves" means proved reserves.
"reservoir" means a porous and permeable underground formation containing a
natural accumulation of producible oil and/or gas that is confined by
impermeable rock or water barriers and is individual and separate from other
reservoirs.
"royalty" means an interest in an oil and gas lease that gives the owner of the
interest the right to receive a portion of the production from the leased
acreage (or of the proceeds of the sale thereof), but generally does not require
the owner to pay any portion of the costs of drilling or operating the wells on
the leased acreage. Royalties may be either landowner's royalties, which are
reserved by the owner of the leased acreage at the time the lease is granted, or
overriding royalties, which are usually reserved by an owner of the leasehold in
connection with a transfer to a subsequent owner.
"2-D seismic" means an advanced technology method by which a cross-section of
the earth's subsurface is created through the interpretation of reflecting
seismic data collected along a single source profile.
"3-D seismic" means an advanced technology method by which a three dimensional
image of the earth's subsurface is created through the interpretation of
reflection seismic data collected over surface grid. 3-D seismic surveys allow
for a more detailed understanding of the subsurface than do conventional surveys
and contribute significantly to field appraisal, development and production.
"working interest" means an interest in an oil and gas lease that gives the
owner of the interest the right to drill for and produce oil and gas on the
leased acreage and requires the owner to pay a share of the costs of drilling
and production operations. The share of production to which a working interest
owner is entitled will always be smaller than the share of costs that the
working interest owner is required to bear, with the balance of the production
accruing to the owners of royalties.
"workover" means operations on a producing well to restore or increase
production.
23
The Wiser Oil Company
Item 2. Properties
The information required by this Item is contained in Item 1. Business, and is
incorporated herein by reference.
Item 3. Legal Proceedings
The Company and its subsidiaries and affiliates are named defendants in lawsuits
and are involved in governmental proceedings from time to time, all arising in
the ordinary course of business. Although the outcome of these lawsuits and
proceedings cannot be predicted with certainty, management does not expect these
matters to have a material adverse effect on the financial position of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to security holders during the fourth quarter of the
year ended December 31, 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Common Stock is traded on the New York Stock Exchange under the symbol WZR.
The quarterly high and low sales prices and dividends per share of Common Stock
during the three years ended December 31, 2000, were as follows:
High Low Dividends
------- ------- ---------
2000
First Quarter................ $ 3.00 $ 2.38 $0.00
Second Quarter............... 3.31 2.13 0.00
Third Quarter................ 6.38 2.75 0.00
Fourth Quarter............... 5.44 4.00 0.00
1999
First Quarter................ $ 3.13 $ 1.44 $0.00
Second Quarter............... 4.88 2.00 0.00
Third Quarter................ 4.81 2.88 0.00
Fourth Quarter............... 4.13 2.25 0.00
1998
First Quarter................ $14.25 $11.75 $0.03
Second Quarter............... 13.25 8.75 0.03
Third Quarter................ 12.50 5.00 0.03
Fourth Quarter............... 5.75 1.63 0.03
At March 9, 2001, t here were 9,037,909 shares of Common Stock outstanding held
by approximately 750 shareholders of record and approximately 3,488 beneficial
owners.
Each share of Commo n Stock also represents one preferred stock purchase right
which entitles the holder thereof to purchase from the Company one-one
thousandth of a share (a "Unit") of Series B Preferred Stock of the Company at
an exercise price of $72.00 per Unit.
On December 10, 1998 the Board of Directors approved a cost reduction plan which
included suspending payments of cash dividends on the Company's common stock. In
addition, under the terms of the BankOne Revolver (see Note 3 to the Company's
Consolidated Financial Statements) the payment of dividends is prohibited.
24
The Wiser Oil Company
Item 6. Selected Financial Data
The following selected consolidated financial data of the Company are derived
from information contained in the Company's consolidated financial statements.
The selected consolidated financial and operating data presented below should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Company's Consolidated Financial
Statements and notes thereto included elsewhere in this Report. Certain
financial data have been restated as described in Note 16 to the Consolidated
Financial Statements.
Year Ended December 31,
--------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- ------
Income Statements Data (000's except per share amounts)
Revenues:
Oil and gas sales...................................... $ 67,016 $ 47,602 $ 59,197 $ 76,729 $ 72,012
Dividends and interest................................. 1,794 739 269 1,113 683
Marketable security sales gains........................ -- -- -- 7,495 12,977
Other.................................................. 923 4,453 1,942 2,478 1,017
------- -------- -------- -------- --------
Total revenues....................................... 69,733 52,794 61,408 87,815 86,689
------- -------- -------- -------- --------
Costs and expenses:
Production and operating............................... 24,125 21,111 26,529 27,183 23,970
Purchased natural gas.................................. -- 336 1,440 1,622 1,462
Depreciation, depletion and amortization ("DD&A")...... 15,637 17,663 25,811 22,977 19,653
Property impairments................................... 680 2,214 3,838 3,289 12,112
Exploration............................................ 3,792 7,059 15,328 9,655 4,176
General administrative................................. 8,720 6,816 10,571 9,661 9,364
Interest expense....................................... 12,659 13,310 13,097 9,845 5,452
------- -------- -------- -------- --------
Total costs and expenses............................. 65,613 68,509 96,614 84,232 76,189
------- -------- -------- -------- --------
Earnings (loss) before income taxes...................... 4,120 (15,715) (35,206) 3,583 10,500
Income tax expense (benefit)............................. -- (859) (10,740) 264 4,072
------- -------- --------- --------- --------
Net income (loss)........................................ $ 4,120 $(14,856) $(24,466) $ 3,319 $ 6,428
======= ======== ========= ========= ========
Average outstanding shares (000's) (1)................... 8,963 8,952 8,952 8,949 8,939
Basic earnings (loss) per share.......................... $0.39 $(1.66) $(2.73) $0.37 $0.72
Cash dividends per share................................. $0.00 $0.00 $0.12 $0.12 $0.12
Other Financial Dat(000's):
EBITDA (2)............................................... $ 35,094 $ 23,792 $ 22,599 $ 40,741 $ 38,233
Operating cash flows..................................... 17,084 6,478 (3,316) 26,372 33,228
Capital expenditures..................................... 20,066 8,327 29,980 70,209 46,056
Balance Sheet Data-end of period (000's):
Cash and cash equivalents................................ $ 34,144 $ 21,447 $ 2,779 $ 13,255 $ 5,870
Working capital (3)...................................... 35,171 17,875 (19,911) 7,809 3,493
Marketable securitities.................................. -- -- -- -- 7,176
Net property and equipment............................... 156,289 156,811 207,414 218,664 179,439
Total assets............................................. 212,234 193,564 225,929 252,512 208,338
Long-term debt........................................... 124,600 124,526 124,452 124,304 78,654
Stockholders' equity..................................... 70,202 53,979 66,210 95,380 98,983
25
The Wiser Oil Company
Year Ended December 31,
---------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Reserve and Operating Data:
Production and volumes:
Oil and NGLs (MBbl)......................................... 1,719 1,933 2,715 2,760 2,776
Gas (MMcf) (4).............................................. 8,938 10,248 14,364 12,829 12,288
BOE (000's) (4)............................................ 3,209 3,641 5,109 4,898 4,824
Weighted average sales prices (5):
Oil (per Bbl)............................................... $ 21.69 $ 15.18 $ 12.46 $ 18.02 $ 18.81
Gas (per Mcf).............................................. 3.31 1.83 1.84 2.21 1.77
NGLs (per Bbl).............................................. 22.19 13.01 9.25 13.87 13.36
BOE (per Bbl)............................................. 20.88 11.59 11.59 15.66 14.93
Selected expenses per BOE (6):
Lease operating............................................. $ 6.36 $ 5.07 $ 4.45 $ 4.65 $ 4.14
Production taxes............................................ 1.16 0.77 0.84 1.02 0.93
DD&A....................................................... 4.87 4.88 5.15 4.79 4.16
General and administrative.................................. 2.72 1.88 1.96 2.02 1.98
Proved reserves (end of year) (7):
Oil and NGLs (MBbls)........................................ 24,491 25,430 27,988 29,721 31,612
Gas (MMcf).................................................. 76,108 69,993 119,981 120,094 113,377
BOE (MBbls)................................................ 37,176 37,095 47,985 49,737 50,508
Estimated future net revenues before income taxes (000's)... $915,495 $419,668 $218,969 $359,293 $705,723
Present Value............................................... 500,606 222,539 123,831 210,087 414,314
Standardized Measure (000's) (8)............................ 360,876 176,916 113,232 174,489 317,180
Weighted average sales prices (end of year) (7)(9):
Oil (per Bbl)............................................... $ 25.18 $ 23.76 $ 10.39 $ 15.92 $ 24.63
Gas (per Mcf)............................................... 9.72 1.99 1.98 2.35 3.45
NGLs (per Bbl).............................................. 21.53 19.11 8.44 11.40 19.79
(1) Basic earnings per share is calculated without including dilutive effect of
common stock equivalents consisting of stock options, convertible preferred
stock and warrants. See Note 12 to the Company's Consolidated Financial
Statements.
(2) EBITDA is not a generally accepted accounting measure, but is presented as a
supplemental fi nancial indicator of the Company's ability to service or
incur debt. EBI TDA is calculated by adding interest expense, income tax
expense, deprec iation, depletion and amortization, property impairment
costs and exploration costs to net income (excluding marketable security
sales gains and divid ends and interest). EBITDA should not be considered in
isolation or as a substitute for net income, operating cash flows or any
other measure of financial performance prepared in accordance with generally
accepted accoun ting principles or as a measure of the Company's
profitability or liquidity.
(3) Working capital represents the difference between current assets and current
liabilities.
(4) Calculated by volumes of natural gas purchased for resale as follows: 2000 -
0 MMcf, 1999 - 148 MMcf, 1998 - 608 MMcf, 1997 - 629 MMcf and 1996 - 605
MMcf.
(5) Reflects results of hedging activities. See Item 7A - "Quantitative and
Qualitative Disclosures about Market Risk."
(6) Calculated without including volumes of natural gas purchased for resale.
(7) Estimates of proved reserves and future net revenues from which Present
Values are derived are based on year end pricesof oil and gas held constant
(except to the extent a contract specifically provides otherwise) in
accordance with SEC regulations.
(8) The Standardized Measure of Discounted Future Net Cash Flows prepared by the
Company represents the present value (using an annual discount rate of 10%)
of estimated future net revenues from the production of proved reserves,
after giving effect to income taxes. See the Supplemental Financial
Information attached to the Company's Consolidated Financial Statements
included elsewhere in this Report for additional information regarding the
disclosure of the Standardized Measure of Discounted Future Net Cash Flows.
26
The Wiser Oil Company
(9) Year-end prices used to estimate proved reserves and future net revenues
from which Present Values are derived. See footnotes 7 and 8 above.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion is intended to assist in an understanding of the
Company's historical financial position and results of operations for each year
in the three-year period ended December 31, 2000. The Company's Consolidated
Financial Statements and notes thereto included elsewhere in this Report contain
detailed information that should be referred to in conjunction with the
following discussion.
General
The Company's future results of operations and growth are substantially
dependent upon (i) its ability to acquire or find and successfully develop
additional oil and gas reserves and (ii) the prevailing prices for oil and gas.
At December 31, 2000, the Company's proved reserves were comprised of
approximately 96% proved developed reserves, and the Company does not have a
large inventory of development drilling locations or enhanced recovery projects
to pursue after 2000. If the Company is unable to economically acquire or find
significant new reserves for development and exploitation, the Company's oil and
gas production, and thus its revenues, would likely decline gradually as its
reserves are produced. In addition, oil and gas prices are dependent upon
numerous factors beyond the Company's control, such as economic, political and
regulatory developments and competition from other sources of energy. The oil
and gas markets have historically been very volatile. In particular, oil prices
during 1998 were at their lowest levels since 1986. As a result, the Company's
results of operations were adversely affected. During the last half of 1999 and
during 2000, oil and gas prices increased significantly from 1998. Any
significant and extended decline in the price of oil or gas would have a
material adverse effect on the Company's financial condition and results of
operations, and could result in a reduction in the carrying value of the
Company's proved reserves and adversely affect its access to capital.
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of," requires the Company to assess the need for an
impairment of capitalized costs of proved oil and gas properties and the costs
of wells and related equipment and facilities on a property-by-property basis.
Applying SFAS No. 121, the Company recognized non-cash property impairment
charges of $0.7 million in 2000, $2.2 million in 1999 and $3.8 million in 1998.
Results of Operations
Production information presented below includes volumes of natural gas purchased
for resale; however, per unit of production information with respect to
production and operating expenses, depreciation, depletion and amortization and
general and administrative costs is calculated without including such volumes.
Such volumes were 0 MMcf in 2000, 148 MMcf in 1999 and 608 MMcf in 1998.
In April and May 1999, the Company entered into three separate agreements to
sell its oil and gas properties in the Appalachia area, certain oil and gas
properties in Texas and New Mexico and virtually all of its oil and gas royalty
interests in the United States ("Second Quarter Property Sales"). The Second
Quarter Property Sales were closed in April and May 1999 for an aggregate sales
price of $42.3 million before fees and adjustments, and represented
approximately 19% of the Company's proved reserves as of December 31, 1998. The
Company recognized a net gain of $3.4 million in 1999 from the Second Quarter
Property Sales and the revenues and expenses associated with the sold properties
are included in the Company's consolidated statements of income through the
various closing dates.
27
The Wiser Oil Company
The following table sets forth the production, oil and gas revenues, production
and operating expenses and purchased gas related to the Second Quarter Property
Sales for the years ended December 31,1999 and 1998 (000's):
1999 1998
------- --------
Oil production (Bbls).................. 56 224
Gas production (Mcf)................... 1,215 4,189
NGL production (Bbls).................. 16 69
BOE production (Bbls).................. 275 991
Oil and gas revenues................... $ 3,162 $ 12,969
Production and operating expenses...... 1,142 4,625
Purchased gas.......................... 336 1,440
In May 2000, the Company received $13.7 million in net proceeds from the sale of
600,000 shares of convertible preferred stock to Wiser Investment Company, LLC
and its affiliates ("WIC"). See Note 11 to the Company's Consolidated Financial
Statements for additional information about the convertible preferred stock. WIC
has the option, until May 25, 2001, to purchase up to an additional 400,000
shares of convertible preferred stock for $10.0 million, or $25 per share. The
convertible preferred stock is convertible at the option of the holder into
shares of the Company's common stock at a conversion price of $4.25 per common
share.
In connection with the sale of the preferred stock, three of the Company's four
officers were terminated in 2000 and the Company recognized $2.2 million of
expense related to such terminations which is included in general and
administrative expense in the Consolidated Statements of Income.
Comparison of 2000 to 1999
Revenues
Oil and gas sales increased $19.4 million or 41% to $67.0 million in 2000 from
$47.6 million in 1999, due to significantly higher oil and gas prices received
in 2000, which were partially offset by lower oil and gas production. Oil sales
for 2000 were $7.1 million higher than 1999 as the average price received for
oil sales in 2000 was $21.69 per barrel, up $6.51 per barrel or 43% from 1999.
Net oil production for 2000 was 1,505,000 barrels, down 179,000 barrels or 11%
from 1,684,000 barrels in 1999. The property sales in the second quarter of 1999
accounted for approximately 56,000 barrels of the decrease and oil production
from the Maljamar and Wellman fields in 2000 was approximately 103,000 barrels
lower than 1999. Canadian oil production in 2000 was approximately 42,000
barrels lower than 1999 due primarily to declining oil production from the
Provost and Evi fields. Gas sales for 2000 were $10.8 million higher than 1999
as the average price received for gas sales in 2000 was $3.31 per Mcf, an
increase of $1.48 per Mcf or 81% from 1999. Net gas production for 2000 was
8,938 MMCF, down 1,310 MMCF or 13% from 1999. The property sales in the second
quarter of 1999 accounted for approximately 1,215 MMCF of the decrease in gas
production. NGL sales for 2000 were $1.5 million higher than 1999 as the average
price received for NGL sales in 2000 was $22.19 per barrel, an increase of $9.18
per barrel or 71% from 1999. The Company's hedging activities reduced oil and
gas sales by $11.8 million in 2000. On an equivalent unit basis, total
production decreased 12% to 3,209 MBOE in 2000 from 3,641 MBOE in 1999.
Interest income increased 157% to $1.8 million in 2000 from $0.7 million in 1999
due to higher average cash balances in 2000.
Gain on sales of properties were $0.1 million in 2000 compared to $3.6 million
in 1999 due to the Second Quarter Property Sales in 1999.
28
The Wiser Oil Company
Costs and Expenses
Production and operating expense for 2000 increased $3.0 million or 14% from
1999 and, on a BOE basis (excluding 148 MMCF of gas purchased for resale during
1999), increased to $7.52 per BOE or 29% from $5.84 per BOE in 1999. The
increase in production and operating expense was attributable primarily to the
Maljamar and Wellman fields which were $3.6 million higher in 2000 than in 1999
due to well repairs and maintenance at both fields and higher CO2 injection at
Wellman. In addition, production taxes in 2000 were $0.9 million higher than
1999 due to higher realized oil and gas prices. Production and operating expense
in 1999 included approximately $1.1 million associated with the properties sold
in the second quarter of 1999.
Depreciation, depletion and amortization, ("DD&A") for 2000, decreased $2.0
million or 11% from 1999 due primarily to lower oil and gas production and the
property sales in the second quarter of 1999.
Impairment expense decreased 68% to $0.7 million in 2000 from $2.2 million in
1999. The Company recognized impairment expense of $0.7 million in 2000 for the
Elm field in Canada which was sold in October 2000 at a sales price which was
below its carrying value. Impairment expense in 1999 resulted from lower than
expected reserve estimates for certain properties.
Exploration expense decreased 46% to $3.8 million in 2000 from $7.1 million in
1999. Abandoned lease expense decreased 78% to $1.0 million in 2000 from $4.6
million in 1999. Dry hole expense increased 69% to $2.2 million in 2000 from
$1.3 million in 1999. Geological and geophysical expenses in 2000 were $0.6
million, down 25% from $0.8 million in 1999.
General and administrative expense ("G&A") in 2000 was $8.7 million, up $1.9
million from 1999 due primarily to $2.2 million of officer termination expense
which was partially offset by reduced payroll expense in 2000. G&A per BOE
increased 45% to $2.72 per BOE in 2000 from $1.88 per BOE in 1999.
Income tax benefit for 2000 was zero compared to a tax benefit of $0.9 million
in 1999. The Company had a net operating loss carryforward for Federal income
tax purposes of $18.6 million at December 31, 2000 and $13.9 million at December
31, 1999. The tax benefits of carryforwards are recorded as an asset to the
extent that management assesses the future utilization of such carryforwards as
"more likely than not." When the future utilization of some portion of the
carryforwards is determined not to be "more likely than not," a valuation
allowance is provided to reduce the recorded tax benefits from such assets. At
December 31, 2000 and 1999, a valuation allowance was provided to reduce
deferred tax assets to an amount equal to deferred tax liabilities. Accordingly,
no income tax expense was recognized in 2000, and income tax benefits were
recognized in 1999 only to the extent of the Company's existing deferred income
tax liability.
Net income (loss) available for common stock was $3.5 million and basic net
earnings per share was $0.39 in 2000 compared to a net loss available for common
stock of $14.9 million and basic net loss per share of $1.66 in 1999.
Comparison of 1999 to 1998
Revenues
Oil and gas sales decreased $11.6 million or 20% to $47.6 million in 1999 from
$59.2 million in 1998, due to the Second Quarter Property Sales, which accounted
for $9.8 million of the decrease and also due to lower oil and gas production
which was partially offset by higher oil and NGL prices. Oil production in 1999
was 709 MBbls lower than 1998 oil production, with 89% of the decrease
attributed to lower oil production from the Maljamar field in New Mexico of 249
MBbls, lower oil production in Canada of 217 MBbls, primarily attributable to
the Evi and Provost fields, and a reduction of 168 MBbls related to the Second
Quarter Property Sales. The average oil price received in 1999 increased 22% to
$15.18 per Bbl from $12.46 per Bbl in 1998. Gas production during 1999 decreased
29% to 10.2 Bcf from 14.4 Bcf in 1998. Approximately 21% of the decrease in gas
production was attributable to the Second Quarter Property Sales and
approximately 3% of the decrease in gas production was due to lower gas
production in South Texas, which was 499 MMcf lower than 1998. The average gas
price received in
29
The Wiser Oil Company
1999 was $1.83 per Mcf or $0.01 less than 1998. As a result of hedging
activities, oil and gas sales were decreased by $3.6 million in 1999 and
increased by $0.2 million in 1998. On an equivalent unit basis, total production
decreased 29% to 3,641 MBOE in 1999 from 5,109 MBOE in 1998.
Dividends and interest increased 133% to $0.7 million in 1999 compared to $0.3
million in 1998 as a result of higher interest income earned on the net proceeds
from the Second Quarter Property Sales which were invested in short-term
investments.
Pension plan curtailment gain of $0.8 million in 1998 was recognized as a result
of amendments to the Company's pension plan in December 1998 which curtailed
certain pension benefits. There were no such amendments in 1999.
Gain on sales of properties were $3.6 million in 1999 compared to $0.6 million
in 1998 due to the Second Quarter Property Sales. Property sales in 1998
consisted of several non-strategic oil and gas properties.
Costs and Expenses
Production and operating expense decreased 20% to $21.1 million in 1999 from
$26.5 million in 1998 primarily due to the Second Quarter Property Sales, which
reduced production and operating expenses by $3.5 million in 1999, and also due
to cost cutting measures implemented at the Maljamar field which reduced
production and operating expenses in 1999 by $1.5 million compared to 1998. On a
BOE basis, production and operating expense increased 10% to $5.84 per BOE in
1999 from $5.29 per BOE in 1998 primarily as a result of higher production and
operating expenses per BOE at the Maljamar and Wellman fields and the Second
Quarter Property Sales which included properties with a lower than average
production and operating expense per BOE.
Purchase natural gas decreased 79% to $0.3 million in 1999 from $1.4 million in
1998 due to the Second Quarter Property Sales.
DD&A decreased $8.1 million or 31% to $17.7 million in 1999 from $25.8 million
in 1998 and DD&A per BOE decreased 5% to $4.88 per BOE in 1999 from $5.15 per
BOE in 1998. U.S. DD&A decreased $5.9 million, due primarily to the Second
Quarter Property Sales, and Canadian DD&A decreased $2.2 million.
Impairment expense decreased 42% to $2.2 million in 1999 from $3.8 million in
1998. Impairment expense in 1999 resulted from lower than expected reserve
estimates for certain properties and impairment expense in 1998 was due
primarily to unusually low oil prices used to value reserves at year-end 1998.
Exploration expense decreased 54% to $7.1 million in 1999 from $15.3 million in
1998 as the Company significantly curtailed its exploration activities in 1999
due to low oil prices experienced in 1998 and the first quarter of 1999. Dry
hole expense decreased 79% to $1.3 million in 1999 from $6.1 million in 1998.
Geological and geophysical expenses in 1999 were $0.8 million, down 76% from
$3.4 million in 1998.
General and administrative expense ("G&A") decreased 36% to $6.8 million in 1999
from $10.6 million in 1998 and G&A per BOE decreased 4% to $1.88 per BOE in 1999
from $1.96 per BOE in 1998. The decrease in G&A was attributable in part to an
informal cost reduction program that was implemented by the Company in December
1998 that involved reducing its workforce by approximately 36% and reducing
other discretionary administrative expenses. In connection with this cost
reduction program, the Company recognized approximately $545,000 of employee
severance expense in 1998.
Income tax benefit decreased $9.8 million to a tax benefit of $0.9 million in
1999 from a tax benefit of $10.7 million in 1998. The Company had a net
operating loss carryforward of approximately $16 million at December 31, 1999
and since full realization of the future tax benefits of the net operating loss
carryforward was determined by the Company to not be "more likely than not" at
December 31, 1999, only $0.9 million of income tax benefit was recognized in
1999.
30
The Wiser Oil Company
Net loss decreased $9.6 million to a net loss of $14.9 million in 1999 from a
net loss of $24.5 million in 1998 as total costs and expenses and income taxes
for 1999 were $18.2 million lower than 1998 and total revenues for 1999 were
only $8.6 million lower than 1998.
Liquidity and Capital Resources
Cash flows
Operating cash flows in 2000 were $17.1 million, up $10.6 million from $6.5
million in 1999 primarily as a result of increased oil and gas sales which were
offset in part by higher production and operating expense and higher general and
administrative expense. Capital expenditures during 2000 were $20.1 million, up
$11.8 million from $8.3 million in 1999. The major components of capital
expenditures for 2000 were $10.2 million for development activities, $5.9
million for exploration activities and $3.7 million for property acquisitions.
The Company's capital and exploration budget for 2001 is approximately $36
million. The Company received $41.0 million in net sales proceeds from the sale
of oil and gas properties during 1999 compared to $2.0 million in proceeds
received during 2000. On a cash basis, the Company paid $12.0 million in
interest expense in 2000 and no income taxes were paid in 2000. Cash flows from
financing activities in 2000 included $13.7 million of net proceeds from the
issuance of preferred stock in May 2000. Cash flows from financing activities in
1999 consisted of repaying $21 million of borrowings under the Credit Agreement,
formerly with NationsBank of Texas, N.A., and borrowing $0.5 million under the
Restated Credit Agreement with Bank One Texas, NA.
Financial Position
Cash and cash equivalents increased $12.7 million from $21.4 million at December
31, 1999 to $34.1 million at December 31, 2000. The increase was attributable
primarily to $13.7 million of net proceeds from the issuance of preferred stock
in May 2000. Working capital of $35.2 million at December 31, 2000 was $17.3
million higher than working capital of $17.9 million at December 31, 1999 due
primarily to increased cash and cash equivalents of $12.7 million and increased
accounts receivable of $7.1 million. Net property and equipment increased $0.4
million and total assets increased $19.6 million during 2000 to $216.3 million
at December 31, 2000. Stockholders' equity increased $17.2 million during 2000
to $74.3 million at December 31, 2000.
At December 31, 2000, capitalization totaled $199.4 million and consisted of
$125.1 million of total debt (63%) and $74.3 million of stockholders' equity
(37%).
Capital Sources
Funding for the Company's business activities has been provided by cash flow
from operations, borrowings and the issuance of preferred stock in May 2000.
While the Company regularly engages in discussions relating to potential
acquisitions of oil and gas properties, the Company has no current agreement or
commitment with respect to any such acquisitions which would be material to the
Company. Any future acquisitions may require additional financing and will be
dependent upon financing arrangements available at the time.
The Company entered into a Credit Agreement with a group of banks which provides
for the issuance of letters of credit and for revolving credit loans to the
Company (the "Credit Agreement"). On March 23, 1999, a financial institution
("New Lender") purchased all of the rights and obligations of the Credit
Agreement from Nations Bank of Texas, N.A. and the Bank of Montreal and became
the new Agent under the Credit Agreement.
In April 1999, the Company used $10 million of proceeds from the sale of oil and
gas properties to reduce the outstanding balance under the Credit Agreement to
$11 million. On May 10, 1999, the Company entered into a Restated Credit
Agreement with Bank One, Texas, N.A. (the "BankOne Revolver"). The Company
borrowed $11 million under the BankOne Revolver and repaid in full the
outstanding principal balance of $11 million under the Credit Agreement and the
Credit Agreement was terminated. Also in May 1999, the Company used $10.5
million of proceeds from the sale of oil and gas properties to reduce the
BankOne Revolver balance to $0.5 million.
31
The Wiser Oil Company
The BankOne Revolver provides the Company with up to a $25 million line of
credit through April 30, 2001. The amounts available for borrowing are based on
the Company's oil and gas reserves and the Company's Borrowing Base at December
31, 2000 was $8 million. Available loan and interest options are (i) Prime Rate
Loans, at the bank's prime interest rate and (ii) Eurodollar Loans, at LIBOR
plus 2.5%, 2.75% or 3% depending on the percentage of the Borrowing Base
actually borrowed by the Company. The commitment fee on the unused Borrowing
Base is 0.5%. The BankOne Revolver imposes certain restrictions on sales of
assets, payment of dividends and incurrence of indebtedness and requires the
Company to, among other things, maintain certain financial ratios and make
monthly escrow deposits of $1.0 million to fund the semi-annual interest
payments on the 9 1/2% Senior Subordinated Notes. The Company is currently
negotiating a new credit facility and, subject to the completion of the
negotiations, the Company has classified the entire $0.5 million balance
outstanding at December 31, 2000 as a current liability in the Consolidated
Balance Sheets.
On April 13, 1999, the Company entered into a Purchase and Sale Agreement with
Prince Minerals, Ltd. to sell certain producing and non-producing mineral
interests ("Mineral Properties") for $10 million effective April 1, 1999. The
sale closed on April 21, 1999. The producing portion of the oil and gas
properties comprising the Mineral Properties represented approximately 2% of the
Company's total proved oil and gas reserves at December 31, 1998. The sales
proceeds were used to reduce the outstanding balance under the Credit Agreement
to approximately $11 million.
On April 12, 1999, the Company entered into a Purchase and Sale Agreement with
Columbia Natural Resources to sell all of the Company's oil and gas properties
in Kentucky, Tennessee and West Virginia ("Appalachia Properties") for $28
million effective April 1, 1999. The sale closed on May 12, 1999. The oil and
gas properties comprising the Appalachia Properties represented approximately
15% of the Company's total proved oil and gas reserves at December 31, 1998. The
sales proceeds were used to reduce the outstanding balance under the Credit
Agreement to approximately $11 million, and for general corporate purposes.
In addition, the Company sold a number of smaller, non-strategic oil and gas
properties in Texas and New Mexico for an aggregate sales price of $4.3 million.
This sale closed on May 25, 1999. The sales proceeds from these properties were
used for general corporate purposes.
The Company believes that cash flows from operations and borrowings under a new
credit facility will be sufficient to meet anticipated capital and exploration
expenditure requirements (excluding any material property acquisitions) in 2001.
If the Company's cash flows from operations and borrowings are not sufficient to
satisfy its capital and exploration expenditure requirements, there is no
assurance that additional equity or debt financing will be available to meet
such requirements.
Capital and Exploration Expenditures
The Company requires capital primarily for the acquisition, development and
exploitation of, and the exploration for, oil and gas properties, the repayment
of indebtedness and general working capital needs. During 2001, subject to
market conditions and drilling and operating results, the Company expects to
spend approximately $36 million on acquisition, development, exploitation and
exploration activities.
32
The Wiser Oil Company
Other Matters
Environmental and Other Regulatory Matters
The Company's business is subject to certain federal, state, provincial and
local laws and regulations relating to the development, exploitation, production
and gathering of, and the exploration for, oil and gas, including those relating
to the protection of the environment. Many of these laws and regulations have
become more stringent in recent years, often imposing greater liability on a
larger number of potentially responsible parties. Although the Company believes
it is in substantial compliance with all applicable laws and regulations, the
requirements imposed by laws and regulations are frequently changed and subject
to interpretation, and the Company is unable to predict the ultimate cost of
compliance with these requirements or their effect on its operations. Although
significant expenditures may be required to comply with governmental laws and
regulations applicable to the Company, compliance has not had a material adverse
effect on the earnings or competitive position of the Company.
New Accounting Standards
The Company adopted the following pronouncements in 1998:
SFAS No. 130, "Reporting Comprehensive Income" requires that all items that
are to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements, and
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires reporting of financial and descriptive information
about a company's reportable operating segments. The Company has identified
only one operating segment, which is the exploration for and production of
oil and gas.
In June 1998, the Financial Accounting Standards Board issued SFAS 133
"Accounting for Derivative Instruments and Hedging Activities" which is
effective for all fiscal years beginning after June 15, 2000 (January 1, 2001
for the Company). SFAS No. 133 requires that derivatives be reported on the
balance sheet at fair value and, if the derivative is not designated as a
hedging instrument, changes in fair value must be recognized in earnings in the
period of change. If the derivative is designated and qualifies as a hedge and
to the extent such hedge is determined to be effective, changes in fair value
are either offset by the change in fair value of the hedged asset or liability
(if applicable) or reported as a component of other comprehensive income in the
period of change, and subsequently recognized in earnings when the offsetting
hedged transaction occurs. The definition of derivatives has also been expanded
to include contracts that require physical delivery of oil and gas if the
contract allows for net cash settlement. The Company uses derivatives to hedge
oil and gas price risk and gains or losses on such derivatives prior to the
adoption of SFAS No. 133 were recorded as adjustments to oil and gas sales. The
Company adopted SFAS No. 133 on January 1, 2001 and its existing oil and gas
hedging contracts were designated as cash flow hedges. The effective portion of
the gain or loss on a cash flow hedge must be reported as a component of other
comprehensive income and be reclassified into earnings in the same period or
periods during which the hedged forecasted transaction affects earnings. The
ineffective portion, if any, of the gain or loss on a cash flow hedge must be
recognized currently in earnings. Based on the cash flow hedges in effect on
December 31, 2000, derivative liabilities of approximately $3.1 million would be
recognized in the Company's consolidated balance sheet with an offsetting amount
recognized in accumulated other comprehensive loss.
33
The Wiser Oil Company
Disclosure Regarding Forward-Looking Statements
This Report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements other than statements of historical facts included in
this Report, including without limitation statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
under "Business" and "Properties" regarding proved reserves, estimated future
net revenues, Present Values, planned capital expenditures (including the amount
and nature thereof), increases in oil and gas production, the number of wells
anticipated to be drilled and the Company's financial position, business
strategy and other plans and objectives for future operations, are forward-
looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on its business or operations. Among the
factors that could cause actual results to differ materially from the Company's
expectations are the volatility of oil and gas prices, the ability to acquire or
find and successfully develop additional oil and gas reserves, the uncertainty
of estimates of reserves and future net revenues, risks relating to acquisitions
of producing properties, drilling and operating risks, general economic
conditions, competition, domestic and foreign government regulations and other
factors which are beyond the Company's control. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by such factors. The Company
assumes no obligation to update any such forward-looking statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Company only uses derivative financial instruments such as commodity futures
agreements to hedge against fluctuations in oil and gas prices. Gains and losses
on these derivative instruments are recorded as adjustments to oil and gas
sales. The Board of Directors of the Company have adopted a policy governing the
use of derivative instruments which requires that all derivatives used by the
Company relate to an anticipated transaction and prohibits the use of
speculative or leveraged derivatives.
Interest Rate Risk
Total debt at December 31, 2000 included $124.6 million of fixed-rate debt and
$0.5 million of floating-rate debt attributed to borrowings under the BankOne
Revolver. As a result, the Company's annual interest cost will fluctuate based
on changes in short-term interest rates. The impact on annual cash flow of a 10%
change in the short-term interest rate (approximately 95 basis points) would be
less than $0.01 million.
At December 31, 2000, the estimated fair value of the Company's fixed-rate debt
of $124.6 million was $100.0 million. The fixed-rate debt will mature in May
2007 and the floating-rate debt will mature in May 2001.
Commodity Price Risk
The Company has in the past entered into and may in the future enter into
hedging arrangements with respect to portions of its oil, natural gas and NGL
production to reduce its sensitivity to volatile commodity prices. The Company
believes that hedging, although not free of risk, allows the Company to achieve
a more predictable cash flow and to reduce exposure to price fluctuations.
However, hedging arrangements limit the benefit to the Company of increases in
the prices of the hedged commodity. Moreover, the Company's hedging
arrangements apply only to a portion of its production and provide only partial
price protection against declines in prices. Such arrangements may expose the
Company to risk of financial loss in certain circumstances. The Company expects
that the amount of production it hedges will vary from time to time. During
2000, 1999 and 1998, the Company entered into various natural gas and crude oil
forward sale agreements, natural gas price swaps and oil price collar agreements
to hedge against price fluctuations. Oil and gas sales are adjusted for the
effects of hedging transactions as the underlying hedged production is sold.
Adjustments to oil and gas sales from the Company's hedging activities resulted
in a decrease in revenues of $11.8 million in 2000, $3.6 million in 1999 and an
increase in revenues of $0.2 million in 1998. Based on December 31, 2000 NYMEX
futures prices, the fair value of the Company's hedging arrangements at December
31, 2000 was a loss of $3.1 million. A 10% increase in both the oil price and
the gas price would
34
The Wiser Oil Company
increase this loss by $3.1 million and a 10% decrease in both the oil price and
the gas price would decrease this loss by $3.1 million.
As of March 9, 2001 the Company's hedging arrangements were as follows:
Crude Oil: Daily Volume Price per Bbl
- --------- ------------ -------------
January 1, 2001 to June 30, 2001 1,750 Bbls $28.10
January 1, 2001 to June 30, 2001 1,000 Bbls (1) $25.00 floor, $32.00 ceiling
July 1, 2001 to September 30, 2001 1,000 Bbls (1) $25.00 floor, $30.46 ceiling
Natural Gas: Daily Volume Price per MMBTU
- ------------ ------------ ---------------
January 1, 2001 to December 31, 2001 10,000 MMBTU (1) $4.00 floor, $6.10 ceiling
(1) These are "collar" hedges whereby the Company will receive the actual
market price if the actual market price is between the floor price and
the ceiling price. If the actual market price is below or above the
floor or ceiling prices, the price received by the Company will be
limited to the floor price or ceiling price, respectively.
The Company continuously reevaluates its hedging program in light of market
conditions, commodity price forecasts, capital spending and debt service
requirements. Also see Note 1 to the Company's Consolidated Financial Statements
included elsewhere in this Report. For 2001, the Company has hedged
approximately 38% of its projected oil production and approximately 40% of its
projected gas production.
Foreign Currency Exchange Risk
The Company receives a substantial portion of its revenue in Canadian dollars
(36% in 2000). As a result, fluctuations in the exchange rates of the Canadian
dollar with respect to the U.S. dollar could have an adverse effect on the
Company's financial condition and results of operations. Historically however,
exchange rate fluctuations have not been material to the Company.
Item 8. Financial Statements and Supplementary Data
The Report of Independent Public Accountants, Consolidated Financial Statements
and supplementary financial data required by this Item are set forth on pages F-
1 through F-30 of this Report and are incorporated herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
35
The Wiser Oil Company
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item will be contained in the Proxy Statement
for the 2001 annual meeting of stockholders under the headings "Election of
Directors" and "Executive Officers" and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be contained in the Proxy Statement
for the 2001 annual meeting of stockholders under the heading "Executive
Compensation" and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item will be contained in the Proxy Statement
for the 2001 annual meeting of stockholders under the heading "Beneficial
Ownership of Common Stock" and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by this Item, if any, will be contained in the Proxy
Statement for the 2001 annual meeting of stockholders under the heading
"Executive Compensation" and is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
A. Financial Statements
The following documents are filed as part of this Report:
1. Report of Independent Public Accountants
Consolidated Statements of Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Schedules are omitted because of the absence of conditions under which
they are required or because the required information is given in the
financial statements or notes thereto.
B. Reports on Form 8-K.
The Company filed a report on Form 8-K on November 20, 2000 announcing its
Board of Directors approved an extension of time, from November 25, 2000
to May 25, 2001, for Wiser Investment Company, LLC and its affiliates
("WIC") to exercise its option to purchase an additional $10 Million of
Series C Convertible Preferred Stock under the terms of the Amended and
Restated Stock Purchase Agreement dated as of December 13, 1999 (the
"Stock Purchase Agreement"). The Company and WIC entered into Amendment
No. 1 to the Stock Purchase Agreement dated as of November 20, 2000
providing for the extension of WIC's option.
The Company also announced that its Board of Directors approved the
payment in kind of dividends on the Series C Preferred Stock for the
second and third quarters of 2000.
36
The Wiser Oil Company
C. Exhibits
Exhibits not incorporated herein by reference to a prior filing are
designated by an asterisk (*) and are filed herewith; all exhibits not so
designated are incorporated herein by reference as indicated.
Exhibit
Numbers
- -------
(3.1) Certificate of Incorporation of the Company, as amended, incorporated
by reference to Exhibit 4.2 to the Company's report on Form 8-K
(Commission File No. 0-5426), dated November 9, 1993 (Date of Event:
October 25, 1993).
(3.1a) Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2000.
(3.2) Bylaws of the Company, as amended, incorporated by reference to Exhibit
4.3 to the Company's report on Form 8-K (Commission File No. 0-5426),
dated November 9, 1993 (Date of Event: October 25, 1993).
(3.2a) Restated Bylaws of the Company, incorporated by reference to Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
(3.3) Certificate of Designation, Preferences and Rights of Series B
Preferred Stock of the Company, incorporated by reference to Exhibit
3.3 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
(3.4) Certificate of Designations of Series C Cumulative Convertible
Preferred Stock of the Company, incorporated by reference to Exhibit
3.4 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000.
(4) Rights Agreement dated as of October 25, 1993 by and between the
Company and The Chase Manhattan Bank (as successor to Chemical Bank),
as Rights Agent, which includes as Exhibit 2 thereto the Form of Rights
Certificate, incorporated by reference to Exhibit 4.1 to the Company's
report on Form 8-K (Commission File No. 0-5426), dated November 9, 1993
(Date of Event: October 25, 1993).
(4a) First Amendment to Rights Agreement dated as of October 25, 1993 by and
between the Company and ChaseMellon Shareholder Services, L.L.C. (as
successor to Chemical Bank), as Rights Agent, incorporated by reference
to Exhibit 4.1 to the Company's report on Form 8 -K (Commission File
No. 0-5426), dated December 23, 1999 (Date of Event: December 13,
1999).
(4.1) Indenture dated May 21, 1997, among the Company, certain subsidiaries
of the Company and Texas Commerce Bank National Association, as
Trustee, incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (Commission File No. 333-29211),
filed on June 13, 1997.
(4.2) Form of 9 1/2% Senior Subordinated Notes due 2007 (included in the
indenture filed as Exhibit 4.1), incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-4 (Commission
File No. 333-29211), filed on June 13, 1997.
(4.3) Registration Agreement dated May 21, 1997, among the Company, certain
subsidiaries of the Company and Salomon Brothers Inc., NationsBanc
Capital Markets, Inc. and Nesbitt Burns Securities Inc., as the Initial
Purchasers, incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-4 (Commission File No. 333-29211),
filed on June 13, 1997.
37
The Wiser Oil Company
(4.4) Credit Agreement dated June 23, 1994 among The Wiser Oil Company and
The Wiser Oil Company of Canada, as Borrowers, and NationsBank of
Texas, N.A. (NationsBank), as Agent, and Certain Financial Institutions
Listed on the Signature Pages Thereto, as Banks, incorporated by
reference to the Exhibit 10.1 to the Company's report on Form 8-K
(Commission File No. 0-5426), dated July 11, 1994 (Date of Event: July
11, 1994), as amended on Form 8-K/A filed on August 17, 1994.
(4.5) First Amendment to Credit Agreement dated November 29, 1995 among The
Wiser Oil Company and The Wiser Oil Company of Canada, as Borrowers,
and NationsBank, as Agent, and Certain Financial Institutions Listed on
the Signature Pages Thereto, as Banks, incorporated by reference to
Exhibit 4.5 to the Company's Registration Statement on Form S-4
(Commission File No. 333-29211), filed on June 13, 1997.
(4.6) Second Amendment to Credit Agreement dated May 20, 1997 among The Wiser
Oil Company and The Wiser Oil Company of Canada, Inc., as Borrowers,
and NationsBank, as Agent, and Certain Financial Institutions Listed on
the Signature Pages thereto, as Banks, incorporated by reference to
Exhibit 4.6 to the Company's Registration Statement on Form S-4
(Commission File No. 333-29211), filed on June 13, 1997.
(4.7) Guaranty Agreement dated May 20, 1997, by Wiser Oil Delaware, Inc., in
favor of NationsBank and PNC Bank, National Association ("PNC"),
incorporated by reference to Exhibit 4.7 to the Company's Registration
Statement on Form S-4 (Commission File No. 333-29211), filed on June
13, 1997.
(4.8) Guaranty Agreement dated May 20, 1997, by Wiser Delaware LLC, in favor
of NationsBank and PNC, incorporated by reference to Exhibit 4.8 to the
Company's Registration Statement on Form S-4 (Commission File No. 333-
29211), filed on June 13, 1997.
(4.9) Guaranty Agreement dated May 20, 1997, by The Wiser Marketing Company,
in favor of NationsBank and PNC, incorporated by reference to Exhibit
4.9 to the Company's Registration Statement on Form S-4 (Commission
File No. 333-29211), filed on June 13, 1997.
(4.10) Guaranty Agreement dated May 20, 1997, by The Wiser Oil Company of
Canada, in favor of NationsBank and PNC, incorporated by reference to
Exhibit 4.10 to the Company's Registration Statement on Form S-4
(Commission File No. 333-29211), filed on June 13, 1997.
(4.11) Guaranty Agreement dated May 20, 1997, by T.W.O.C., Inc., in favor of
NationsBank and PNC, incorporated by reference to Exhibit 4.11 to the
Company's Registration Statement on Form S-4 (Commission File No. 333-
29211), filed on June 13, 1997.
(4.13) Credit Agreement dated December 23, 1997 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,
incorporated by reference to Exhibit 4.13 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
(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, incorporated by reference to Exhibit 4.13a to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 1998.
(4.13b) Second Amendment to Credit Agreement dated January 11, 1999 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, incorporated by reference to Exhibit 4.13b to the
Company's Annual Report on Form 10-K for the year ended December 31,
1998.
38
The Wiser Oil Company
(4.15) Restated Credit Agreement dated May 10, 1999 among The Wiser Oil
Company, as borrower, and Bank One Texas, N.A., as agent, and the
Institutions as listed on the signature pages thereto, as Banks,
incorporated by reference to Exhibit 4.15 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1999.
(10.3) Purchase and Sale Agreements made as of May 31, 1994 among Eagle
Resources Ltd., Caneagle Resources Corporation, The Erin Mills
Investment Corporation and The Wiser Oil Company, incorporated by
reference to Exhibit 10 to the Company's report on Form 8-K dated
July 11, 1994 (Date of Event: July 11, 1994), as amended by Form 8-
K/A filed on August 17, 1994.
(10.3a) Purchase and Sale Agreement dated April 12, 1999 between Columbia
Natural Resources, Inc. and The Wiser Oil Company, incorporated by
reference to Exhibit 10.3a to the Company's Annual Report on Form 10-
K for the year ended December 31, 1998.
(10.4) + Employment Agreement dated August 1, 1994 between the Company and
Allan J. Simus, incorporated by reference to Exhibit 10(d) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1994.
(10.4a) + Amendment to Employment Agreement dated August 1, 1994 between the
Company and Alan J. Simus dated March 22, 1996, incorporated by
reference to Exhibit 10.4a to the Company's Annual Report on Form 10-
K for the year ended December 31, 1998.
(10.4b) + Second Amendment to Employment Agreement dated August 1, 1994 between
the Company and Alan J. Simus dated May 20, 1997, incorporated by
reference to Exhibit 10.4a to the Company's Annual Report on Form 10-
K for the year ended December 31, 1997.
(10.4c) + Third Amendment to Employment Agreement dated August 1, 1994 between
the Company and Alan J. Simus dated January 1, 1999, incorporated by
reference to Exhibit 10.4c to the Company's Annual Report on Form 10-
K for the year ended December 31, 1998.
(10.4d) + Fourth Amendment to Employment Agreement dated August 4, 1994 between
the Company and Alan J. Simus dated June 1, 1999, incorporated by
reference to Exhibit 10.4d to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999.
(10.5) + Employment Agreement dated July 1, 1991 between the Company and
Andrew J. Shoup, Jr., incorporated by reference to Exhibit 10(a) to
the Company's Annual Report on Form 10-K for the year ended December
31, 1993.
(10.5a) + Amendment to Employment Agreement dated July 1, 1991 between the
Company and Andrew J. Shoup, Jr. dated June 1, 1994, incorporated by
reference to Exhibit 10.5a to the Company's Form 10-K for the year
ended December 31, 1998.
(10.5b) + Second Amendment to Employment Agreement dated July 1, 1991 between
the Company and Andrew J. Shoup, Jr. dated May 20, 1997, incorporated
by reference to Exhibit 10.5a to the Company's Annual Report on Form
10-K for the year ended December 31, 1997.
(10.5c) + Third Amendment to Employment Agreement dated July 1, 1991 between
the Company and Andrew J. Shoup, Jr. dated January 1, 1999,
incorporated by reference to Exhibit 10.5c to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
(10.5d) + Fourth Amendment to Employment Agreement dated July 1, 1991 between
the Company and Andrew J. Shoup Jr. dated June 1, 1999, incorporated
by reference to Exhibit 10.5d to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1999.
39
The Wiser Oil Company
(10.6) + The Wiser Oil Company 1991 Stock Incentive Plan, as amended,
incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Commission File No. 33-62441),
filed on September 8, 1995.
(10.6a) + Amendment to The Wiser Oil Company 1991 Stock Incentive Plan,
incorporated by reference to the Company's Registration Statement on
Form S-8 (Commission File No. 333-29973), filed on June 25, 1997.
(10.7) + The Wiser Oil Company 1991 Non-Employee Directors' Stock Option Plan,
as amended, incorporated by reference to Exhibit 99.1 to the
Company's Registration Statement on Form S-8 (Commission File
No. 333-22525), filed on February 28, 1997.
(10.8) + Employment Agreement dated November 1, 1993 between the Company and
Lawrence J. Finn, incorporated by reference to Exhibit 10(b) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993.
(10.8a) + Amendment to Employment Agreement dated November 1, 1993 between the
Company and Lawrence J. Finn dated March 22, 1996, incorporated by
reference to Exhibit 10.8a to the Company's Annual Report on Form 10-
K for the year ended December 31, 1998.
(10.8b) + Second Amendment to Employment Agreement dated November 1, 1993
between the Company and Lawrence J. Finn dated May 20, 1997,
incorporated by reference to Exhibit 10.8a to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
(10.8c) + Third Amendment to Employment Agreement dated November 1, 1993
between the Company and Lawrence J. Finn dated January 1, 1999,
incorporated by reference to Exhibit 10.8c to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
(10.8d) + Fourth Amendment to Employment Agreement dated November 1, 1991
between the Company and Lawrence J. Finn dated June 1, 1999,
incorporated by reference to Exhibit 10.8d to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999.
(10.9) + Employment Agreement dated January 24, 1994 between the Company and
A. Wayne Ritter, incorporated by reference to Exhibit 10(c) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1993.
(10.9a) + Amendment to Employment Agreement dated January 24, 1994 between the
Company and A. Wayne Ritter dated March 22, 1996, incorporated by
reference to Exhibit 10.9a to the Company's Annual Report on Form 10-
K for the year ended December 31, 1998.
(10.9b) + Second Amendment to Employment Agreement dated January 24, 1994
between the Company and A. Wayne Ritter dated May 20, 1997,
incorporated by reference to Exhibit 10.9a to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997.
(10.9c) + Third Amendment to Employment Agreement dated January 24, 1994
between the Company and A. Wayne Ritter dated January 1, 1999,
incorporated by reference to Exhibit 10.9c to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
(10.9d) + Fourth Amendment to Employment Agreement dated January 24, 1994
between the Company and A. Wayne Ritter dated June 1, 1999,
incorporated by reference to Exhibit 10.9d to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999.
40
The Wiser Oil Company
(10.10) + Employment Agreement dated September 30, 1996 between the Company and
Kent E. Johnson, incorporated by reference to Exhibit 10.10 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
(10.10a)+ Amendment to Employment Agreement dated September 30, 1996 between
the Company and Kent E. Johnson dated May 20, 1997, incorporated by
reference to Exhibit 10.2 of the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997.
(10.10b)+ Second Amendment to Employment Agreement dated September 30, 1996
between the Company and Kent E. Johnson dated January 1, 1999,
incorporated by reference to Exhibit 10.10b to the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.
(10.11) + The Wiser Oil Company Equity Compensation Plan For Non-Employee
Directors, incorporated by reference to Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
(10.12) The Wiser Oil Company Savings Restoration Plan dated February 24,
1998, incorporated by reference to Exhibit 10.12 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.
(10.13) Retirement Restoration Plan dated March 23, 1995, incorporated by
reference to Exhibit 10.13 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998.
(10.14) + The Wiser Oil Company 1997 Share Appreciation Rights Plan dated as of
August 19, 1997.
(10.14a)+ Amendment to the Wiser Oil Company 1997 Share Appreciation Rights
Plan dated May 18, 1999.
(10.15) Amended and Restated Stock Purchase Agreement dated as of December
13, 1999 between the Company and Wiser Investment Company, LLC,
incorporated by reference to Exhibit 10.1 to the Company's report on
Form 8-K (Commission File No. 0-5426), dated March 20, 2000 (Date of
Event: March 10, 2000).
(10.15a) Amendment No. 1 to Amended and Restated Stock Purchase Agreement
dated as of December 13, 1999 between the Company and Wiser
Investment Company, LLC, incorporated by reference to Exhibit 10.1 to
the Company's report on Form 8-K (Commission File No. 0-5426), dated
November 30, 2000 (Date of Event: November 21, 2001).
(10.16) Amended and Restated Warrant Purchase Agreement dated as of December
13, 1999 between the Company and Wiser Investment Company, LLC,
incorporated by reference to Exhibit 10.2 to the Company's report on
Form 8-K (Commission File No. 0-5426), dated March 20, 2000 (Date of
Event: March 10, 2000).
10.17+ Employment Agreement dated as of May 26, 2000 between the Company and
George K. Hickox, Jr., incorporated by reference to Exhibit 10.16 to
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30,2000.
10.18 Management Agreement dated as of May 26, 2000 between the Company and
Wiser Investment Company, LLC, incorporated by reference to Exhibit
7.7 to Schedule 13D filed by Wiser Investment Company, LLC on June
28, 2000.
10.19 Stockholder Agreement dated as of May 26, 2000 among the Company,
Wiser Investment Company, LLC and Dimeling, Schreiber and Park,
incorporated by reference to Exhibit 7.6 to Schedule 13D filed by
Wiser Investment Company, LLC on June 28, 2000.
10.20 Warrant Agreement dated as of May 26, 2000 between the Company and
Wiser Investment Company, LLC, incorporated by reference to Exhibit
7.3 to Schedule 13D filed by Wiser Investment Company, LLC on June
28, 2000.
41
The Wiser Oil Company
(21) * Subsidiaries of registrant.
(23.1) * Consent of Independent Public Accountants.
(23.2) * Consent of DeGolyer and MacNaugton, Independent Petroleum Engineers.
(23.3) * Consent of Gilbert Laustsen Jung Associates Ltd., Independent
Petroleum Engineers.
______________
+ Represent management compensatory plans or agreements.
* Filed herewith.
42
The Wiser Oil Company
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 8th day of March
2002.
The Wiser Oil Company
By: /s/ George K. Hickox, Jr.
-------------------------
George K. Hickox, Jr.
Chairman and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- -----
/s/ GEORGE K. HICKOX, JR. Chairman, Chief Executive March 8, 2002
- ---------------------------------
GEORGE K. HICKOX, JR. Officer and Director
(Principal Executive
Officer)
/s/ C. FRAYER KIMBALL Director March 8, 2002
- ---------------------------------
C. FRAYER KIMBALL
/s/ RICHARD R. SCHEIBER Director March 8, 2002
- ---------------------------------
RICHARD R. SCHEIBER
/s/ A. W. SCHENCK, III Director March 8, 2002
- ---------------------------------
A. W. SCHENCK, III
/s/ SCOTT W. SMITH Director March 8, 2002
- ---------------------------------
SCOTT W. SMITH
/s/ JON L. MOSLE, JR. Director March 8, 2002
- ---------------------------------
JON L. MOSLE, JR.
/s/ LORNE H. LARSON Director March 8, 2002
- ---------------------------------
LORNE H. LARSON
/s/ RICHARD S. DAVIS Vice President of Finance March 8, 2002
- ---------------------------------
RICHARD S. DAVIS (Principal Financial and
Accounting Officer)
43
THE WISER OIL COMPANY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Public Accountants.................... F-2
Consolidated Statements of Income........................... F-3
Consolidated Balance Sheets................................. F-4
Consolidated Statements of Changes in Stockholders' Equity.. F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
F-1
Report of Independent Public Accountants
To the Shareholders of The Wiser Oil Company:
We have audited the accompanying consolidated balance sheets of The Wiser Oil
Company (a Delaware corporation) and subsidiaries as of December 31, 2000 and
1999, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows, after the restatement described in Note
16, for each of the three years in the period ended December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Wiser Oil
Company and subsidiaries as of December 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Dallas, Texas, March 9, 2001, except for Note 16 as to which the date is
March 8, 2002
F-2
THE WISER OIL COMPANY
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
------ ------ ------
(000's except per share data)
Revenues:
Oil and gas sales........................... $67,016 $ 47,602 $ 59,197
Interest income............................. 1,794 739 269
Gain on sales of properties................. 74 3,555 615
Pension plan curtailment gain............... -- -- 778
Other....................................... 849 898 549
-------------------------------
69,733 52,794 61,408
-------------------------------
Costs and Expenses:
Production and operating.................... 24,125 21,111 26,529
Purchased natural gas....................... -- 336 1,440
Depreciation, depletion and amortization.... 15,637 17,663 25,811
Property impairments........................ 680 2,214 3,838
Exploration................................. 3,792 7,059 15,328
General and administrative.................. 8,720 6,816 10,571
Interest expense............................ 12,659 13,310 13,097
-------------------------------
65,613 68,509 96,614
-------------------------------
Earnings (Loss) Before Income Taxes........... 4,120 (15,715) (35,206)
Income Tax Expense (Benefit).................. -- (859) (10,740)
-------------------------------
Net Income (Loss)............................. $ 4,120 $(14,856) $(24,466)
Preferred Stock Dividends..................... (633) -- --
-------------------------------
Net Income (Loss) Available to Common Stock... $ 3,487 $(14,856) $(24,466)
===============================
Weighted Average Outstanding Shares:
Basic....................................... 8,963 8,952 8,952
==============================
Diluted..................................... 11,090 8,952 8,952
==============================
Earnings (Loss) Per Share (Note 12):
Basic....................................... $ 0.39 $ (1.66) $ (2.73)
===============================
Diluted..................................... $ 0.37 $ (1.66) $ (2.73)
===============================
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
THE WISER OIL COMPANY
CONSOLIDATED BALANCE SHEETS
December 31, 2000 and 1999
Restated
(See Note 16)
---------------------------
2000 1999
---------- ----------
(000's except for per share amounts)
Assets
Current Assets:
Cash and cash equivalents................................................... $ 34,144 $ 21,447
Restricted cash............................................................. 992 992
Accounts receivable......................................................... 16,621 9,565
Inventories................................................................. 420 335
Prepaid expenses............................................................ 426 379
---------------------------
Total current assets...................................................... 52,603 32,718
---------------------------
Property and Equipment, at cost:
Oil and gas properties (successful efforts method).......................... 276,568 269,256
Other properties............................................................ 3,964 3,781
---------------------------
280,532 273,037
Accumulated depreciation, depletion and amortization........................ (124,243) (116,226)
---------------------------
Net property and equipment.................................................. 156,289 156,811
Other Assets.................................................................... 3,342 4,035
---------------------------
$ 212,234 $ 193,564
===========================
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable............................................................ $ 14,310 $ 11,694
Current portion of long-term debt........................................... 500 500
Dividends payable........................................................... 265 --
Accrued liabilities......................................................... 2,357 2,649
---------------------------
Total current liabilities................................................. 17,432 14,843
---------------------------
Long-term Debt.................................................................. 124,600 124,526
Deferred Benefit Cost........................................................... -- 216
Stockholders' Equity:
Series C convertible preferred stock - $10 par value;
1,000,000 shares authorized; shares issued and outstanding at
December 31, 2000 - 600,000 at $25 liquidation value per share............ 6,000 --
Common stock - $.01 par value at December 31, 2000 and $3 par
value at December 31, 1999; shares authorized - 30,000,000
at December 31, 2000 and 20,000,000 at December 31, 1999;
shares issued - 9,209,113 at December 31, 2000 and 9,128,169
at December 31, 1999; shares outstanding - 9,032,909 at
December 31, 2000 and 8,951,965 at December 31, 1999...................... 92 27,385
Paid-in capital............................................................. 38,568 3,223
Retained earnings........................................................... 31,721 28,234
Accumulated other comprehensive income...................................... (3,450) (2,134)
Treasury stock; 176,204 shares, at cost..................................... (2,729) (2,729)
---------------------------
Total stockholders' equity................................................ 70,202 53,979
---------------------------
$ 212,234 $ 193,564
===========================
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
THE WISER OIL COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2000, 1999 and 1998
Restated - see Note 16
---------------------------------------------------------
2000 1999 1998
---------------- ---------------- ----------------
Shares Amount Shares Amount Shares Amount
------ ------ ------ ------ ------ ------
Series C convertible preferred stock, (000's)
- -------------------------------------
$10.00 par value
----------------
Balance at beginning of year............. -- $ -- -- $ -- -- $ --
Issuance of preferred stock.............. 600 6,000 -- -- -- --
----- -------- ----- -------- ------ --------
Balance at end of year................... 600 6,000 -- -- -- --
===== -------- ===== -------- ====== --------
Common stock, $0.01 par value:
- ------------------------------
Balance at beginning of year............. 9,128 27,385 9,128 27,385 9,128 27,385
Change in par value...................... -- (27,293) -- -- -- --
Issuance of common stock................. 81 -- -- -- -- --
----- -------- ----- -------- ------ --------
Balance at end of year................... 9,209 92 9,128 27,385 9,128 27,385
-------- -------- --------
Paid-in capital:
- ----------------
Balance at beginning of year............. 3,223 3,223 3,223
Issuance of preferred stock.............. 7,675 -- --
Issuance of common stock................. 368 -- --
Issuance of warrants..................... 9 -- --
Change in par value...................... 27,293 -- --
-------- -------- --------
Balance at end of year................... 38,568 3,223 3,223
-------- -------- --------
Retained earnings:
- ------------------
Balance at beginning of year............. 28,234 43,090 68,630
Net income (loss)........................ 4,120 (14,856) (24,466)
Dividends paid on common stock........... -- -- (1,074)
Dividends on preferred stock............. (633) -- --
-------- -------- --------
Balance at end of year................... 31,721 28,234 43,090
-------- -------- --------
Accumulated other comprehensive income:
- ------------------------------------------
Balance at beginning of year............. (2,134) (4,759) (1,129)
Cumulative foreign currency translation
adjustment............................. (1,149) 2,625 (3,630)
Change in accrued pension benefit
liability.............................. (167) -- --
-------- -------- --------
Balance at end of year................... (3,450) (2,134) (4,759)
-------- -------- --------
Treasury stock:
- ---------------
Balance at beginning and end of year..... (176) (2,729) (176) (2,729) (176) (2,729)
----- -------- ----- -------- ------ --------
Total Stockholders' Equity................ 9,033 $ 70,202 8,952 $ 53,979 8,952 $ 66,210
===== ======== ===== ======== ====== ========
Net income (loss)......................... $ 4,120 $(14,856) $(24,466)
Other comprehensive loss, net of tax...... (1,316) 2,625 (3,630)
-------- -------- --------
Comprehensive Income (Loss)............... $ 2,804 $(17,481) $(28,096)
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
THE WISER OIL COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2000, 1999 and 1998
2000 1999 1998
------ ------ ------
(000's)
Cash Flows from Operating Activities:
Net income (loss) $ 4,120 $(14,856) $(24,466)
Adjustments to reconcile net income (loss) to
cash flows from operating activities:
Depreciation, depletion and amortization...... 15,637 17,663 25,811
Deferred income taxes......................... -- (686) (9,592)
Property sale gains........................... (74) (3,555) (615)
Property impairments and abandonments......... 2,113 6,824 8,744
Foreign currency translation.................. (232) (94) 207
Pension benefit liability..................... (167) -- --
Amortization of other assets.................. 676 607 556
Other changes:
Restricted cash............................. -- (992) --
Accounts receivable......................... (7,056) (463) 4,663
Inventories................................. (85) 39 338
Income taxes receivable..................... -- 1,270 (545)
Prepaid expenses............................ (47) 93 (597)
Accounts payable............................ 2,616 1,221 (7,923)
Accrued liabilities......................... (292) (81) (255)
Deferred benefit costs...................... (216) (162) (791)
Other....................................... 91 (350) 1,149
--------------------------------
Operating Cash Flows...................... 17,084 6,478 (3,316)
--------------------------------
Cash Flows From Investing Activities:
Capital expenditures.............................. (20,066) (8,327) (29,980)
Proceeds from sales of property and equipment..... 1,995 41,017 2,894
--------------------------------
Investing Cash Flows...................... (18,071) 32,690 (27,086)
--------------------------------
Cash Flows From Financing Activities:
Borrowings of long-term debt...................... -- 500 21,000
Repayments of long-term debt...................... -- (21,000) --
Preferred stock issued, net of issuance costs..... 13,675 -- --
Warrants for common stock issued.................. 9 -- --
Dividends paid.................................... -- -- (1,074)
--------------------------------
Financing Cash Flows...................... 13,684 (20,500) 19,926
--------------------------------
Net Increase (Decrease) in Cash........................ 12,697 18,668 (10,476)
Cash and Cash Equivalents, beginning of year........... 21,447 2,779 13,255
--------------------------------
Cash and Cash Equivalents, end of year................. $ 34,144 $ 21,447 $ 2,779
================================
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998
1. Summary of Significant Accounting Policies
a. Principles of Consolidation - The consolidated financial statements
include the accounts of The Wiser Oil Company ("Company"), a Delaware
corporation, and its wholly owned subsidiaries: The Wiser Oil Company of
Canada ("Wiser Canada"), The Wiser Marketing Company, and T.W.O.C., Inc.
Wiser Canada was formed in 1994 to conduct the Company's Canadian
activities. Prior to the formation of Wiser Canada, the Company's oil and
gas operations were conducted primarily in the United States. The Wiser
Marketing Company functions as a natural gas marketer and broker. T.W.O.C.,
Inc. is a Delaware holding company responsible for the management of
investment activities. Intercompany accounts and transactions have been
eliminated. Certain reclassifications have been made to conform prior
years' amounts to current presentation.
b. Risks and Uncertainties - The preparation of financial statements in
conformity with accounting principles generally accepted in the U.S.
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
c. Oil and Gas Properties - The Company is engaged in the exploration and
development of oil and gas in the United States and Canada. The Company
follows the "successful efforts" method of accounting for its oil and gas
properties. Under this method of accounting, all costs of property
acquisitions and exploratory wells are initially capitalized. If a well is
unsuccessful, the capitalized costs of drilling the well, net of any
salvage value, are charged to expense. If a well finds oil and gas reserves
that cannot be classified as proved within a year after discovery, the well
is assumed to be impaired and the capitalized costs of drilling the well,
net of any salvage value, are charged to expense. The capitalized costs of
unproven properties are periodically assessed to determine whether their
value has been impaired below the capitalized cost, and if such impairment
is indicated, a loss is recognized. The Company considers such factors as
exploratory drilling results, future drilling plans and the lease
expiration terms when assessing unproved properties for impairment.
Geological and geophysical costs and the costs of retaining undeveloped
properties are expensed as incurred. Expenditures for maintenance and
repairs are charged to expense, and renewals and betterments are
capitalized. Upon disposal, the asset and related accumulated depreciation,
depletion and amortization are removed from the accounts, and any resulting
gain or loss is reflected currently in income.
Long-lived assets are assessed for possible impairment in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived assets and for Long-Lived Assets to Be
Disposed Of." SFAS No. 121 requires the Company to assess the need for an
impairment of capitalized costs of proved oil and gas properties and the
costs of wells and related equipment and facilities on a property-by-
property basis. If an impairment is indicated based on undiscounted
expected future cash flows, then an impairment is recognized to the extent
that net capitalized costs exceed the estimated fair value of the property.
Fair value of the property is estimated by the Company using the present
value of future cash flows discounted at 10%.
F-7
The following expected future prices were used to estimate future cash
flows to assess properties for impairment:
Price starting after December 31, 2000, 1999 and 1998, respectively:
2000 1999 1998
---- ---- ----
Oil Price per barrel:
Year 1.............. $25.00 $25.60 $12.35
Year 2.............. 24.00 25.60 13.73
Year 3.............. 23.00 25.60 14.57
Year 4.............. 23.00 25.60 15.81
Thereafter.......... 23.00 25.60 Escalated 3%
Maximum............. 23.00 25.60 20.00
Gas Price per MMBTU:
Year 1.............. $ 5.00 $ 2.34 $ 1.96
Year 2.............. 4.50 2.34 2.25
Year 3.............. 4.00 2.34 2.34
Year 4.............. 4.00 2.34 2.55
Thereafter.......... 4.00 2.34 Escalated 3%
Maximum............. 4.00 2.34 3.50
Oil and gas expected future price estimates were based on NYMEX future
prices at each year-end. Expected future prices were escalated if such
prices were unusually low at year-end compared to historical averages, or
expected future prices were reduced if such prices were unusually high at
year-end compared to historical averages. These prices were applied to
production profiles developed by the Company's engineers using proved
developed and undeveloped reserves at December 31, 2000, 1999 and 1998,
respectively. The Company's price assumptions change based on current
industry conditions and the Company's future plans. During 2000, 1999 and
1998, the Company recognized impairments of $680,000, $2,214,000 and
$3,838,000, respectively. The impairments were determined based on the
difference between the carrying value of the assets and the present value
of future cash flows discounted at 10%. It is reasonably possible that a
change in reserve or price estimates could occur in the near term and
adversely impact management's estimate of future cash flows and
consequently the carrying value of properties.
d. Depreciation, Depletion and Amortization ("DD&A") - DD&A of the
capitalized costs of producing oil and gas properties are computed for
individual properties using the units-of-production method based on total
proved reserves. Other properties consist primarily of computer systems,
vehicles and office equipment and depreciation is computed generally using
the straight-line method over the estimated useful lives of these assets
which range from 5 to 10 years.
e. Cash and Cash Equivalents - Cash equivalents consist of short-term
investments maturing in three months or less from the date of acquisition.
These investments of $37,022,000 at December 31, 2000 and $24,020,000 at
December 31, 1999 are recorded at cost plus accrued interest, which
approximates market.
f. Inventories - Oil and natural gas product inventories are recorded at
the lower of average cost or market. Materials and supplies are recorded at
the lower of average cost or market.
F-8
g. Accrued Liabilities - In December 1998, the Company reduced its
workforce by approximately 36% and the employee severance liability of
$545,000 is included in general and administrative expense in the
consolidated statements of income for the year ended December 31, 1998 and
the entire liability was paid in 1999. Accrued liabilities also include
accrued vacation and payroll of $168,000 at December 31, 2000 and $379,000
at December 31, 1999.
h. Postretirement Benefits - SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions," has no significant impact on
the Company. The Company has no significant liabilities for postretirement
benefits, other than pensions, and has historically recognized such
liabilities as they are incurred.
i. Gas Imbalances - Gas imbalances are accounted for using the sales
method. The Company's net imbalance position is not material at December
31, 2000 and 1999.
j. Financial Instruments - The following table sets forth the book value
and estimated fair values of financial instruments at December 31, 2000 and
1999, respectively (000's):
2000 1999
--------------- ---------------
Book Fair Book Fair
Value Value Value Value
----- ----- ----- -----
Cash and equivalents $ 34,144 $ 34,144 $ 21,447 $ 21,447
Restricted cash 992 992 992 992
Floating-rate debt 500 500 500 500
Fixed-rate debt 124,600 100,000 124,526 98,750
The fair value of the fixed-rate debt was based on quoted market prices of
the Company's fixed-rate debt at December 31, 2000 and 1999, respectively.
During 2000, 1999 and 1998, the Company entered into various natural gas
forward sale agreements and natural gas price swap and oil price collar
agreements to hedge against price fluctuations. Oil and gas sales in the
accompanying Consolidated Statements of Income are adjusted for the effects
of hedging transactions as the underlying hedged production is sold.
Adjustments to oil and gas sales from the Company's hedging activities
resulted in a reduction in revenues of $11,802,000 and $3,609,000 in 2000
and 1999, respectively, and an increase in revenues of $210,000 in 1998. At
December 31, 2000, the Company had a net unrealized hedging loss of
$3,083,000. As of December 31, 2000 and December 31, 1999, the Company had
no deferred net gains or net losses. As of March 9, 2001 the Company's
hedging arrangements were as follows:
Crude Oil: Daily Volume Price per Bbl
---------- ------------ ----------------------------
January 1, 2001 to June 30, 2001 1,750 Bbls $28.10
January 1, 2001 to June 30, 2001 1,000 Bbls (1) $25.00 floor, $32.00 ceiling
July 1, 2001 to September 30, 2001 1,000 Bbls (1) $25.00 floor, $30.46 ceiling
Natural Gas: Daily Volume Price per MMBTU
------------ ------------ ----------------------------
January 1, 2001 to December 31, 2001 10,000 MMBTU (1) $4.00 floor, $6.10 ceiling
(1) These are "collar" hedges whereby the Company will receive the actual
market price if the actual market price is between the floor price and
the ceiling price. If the actual market price is below or above the
floor or ceiling prices, the price received by the Company will be
limited to the floor price or ceiling price, respectively.
F-9
k. Foreign Currency Translation - The functional currency of Wiser Canada
is the Canadian dollar. In accordance with SFAS No. 52, "Foreign Currency
Translation," Wiser Canada's financial statements have been translated from
Canadian dollars to U.S. dollars with the cumulative translation adjustment
gain of $796,000 for 2000, $1,028,000 for 1999 and $1,122,000 for 1998
classified in Stockholders' Equity.
l. Comprehensive Income - In 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.
m. Recent Accounting Pronouncements - In June 1998, the Financial
Accounting Standards Board issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities" which, as amended, is effective for all
fiscal years beginning after June 15, 2000 (January 1, 2001 for the
Company). SFAS No. 133 requires that derivatives be reported on the balance
sheet at fair value and, if the derivative is not designated as a hedging
instrument, changes in fair value must be recognized in earnings in the
period of change. If the derivative is designated and qualifies as a hedge
and to the extent such hedge is determined to be effective, changes in fair
value are either offset by the change in fair value of the hedged asset or
liability (if applicable) or reported as a component of other comprehensive
income in the period of change, and subsequently recognized in earnings
when the offsetting hedged transaction occurs. The change in fair value, to
the extent the hedge is determined to be ineffective, is recorded currently
earnings. The definition of derivatives has also been expanded to include
contracts that require physical delivery of oil and gas if the contract
allows for net cash settlement. The Company currently uses derivatives to
hedge oil and gas price risk and gains or losses on such derivatives are
recorded as adjustments to oil and gas sales. The Company uses derivatives
to hedge oil and gas price risk and gains or losses on such derivatives
prior to the adoption of SFAS No. 133 were recorded as adjustments to oil
and gas sales. The Company adopted SFAS No. 133 on January 1, 2001 and its
existing oil and gas hedging contracts were designated as cash flow hedges.
The effective portion of the gain or loss on a cash flow hedge must be
reported as a component of other comprehensive income and be reclassified
into earnings in the same period or periods during which the hedged
forecasted transaction affects earnings. The ineffective portion, if any,
of the gain or loss on a cash flow hedge must be recognized currently in
earnings. Based on the cash flow hedges in effect on December 31, 2000,
derivative liabilities of approximately $3,083,000 would be recognized in
the Company's consolidated balance sheet with an offsetting amount
recognized in accumulated other comprehensive loss.
2. Divestitures
In April and May 1999, the Company entered into three separate agreements
to sell its oil and gas properties in the Appalachia area, certain
properties in Texas and New Mexico and virtually all of its royalty
interests in the United States (the "Second Quarter Property Sales"). The
Second Quarter Property Sales were closed in April and May 1999 for an
aggregate sales price of $42,300,000, before fees and adjustments, and
represented approximately 19% of the Company's proved reserves as of
December 31, 1998. The Company recognized a net gain of $3,361,000 from the
Second Quarter Property Sales and the revenues and expenses associated with
the sold properties are included in the Company's consolidated statements
of income through the various closing dates.
F-10
3. Long-term Debt
a. On May 21, 1997, the Company sold $125 million in principal amount of
9 1/2% Senior Subordinated Notes ("2007 Notes") due May 15, 2007,
providing net proceeds to the Company of $120,898,000. The original
issue price was 99.718%. The Company used the net proceeds from the
sale of the 2007 Notes to repay all outstanding bank indebtedness and
for general corporate purposes.
The 2007 Notes are redeemable at the option of the Company, in whole
or in part, at any time on or after May 15, 2002 at a redemption price
of 104.75%, plus accrued interest to the date of redemption, and
declining at the rate of 1.583% per year to May 15, 2005 and 100%
thereafter.
Under the terms of the 2007 Notes, the Company must meet certain tests
before it is able to pay cash dividends or make other restricted
payments, incur additional indebtedness, engage in transactions with
its affiliates, incur liens and engage in certain sale and leaseback
arrangements. The terms of the 2007 Notes also limit the Company's
ability to undertake a consolidation, merger or transfer of all or
substantially all of its assets. In addition, the Company is, subject
to certain conditions, obligated to offer to repurchase the 2007 Notes
at par value plus accrued interest to the date of repurchase with the
net cash proceeds of certain sales or dispositions of assets. Upon a
change of control, as defined, the Company will be required to make an
offer to purchase the 2007 Notes at 101% of the principal amount
thereof, plus accrued interest to the date of purchase.
b. On May 10, 1999 the Company entered into a $25 million Restated Credit
Agreement ("BankOne Revolver") with Bank One, Texas, N.A. The BankOne
Revolver provides the Company with up to a $25 million line of credit
through April 30, 2001. At December 31, 2000, the amount available for
borrowing, which is based on the Company's oil and gas reserves and
the Company's Borrowing Base at December 31, 2000 was $8 million.
Available loan and interest options are (i) Prime Rate Loans, at the
bank's prime interest rate and (ii) Eurodollar Loans, at LIBOR plus
2.5%, 2.75% or 3% depending on the percentage of the Borrowing Base
actually borrowed by the Company. The average interest rate during
2000 under the Credit Agreement was 9.25%. The commitment fee on the
unused Borrowing Base is 0.5%. The BankOne Revolver imposes certain
restrictions on sales of assets, payment of dividends and incurrence
of indebtedness and requires the Company to, among other things,
maintain certain financial ratios and make monthly escrow deposits of
$990,000 to fund the semi-annual interest payments on the 9 1/2%
Senior Subordinated Notes. At December 31, 2000, restricted cash
included $992,000 of escrow deposits which are restricted to fund the
May 15, 2001 interest payment on the 9 1/2% Senior Subordinated Notes.
The Company is currently negotiating a new credit facility.
The Company paid $11,964,000, $12,993,000 and $12,375,000 in interest
during 2000, 1999 and 1998, respectively.
Long-term debt consists of the following (000's): December 31,
------------
2000 1999
-------- --------
2007 Notes - 9.5% interest rate at December 31, 2000........... $124,600 $124,526
BankOne Revolver - 9.5% interest rate at December 31, 2000..... 500 500
-------- --------
125,100 125,026
Less current maturities........................................ 500 500
-------- --------
$124,600 $124,526
======== ========
F-11
The annual requirements for reduction of principal of long-term debt
outstanding as of December 31, 2000 are estimated as follows (000's):
2001 $ 500
2002 --
2003 --
2004 --
Thereafter 124,600
----------
$ 125,100
==========
4. Income Taxes
The Company provides deferred income taxes for differences between the tax
reporting basis and the financial reporting basis of assets and liabilities.
The Company follows the accounting procedures established by SFAS No. 109,
"Accounting for Income Taxes." The Company did not pay any Federal income
taxes in 2000, 1999 or 1998.
Income tax expense (benefit) for the three years ended December 31, 2000 was
as follows (000's):
2000 1999 1998
------ ---- ------
Current:
Federal.................................................................................. $ -- $ (173) $ (1,248)
State.................................................................................... -- -- 100
------ ------ --------
-- (173) (1,148)
------ ------ --------
Deferred:
Federal.................................................................................. -- (686) (9,592)
------ ------ --------
Total income tax expense (benefit)........................................................... $ -- $ (859) $(10,740)
====== ====== ========
A reconciliation of the statutory federal income tax rate to the Company's
effective tax rate follows:
2000 1999 1998
------ ------ --------
Statutory federal income tax rate............................................................ 34.0% 34.0% 34.0%
Net operating loss........................................................................... (34.0) (28.5) (3.5)
------ ------ --------
Effective tax rate........................................................................... 0.0% 5.5% 30.5%
====== ====== ========
F-12
The deferred tax liabilities and assets at December 31, 2000 and 1999 were as
follows (000's):
2000 1999
-------- ------
Deferred tax assets:
$ 6,337 $ 5,530
Alternative minimum tax credit carryforwards.......... 3,040 3,040
Other................................................. 193 265
------- -------
Total gross deferred tax assets................... 9,570 8,835
Less valuation allowance............................ (4,455) (3,069)
------- -------
Net deferred tax assets............................. 5,115 5,766
Deferred tax liabilities:
Property and equipment, principally due to
differences in depreciation and the expensing of
intangible drilling costs for tax purposes..... (5,115) (5,766)
------- -------
Net deferred tax liability........................... $ -- $ --
======= =======
At December 31, 2000, the Company had a net operating loss ("NOL") for
Federal income tax purposes of $18,637,000. The majority of the NOL
carryforwards do not expire until 2019 and the alternative minimum tax credit
carryforwards can be carried forward indefinitely. The tax benefits of
carryforwards are recorded as an asset to the extent that management assesses
the future utilization of such carryforwards as "more likely than not." When
the future utilization of some portion of the carryforwards is determined not
to be "more likely than not," a valuation allowance is provided to reduce the
recorded tax benefits from such assets. At December 31, 2000, a valuation
allowance of $4,455,000 was provided to reduce deferred tax assets to an
amount equal to deferred tax liabilities.
5. Oil and Gas Producing Activities
Set forth below is certain information regarding the aggregate capitalized
costs of oil and gas properties and costs incurred in oil and gas property
acquisitions, exploration and development activities (000's):
U.S. Canada Total
---------- --------- ----------
December 31, 2000:
- ------------------
Capitalized Costs:
Proved properties......... $179,203 $ 87,871 $ 267,074
Unproved properties....... 4,568 4,926 9,494
-------- -------- ---------
Total................... 183,771 92,797 276,568
Accumulated DD&A.......... (69,251) (51,909) (121,160)
-------- -------- ---------
Net capitalized cost...... $114,520 $ 40,888 $ 155,408
======== ======== =========
Costs Incurred during 2000:
Property acquisition...... $ 1,538 $ 2,126 $ 3,664
Exploration............... $ 4,317 $ 6,020 $ 10,337
Development............... $ 3,107 $ 5,014 $ 8,121
F-13
December 31, 1999:
- ------------------
Capitalized Costs:
Proved properties......... $ 172,428 $ 81,791 $ 254,219
Unproved properties....... 10,480 4,557 15,037
--------- -------- ---------
Total................... 182,908 86,348 269,256
Accumulated DD&A.......... (66,519) (47,027) (113,546)
--------- -------- ---------
Net capitalized cost...... $ 116,389 $ 39,321 $ 155,710
========= ======== =========
Costs Incurred during 1999:
Property acquisition...... $ 409 $ 227 $ 636
Exploration (A)........... $ 1,108 $ 3,566 $ 4,674
Development............... $ 2,524 $ 2,838 $ 5,362
December 31, 1998:
- ------------------
Capitalized Costs:
Proved properties......... $ 261,361 $ 73,294 $ 334,655
Unproved properties....... 18,007 4,938 22,945
--------- -------- ---------
Total................... 279,368 78,232 357,600
Accumulated DD&A.......... (114,769) (37,332) (152,101)
--------- -------- ---------
Net capitalized cost...... $ 164,599 $ 40,900 $ 205,499
========= ======== =========
Costs Incurred during 1998:
Property acquisition...... $ 2,946 $ 1,181 $ 4,127
Exploration (A)........... $ 12,162 $ 2,147 $ 14,309
Development............... $ 10,226 $ 11,397 $ 21,623
(A) U.S. includes $1,615 for exploration in Peru, S.A.
6. Employee Pension Plan
The Company has a noncontributory defined benefit pension plan, which covers
substantially all full-time employees. Plan participants become fully vested
after five years of continuous service. The retirement benefit formula is
based on the employee's earnings, length of service and age at retirement.
Contributions required to fund plan benefits are determined according to the
Projected Unit Credit Method. The assets of the plan are primarily invested
in equity and debt securities. An amendment to the pension plan, effective
January 1, 1993, reduced the normal retirement age from 65 years to 62 years.
Effective December 11, 1998, the pension plan was further amended to curtail
certain pension benefits.
F-14
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
The net pension expense and principal assumptions utilized in computing net
pension expense were as follows (000's):
2000 1999 1998
------- ------- -------
Service cost.......................................................................... $ 16 $ -- $ 375
Interest cost......................................................................... 681 676 729
Expected return on plan assets........................................................ (875) (780) (711)
Amortization of prior service cost.................................................... -- -- 148
Amortization of transition obligation................................................. (22) (25) (22)
Recognized loss....................................................................... (66) -- --
------- ------- -------
Net periodic pension credit........................................................... $ (266) $ (129) $ (259)
======= ======= =======
Discount rate......................................................................... 7.5% 8.0% 7.0%
Rate of return on plan assets......................................................... 8.5% 8.5% 8.5%
Rate of increase in compensation levels............................................... 0.0% 0.0% 0.0%
The following table presents the funded status of the Company's pension plan as
of December 31 (000's):
Change in benefit obligations: 2000 1999 1998
------- ------- -------
Benefit obligation at beginning of year................................................. $ 9,007 $ 9,666 $ 9,269
Service cost............................................................................ 16 -- 375
Interest cost........................................................................... 681 676 729
Actuarial gain (loss)................................................................... 295 (712) 1,333
Benefits paid........................................................................... (704) (623) (602)
Effect of plan curtailment.............................................................. -- -- (1,438)
------- ------- -------
Benefit obligation at end of year....................................................... 9,295 9,007 9,666
Change in plan assets:
Fair value of plan assets at beginning of year.......................................... 10,643 9,477 8,547
Actual return on plan assets............................................................ (693) 1,789 1,032
Employer contributions.................................................................. -- -- 500
Benefits paid........................................................................... (704) (623) (602)
------- ------- -------
Fair value of plan assets at end of year................................................ 9,246 10,643 9,477
Plan assets over (under) benefits obligations............................................... (49) 1,636 (189)
Unrecognized net actuarial loss (gain)...................................................... 189 (1,740) (16)
Unrecognized transition obligation.......................................................... (21) (43) (65)
Unrecognized prior service cost............................................................. -- -- --
------- ------- -------
Net amount recognized....................................................................... $ 119 $ (147) $ (270)
======= ======= =======
The net amounts recognized in the consolidated balance sheets consist of the
following (000's):
2000 1999 1998
------- ------- -------
Accrued benefit cost...................................................................... $ 119 $ (147) $ (270)
======= ======= =======
F-15
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
7. Employee Savings Plan
The Company has a qualified Savings Plan available to all employees. An
employee may elect to have up to 15% of the employee's base monthly
compensation, exclusive of other forms of special or extra compensation,
withheld and placed in the Savings Plan account. On a monthly basis, the
Company contributes to this account an amount equal to 50% of the employee's
contribution, limited to 3% of the employee's base compensation. Company
contributions to the Savings Plan were $88,000, $99,000 and $156,000, in
2000, 1999 and 1998, respectively.
8. Business Segment Information
In 1998, the Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" which requires reporting of financial and
descriptive information about a company's reportable operating segments. The
Company has identified only one operating segment, which is the exploration
for and production of oil and gas with sales made to domestic and Canadian
energy customers. Sales to major customers for the year ended December 31,
2000 were $28,059,000 to Highland Energy Company, $16,367,000 to Nexen Inc.
and $8,377,000 to EOTT Energy Operating Ltd. which represented 42%, 24% and
13%, respectively, of the Company's total oil and gas revenues. Sales to
major customers for the year ended December 31, 1999 were $19,345,000 to
Highland Energy Company, $5,013,000 to CXY Energy Marketing and $4,972,000 to
EOTT Energy Operating Ltd. which represented 41%, 11% and 10%, respectively,
of the Company's total oil and gas revenues. Sales to major customers for the
year ended December 31, 1998 were $20,684,000 to Highland Energy Company and
$7,656,000 to Koch Oil Co. Ltd. which represented 34% and 13%, respectively,
of the Company's total oil and gas revenues. The sales to Koch Oil Co. Ltd.
accounted for approximately 55% of the Company's revenues from sales of its
Canadian production in 1998. However, due to the nature of the oil and gas
industry, the Company is not dependent upon any of these customers. The loss
of any major customer would not have a material adverse impact on the
Company's business.
The following table summarizes the oil and gas activity of the Company by
geographic area for the years ended December 31, 2000, 1999 and 1998.
U.S. Canada Total
---------- -------- ---------
2000:
-----
Total revenues................................ $ 44,650 $25,083 $ 69,733
Costs and expenses:
Production and operating.................... 20,340 3,785 24,125
DD&A........................................ 9,565 6,072 15,637
Property impairments........................ -- 680 680
Exploration................................. 1,690 2,102 3,792
Other operating............................. 19,325 2,054 21,379
-------- ------- --------
Total costs and expenses................. 50,920 14,693 65,613
-------- ------- --------
Earnings (loss) before income taxes........... (6,270) 10,390 4,120
Income tax expense (benefit).................. -- -- --
-------- ------- --------
Net income (loss)............................. $ (6,270) $10,390 $ 4,120
======== ======= ========
At year end:
Property and equipment, net of accumulated DD&A.. $115,372 $40,917 $156,289
======== ======= ========
Total assets..................................... $160,453 $51,781 $212,234
======== ======= ========
F-16
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
1999:
-----
Total revenues................................... $ 37,389 $15,405 $ 52,794
Costs and expenses:
Production and operating....................... 17,062 4,049 21,111
Purchased natural gas.......................... 336 -- 336
DD&A........................................... 10,655 7,008 17,663
Property impairments........................... 900 1,314 2,214
Exploration.................................... 4,760 2,299 7,059
Other operating................................ 18,784 1,342 20,126
-------- ------- --------
Total costs and expenses.................... 52,497 16,012 68,509
-------- ------- --------
Earnings (loss) before income taxes.............. (15,108) (607) (15,715)
Income tax expense (benefit)..................... (859) -- (859)
-------- ------- --------
Net income (loss)................................ $(14,249) $ (607) $(14,856)
======== ======= ========
At year end:
Property and equipment, net of accumulated DD&A.. $117,377 $39,434 $156,811
======== ======= ========
Total assets..................................... $148,773 $44,791 $193,564
======== ======= ========
1998:
-----
Total revenues................................... $ 47,106 $14,302 $ 61,408
Costs and expenses:
Production and operating....................... 22,217 4,312 26,529
Purchased natural gas.......................... 1,440 -- 1,440
DD&A........................................... 16,548 9,263 25,811
Property impairments........................... 1,766 2,072 3,838
Exploration.................................... 13,046 2,282 15,328
Other operating................................ 21,669 1,999 23,668
-------- ------- --------
Total costs and expenses.................... 76,686 19,928 96,614
-------- ------- --------
Loss before income taxes......................... (29,580) (5,626) (35,206)
Income tax benefit............................... (10,740) -- (10,740)
-------- ------- --------
Net loss......................................... $(18,840) $(5,626) $(24,466)
======== ======= ========
At year end:
Property and equipment, net of accumulated DD&A.. $166,281 $41,133 $207,414
======== ======= ========
Total assets..................................... $181,013 $44,916 $225,929
======== ======= ========
9. Contingencies
The Company is a defendant in a civil action in Kentucky where the plaintiff
has alleged damages resulting from the construction of a pipeline on the
plaintiff's property. A judgement against the Company was awarded by a
Circuit Court in the amount of $75,000 plus approximately $275,000 of pre-
judgement interest for a total award of $350,000 to the plaintiff. The
Company has appealed the Circuit Court ruling to the Kentucky Court of
Appeals and the Company believes it is more likely than not that a the pre-
judgement interest will be eliminated and the liability of the Company will
be in the range of $25,000 to $75,000.
F-17
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
10. Stock Compensation Plans
Stock Options
SFAS No. 123, "Accounting for Stock-Based Compensation," encourages but
does not require companies to record compensation cost for stock-based
employee compensation plans at fair value. During 1996, the Company adopted
the disclosure provisions of SFAS No. 123. The Company continues to apply
the accounting provisions of APB Opinion 25, "Accounting for Stock Issued
to Employees," and related interpretations to account for stock-based
compensation. Accordingly, compensation cost for stock options is measured
as the excess, if any, of the quoted market price of the Company's stock at
the date of the grant over the amount an employee must pay to acquire the
stock.
The Company has two stock option plans, the 1991 Stock Incentive Plan
("Incentive Plan") and the 1991 Non-Employee Directors' Stock Option Plan
("Directors' Plan"). The Incentive Plan provides for the issuance of ten-
year options with a variable vesting period and a grant price equal to the
fair market value at the issue date. The Directors' Plan, as amended,
provides for the issuance of ten-year options with a six-month vesting
period and a grant price equal to the fair market value at the issue date.
A summary of the status of the Company's two stock option plans at December
31, 2000, 1999 and 1998 and changes during the years then ended follows:
2000 1999 1998
------------------- --------------------- ---------------------
Exercise Exercise Exercise
Shares Price(1) Shares Price(1) Shares Price(1)
------ -------- ------ -------- ------ --------
Outstanding at beginning of year.... 1,218,575 $13.68 1,027,350 $15.61 1,022,475 $15.62
Granted............................. -- -- 223,825 4.96 10,500 11.94
Exercised........................... -- -- -- -- -- --
Expired and cancelled............... (107,500) 15.14 (32,600) 14.71 (5,625) 11.25
---------- ------ ---------- ------ ---------- ------
Outstanding at end of year.......... 1,111,075 $13.54 1,218,575 $13.68 1,027,350 $15.61
========== ====== ========== ====== ========== ======
Exercisable at end of year.......... 1,111,075 $13.54 1,137,450 $13.27 868,850 $15.40
========== ====== ========== ====== ========== ======
Fair value of options granted(1).... $ -- $ 1.02 $ 3.66
========== ========== ==========
(1) Weighted average per option granted.
223,825 of the options outstanding at December 31, 2000 have exercise
prices between $3.50 and $5, with a weighted average exercise price of
$4.96 and a weighted average remaining contractual life of 8.3 years. All
of the $3.50 to $5 options are currently exercisable with a weighted
average exercise price of $4.96. 547,250 of the options outstanding at
December 31, 2000 have exercise prices between $11 and $15, with a weighted
average exercise price of $14.33 and a weighted average remaining
contractual life of 5.7 years. All of the $11 to $15 options are currently
exercisable with a weighted average exercise price of $14.33. The remaining
340,000 options have exercise prices between $15 and $20, with a weighted
average exercise price of $17.91 and a weighted average contractual life of
4.3 years. 340,000 of the $15 to $20 options are currently exercisable with
a weighted average exercise price of $17.91.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants for both the Incentive Plan and the Directors'
Plan:
2000 1999 1998
---- ----- -----
Risk free interest rate........ N/A 5.71% 5.58%
Expected dividend yields....... N/A 0.00% 1.01%
Expected lives, in years....... N/A 5.00 5.00
Expected volatility............ N/A 48.11% 25.99%
F-18
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
Had compensation cost been determined consistent with SFAS No. 123, the
Company's net income and basic earnings per share would have been reduced
to the following pro forma amounts:
2000 1999 1998
------ -------- --------
Net income (loss) - as reported (in thousands)............... $3,487 $(14,856) $(24,466)
Net income (loss) - pro forma (in thousands)................. 3,354 (15,186) (24,685)
Earnings (loss) per share - as reported...................... $ 0.39 (1.66) (2.73)
Earnings (loss) per share - pro forma........................ 0.37 (1.70) (2.76)
Because the SFAS No. 123 method of accounting has not been applied to
options granted prior to January 1, 1995, the resulting pro forma
compensation cost may not be representative of compensation cost to be
expected in future years.
Share Appreciation Rights Plan
The Company has a share appreciation rights ("SARs") plan which authorizes
the granting of SARs to employees of the Company. Upon exercise, SARs allow
the holder to receive the difference between the SARs exercise price and
the fair market value of the Company's common stock covered by the SARs on
the exercise date. At December 31, 2000, 12,750 SARs were outstanding with
an exercise price of $5.00 per share and 4,000 SARs were outstanding with
an exercise price of $14.63 per share. All SARs are fully vested at
December 31, 2000.
11. Preferred Stock
On December 13, 1999, the Board of Directors approved the sale of not less
than 600,000 shares and not more than 1,000,000 shares of Series C
Cumulative Convertible Preferred Stock ("Preferred Stock") through a
private placement to Wiser Investment Company, LLC and its affiliates
("WIC") for $25 million. The sale of Preferred Stock was approved by the
Company's shareholders on May 16, 2000, and 600,000 shares were issued to
WIC on May 26, 2000 for $15 million, or $25 per share. WIC has the option,
until May 25, 2001, to purchase up to an additional 400,000 shares of
Preferred Stock for $10.0 million, or $25 per share. The Preferred Stock is
convertible at the option of the holder into shares of the Company's common
stock at a conversion price of $4.25 per common share, subject to customary
adjustments. The Preferred Stock pays dividends in cash or in shares of the
Company's common stock, at the option of the Company, at an annual rate of
7%. The holders of the Preferred Stock have the same voting rights as the
holders of the Company's common stock with each share of the Preferred
Stock having one vote for each share of common stock into which it is
convertible. The Company received $13.7 million in net proceeds from the
sale of Preferred Stock to WIC.
Any shares of Preferred Stock not previously converted will convert
automatically to common stock on May 26, 2003, or whenever the market price
of the Company's common stock exceeds $10.00 per share for a period of 60
consecutive trading days.
In addition, WIC acquired warrants to purchase 445,030 shares of the
Company's common stock at $4.25 per share. If WIC fully exercises its
option to purchase an additional 400,000 shares of Preferred Stock, WIC
would be issued warrants to purchase an additional 296,686 shares of the
Company's common stock at $4.25 per share. The purchase price of the
warrants is $0.02 per warrant. The warrants are not exercisable for two
years and will expire after seven years.
In connection with the sale of the Preferred Stock, the Board of Directors
has been changed to include four of the existing directors and three new
directors designated by WIC. The transaction also affected the
F-19
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
employment agreements for all four of the officers of the Company. If an
officer's employment with the Company is terminated by either the Company
or the officer within one year after the transaction, the Company will be
required to make a lump-sum termination payment, as defined in the
employment agreement, to the terminated officer. The total amount of such
termination payments for all of the Company's officers is estimated to be
in the range of $2.9 million to $3.1 million. In the second quarter of
2000, three of the Company's four officers were terminated and the Company
recognized $2.2 million of expense related to such terminations which is
included in general and administrative expense in the Consolidated
Statements of Income.
In May 2000, the Company also adopted an amended and restated certificate
of incorporation which increased the number of authorized shares of common
stock from 20,000,000 to 30,000,000, and the number of authorized shares of
preferred stock from 300,000 shares to 1,000,000 shares. The par value of
the common stock was also decreased from $3.00 per share to $.01 per share.
12. Earnings Per Share
The Company accounts for earnings per share ("EPS") in accordance with SFAS
No. 128, "Earnings Per Share." Under SFAS No. 128, basic EPS is computed by
dividing net income available to common by the weighted average common
shares outstanding without including any potentially dilutive securities.
Diluted EPS is computed by dividing net income by the weighted average
common shares outstanding plus, when their effect is dilutive, common stock
equivalents consisting of stock options, warrants and convertible
securities. Previously reported EPS were equivalent to the diluted EPS
calculated under SFAS No. 128. Net income per share computations to
reconcile basic and diluted net income for the years ended December 31,
2000, 1999 and 1998, respectively, consist of the following (in thousands,
except per share data):
2000 1999 1998
---- ---- ----
Net income (loss) available to common stock............ $ 3,487 $(14,856) $(24,466)
Plus: Income impact of assumed conversions:
Dividends on preferred stock......................... 633 - -
------- -------- --------
Net income (loss) available to common plus
assumed conversions................................ $ 4,120 $(14,856) $(24,466)
======= ======== ========
Basic weighted average shares.......................... 8,963 8,952 8,952
Effect of dilutive securities:
Convertible preferred stock.......................... 2,127 - -
Warrants............................................. - - -
Stock options........................................ - - -
------- -------- --------
Diluted weighted average shares........................ 11,090 8,952 8,952
======= ======== ========
Net Income (Loss) per Share:
Basic................................................ $ 0.39 $ (1.66) $ (2.73)
Diluted.............................................. $ 0.37 $ (1.66) $ (2.73)
F-20
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
13. 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., Wiser Delaware LLC, The
Wiser Oil Company of Canada, (collectively "Wiser Canada"), The Wiser
Marketing Company and T.W.O.C., Inc. were the Subsidiary Guarantors (the
"Initial Subsidiary Guarantors"). Except for two wholly owned subsidiaries
that are inconsequential to the Company on a consolidated basis, the
Initial Subsidiary Guarantors comprise all of the Company's direct and
indirect subsidiaries.
Following is summarized financial information of the Subsidiary Guarantors.
The Company has not presented separate financial statements and other
disclosures concerning each Subsidiary Guarantor because management has
determined that they are not material to investors. There are no
significant contractual restrictions on distributions from each of the
Subsidiary Guarantors to the Company.
Condensed Income Statement for the Wiser Oil Subsidiary Consolidation
Year Ended December 31, 2000 (Parent) Guarantors Adjustments Total
---------- ----------- ------------- --------
(000's)
Revenues:
Oil and gas sales $ 42,147 $ 24,869 $ - $67,016
Other 2,503 214 - 2,717
------- ------- ------------- -------
Total revenues 44,650 25,083 - 69,733
------- ------- -------
Costs and Expenses:
Production and operating 20,340 3,785 - 24,125
DD&A and impairments 9,565 6,752 - 16,317
Exploration 1,690 2,102 - 3,792
General and administrative 6,666 2,054 - 8,720
Interest expense 12,659 - - 12,659
------- ------- ------------- -------
Total Expenses 50,920 14,693 - 65,613
------- ------- ------------- -------
Income (Loss) Before Taxes (6,270) 10,390 - 4,120
------- ------- ------------- -------
Net Income (Loss) $ (6,270) $ 10,390 $ - $ 4,120
======= ======= ============= =======
F-21
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)
December 31, 2000, 1999 and 1998
Condensed Income Statement for the Wiser Oil Subsidiary Consolidation
Year Ended December 31, 1999 (Parent) Guarantors Adjustments Total
--------- ---------- ------------- --------
(000's)
Revenues:
Oil and gas sales $ 32,076 $15,526 $ - $ 47,602
Other 4,790 402 - 5,192
-------- ------- --------
Total revenues 36,866 15,928 - 52,794
-------- ------- --------
Costs and Expenses:
Production and operating 16,943 4,504 - 21,447
DD&A and impairments 11,555 8,322 - 19,877
Exploration 4,760 2,299 - 7,059
General and administrative 5,474 1,342 - 6,816
Interest expense 13,310 - - 13,310
-------- ------- ------------- --------
Total Expenses 52,042 16,467 - 68,509
-------- ------- ------------- --------
Income (Loss) Before Taxes (15,176) (539) - (15,715)
-------- ------- ------------- --------
Net Income (Loss) $(14,344) $ (512) $ - $(14,856)
======== ======= ============= ========
Condensed Income Statement for the
Year Ended December 31, 1998
Revenues:
Oil and gas sales $ 43,576 $15,621 $ - $ 59,197
Other 1,387 824 - 2,211
-------- ------- --------
Total revenues 44,963 16,445 - 61,408
-------- ------- --------
Costs and Expenses:
Production and operating 21,774 6,195 - 27,969
DD&A and impairments 18,314 11,335 - 29,649
Exploration 13,046 2,282 - 15,328
General and administrative 8,541 2,030 - 10,571
Interest expense 13,097 - - 13,097
-------- ------- ------------- --------
Total Expenses 74,772 21,842 - 96,614
-------- ------- ------------- --------
Income (Loss) Before Taxes (29,809) (5,397) - (35,206)
-------- ------- ------------- --------
Net Income (Loss) $(20,742) $(3,724) $ - $(24,466)
======== ======= ============= ========
F-22
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(continued)
December 31, 2000, 1999 and 1998
Condensed Statement of Cash Flows for Wiser Oil Subidiary Consolidation
The Year Ended December 31, 2000 (Parent) Guarantors Adjustments Total
---------- ----------- ------------- ----------
( 00's)
Cash Flows From Operating Activities:
Net income (loss) $ (6,270) $ 10,390 $ - $ 4,120
Add back reconciling items 10,977 6,976 - 17,953
Other changes (3,674) (1,315) - (4,989)
-------- -------- --------
Operating Cash Flows 1,033 16,051 - 17,084
-------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures (8,462) 11,604) - (20,066)
Proceeds from property sales - 1,995 - 1,995
-------- -------- --------
Investing Cash Flows (8,462) (9,609) - (18,071)
-------- -------- --------
Cash Flows From Financing Activities:
Intercompany transfers 4,490 (4,490) - -
Preferred stock issued, net of costs 13,675 - - 13,675
Other 9 - - 9
-------- -------- ------------- --------
Financing Cash Flows 18,174 (4,490) - 13,684
-------- -------- ------------- --------
Net Increase (Decrease) in Cash 10,745 1,952 - 12,697
Cash and Cash Equivalents, beginning of year 18,773 2,674 - 21,447
-------- -------- ------------- --------
Cash and Cash Equivalents, end of year $ 29,518 $ 4,626 $ - $ 34,144
======== ======== ============= ========
Condensed Statement of Cash Flows for
The Year Ended December 31, 1999
Cash Flows From Operating Activities:
Net income (loss) $(14,344) $ (512) $ - $(14,856)
Add back reconciling items 12,240 8,519 - 20,759
Other changes 609 (34) - 575
-------- -------- --------
Operating Cash Flows (1,495) 7,973 - 6,478
-------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures (3,574) (4,753) - (8,327)
Proceeds from property sales 40,394 623 - 41,017
-------- -------- --------
Investing Cash Flows 36,820 (4,130) - 32,690
-------- -------- --------
Cash Flows From Financing Activities:
Borrowings (repayments) of long-term debt (20,500) - - (20,500)
Intercompany transfers 2,734 (2,734) - -
-------- -------- ------------- --------
Financing Cash Flows (17,766) (2,734) - (20,500)
-------- -------- ------------- --------
Net Increase (Decrease) in Cash 17,559 1,109 - 18,668
Cash and Cash Equivalents, beginning of year 1,214 1,565 - 2,779
-------- -------- ------------- --------
Cash and Cash Equivalents, end of year $ 18,773 $ 2,674 $ - $ 21,447
======== ======== ============= ========
F-23
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2000, 1999 and 1998
Condensed Statement of Cash Flows for Wiser Oil Subsidiary Consolidation
The Year Ended December 31, 1998 (Parent) Guarantors Adjustments Total
---------- ----------- -------------- ---------
(000's)
Cash Flows From Operating Activities:
Net income (loss) $(20,742) $ (3,724) $ - $(24,466)
Add back reconciling items 14,752 10,359 - 25,111
Other changes (3,768) (193) - (3,961)
-------- -------- --------
Operating Cash Flows (9,758) 6,442 - (3,316)
-------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures (16,759) (13,221) - (29,980)
Proceeds from property sales 1,237 1,657 - 2,894
-------- -------- --------
Investing Cash Flows (15,522) (11,564) - (27,086)
-------- -------- --------
Cash Flows From Financing Activities:
Borrowings (repayments) of long-term debt 21,000 - - 21,000
Intercompany transfers (5,686) 5,686 - -
Dividends paid (1,074) - - (1,074)
-------- -------- ------------- --------
Financing Cash Flows 14,240 5,686 - 19,926
-------- -------- ------------- --------
Net Increase (Decrease) in Cash (11,040) 564 - (10,476)
Cash and Cash Equivalents, beginning of year 12,254 1,001 - 13,255
-------- -------- ------------- --------
Cash and Cash Equivalents, end of year $ 1,214 $ 1,565 $ - $ 2,779
======== ======== ============= ========
Condensed Balance Sheets
December 31, 2000
Assets:
Current assets $ 41,737 $ 10,866 $ - $ 52,603
Net property and equipment 115,372 40,917 - 156,289
Other assets 51,273 - (47,931) 3,342
-------- -------- ------------- --------
Total Assets $208,382 $ 51,783 $ (47,931) $212,234
======== ======== ============= ========
Liabilities and Stockholders' Equity:
Current liabilities $ 9,501 $ 7,931 $ - $ 17,432
Long-term debt 124,600 - - 124,600
Stockholders' equity 74,281 43,852 (47,931) 70,202
-------- -------- ------------- --------
Total Liabilities and Stockholders' Equity $208,382 $ 51,783 $ (47,931) $212,234
======== ======== ============= ========
F-24
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2000, 1999 and 1998 (Unaudited)
Condensed Balance Sheets Wiser Oil Subsidiary Consolidation
December 31, 1999 (Parent) Guarantors Adjustments Total
---------- ----------- -------------- ---------
(000's)
Assets:
Current assets $ 27,355 $ 5,363 $ - $ 32,718
Net property and equipment 117,377 39,434 - 156,811
Other assets 46,298 - (42,263) 4,035
-------- ------- -------- --------
Total Assets $191,030 $44,797 $(42,263) $193,564
======== ======= ======== ========
Liabilities and Stockholders' Equity:
Current liabilities $ 9,147 $ 5,696 $ - $ 14,843
Long-term debt 124,526 - - 124,526
Other long-term liabilities 216 - - 216
Stockholders' equity 57,141 39,101 (42,263) 53,979
-------- ------- -------- --------
Total Liabilities and Stockholders' Equity $191,030 $44,797 $(42,263) $193,564
======== ======= ======== ========
F-25
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2000, 1999 and 1998 (Unaudited)
The following pages include unaudited supplemental financial information as
currently required by the Securities and Exchange Commission (SEC) and the
Financial Accounting Standards Board.
14. Estimated Quantities of Oil and Gas Reserves (Unaudited)
Proved reserves are the estimated quantities of crude oil, natural gas and
natural gas liquids, which upon analysis of geological and engineering data
appear with reasonable certainty to be recoverable in future years from
known reservoirs under existing economic and operating conditions. Proved
developed reserves are proved reserves which can be expected to be recovered
through existing wells with existing equipment and under existing operating
conditions.
The estimation of reserves requires substantial judgment on the part of
petroleum engineers and may result in imprecise determinations, particularly
with respect to new discoveries. Accordingly, it is expected that the
estimates of reserves will change as future production and development
information becomes available and that revisions in these estimates could be
significant.
F-26
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2000, 1999 and 1998 (Unaudited)
Following is a reconciliation of the Company's estimated net quantities of
proved oil and gas reserves, as estimated by independent petroleum consultants.
Oil (MBbls) Gas (MMcf)
---------------------------- ----------------------------
U.S. Canada Total U.S. Canada Total
------ ----------- ------- -------- ---------- ------
Balance December 31, 1997..................... 25,317 4,404 29,721 96,948 23,146 120,094
Revisions of previous estimates............. (2,773) 689 (2,084) (4,001) 1,362 (2,639)
Properties sold and abandoned............... (215) (118) (333) (237) (882) (1,119)
Reserves purchased in place................. 2,686 -- 2,686 319 -- 319
Extensions and discoveries.................. 407 306 713 12,971 4,111 17,082
Production.................................. (1,837) (878) (2,715) (10,535) (3,221) (13,756)
------ ----- ------ ------- ------ -------
Balance December 31, 1998..................... 23,585 4,403 27,988 95,465 24,516 119,981
Revisions of previous estimates............. 358 (164) 194 (3,070) (2,951) (6,021)
Properties sold and abandoned............... (1,928) (20) (1,948) (41,235) (352) (41,587)
Reserves purchased in place................. 461 -- 461 39 -- 39
Extensions and discoveries.................. 277 391 668 2,150 5,532 7,682
Production.................................. (1,257) (676) (1,933) (7,186) (2,915) (10,101)
------ ---- ------ ------- ------ -------
Balance December 31, 1999..................... 21,496 3,934 25,430 46,163 23,830 69,993
Revisions of previous estimates............. (221) 17 (204) 6,438 (2,214) 4,224
Properties sold and abandoned............... (1) (262) (263) (36) (1,597) (1,633)
Reserves purchased in place................. -- 75 75 688 25 713
Extensions and discoveries.................. 170 1,002 1,172 5,885 5,864 11,749
Production.................................. (1,087) (632) (1,719) (6,443) (2,495) (8,938)
------ ----- ------ ------- ------ ------
Balance December 31, 2000..................... 20,357 4,134 24,491 52,695 23,413 76,108
====== ===== ====== ======= ====== ======
Proved Developed Reserves at December 31, (1):
1997........................................ 23,798 4,404 28,202 87,688 21,771 109,459
1998........................................ 22,701 4,253 26,954 86,610 23,736 110,346
1999........................................ 20,327 3,719 24,046 43,771 22,813 66,584
2000........................................ 19,462 4,134 23,596 49,363 23,036 72,399
(1) Reserve volumes as assigned by third party engineers have been increased
to reflect the effect of the Alberta Royalty Tax Credit refund. Total proved
and proved developed reserves were increased by 389 MBBL and 2,088 MMCF for
1998, 136 MBBL and 826 MMCF for 1999 and 105 MBBL and 593 MMCF for 2000.
Standardized Measure of Discounted Future
Net Cash Flows of Proved Oil and Gas Reserves (Unaudited)
The Company has estimated the standardized measure of discounted future net
cash flows and changes therein relating to proved oil and gas reserves in
accordance with the standards established by the Financial Accounting
Standards Board through its Statement No. 69. The estimates of future cash
inflows are based on year-end prices. The weighted-average year-end sales
price used to estimate future cash inflows were: 2000 - $25.18/BBL for oil
and $9.72/MCF for gas, 1999 - $23.76/BBL for oil and $1.99/MCF for gas, and
1998 - $10.39/BBL for oil and $1.98/MCF for gas.
F-27
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2000, 1999 and 1998 (Unaudited)
Estimated future production of proved reserves and estimated future
production and development costs of proved reserves are based on year-end
costs and economic conditions. Estimated future income tax expense is
calculated by applying year-end statutory tax rates (adjusted for permanent
differences and tax credits) to estimated future pretax net cash flows
related to proved oil and gas reserves, less the tax basis of the properties
involved.
This standardized measure of discounted future net cash flows is an attempt
by the Financial Accounting Standards Board to provide the users of financial
statements with information regarding future net cash flows from proved
reserves. However, the users of these financial statements should use extreme
caution in evaluating this information. The assumptions required to be used
in these computations are subjective and arbitrary. Had other equally valid
assumptions been used, significantly different results of discounted future
net cash flows would result. Therefore, these estimates do not necessarily
reflect the current value of the Company's proved reserves or the current
value of discounted future net cash flows for the proved reserves.
The following are the Company's estimated standardized measure of discounted
future net cash flows from proved reserves (000's):
U.S. Canada Total
----- ------ ------
December 31,2000:
-----------------
Future cash flows....................................... $1,049,099 $300,818 $1,349,917
Future production and development costs................. (392,549) (41,873) (434,422)
Future income tax expense............................... (192,034) (68,262) (260,296)
---------- -------- ----------
Future net cash flows................................... 464,516 190,683 655,199
10% Annual discount for estimated timing of cash flows.. (211,337) (82,986) (294,323)
---------- -------- ----------
Standardized measure of discounted cash flows........... $ 253,179 $107,697 $ 360,876
========== ======== ==========
December 31, 1999:
------------------
Future cash flows....................................... $ 595,402 $141,011 $ 736,413
Future production and development costs................. (277,756) (38,989) (316,745)
Future income tax expense............................... (76,024) (17,816) (93,840)
---------- -------- ----------
Future net cash flows................................... 241,622 84,206 325,828
10% Annual discount for estimated timing of cash flows.. (114,440) (34,472) (148,912)
---------- -------- ----------
Standardized measure of discounted cash flows.......... $ 127,182 $ 49,734 $ 176,916
========== ======== ==========
December 31, 1998:
------------------
Future cash flows....................................... $ 440,715 $ 87,869 $ 528,584
Future production and development costs................. (278,468) (31,147) (309,615)
Future income tax expense............................... (15,091) (5,063) (20,154)
---------- -------- ----------
Future net cash flows................................... 147,156 51,659 198,815
10% Annual discount for estimated timing of cash flows.. (67,065) (18,518) (85,583)
---------- -------- ----------
Standardized measure of discounted cash flows.......... $ 80,091 $ 33,141 $ 113,232
========== ======== ==========
F-28
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2000, 1999 and 1998 (Unaudited)
The following are the sources of changes in the standardized measure of
discounted net cash flows (000's):
2000 1999 1998
-------- -------- --------
Standardized measure, beginning of year................. $ 176,916 $ 113,232 $ 174,489
Sales, net of production costs.......................... (42,890) (26,248) (31,445)
Net change in price and production costs.......... 228,462 151,018 (78,321)
Reserves purchased in place............................. 5,518 2,503 1,817
Extensions, discoveries and improved recoveries......... 76,239 13,208 11,259
Change in future development costs...................... 1,275 (355) 9,316
Revisions of previous quantity estimates and disposals.. (9,013) (6,576) (4,846)
Sales of reserves in place.............................. (3,149) (27,429) (1,698)
Accretion of discount................................... 22,254 12,383 21,007
Changes in timing and other............................. (630) (19,794) (13,327)
Net change in income taxes.............................. (94,106) (35,026) 24,981
--------- --------- ---------
Standardized measure, end of year....................... $ 360,876 $ 176,916 $ 113,232
========= ========= =========
15. Unaudited Quarterly Financial Data
The supplementary financial data in the table below for each quarterly
period within the years ended December 31, 2000 and 1999 are derived from
the unaudited consolidated financial statements of the Company.
Net Earnings
Income (Loss)
Revenues (Loss) Per Share
--------- --------- ----------
(000's) (000's)
2000:
First quarter... $15,165 $ (242) $(0.03)
Second quarter.. 16,859 (1,323) (0.15)
Third quarter... 18,229 2,795 0.28
Fourth quarter.. 19,480 2,890 0.29
1999:
First quarter... $11,871 $(4,358) $(0.49)
Second quarter.. 13,978 (1,055) (0.12)
Third quarter... 12,710 (5,391) (0.60)
Fourth quarter.. 14,235 (4,052) (0.45)
16. Restatement
The Company discovered an accounting error from translating Canadian dollars
to U.S. dollars that resulted in an overstatement of net property and
equipment and stockholders' equity in the consolidated balance sheets at
December 31, 2000 and 1999. The overstatement of net property and equipment
and stockholders' equity was $4,079,000 at December 31, 2000 and $3,162,000
at December 31, 1999. Accordingly, the Company has restated its consolidated
balance sheets at December 31, 2000 and 1999 and its consolidated statements
of changes in stockholders' equity for the three years ended December 31,
2000.
F-29