================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1998 COMMISSION FILE NUMBER 0-5426 THE WISER OIL COMPANY A DELAWARE CORPORATION I.R.S. EMPLOYER IDENTIFICATION NO. 55-0522128 8115 PRESTON ROAD, SUITE 400 DALLAS, TEXAS 75225 TELEPHONE (214) 265-0080 Former name, former address and former fiscal year, if changed since last report. NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. x ----- ---- Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Class Outstanding at September 30, 1998 ------------- --------------------------------- $3 par value 8,951,965 ================================================================================ THE WISER OIL COMPANY THE WISER OIL COMPANY PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The consolidated condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly present such information. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies, normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. 2 THE WISER OIL COMPANY THE WISER OIL COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, December 31, 1998 1997 -------------- ------------- (000's) except share data ASSETS Current Assets: Cash and cash equivalents.................................... $ 1,346 $ 13,255 Accounts receivable.......................................... 9,397 13,765 Inventories.................................................. 928 1,007 Income taxes receivable...................................... 2,070 725 Prepaid expenses............................................. 1,438 438 --------- --------- Total current assets....................................... 15,179 29,190 --------- --------- Property, Plant and Equipment, at cost: Oil and gas properties (successful efforts method)........... 366,443 346,655 Other properties............................................. 5,522 5,399 --------- --------- 371,965 352,054 Accumulated depreciation, depletion and amortization......... (147,316) (131,346) --------- --------- Net property, plant and equipment............................ 224,649 220,708 Other Assets.................................................. 3,726 4,658 --------- --------- $ 243,554 $ 254,556 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable............................................. $ 10,302 $ 18,396 Accrued liabilities.......................................... 1,759 2,985 --------- --------- Total current liabilities.................................. 12,061 21,381 --------- --------- Long Term Debt................................................ 143,870 124,304 Deferred Benefit Cost......................................... 1,028 1,169 Deferred Income Taxes......................................... 6,183 10,278 Stockholders' Equity: Common stock - $3 par value; 20,000,000 shares authorized; shares issued - 9,128,169; shares outstanding - 8,951,965.... 27,385 27,385 Paid-in capital.............................................. 3,223 3,223 Retained earnings............................................ 51,440 68,630 Foreign currency translation................................. 1,093 915 Treasury stock; 176,204 shares, at cost...................... (2,729) (2,729) --------- --------- Total stockholders' equity................................. 80,412 97,424 --------- --------- $ 243,554 $ 254,556 ========= ========= The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 3 THE WISER OIL COMPANY THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) FOR THE THREE MONTHS FOR THE NINE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, ------------------- ------------------- 1998 1997 1998 1997 -------- -------- -------- -------- (000's except per share data) Revenues: Oil and gas sales......................... $ 13,338 $ 16,372 $ 45,883 $ 55,641 Dividends and interest.................... 32 407 244 864 Marketable security sales................. - - - 1,813 Other..................................... 463 248 1,140 2,108 -------- -------- -------- -------- 13,833 17,027 47,267 60,426 -------- -------- -------- -------- Costs and Expenses: Production and operating.................. 7,581 6,407 20,016 19,968 Purchased natural gas..................... 334 377 1,072 1,150 Depreciation, depletion and amortization.. 6,500 5,318 20,162 16,328 Exploration............................... 3,526 2,181 10,533 6,320 General and administrative................ 2,591 2,225 7,570 7,156 Interest expense.......................... 3,387 3,289 9,760 6,644 -------- -------- -------- -------- 23,919 19,797 69,113 57,566 -------- -------- -------- -------- Earnings (Loss) Before Income Taxes......... (10,086) (2,770) (21,846) 2,860 Income Tax Expense (Benefit)................ (1,933) (892) (5,462) 541 -------- -------- -------- -------- NET INCOME (LOSS)........................... (8,153) (1,878) (16,384) 2,319 Retained Earnings, beginning of period...... 59,862 70,045 68,630 66,385 Dividends Paid.............................. (269) (269) (806) (806) -------- -------- -------- -------- Retained Earnings, end of period............ $ 51,440 $ 67,898 $ 51,440 $ 67,898 ======== ======== ======== ======== Weighted Average Outstanding Shares......... 8,952 8,950 8,952 8,950 ======== ======== ======== ======== Earnings (Loss) Per Share: Basic..................................... $ (0.91) $ (0.21) $ (1.83) $ 0.26 ======== ======== ======== ======== Diluted................................... $ (0.91) $ (0.21) $ (1.83) $ 0.26 ======== ======== ======== ======== Cash Dividends Per Share.................... $ 0.03 $ 0.03 $ 0.09 $ 0.09 ======== ======== ======== ======== The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 4 THE WISER OIL COMPANY THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, --------------------- 1998 1997 ---------- --------- (000's) Cash Flows From Operating Activities: Net Income (Loss)............................................. $(16,384) $ 2,319 Adjustments to reconcile net income to operating cash flows: Depreciation, depletion and amortization.................... 20,162 16,328 Deferred income taxes....................................... (4,095) 29 Marketable securities and property sale gains............... (571) (3,750) Foreign currency translation................................ 178 (22) Exploration expense......................................... 10,533 6,320 Amortization of other assets................................ 418 67 Other Changes: Accounts receivable....................................... 4,368 2,398 Inventories............................................... 79 (313) Income taxes receivable................................... (1,345) 498 Prepaid expenses.......................................... (1,000) 11 Other assets.............................................. 578 - Accounts payable.......................................... (8,094) (2,067) Accrued liabilities....................................... (1,226) 3,693 Deferred benefits cost.................................... (141) 147 -------- -------- Operating Cash Flows................................... 3,460 25,658 -------- -------- Cash Flows From Investing Activities: Capital and exploration expenditures.......................... (37,012) (58,299) Proceeds from sales of property, plant and equipment.......... 2,963 3,107 Proceeds from marketable securities sales..................... - 1,929 -------- -------- Investing Cash Flows................................... (34,049) (53,263) -------- -------- Cash Flows From Financing Activities: Long term debt issued......................................... 19,486 125,000 Payments on long term debt.................................... - (78,654) Debt issuance costs and fees.................................. - (5,210) Common stock issued........................................... - 162 Dividends paid................................................ (806) (806) -------- -------- Investing Cash Flows................................... 18,680 40,492 -------- -------- Net Increase (Decrease) In Cash.................................. (11,909) 12,887 Cash and Cash Equivalents, beginning of period................... 13,255 5,870 -------- -------- Cash and Cash Equivalents, end of period......................... $ 1,346 $ 18,757 ======== ======== The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are an integral part of these financial statements. 5 THE WISER OIL COMPANY THE WISER OIL COMPANY NOTES TO FINANCIAL STATEMENTS NOTE 1. COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income"("SFAS 130") which establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income includes net income and other comprehensive income, which includes, but is not limited to, unrealized gains for marketable securities and future contracts, foreign currency translation adjustments and minimum pension liability adjustments. The impact of adopting SFAS No. 130 on the nine months ended September 30, 1998 and September 30, 1997 is as follows: September 30, -------------------- 1998 1997 ---------- -------- Net Income (Loss)............................... $(16,384) $2,319 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments...... 178 (22) Unrealized gains on marketable securities..... - (360) -------- ------ Comprehensive income (loss)..................... $(16,206) $1,937 ======== ====== NOTE 2. NEW ACCOUNTING STANDARDS During 1998, the Financial Accounting Standards Board issued SFAS No. 131 "Disclosure about Segments of an Enterprise and Related Information", SFAS No. 132 "Employers' Disclosure about Pensions and Other Postretirement Benefits" and SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities". The new disclosure requirements of SFAS No. 131 and 132 are not expected to materially change the Company's disclosures and SFAS No. 133 is not applicable to the Company at this time. 6 THE WISER OIL COMPANY THE WISER OIL COMPANY NOTES TO FINANCIAL STATEMENTS (continued) NOTE 3. SUMMARY OF GUARANTIES OF 9 1/2% SENIOR SUBORDINATED NOTES In May 1997, the Company issued $125 million aggregate principal amount of its 9 1/2% Senior Subordinated Notes due 2007 pursuant to an offering exempt from registration under the Securities Act of 1933. The notes are unsecured obligations of the Company, subordinated in right of payment to all existing and any future senior indebtedness of the Company. The notes rank pari passu with any future senior subordinated indebtedness and senior to any future junior subordinated indebtedness of the Company. The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior subordinated basis by certain wholly owned subsidiaries of the Company (the "Subsidiary Guarantors"). At the time of the initial issuance of the notes, Wiser Oil Delaware, Inc., The Wiser Marketing Company, Wiser Delaware LLC, T.W.O.C., Inc. and The Wiser Oil Company of Canada were the Subsidiary Guarantors (the "Initial Subsidiary Guarantors"). Except for five wholly owned subsidiaries that are inconsequential to the Company on a consolidated basis, the Initial Subsidiary Guarantors comprise all of the Company's direct and indirect subsidiaries. Sections 13 and 15(d) of the Securities Exchange Act of 1934 require presentation of the following unaudited summarized financial information of the Subsidiary Guarantors. The Company has not presented separate financial statements and other disclosures concerning each Subsidiary Guarantor because such information is not material to investors. There are no significant contractual restrictions on distributions from each of the Subsidiary Guarantors to the Company. 7 THE WISER OIL COMPANY THE WISER OIL COMPANY NOTES TO FINANCIAL STATEMENTS (continued) THE WISER OIL COMPANY SUBSIDIARY GUARANTORS -------------------------------------------- The Wiser WISER T.W.O.C. MARKETING COMBINED Canada(1) INC. COMPANY TOTAL ----------- --------- --------- --------- (000's) REVENUES - -------- FOR THE QUARTER ENDED SEPTEMBER 30,1998...... $ 3,014 $ - $ 493 $ 3,507 For the quarter ended September 30, 1997..... 3,867 49 554 4,470 FOR THE NINE MONTHS ENDED SEPTEMBER 30,1998.. 10,573 1 1,593 12,167 For the nine months ended September 30,1997.. 11,268 1,957 1,641 14,866 INCOME (LOSS) BEFORE INCOME TAXES - --------------------------------- FOR THE QUARTER ENDED SEPTEMBER 30,1998...... $(1,530) $ (6) $ 27 $(1,509) For the quarter ended September 30, 1997..... (255) 44 65 (146) FOR THE NINE MONTHS ENDED SEPTEMBER 30,1998.. (3,016) (14) 183 (2,847) For the nine months ended September 30,1997.. (3,176) 1,944 181 (1,051) NET INCOME (LOSS) - ----------------- FOR THE QUARTER ENDED SEPTEMBER 30,1998...... $(1,071) $ (4) $ 19 $(1,056) For the quarter ended September 30, 1997..... (179) 31 46 (102) FOR THE NINE MONTHS ENDED SEPTEMBER 30,1998.. (2,111) (10) 128 (1,993) For the nine months ended September 30,1997.. (2,223) 1,361 127 (735) CURRENT ASSETS - -------------- SEPTEMBER 30,1998............................ $ 2,974 $ 18 $ 260 $ 3,252 December 31, 1997............................ 4,808 44 165 5,017 TOTAL ASSETS - ------------ SEPTEMBER 30,1998............................ $52,708 $ 18 $ 619 $53,345 December 31, 1997............................ 52,083 44 492 52,619 CURRENT LIABILITIES - ------------------- SEPTEMBER 30,1998............................ $ 4,684 $ - $ 314 $ 4,998 December 31, 1997............................ 6,646 - 250 6,896 NONCURRENT LIABILITIES - ---------------------- SEPTEMBER 30,1998............................ $ - $ - $ - $ - December 31, 1997............................ 9,474 - - 9,474 STOCKHOLDER'S EQUITY - -------------------- SEPTEMBER 30,1998............................ $48,024 $ 18 $ 305 $48,347 December 31, 1997............................ 35,963 44 242 36,249 (1) Includes the accounts of Wiser Oil Delaware, Inc., Wiser Delaware LLC and The Wiser Oil Company of Canada. See other notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. 8 THE WISER OIL COMPANY THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 Revenues for the third quarter of 1998 decreased $3.2 million or 19% from the third quarter of 1997, due primarily to lower oil prices. Oil sales for the third quarter of 1998 were $3.2 million lower than the third quarter of 1997 as the average price received for oil sales in the third quarter of 1998 was $11.96 per barrel, down $5.34 per barrel or 31% from the third quarter of 1997. Net oil production for the third quarter of 1998 was 556,000 barrels, down 2% from 570,000 barrels in the third quarter of 1997. Gas sales for the third quarter of 1998 were $0.2 million higher than the third quarter of 1997. Net gas production for the third quarter of 1998 was 3,516 MMCF, up 605 MMCF or 21% from the third quarter of 1997 due primarily to additional production from wells drilled in South Texas and new production from the Portage field in Canada. The average price received for gas sales during the third quarter of 1998 was $1.69 per mcf, a decrease of $0.28 per mcf or 14% from the third quarter of 1997. During the third quarter of 1998, there were no adjustments to oil and gas sales from the Company's hedging activities compared to a reduction of $0.3 million in oil and gas sales in the third quarter of 1997. There were no sales of marketable securities in the third quarter of 1998 and 1997, respectively. Production and operating expense for the third quarter of 1998 increased $1.2 million or 18% primarily as a result of acquiring additional working interests in the Wellman field. On a BOE basis (excluding 137 MMCF and 162 MMCF of gas purchased for resale during the third quarter of 1998 and 1997, respectively), production and operating expense during the third quarter of 1998 increased to $6.33 per BOE or 7% from $5.91 per BOE during the third quarter of 1997. Depreciation, depletion and amortization, ("DD&A") for the third quarter of 1998, increased $1.2 million or 22% over the third quarter of 1997 due primarily to higher DD&A from the Maljamar field in New Mexico. Exploration expense for the third quarter of 1998 was $3.5 million, up $1.3 million from the third quarter of 1997 due primarily to higher dry hole expense in Peru and South Texas. General and administrative expense in the third quarter of 1998 was $0.4 million higher than the third quarter of 1997 due to bad debt expense and increased salaries and wages. Interest expense during the third quarter of 1998 was $0.1 million or 3% higher than the third quarter of 1997 due to borrowings under the Credit Agreement in the third quarter of 1998. The effective income tax rate during the third quarter of 1998 was 19% compared to 32% in the third quarter of 1997. The Company realized a net loss of $8.2 million and net loss per share of $0.91 in the third quarter of 1998 compared to a net loss of $1.9 million and net loss per share of $0.21 during the third quarter of 1997. The Company's Canadian operations incurred a pre-tax loss of $1.5 million during the third quarter of 1998 compared to a pre-tax loss of $0.2 million during the third quarter of 1997. 9 THE WISER OIL COMPANY THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 Revenues for the first nine months of 1998 decreased $13.2 million or 22% from the first nine months of 1997, due primarily to lower oil and gas prices. Oil sales for the first nine months of 1998 were $9.7 million lower than the first nine months of 1997 as the average price received for oil sales in the first nine months of 1998 was $12.87 per barrel, down $5.30 per barrel or 29% from the first nine months of 1997. Net oil production for the first nine months of 1998 was 1,831,000 barrels, up slightly from 1,830,000 barrels in the first nine months of 1997. Gas sales for the first nine months of 1998 were $0.9 million higher than the first nine months of 1997 as net gas production for the first nine months of 1998 was 10,714 MMCF, up 1,740 MMCF or 19% from the first nine months of 1997 due primarily to additional production from wells drilled in South Texas and new production from the Portage field in Canada. The average price received for gas sales during the first nine months of 1998 was $1.87 per mcf, a decrease of $0.27 per mcf or 13% from the first nine months of 1997. During the first nine months of 1998, there were no adjustments to oil and gas sales from the Company's hedging activities compared to a reduction of $2.1 million in oil and gas sales in the first nine months of 1997. The Company liquidated its remaining portfolio of marketable securities during 1997. Accordingly, there were no sales of marketable securities in the first nine months of 1998 compared to $1.8 million in gain from sales of marketable securities in the first nine months of 1997. Production and operating expense for the first nine months of 1998 was $20.0 million, up slightly from the first nine months of 1997 primarily as a result of acquiring additional working interests in the Wellman field offset by cost cutting measures implemented at the Maljamar and Wellman fields. On a BOE basis (excluding 442 MMCF and 463 MMCF of gas purchased for resale during the first nine months of 1998 and 1997, respectively), production and operating expense during the first nine months of 1998 decreased to $5.29 per BOE from $5.74 per BOE during the first nine months of 1997. DD&A for the first nine months of 1998, increased $3.8 million or 23% over the first nine months of 1997 due primarily to higher DD&A from the Maljamar field in New Mexico and from the South Texas properties acquired in June 1997. Exploration expense for the first nine months of 1998 was $10.5 million, up $4.2 million from the first nine months of 1997 due primarily to higher dry hole and seismic expense. General and administrative expense in the first nine months of 1998 was $0.4 million higher than the first nine months of 1997 due to bad debt expense and increased salaries and wages. Interest expense during the first nine months of 1998 was $9.8 million, up $3.1 million or 47% from the first nine months of 1997 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997 and borrowings under the Credit Agreement in the first nine months of 1998. The effective income tax rate during the first nine months of 1998 was 25% compared to 19% in the first nine months of 1997. The Company realized a net loss of $16.4 million and net loss per share of $1.83 in the first nine months of 1998 compared to net income of $2.3 million and earnings per share of $0.26 during the first nine months of 1997. The Company's Canadian operations incurred a pre-tax loss of $3.0 million 10 THE WISER OIL COMPANY THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997 (CONTINUED) during the first nine months of 1998 compared to a pre-tax loss of $3.2 million during the first nine months of 1997. Operating cash flows during the first nine months of 1998 were $3.5 million, down $22.2 million from the first nine months of 1997 primarily as a result of decreased oil and gas sales combined with higher interest expense and a reduction in accounts payable. Capital and exploration expenditures during the first nine months of 1998 were $37.0 million, down $21.3 million from $58.3 million during the first nine months of 1997. In light of the reduced cash flows received in 1998 compared to 1997, the Company has reduced its capital and exploration budget for 1998 by approximately $10 million. On a cash basis, the Company paid $0.2 million and $6.2 million in interest expense in the third quarter of 1998 and nine months ended September 30, 1998, respectively. No income taxes were paid in the third quarter of 1998 or the nine months ended September 30, 1998. Effective September 30, 1998 the Credit Agreement was amended to relax certain financial ratios related to Consolidated Funded Debt and Consolidated Interest Coverage from September 30, 1998 through March 30,1999. In addition, the Borrowing Base under the Credit Agreement was reduced from $80 million to $25 million effective September 30, 1998. On November 10, 1998, the Company borrowed $6.0 million under the Credit Agreement to refinance certain short term obligations and for general corporate purposes. Accordingly, $4.5 million of short term obligations were classified as long term debt at September 30, 1998. YEAR 2000 ISSUE The Company has assessed and continues to assess the impact of the year 2000 ("Y2K") issue on its reporting systems and operations. The Y2K issue exists because many computer systems and applications currently use two-digit date fields to designate a year. As the century date occurs, two-digit date systems will recognize the year 2000 as 1900 or not at all. This inability to recognize the year 2000 may cause systems to process critical financial and operational information incorrectly. The Company anticipates that its significant computer systems and software used in both office and field locations will be Y2K compliant during 1998. Management does not estimate future expenditures related to the Y2K issue to be material. 11 THE WISER OIL COMPANY THE WISER OIL COMPANY PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The information required by this Item 6 (a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) Reports on Form 8-K None. 12 THE WISER OIL COMPANY SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WISER OIL COMPANY -------------------------- (Registrant) Date: November 12, 1998 /s/ Andrew J. Shoup, Jr. ----------------------------------------- Andrew J. Shoup, Jr. President and Chief Executive Officer Date: November 12, 1998 /s/ Lawrence J. Finn ----------------------------------------- Lawrence J. Finn Vice President, Finance and Chief Financial Officer 13 THE WISER OIL COMPANY THE WISER OIL COMPANY INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 4.13a + First Amendment to Credit Agreement dated September 30, 1998 among The Wiser Oil Company, as borrowers, and NationsBank of Texas, N.A., as agent, and The Financial Institutions Listed on the Signature Pages thereto, as Banks. 27 Financial Data Schedule + Filed herewith. 14