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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission file number 0-5426
THE WISER OIL COMPANY
A DELAWARE CORPORATION
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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-Par Value, $10.00 Per Share 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. .
---
As of March 27, 2002, registrant had outstanding 9,242,816 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 26, 2002 was approximately $48.9 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 2002 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.
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The Wiser Oil Company
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
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.................................................. 34
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................... 36
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................... 36
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 37
11. EXECUTIVE COMPENSATION......................................... 37
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................... 37
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 37
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K.................................................. 37
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 made significant acquisitions of
proved properties in the Permian Basin between 1992 and 1996, and the Company
began operating in Canada in 1994 with the acquisition of The Wiser Oil Company
of Canada. The Company's total proved reserves at December 31, 2001 are 35.4
MMBOE, with oil and NGL's comprising 54% and natural gas comprising 46% of total
reserves. Wiser's proved reserves at December 31, 2001 were 81% developed with
approximately 63% located in the U.S. and 37% located in Canada. Based on
average realized prices of $22.82 per barrel of oil and $2.76 per Mcf of gas,
the pre-tax present value of proved reserves at December 31, 2001 is $210.7
million discounted at 10%. Using SEC pricing guidelines, the pre-tax present
value of the Company's total proved reserves at December 31, 2001 is $160.9
million based on average realized prices of $17.24 per barrel for oil and $2.26
per Mcf for gas and discounted at 10%. Over the past five years, the Company has
replaced 92% 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 $23.7 million net capital infusion through the sale of
convertible preferred stock in May 2000 and June 2001. In May 2001, Wiser
acquired Invasion Energy, Inc. in northern Alberta for $37.5 million and the
Company also expanded into the Gulf of Mexico in 2001 through joint venture
agreements.
STRATEGY
Over the past two years, Wiser has increased the percentage of its natural gas
reserves from 31% at December 31, 1999 to 46% at December 31, 2001. In addition,
the percentage of reserves attributable to high-cost enhanced recovery projects
in the Permian basin has decreased from 54% at December 31, 1999 to 34% at
December 31, 2001. While the Company will continue to focus its efforts on
adding reserves through acquisition of proved properties with exploitation
potential, the Company will also place more emphasis on adding reserves through
exploration activities in the future. Wiser expects to fund its future capital
expenditure programs primarily with discretionary cash flow and any significant
acquisition opportunities would be funded with borrowings under the Company's
credit facility.
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, 2001.
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 235 6,854 2,944 7,345 21% 1,415
Wellman 22 4,564 138 4,587 13% 785
Dimmitt/Slash Ranch 79 1,649 10,911 3,468 9% 815
------ ------ ------ ------ ------ ------
Total 336 13,067 13,993 15,400 43% 3,015
San Juan Basin 2,749 40 21,097 3,556 10% 1,127
Gulf of Mexico - 321 4,089 1,003 3% --
Other 143 453 12,079 2,465 7% 1,145
------ ------ ------ ------ ------ ------
Total United States 3,228 13,881 51,258 22,424 63% 5,287
Canada:
Invasion 102 - 27,535 4,589 13% 990
Other Canada 374 5,203 19,180 8,400 24% 3,065
------ ------ ------ ------ ------ ------
Total 476 5,203 46,715 12,989 37% 4,055
------ ------ ------ ------ ------ ------
Total Company 3,704 19,084 97,973 35,413 100% 9,342
===== ====== ====== ====== ====== ======
Permian Basin
Maljamar. The Company's Maljamar properties are situated in Southeast New
Mexico. At December 31, 2001, the Maljamar properties contained 7.3 MMBOE of
proved reserves, which represented 21% of the Company's total proved reserves
and 10% 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, 2001, the project included 235 producing wells and 186
water injection wells, virtually all of which were operated by the Company.
The Company's net production from the Maljamar properties averaged 1,306 Bbls of
oil, 2 Bbls of NGLs and 642 Mcf of natural gas per day in 2001. The Company's
cumulative net production from the Maljamar properties since acquired by the
Company has been 4,770 MBbls of oil and 2.3 Bcf of natural gas through December
31, 2001.
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, 2001. At
December 31, 2001, the Company's Wellman property contained 4.6 MMBOE of proved
reserves, which represented 13% 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,
2001, the unit included 22 productive wells, two water injection wells, four CO2
injection wells and four water disposal wells, all of which were operated by the
Company.
The Company's net production from the Wellman Unit averaged 545 Bbls of oil, 228
Bbls of NGLs and 74 Mcf of natural gas per day in 2001. The Company's cumulative
net production from the unit since acquired by the Company has been 2,451 MBbls
of oil, 929 MBbls of NGLs and 550 MMcf of natural gas through December 31, 2001.
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, 2001,
the gas plant processed an average of 30 MMcf of gross natural gas and CO2 per
day and recovered an average of 233 Bbls of NGLs and 26 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, 2001, the Dimmitt/Slash Ranch properties contained 3.5 MMBOE of proved
reserves, which represented 9% of the Company's total proved reserves and 10% of
the Company's Present Value of total proved reserves.
The Company owns 6,154 gross (5,379 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, 2001, 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
394 Bbls of oil and 2,524 Mcf of natural gas per day in 2001. The Company's
cumulative net production from the properties since acquired by the Company has
been 1,040 MBbls of oil and 8.1 Bcf of natural gas through December 31, 2001.
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, 2001, the San Juan Basin properties
contained 3.6 MMBOE of proved reserves, which represented 10% of the Company's
total proved reserves and 7% of the Company's Present Value of total proved
reserves. The Company owns 10,079 gross (5,799 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, 2001, the
Company owned working interests in approximately 2,749 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 6,362 Mcf of natural
gas, 59 Bbls of oil and 8 Bbls of NGLs per day in 2001. 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 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. ("Wiser Canada") (see Note 1 to the Company's Consolidated
Financial Statements). The purchase included 7.2 MMBOE of proved reserves and
approximately 127,000 net undeveloped acres. In May 2001, Wiser Canada acquired
Invasion Energy Inc. for $37.5 million and added approximately 28 Bcf of proved
gas reserves in Canada. Also, in June, 2001, Wiser Canada entered into an Asset
Exchange Agreement and acquired the Loon and other producing properties in
exchange for the Pine Creek, Portage, Groat, Windfall and Sunchild fields. At
December 31, 2001, the Company's Canadian properties contained 13.0 MMBOE of
proved reserves, which represented 37% of the Company's total proved reserves
and 53% 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, 2001:
Proved Reserves
------------------------------------------------------------------------------------
Percent 2001
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)
---------- -------- -------- ------- -------- ----------
Wolverine (Invasion)............. 102 -- 27,535 4,589 35% 990
Evi.............................. 24 1,729 -- 1,729 13% 929
Hayter........................... 65 1,104 1,024 1,275 10% 181
Loon............................. 24 933 -- 933 7% 278
Other............................ 261 1,437 18,156 4,463 35% 1,677
---- ------ ------ ------- ----- -----
Total Canada..................... 476 5,203 46,715 12,989 100% 4,055
==== ===== ====== ====== ==== =====
Wolverine. The Company's Wolverine Field was acquired in May 2001 in the
Invasion acquisition. The Wolverine field is located approximately 450 miles
north of Calgary. At December 31, 2001, the Wolverine Field contained 4.6 MMBOE
of proved reserves, which represented 35% of the Company's total Canadian proved
reserves and 31% of the Present Value of the Company's total Canadian proved
reserves.
6
The Wiser Oil Company
The Company owns 245,440 gross (227,790 net) leasehold acres in the Wolverine
Field, and has an average 93% working interest in this acreage. The Wolverine
Field produces gas from the Wabamun, Bluesky and Gething formations at depths
averaging 1,500 feet. The Company's net production from the Invasion Field
commenced in May 2001 and averaged 5,940 Mcf of gas per day in 2001. At December
31, 2001, the Company owned 102 gross and net productive wells and 5 gross and
net water disposal wells in the field, all of which were operated by Wiser.
In the first quarter of 2002, Wiser drilled and completed 15 new productive gas
wells in the Wolverine field and expects average net gas production from the
Wolverine field to increase to over 10,000 Mcf per day in 2002.
Evi. The Company's Evi Field is located approximately 400 miles north of
Calgary. At December 31, 2001, the Evi Field contained 1.7 MMBOE of proved
reserves, which represented 13% of the Company's total Canadian proved reserves
and 21% of the Present Value of the Company's total Canadian proved reserves.
The Company owns 7,520 gross (4,270 net) leasehold acres in the Evi Field, and
has an average 57% 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 929 Bbls of oil per day in
2001. At December 31, 2001, the Company owned 24 gross (10.7 net) productive
wells and 2 gross (0.8 net) water disposal wells in the field, of which 20
productive wells and both water disposal wells were operated by Wiser.
Hayter. The Company's Hayter Field was acquired in 2000 and significant reserves
were added in 2001 through development activities. The Hayter field is located
approximately 200 miles northeast of Calgary. At December 31, 2001, the Hayter
Field contained 1.3 MMBOE of proved reserves, which represented 10% of the
Company's total Canadian proved reserves and 5% of the Present Value of the
Company's total Canadian proved reserves.
The Company owns 6,350 gross (6,055 net) leasehold acres in the Hayter Field,
and has an average 95% working interest in this acreage. The Hayter Field
produces heavy oil (13(Degree) gravity) mainly from the McLaren formation at
depths averaging 2,600 feet. The Company drilled 17 productive wells in the
Hayter Field in 2001 and plans to drill another 20 to 40 wells over the next few
years, depending on oil prices.
The Company's net production from the Hayter Field commenced in June 2001 and
averaged 181 Bbls of oil per day in 2001. At December 31, 2001, the Company
owned 65 gross (63.6 net) productive wells and 1 gross and net water injection
wells on the properties, all of which were operated by the Company.
Loon. The Company's Loon Field was acquired in June 2001 as part of the Asset
Exchange Agreement. The Loon Field is located approximately 400 miles northwest
of Calgary. At December 31, 2001, the Loon Field contained 0.9 MMBOE of proved
reserves, which represented 7% of the Company's total Canadian proved reserves
and 12% of the Present Value of the Company's total Canadian proved reserves.
The Company owns 3,360 gross (795 net) leasehold acres in the Loon Field, and
has an average 24% working interest in this acreage. The Loon Field produces
from the Granite Wash formation at depths of 4,700 to 4,800 feet. At December
31, 2001, the Company owned 24 gross (6.8 net) productive wells, all of which
were operated by Wiser. The Company's net production from the Loon Field
averaged 278 Bbls of oil per day in 2001.
7
The Wiser Oil Company
Other Canadian Properties. The Company owns interests in various other Canadian
properties, primarily located in its principal areas of operation. For the year
ended December 31, 2001, these properties individually represented less than 6%,
and in the aggregate represented approximately 35%, 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 2001,
Wiser drilled or participated in 8 gross (4.0 net) U.S. exploration wells,
compared with 12 gross (4.0 net) wells in 2000, spending $11.0 million in 2001
and $4.3 million in 2000 on U.S. exploration. Of the 8 gross wells drilled by
the Company in 2001, 3 were completed as oil or gas wells, and 5 were
unsuccessful. The Company also began exploration activities in the Gulf of
Mexico in 2001 by participating in 3 successful exploration wells through joint
venture agreements. In 2002, Wiser plans to drill or participate in
approximately 5 to 10 gross wells in the U.S. and the Company has budgeted
approximately $10.0 to $15.0 million for its 2002 U.S. exploration program,
depending on cash flows and drilling results.
The Company is currently focusing its U.S. exploration activities in the
following geographical areas:
Gulf of Mexico. In the first quarter of 2001, the Company entered into an
exploration agreement and a joint venture agreement with Remington Oil and Gas
Corporation covering the shelf area of the Gulf of Mexico. Wiser has a 12.5%
working interest under the exploration agreement and a 25% working interest
under the joint venture agreement. The Company also participated in the Federal
OCS Lease Sale in March 2001 under the joint venture agreement and acquired
111,000 gross (23,000 net) acres in the Gulf of Mexico. In 2001, four new field
discoveries were made through successful drilling at Eugene Island Block 302,
South Marsh Island Block 93, East Cameron Block 184 and West Cameron Block 417
which added approximately 1,003 MBOE of reserves in 2001. Production from these
new field discoveries is expected to commence in the second quarter of 2002.
Wiser plans to participate in 3 to 6 exploratory wells in the Gulf of Mexico in
2002, depending on cash flows and drilling results, and expects to continue
significant exploration activities in the Gulf of Mexico in the future.
Onshore Gulf Coast. The Company has entered into exploration agreements with
several other companies to participate in various Onshore Gulf Coast prospects
in 2002 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 2002 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
2001, the Company participated in 1 gross (0.1 net) exploratory well which was
completed as a successful gas well. The Company spent $1.3 million on
exploration in Canada in 2001, compared to $6.0 million in 2000, and has
budgeted approximately $2.0 million for its 2002 Canadian exploration program.
International
The Company did not participate in any other international exploration activity
in 2001 and currently has no plans to participate in future international
exploration activities.
8
The Wiser Oil Company
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, 2001, revenues from the sale of production to
Highland Energy Company, Nexen Inc. and Enron Canada Corp. represented
approximately 41%, 20% and 12%, 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.
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 $39.2 million for the year ended
December 31, 2001 and represented 48% of the Company's total oil and gas
revenues for 2001.
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 2001 for NGLs sold from
Company-operated plants or under processing agreements with others was $20.32
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 2001 was $24.27. The average NYMEX-WTI
closing price per Bbl for 2001 was $25.93.
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
9
The Wiser Oil Company
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 2001 was $3.85. The average
NYMEX-Henry Hub price per MMBtu for 2001 was $4.40, 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 2001 was lower than
such 2001 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, 2001:
Oil and NGLs (MBbls) Gas (Mmcf) Total Reserves (MBOE)
--------------------------------- ------------------------------ ---------------------------------
Developed Undeveloped Total Developed Undeveloped Total Developed Undeveloped Total
--------- ----------- ----- --------- ----------- ----- --------- ----------- -----
Permian Basin
Maljamar............... 6,201 653 6,854 2,793 151 2,944 6,667 678 7,345
Wellman................ 4,564 -- 4,564 138 -- 138 4,587 -- 4,587
Dimmitt/Slash Ranch.... 1,595 54 1,649 10,766 145 10,911 3,390 78 3,468
------- ------ -------- ------- -------- ------- ------- ------- -------
Total................ 12,360 707 13,067 13,697 296 13,993 14,644 756 15,400
San Juan Basin........... 36 4 40 18,919 2,178 21,097 3,189 367 3,556
Gulf of Mexico........... 13 308 321 2,722 1,367 4,089 467 536 1,003
Other.................... 440 13 453 9,318 2,761 12,079 1,992 473 2,465
-------- ------- -------- ------- ------- -------- ------- ------- -------
Total United States...... 12,849 1,032 13,881 44,656 6,602 51,258 20,292 2,132 22,424
Canada................... 4,390 813 5,203 24,923 21,792 46,715 8,543 4,446 12,989
------- ------ ------- ------ ------ -------- ------- ----- ------
Total Company............ 17,239 1,845 19,084 69,579 28,394 97,973 28,835 6,578 35,413
====== ====== ====== ====== ====== ======= ====== ===== ======
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, 2001, 2000 and 1999:
At December 31,
----------------------------------------------
2001 2000 1999
--------- --------- ---------
(000's except weighted average sales prices)
Proved reserves:
Oil and NGLs (Bbl).................................. 19,084 24,491 25,430
Gas (Mcf)........................................... 97,973 76,108 69,993
BOE............................................... 35,413 37,176 37,095
Estimated future net revenues before income taxes... $ 288,282 $ 915,495 $ 419,668
Present Value....................................... $ 160,878 $ 500,606 $ 222,539
Standardized Measure/1/............................. $ 139,361 $ 360,876 $ 176,916
Proved developed reserves:
Oil and NGLs (Bbl).................................. 17,239 23,596 24,046
Gas (Mcf)........................................... 69,579 72,399 66,584
BOE............................................... 28,835 35,662 35,143
Estimated future net revenues before income taxes... $ 231,778 $ 870,867 $ 395,749
Present Value....................................... $ 133,211 $ 479,123 $ 212,263
Weighted average sales prices:
Oil (per Bbl)....................................... $ 17.24 $ 25.18 $ 23.76
Gas (per Mcf)....................................... 2.26 9.72 1.99
NGLs (per Bbl)...................................... 16.61 21.53 19.11
/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 2001 could cause a significant decline in the
Present Value attributable to the Company's proved reserves at December 31,
2001. 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, 2001.
Year Ended December 31,
------------------------------------------
2001 2000 1999
------ ------ ------
Production volumes:
Oil (MBbl)
United States........................... 906 948 1,085
Canada.................................. 709 557 599
------ ------ ------
Total Company......................... 1,615 1,505 1,684
Gas (MMcf)
United States /1/....................... 5,627 6,443 7,333
Canada.................................. 4,372 2,495 2,915
------ ------ ------
Total Company /1/..................... 9,999 8,938 10,248
NGLs (MBbl)
United States........................... 86 139 172
Canada.................................. 42 75 77
---- ---- ----
Total Company......................... 128 214 249
Weighted average sales prices /2/:
Oil (per Bbl)
United States........................... $ 25.95 $ 17.97 $ 14.56
Canada.................................. 22.13 28.04 16.29
Total Company......................... 24.27 21.69 15.18
Gas (per Mcf)
United States /1/....................... $ 4.14 $ 3.43 $ 1.95
Canada.................................. 3.08 3.01 1.54
Total Company......................... 3.85 3.31 1.83
NGLs (per Bbl)
United States........................... $ 20.45 $ 21.81 $ 13.54
Canada.................................. 20.06 22.88 11.84
Total Company......................... 20.32 22.19 13.01
Selected expenses per BOE /3/:
Lease operating
United States........................... $ 9.34 $ 7.69 $ 5.82
Canada.................................. 4.55 3.61 3.48
Total Company......................... 7.26 6.36 5.07
Production taxes /4/
United States........................... $ 1.89 $ 1.16 $ 0.77
Depreciation, depletion and amortization
United States........................... $ 4.82 $ 4.43 $ 4.34
Canada.................................. 6.82 5.79 6.03
Total Company......................... 5.69 4.87 4.88
General and administrative
United States........................... $ 2.98 $ 3.09 $ 2.23
Canada.................................. 1.58 1.96 1.15
Total Company......................... 2.37 2.72 1.88
/1/ Calculated by including volumes of natural gas purchased for resale as
follows: 2001 - 0 MMcf, 2000 - 0 MMcf and 1999 - 148 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, 2001:
Productive Wells
--------------------------------------------------------------------------
Oil Gas Total
-------------------- ------------------- -------------------
Gross Net Gross Net Gross Net
------ --- ----- --- ----- ---
United States............... 416 345 2,812 /1/ 78 3,228 423
Canada...................... 295 147 181 128 476 275
--- --- ----- --- ----- ---
Total..................... 711 492 2,993 206 3,704 698
=== === ===== === ===== ===
/1/ 2,749 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, 2001. 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........... 120 100 6,034 5,279 6,154 5,379
------- -------- -------- -------- -------- --------
Total....................... 640 581 22,326 21,283 22,966 21,864
San Juan Basin................ 5,760 1,480 4,319 4,319 10,079 5,799
Gulf of Mexico................ 126,684 28,546 25,000 3,750 151,684 32,296
Other......................... 48,085 35,075 16,382 8,104 64,467 43,179
------- -------- -------- -------- -------- --------
Total United States......... 181,169 65,682 68,027 37,456 249,196 103,138
Canada........................ 442,361 265,164 105,540 65,966 547,901 331,130
------- -------- -------- -------- -------- --------
Total......................... 623,530 330,846 173,567 103,422 797,097 434,268
======= ======== ======== ======== ======== ========
/1/ Excluded is acreage in which the Company's interest is limited to a
mineral or royalty interest. At December 31, 2001, 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, 2002....................... 111,982 75,711
December 31, 2003....................... 171,522 124,224
Thereafter.............................. 340,026 130,911
------- -------
Total................................. 623,530 330,846
======= =======
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, 2001
the number of exploratory and development wells drilled by or on behalf of the
Company.
2001 2000 1999
------------------- ------------------ -------------------
Gross Net Gross Net Gross Net
----- --- ----- --- ----- ---
Exploratory Wells:
- ------------------
United States
Producing............. 3 1 8 2 6 2
Dry................... 5 3 4 2 2 1
Canada
Producing............. 1 0 5 2 1 1
Dry................... 0 0 3 2 -- --
Development Wells:
- ------------------
United States
Producing............. 6 3 5 4 1 --
Dry................... 0 0 1 1 -- --
Canada
Producing............. 25 21 29 11 20 4
Dry................... 4 4 6 3 2 1
Total Wells:
- ------------
Producing............. 35 25 47 19 28 7
Dry................... 9 7 14 8 4 2
--- --- -- -- -- --
Total............... 44 32 61 27 32 9
=== === == == == ==
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, 2001, the Company
operated 88% of its properties in the Permian Basin, comprising approximately
43% of the Company's total proved reserves, including Maljamar (235 gross
wells), Wellman (22 gross wells) and Dimmitt/Slash Ranch (79 gross wells). At
December 31, 2001, the Company also operated 273 (out of a total of 476) 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 2001 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, 2001, the Company's leaseholds for
approximately 30% 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 22, 2002, the Company employed 75 full-time employees; 6 were executive
officers, 38 were professional and administrative personnel and 31 were field
personnel. Of the total employees, 51 were located in the United States and 24
were located in Canada. At March 22, 2002, 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 15,200
square feet of space and are leased through December 31, 2002. Rental payments
are approximately $23,000 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.
The Company has filed motions against Enron North America ("ENA") and Enron
Corporation to collect amounts owed the Company under hedging contracts. ENA is
a wholly-owned subsidiary of Enron Corporation and Enron Corporation has
provided the Company with a $10 million guarantee on behalf of ENA. These
motions seek to establish a separate cash management system for ENA and to
settle debtor claims against ENA separately from Enron Corporation. Pursuant to
the Company's motions, an examiner has been appointed to examine ENA cash
transactions and the court is currently waiting on the examiner's report before
taking further action on the Company's motion.
In January 2002 the Company was notified by a gas marketing company that it
would not pay the Company approximately $730,000 owed to Wiser for its November
2001 gas sales because the gas marketing company claimed it had not been paid by
Enron Corporation. The Company believes that the gas marketing company has no
basis under the gas sales contract to withhold payment and has demanded the
$730,000 payment in writing. The Company believes the $730,000 account
receivable from the gas marketing company is 100% collectible and will pursue
all legal remedies available to collect the amount owed.
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, 2001.
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, 2001, were as follows:
High Low Dividends
-------- ---------- ---------
2001
First Quarter......... $ 7.69 $ 4.63 $ 0.00
Second Quarter........ 10.10 5.08 0.00
Third Quarter......... 7.24 4.25 0.00
Fourth Quarter........ 6.24 4.55 0.00
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
At March 22, 2002, there were 9,242,816 shares of Common Stock outstanding held
by approximately 750 shareholders of record and approximately 4,500 beneficial
owners.
Each share of Common 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.
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. For additional
information about accounting changes, see Note 1 to the financial statements,
effective January 1, 2001, describing the Company's change of its method of
accounting for derivative instruments and hedging transactions. For additional
information about business combinations, see Note 3 to the financial statements,
describing the Company's acquisition of Invasion Energy Inc. For additional
information on property sale gains, see "Results of Operations" in Item 7,
describing the Asset Exchange Agreement entered into between Wiser Canada and
Talisman Energy, Inc. dated June 29, 2001.
Year Ended December 31,
-----------------------------------------------------------------
2001 2000 1999 1998 1997
---------- --------- -------- -------- ---------
Income Statement Data (000's except per share amounts):
Revenues:
Oil and gas sales....................................... $ 80,344 $ 67,016 $ 47,602 $ 59,197 $ 76,729
Dividends and interest.................................. 1,245 1,794 739 269 1,113
Property sale gains..................................... 9,527 74 3,555 615 1,875
Marketable security sales gains......................... -- -- -- -- 7,495
Other................................................... 454 849 898 1,327 603
---------- --------- -------- -------- --------
Total revenues........................................ 91,570 69,733 52,794 61,408 87,815
---------- --------- -------- -------- --------
Costs and expenses:
Production and operating................................ 28,404 24,125 21,111 26,529 27,183
Loss on derivatives..................................... 2,094 -- -- -- --
Purchased natural gas................................... -- -- 336 1,440 1,622
Depreciation, depletion and amortization ("DD&A")....... 19,388 15,637 17,663 25,811 22,977
Property impairments.................................... 2,490 680 2,214 3,838 3,289
Exploration............................................. 7,542 3,792 7,059 15,328 9,655
General and administrative.............................. 8,082 8,720 6,816 10,571 9,661
Interest expense........................................ 13,364 12,659 13,310 13,097 9,845
---------- --------- -------- -------- --------
Total costs and expenses.............................. 81,364 65,613 68,509 96,614 84,232
---------- --------- -------- -------- --------
Earnings (loss) before income taxes....................... 10,206 4,120 (15,715) (35,206) 3,583
Income tax expense (benefit).............................. 158 -- (859) (10,740) 264
---------- --------- -------- -------- --------
Net income (loss)......................................... $ 10,048 $ 4,120 $(14,856) $(24,466) $ 3,319
========== ========= ======== ======== ========
Average outstanding shares (000's) /1/.................... 9,161 8,963 8,952 8,952 8,949
Basic earnings (loss) per share........................... $ 0.67 $ 0.39 $ (1.66) $ (2.73) $ 0.37
Cash dividends per share.................................. $ 0.00 $ 0.00 $ 0.00 $ 0.12 $ 0.12
Other Financial Data (000's):
EBITDAX /2/............................................... $ 43,463 $ 36,814 $ 20,976 $ 22,253 $ 39,979
Operating cash flows...................................... 25,963 17,316 6,572 (3,523) 26,310
Capital expenditures...................................... 76,099 20,066 8,327 29,980 70,209
Balance Sheet Data - end of period (000's):
Cash and cash equivalents................................. $ 12,659 $ 34,144 $ 21,447 $ 2,779 $ 13,255
Working capital /3/....................................... 12,477 35,171 17,875 (19,911) 7,809
Net property and equipment................................ 223,664 156,289 156,811 207,414 218,664
Total assets.............................................. 258,790 212,234 193,564 225,929 252,512
Long-term debt............................................ 143,463 124,600 124,526 124,452 124,304
Stockholders' equity...................................... 84,710 70,202 53,979 66,210 95,380
25
The Wiser Oil Company
Year Ended December 31,
-------------------------------------------------------------------
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
Reserve and Operating Data:
Production and volumes:
Oil and NGLs (MBbl) ........................................ 1,743 1,719 1,933 2,715 2,760
Gas (MMcf) /4/ ............................................. 9,999 8,938 10,248 14,364 12,829
BOE (000's) /4/ .......................................... 3,410 3,209 3,641 5,109 4,898
Weighted average sales prices /5/:
Oil (per Bbl) .............................................. $ 24.27 $ 21.69 $ 15.18 $ 12.46 $ 18.02
Gas (per Mcf) .............................................. 3.85 3.31 1.83 1.84 2.21
NGLs (per Bbl) ............................................. 20.32 22.19 13.01 9.25 13.87
BOE (per Bbl) ............................................ 23.56 20.88 11.59 11.59 15.66
Selected expenses per BOE /6/:
Lease operating ............................................ $ 7.26 $ 6.36 $ 5.07 $ 4.45 $ 4.65
Production taxes ........................................... 1.07 1.16 0.77 0.84 1.02
DD&A ....................................................... 5.69 4.87 4.88 5.15 4.79
General and administrative ................................. 2.37 2.72 1.88 1.96 2.02
Proved reserves (end of year) /7/:
Oil and NGLs (MBbls) ....................................... 19,084 24,491 25,430 27,988 29,721
Gas (MMcf) ................................................. 97,973 76,108 69,993 119,981 120,094
BOE (MBbls) .............................................. 35,413 37,176 37,095 47,985 49,737
Estimated future net revenues before income taxes (000's) .. $ 288,282 $ 915,495 $ 419,668 $ 218,969 $ 359,293
Present Value .............................................. 160,878 500,606 222,539 123,831 210,087
Standardized Measure (000's) /8/ ........................... 139,361 360,876 176,916 113,232 174,489
Weighted average sales prices (end of year) /7//9/:
Oil (per Bbl) .............................................. $ 17.24 $ 25.18 $ 23.76 $ 10.39 $ 15.92
Gas (per Mcf) .............................................. 2.26 9.72 1.99 1.98 2.35
NGLs (per Bbl) ............................................. 16.61 21.53 19.11 8.44 11.40
/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 15 to the Company's Consolidated
Financial Statements.
/2/ EBITDAX is not a generally accepted accounting measure, but is presented
as a supplemental financial indicator of the Company's ability to service
or incur debt. EBITDAX is calculated by adding interest expense, income
tax expense, depreciation, depletion and amortization, property impairment
costs and exploration costs to net income (excluding marketable security
and property sales gains). EBITDAX 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 accounting 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 including volumes of natural gas purchased for resale as
follows: 2001 - 0 MMcf, 2000 - 0 MMcf, 1999 - 148 MMcf, 1998 - 608 MMcf
and 1997 - 629 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 prices of 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, 2001. 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, 2001, the Company's proved reserves were comprised of
approximately 81% proved developed reserves. 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
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 foreign and
other sources of energy. The oil and gas markets have historically been very
volatile. In particular, gas prices in the first quarter of 2001 were at the
highest levels in the past five years, but experienced a sharp decline in the
fourth quarter of 2001. 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.
Critical Accounting Policies
The Company's financial position and results of operations are materially
effected by changes in oil and gas prices. The Company makes estimates of future
oil and gas prices to determine the need for an impairment of capitalized costs
of proved oil and gas properties under SFAS No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". At
December 31, 2001 the weighted average oil and gas prices used for impairment
assessment purposes were $22.82 per barrel and $2.76 per mcf, respectively.
Accordingly, a significant reduction in oil and gas prices used to estimate
future oil and gas revenues for impairment purposes could materially impact
impairment expense.
The Company uses estimates of proved oil and gas reserve quantities to estimate
depletion, depreciation and amortization expense using the unit-of-production
method of accounting. The estimates of proved oil and gas reserve quantities
are also effected by estimates of future oil and gas prices along with various
other reservoir engineering estimates. Accordingly, a significant reduction in
oil and gas reserve quantities could materially impact depletion, depreciation
and amortization expense.
The Company follows the "successful efforts" method of accounting for its oil
and gas properties. Under this method of accounting, 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 in exploration expense. The Company makes these
assessments based on estimates of future oil and gas prices and considers such
other factors as exploratory drilling results, future drilling plans and the
lease expiration terms when assessing unproved properties for impairment.
Accordingly, any change in these estimates or factors could materially impact
exploration expense.
The Company enters into various hedging arrangements with respect to portions of
its oil, natural gas and NGL production to achieve a more predictable cash flow
and to reduce exposure to price fluctuations. Net income and cash flows from
operating activities can be significantly effected by the Company's hedging
activities if oil and gas prices change significantly during the hedging period.
The Company does not have any significant transactions with related parties.
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 $2.5 million in 2001, $0.7 million in 2000 and $2.2
million in 1999.
RESULTS OF OPERATIONS
Comparison of 2001 to 2000
Acquisitions in 2001
On May 22, 2001, the Company acquired 100% of the outstanding common stock of
Invasion Energy Inc. ("Invasion") through its wholly-owned subsidiary The Wiser
Oil Company of Canada ("Wiser Canada"). The total purchase price was $37.5
million, which was financed with $22.6 million of cash and $14.9 million of
borrowings by Wiser Canada under its credit facility. The following table sets
forth the production, oil and gas revenues, production and operating expenses,
DD&A and interest expense related to the Invasion acquisition for the year ended
December 31, 2001 (000's):
2001
--------
Gas production (Mcf)................. 2,169
BOE production (Bbls)................ 362
Oil and gas revenues................. $ 7,532
Production and operating expenses.... 1,667
DD&A................................. 2,576
Interest expense..................... 514
On June 29, 2001, Wiser Canada entered into an Asset Exchange Agreement to
acquire producing properties and exploration acreage valued at $25.3 million
(CDN $38.3 million). Under the Agreement, Wiser Canada exchanged
27
The Wiser Oil Company
certain of its producing properties valued at $16.2 million and paid $9.1
million in cash, before closing adjustments. The exchange of producing
properties valued at $16.2 million has been accounted for as a sale of assets
and, accordingly, a gain of $9.5 million has been recognized in the consolidated
statements of income. The $9.1 million cash portion of the transaction was
funded with $4.5 million of cash on hand and $4.6 million of bank debt. The
major new producing properties acquired were the Evi Loon and Chinchaga fields.
The major producing properties sold were the Pine Creek, Portage, Groat,
Windfall and Sunchild fields.
Recapitalization in 2000
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"). In June 2001, the Company received $10.0 million in
net proceeds from the sale of an additional 400,000 shares of convertible
preferred stock to affiliates of WIC. See Note 14 to the Company's Consolidated
Financial Statements for additional information about the convertible preferred
stock. 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 ended their employment 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.
Revenues
Oil and gas sales increased $13.3 million or 20% to $80.3 million in 2001 from
$67.0 million in 2000, due to the Invasion acquisition and higher oil and gas
prices in 2001. Oil sales for 2001 were $6.5 million higher than 2000 as the
average price received for oil sales in 2001 was $24.27 per barrel, up $2.58 per
barrel or 12% from 2000. Net oil production for 2001 was 1,615,000 barrels, up
110,000 barrels or 7% from 1,505,000 barrels in 2000. The increase in oil
production was attributable primarily to the Evi-Loon field acquired in June
2001 under the Asset Exchange Agreement. Gas sales for 2001 were $8.9 million
higher than 2000 with $7.5 million of the increase attributable to the Invasion
acquisition. The remaining $1.4 million increase was due to higher average gas
prices received in 2001 offset by lower gas production. The average price
received for gas sales in 2001 was $3.85 per Mcf, an increase of $0.54 per Mcf
or 16% from 2000. Net gas production for 2001 was 9,999 MMCF, including 2,169
MMCF gas production from Invasion. Excluding Invasion, net gas production in
2001 was 7,830 MMCF, down 1,108 MMCF or 12% from 2000. Net gas production was
down 817 MMCF in the U.S. primarily at the San Juan, South Texas and
Dimmitt/Slash Ranch properties. Net gas production was down 291 MMCF in Canada
(excluding Invasion) primarily due to the sale of the Pine Creek, Portage,
Groat, Windfall and Sunchild fields under the Asset Exchange Agreement in June
2001. NGL sales for 2001 were $2.1 million lower than 2000 due to both lower
average prices received and lower production. The average price received for NGL
sales in 2001 was $20.32 per barrel, a decrease of $1.87 per barrel or 8% from
2000. NGL production in 2001 was 86,000 barrels lower than 2000 due primarily to
declining production at the Wellman field and the sale of the Pine Creek,
Portage, Groat, Windfall and Sunchild fields under the Asset Exchange Agreement
in June 2001. The Company's hedging activities increased oil and gas sales by
$4.5 million in 2001 and reduced oil and gas sales in 2000 by $11.8 million. On
an equivalent unit basis, total production increased 6% to 3,410 MBOE in 2001
from 3,209 MBOE in 2000.
Interest income decreased 33% to $1.2 million in 2001 from $1.8 million in 2000
due to lower average cash balances and lower interest rates in 2001.
Gain on sales of properties was $9.5 million in 2001 compared to $0.1 million in
2000 due to the Asset Exchange Agreement in June 2001.
Costs and Expenses
Production and operating expense for 2001 increased $4.3 million or 18% from
2000 and, on a BOE basis, increased to $8.33 per BOE or 11% from $7.52 per BOE
in 2000. The Invasion acquisition increased production and operating expense by
$1.7 million and other Canadian fields, primarily Hayter and Evi Loon, were $1.3
million higher than 2000. Production and operating expense in the U.S. in 2001
was $1.3 million
28
The Wiser Oil Company
higher than 2000 primarily at the Dimmit/Slash Ranch, San Juan and South Texas
fields.
Depreciation, depletion and amortization, ("DD&A") for 2001, increased $3.7
million or 24% from 2000 due to the Invasion acquisition and a reduction in
reserves for the Maljamar and Wellman properties.
Impairment expense was $2.5 million in 2001 compared to $0.7 million in 2000.
The Company recognized impairment expense of $1.0 million in the U.S. for the
Kinally #1 well in South Texas and $1.5 million in Canada for several small
properties. The Kinally #1 was drilled in 2001 and, after several months of
production, the estimated proved reserves were substantially reduced which
resulted in the impairment expense. 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.
Exploration expense increased $3.7 million to $7.5 million in 2001 from $3.8
million in 2000. Abandoned lease expense increased $1.9 million to $2.9 million
in 2001 from $1.0 million in 2000 as a result of increased exploration activity
in both the U.S. and Canada. Dry hole expense increased slightly to $2.3 million
in 2001 from $2.2 million in 2000. Geological and geophysical expenses in 2001
were $2.3 million, up $1.7 million from $0.6 million in 2000 due primarily to
increased activity in the Gulf of Mexico.
General and administrative expense ("G&A") in 2001 was $8.1 million, down $0.6
million from $8.7 million in 2000. G&A expense in 2000 includes $2.2 million of
officer termination expense associated with the recapitalization in May 2000.
Excluding the $2.2 million officer termination expense, G&A expense in 2001 was
up $1.6 million from 2000 due primarily to the Invasion acquisition, higher
salaries and wages and higher contract labor expense. G&A per BOE decreased 13%
to $2.37 per BOE in 2001 from $2.72 per BOE in 2000.
Income tax expense for 2001 was $0.2 million compared to no tax benefit or
expense in 2000. The Company had a net operating loss carryforward for U.S.
Federal income tax purposes of $20.0 million at December 31, 2001 and $18.6
million at December 31, 2000. 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, 2001 and 2000, a valuation allowance was provided to
reduce deferred tax assets to an amount equal to deferred tax liabilities for
U.S. Federal taxes. Accordingly, no U.S. Federal income tax expense was
recognized in 2001, and income tax benefits were recognized in 2000 only to the
extent of the Company's existing deferred income tax liability. Canadian income
tax expense of $0.2 million was recognized in 2001 related to the Invasion
properties.
Net income available for common stock was $6.2 million and basic net earnings
per share was $0.67 in 2001 compared to net income available for common stock of
$3.5 million and basic net earnings per share of $0.39 in 2000.
Comparison of 2000 to 1999
Sales in 1999
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.
29
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 year ended December 31, 1999 (000's):
1999
--------
Oil production (Bbls)..................... 56
Gas production (Mcf)...................... 1,215
NGL production (Bbls)..................... 16
BOE production (Bbls)..................... 275
Oil and gas revenues...................... $ 3,162
Production and operating expenses......... 1,142
Purchased gas............................. 336
Production information for 1999 includes 148 MMcf 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 for 1999 is calculated without including such volumes.
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.
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.
30
The Wiser Oil Company
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.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Virtually all of the Company's exploration expenditures and a significant
portion of its development expenditures are discretionary expenditures that are
made based on current economic conditions and expected future oil gas prices.
The Company makes capital and exploration expenditures to develop and exploit
existing oil and gas reserves as well as to acquire additional reserves through
exploration or acquisition. The Company has significant flexibility in the
timing of making capital expenditures on properties it operates and the Company
may also choose not to participate in capital expenditures on properties
operated by others. This flexibility allows the Company to commit to annual
capital and exploration levels that are based on expected cash flows from
operating activities. The Company generally uses cash flows from operating
activities as its primary source of funds for capital and exploration
expenditures. The Company has also used borrowings under its credit facility to
fund certain acquisitions and capital expenditures. In June 2001 and May 2000,
the Company also issued preferred stock to provide additional sources of
liquidity.
The Company's cash flows from operating activities are significantly effected by
changes in oil and gas prices. Accordingly, the Company's cash flows from
operating activities would be significantly reduced by lower oil and gas prices,
which would also reduce the Company's capital and exploration expenditure
levels. Lower oil and gas prices may also reduce the Company's borrowing base
under its credit facility and further reduce the Company's ability to obtain
funds. In addition, changes in oil and gas prices may require the Company to
provide cash collateral under its hedging agreements which would also reduce its
liquidity.
Following is a summary of contractual obligations and commercial commitments at
December 31, 2001 (000's)
Payments due by Period
----------------------------------------------
Total * 1 Year 1 - 3 Years 4 - 5 Years ** 5 Years
------- -------- ----------- ----------- ----------
Long-term debt $143,463 $ - $18,789 $ - $124,674
Capital lease obligations none
Operating leases 756 516 240
* less than
** more than
Enron Bankruptcy
Enron Corporation declared bankruptcy on December 2, 2001 and on December 31,
2001 Enron owed the Company $1.7 million in unpaid settlements of its hedging
contracts for the months of November and December 2001. In addition, the fair
value of the Company's forward hedging contracts for the year 2002 was $5.2
million. Based on the uncertainty of collecting either of these amounts from
Enron, the Company decided to write-off the full amount of $6.9 million at
December 31, 2001. Other comprehensive income includes unrealized gains of $0.8
million on certain derivatives with Enron which were accounted for as cash flow
hedges. These gains will be reclassified into oil and gas revenues over the
original hedge period. The Company will continue to pursue collection of its
claims against Enron. See Note 12 to the Company's Consolidated Financial
Statements.
Cash flows
Operating cash flows in 2001 were $26.0 million, up $8.7 million from $17.3
million in 2000 primarily as a result of increased oil and gas sales which were
offset in part by higher production and operating expense, exploration expense
and loss on derivatives.
Cash flows from investing activities in 2001 included capital expenditures of
$76.1 million, up $56.0 million from $20.1 million in 2000. The major components
of capital expenditures for 2001 were $32.0 million for proved property
acquisitions in Canada, $17.5 million for unproved property acquisition, $18.7
million for development activities and $7.9 million for exploration activities.
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 unproved property acquisitions. The Company's capital and exploration budget
for 2002 is approximately $35.0 million.
Cash flows from financing activities in 2001 included $19.5 million (CDN$ 30.0
million) of borrowings under the Company's credit facility and $10.0 million of
net proceeds from the issuance of preferred stock in
31
The Wiser Oil Company
June 2001. Cash flows from financing activities in 2000 included $13.7 million
of net proceeds from the issuance of preferred stock in May 2000. The Company
received $0.2 million in net sales proceeds from the sale of oil and gas
properties during 2001 compared to $2.0 million in proceeds received during
2000.
Financial Position
Cash and cash equivalents decreased $21.4 million from $34.1 million at December
31, 2000 to $12.7 million at December 31, 2001. The decrease was attributable
primarily to an increase in capital expenditures, principally for the Invasion
acquisition. Working capital of $12.5 million at December 31, 2001 was $22.7
million lower than working capital of $35.2 million at December 31, 2000 due
primarily to decreased cash and cash equivalents of $21.4 million. Net property
and equipment increased $67.4 million and total assets increased $46.0 million
during 2001 to $258.3 million at December 31, 2001. Stockholders' equity
increased $14.5 million during 2001 to $84.7 million at December 31, 2001.
At December 31, 2001, capitalization totaled $228.2 million and consisted of
$143.5 million of total debt (63%) and $84.7 million of stockholders' equity
(37%).
Capital Sources
Funding for the Company's business activities has been provided by cash flow
from operations, borrowings under the credit agreement and the issuance of
preferred stock in June 2001 and 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.
On May 21, 2001 the Company entered into an $80 million revolving credit
facility ("Revolver"). The aggregate borrowing base under the Union Revolver is
$50 million and is allocated $30 million for general corporate purposes and $20
million exclusively for acquisition of oil and gas properties. The $50 million
aggregate borrowing base is also allocated $20 million for Canadian borrowings
and $30 million for U.S. borrowings. The aggregate borrowing base is
re-determined by the banks semi-annually starting in April 2002. At December 31,
2001, the Company had CDN$ 30.0 million (USD$ 18.7 million) of Canadian
borrowings outstanding and $30.0 million was available primarily for U.S.
borrowings. Available loan and interest options are (i) Prime Rate Loans, at the
bank's prime interest rate; (ii) Eurodollar Loans, at LIBOR plus 2.125%, 2.375%
or 2.625% depending on the percentage of the borrowing base actually borrowed by
the Company; (iii) Canadian Prime Rate Advances, at the Canadian bank's prime
interest rate; and (iv) Canadian Banker's Acceptances, at the Canadian drawing
fee rate. The average interest rate during 2001 under the Revolver was 6.33%.
The commitment fee on the unused borrowing base is 0.375%. The Revolver imposes
certain restrictions on sales of assets, payment of dividends, incurring of
indebtedness and requires the Company to maintain certain financial ratios.
Under the Revolver, there is no requirement to maintain restricted cash balances
after May 21, 2001.
The Company believes that cash flows from operations and borrowings under its
credit facility will be sufficient to meet anticipated capital and exploration
expenditure requirements (excluding any material property acquisitions) in 2002.
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 2002, subject to
market conditions and drilling and operating results, the Company expects to
spend approximately $35.0 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 2001:
SFAS No. 133, " Accounting for Derivative Instruments and Hedging
Activities " 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 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. When the Company adopted SFAS No. 133,
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.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations." SFAS No. 141 addresses the accounting and reporting for
business combinations. SFAS No. 141 requires that all business combinations be
accounted for under the purchase method of accounting. SFAS No. 141 also changes
the criteria for the separate recognition of intangible assets acquired in a
business combination. SFAS No. 141 is effective for all business combinations
initiated after June 30, 2001. The adoption of SFAS No. 141 as of July 1, 2001,
had no impact on the Company's financial statements.
Also in June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 addresses accounting and
reporting for intangible assets acquired, except for those acquired in a
business combinations. SFAS No. 142 presumes that goodwill and certain
intangible assets have indefinite useful lives. Accordingly, goodwill and
certain intangibles will not be amortized but rather will be tested at least
annually for impairment. SFAS No. 142 also addresses accounting and reporting
for goodwill and other intangible assets subsequent to their acquisition. SFAS
No. 142 is effective for fiscal years beginning after December 15, 2001. The
adoption of SFAS No. 142 is not expected to have a significant impact on the
Company's financial statements.
On June 30, 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligations" on the accounting for obligations
associated with the retirement of long-lived assets. SFAS 143 requires a
liability to be recognized in the financial statements for retirement
obligations meeting specific criteria. Measurement of the initial obligation is
to approximate fair value with an equivalent amount recorded as an increase in
the value of the capitalized asset. The asset will be depreciable in accordance
with normal depreciation policy and the liability will be increased, with a
charge to the income statement, until the obligation is settled. SFAS 143 is
effective for fiscal years beginning after June 15, 2002. The Company is
currently evaluating the effect that adoption of the provisions of SFAS 143 will
have on its results of operations and financial position.
In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" which
supersedes SFAS No. 121. This statement addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. SFAS No. 144 is
effective for financial statements issued for fiscal years beginning after
December 15, 2001. This statement is not expected to have a significant effect
on the Company's financial statements.
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, 2001 included $124.7 million of fixed-rate debt and
$18.8 million of floating-rate debt attributed to borrowings under the 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 50 basis points) would be less than
$0.01 million.
At December 31, 2001, the estimated fair value of the Company's fixed-rate debt
of $124.7 million was $101.9 million. The fixed-rate debt will mature in May
2007 and the floating-rate debt will mature in May 2004.
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 2001, 2000,
and 1999, 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 an
increase in revenues of $4.5 million in 2001 and a reduction of $11.8 million
and $3.6 million in 2000 and 1999, respectively. In addition, the company
recognized a loss on derivatives of $2.1 in 2001. Based on December 31, 2001
NYMEX futures prices, the fair value of the Company's hedging arrangements at
December 31, 2001 was a
34
The Wiser Oil Company
net gain of $0.4 million. A 10% increase in both the oil price and the gas price
would decrease this gain by $6.1 million to a loss of $5.7 million and a 10%
decrease in both the oil price and the gas price would increase this gain by
$3.7 million.
As of March 22, 2002 the Company's hedging arrangements were as follows
(excluding hedges with Enron - see Note 2 to the Consolidated Financial
Statements):
Crude Oil: Daily Volume Price per Bbl
- ---------- ------------ -----------------------
January 1, 2002 to December 31, 2002 /a/ 1,000 Bbls $22.05
April 1, 2002 to June 30, 2002 /b/ 1,000 Bbls $23.00
July 1, 2002 to September 30, 2002 /b/ 1,000 Bbls $22.00
April 1, 2002 to June 30, 2002 1,000 Bbls(1) $22.00 floor, $24.95 ceiling
January 1, 2002 to December 31, 2002 /c/ 400 Bbls $8.30 differential swap
Natural Gas: Daily Volume Price per MMBTU
- ------------ ------------ ---------------------------
January 1, 2002 to March 31, 2002 /b/ 5,000 MMBTU $2.95
January 1, 2002 to June 30, 2002 /a/ 5,000 MMBTU $3.00
January 1, 2002 to June 30, 2002 /a/ 5,000 MMBTU $2.94
July 1, 2002 to September 30, 2002 /b/ 10,000 MMBTU $3.135
July 1, 2002 to September 30, 2002 /a/ 10,000 MMBTU $2.80
January 1, 2002 to March 31, 2002 /d/ 5,000 MMBTU /1/ $2.50 floor, $2.95 ceiling
January 1, 2002 to March 31, 2002 /e/ 5,000 MMBTU /1/ $2.50 floor, $3.00 ceiling
April 1, 2002 to June 30, 2002 5,000 MMBTU /1/ $2.30 floor, $2.65 ceiling
October 1, 2002 to December 31, 2002 5,000 MMBTU /1/ $3.15 floor, $4.00 ceiling
January 1, 2003 to December 31, 2003 10,000 MMBTU /1/ $3.25 floor, $4.25 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.
/a/ This swap is extendable to December 31, 2002 at the same daily
volume and price per mcf or bbl at the option of the counterparty.
As such, it does not qualify for hedge accounting and changes in
fair value will be recorded in earnings.
/b/ This swap is extendable for three additional months at the same
daily volume and price per mcf or bbl at the option of the
counterparty. As such, it does not qualify for hedge accounting and
changes in fair value will be recorded in earnings.
/c/ Floating price - Wiser receives NYMEX less $8.30; Wiser pays Bow
River - Platts (heavy oil) price.
/d/ Wiser has granted the counterparty an option to extend this swap to
June 30, 2002 as a $2.95 swap.
/e/ Wiser has granted the counterparty an option to extend this swap to
June 30, 2002 as a $3.00 swap.
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 2002, the Company has hedged
approximately 50% of its projected oil production and approximately 90% of its
projected gas production.
Foreign Currency Exchange Risk
The Company receives a substantial portion of its revenue in Canadian dollars
(45% in 2001 and 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.
35
The Wiser Oil 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-32 of this Report and are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
36
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 2002 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 2002 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 2002 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 2002 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 June 6, 2001 disclosing under
Item 2. thereof that on May 22, 2001 it acquired 100% of the outstanding
common stock of Invasion Energy Inc. ("Invasion") through its wholly-owned
subsidiary The Wiser Oil Company of Canada. This Form 8-K was amended on
August 6, 2001 to include unaudited financial statements of Invasion
Energy, Inc. for the year ended August 31, 2000 and unaudited pro forma
condensed combined financial statements for the three months ended March
31, 2001 and the year ended December 31, 2000.
37
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.
38
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.
39
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.
4.16 Second Amended and Restated Credit Agreement dated May 21, 2001 among
The Wiser Oil Company and The Wiser Oil Company of Canada, as
borrowers, and Union Bank of California, N.A. as U.S. administrative
agent, and National Bank of Canada, as Canadian administrative agent,
and the banks named therein.
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.
10.3b Share Purchase Agreement dated May 4, 2001 between The Wiser Oil
Company, The Wiser Oil Company of Canada, ENRON Canada Corp., Skybird
Energy Inc. and other shareholders, incorporated by reference Exhibit
2.1 to the Company's report on Form 8-K (Commission File No. 0-5426),
dated June 6, 2001 (Date of Event: May 22, 2001).
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.
40
The Wiser Oil Company
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.
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.
41
The Wiser Oil Company
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.
10.9e* Fifth Amendment to Employment Agreement dated January 24, 1994 between
the Company and A. Wayne Ritter dated December 18, 2001, incorporated
by reference to Exhibit 10.9e to the Company's Annual Report on Form
10-K for the year ended December 31, 2001.
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.
42
The Wiser Oil Company
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.
10.21 Subscription Agreement dated June 1, 2001 between the Company and
Wiser Investments, L.P.
10.22 Subscription Agreement dated June 1, 2001 between the Company and A.
Wayne Ritter.
10.23 Warrant agreement dated June 1, 2001 between the Company and Wiser
Investment Company, LLC.
10.24 Assignment of Rights as Purchaser dated June 1, 2001 among the
Company, Wiser Investment Company, LLC, Wiser Investors, L.P. and A.
Wayne Ritter.
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.
99* Company's letter to SEC Re: Arthur Andersen LLP assurances.
- --------------
+ Represent management compensatory plans or agreements.
* Filed herewith.
43
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 27th day of March
2001.
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 27, 2002
- ---------------------------------------- Officer and Director
GEORGE K. HICKOX, JR. (Principal Executive
Officer)
/s/ C. FRAYER KIMBALL Director March 27, 2002
- ----------------------------------------
C. FRAYER KIMBALL
/s/ RICHARD R. SCHEIBER Director March 27, 2002
- ----------------------------------------
RICHARD R. SCHEIBER
/s/ A. W. SCHENCK, III Director March 27, 2002
- ----------------------------------------
A. W. SCHENCK, III
/s/ SCOTT W. SMITH Director March 27, 2002
- ----------------------------------------
SCOTT W. SMITH
/s/ ERIC D. LONG Director March 27, 2002
- ----------------------------------------
ERIC D. LONG
/s/ LORNE H. LARSON Director March 27, 2002
- ----------------------------------------
LORNE H. LARSON
/s/ RICHARD S. DAVIS Vice President of Finance March 27, 2002
- ---------------------------------------- (Principal Financial and
RICHARD S. DAVIS Accounting Officer)
44
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, 2001 and
2000, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 2001. 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, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.
As explained in Note 1 to the financial statements, effective January 1, 2001,
the Company changed its method of accounting for derivative instruments and
hedging transactions.
ARTHUR ANDERSEN LLP
Dallas, Texas,
March 22, 2002
F-2
THE WISER OIL COMPANY
CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 2001, 2000 and 1999
2001 2000 1999
-------- -------- --------
(000's except per share data)
Revenues:
Oil and gas sales ........................... $ 80,344 $ 67,016 $ 47,602
Interest income ............................. 1,245 1,794 739
Gain on sales of properties ................. 9,527 74 3,555
Other ....................................... 454 849 898
--------------------------------------------------
91,570 69,733 52,794
--------------------------------------------------
Costs and Expenses:
Production and operating .................... 28,404 24,125 21,111
Loss on derivatives ......................... 2,094 -- --
Purchased natural gas ....................... -- -- 336
Depreciation, depletion and amortization .... 19,388 15,637 17,663
Property impairments ........................ 2,490 680 2,214
Exploration ................................. 7,542 3,792 7,059
General and administrative .................. 8,082 8,720 6,816
Interest expense ............................ 13,364 12,659 13,310
--------------------------------------------------
81,364 65,613 68,509
--------------------------------------------------
Earnings (Loss) Before Income Taxes ........... 10,206 4,120 (15,715)
Income Tax Expense (Benefit) .................. 158 -- (859)
--------------------------------------------------
Net Income (Loss) ............................. $ 10,048 $ 4,120 $(14,856)
==================================================
Earnings (Loss) Per Share (Note 15):
Basic ....................................... $ 0.67 $ 0.39 $ (1.66)
==================================================
Diluted ..................................... $ 0.67 $ 0.37 $ (1.66)
==================================================
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2001, 2000 and 1999
2001 2000 1999
-------- -------- --------
(000's except per share data)
Net income .................................... $ 10,048 $ 4,120 $(14,856)
Other comprehensive income:
Foreign currency translation adjustment ... (3,778) (1,149) (2,625)
Change in accrued pension ................. (2,183) (167) --
Net change in derivative fair value:
Cumulative effect of accounting change .. (3,083) -- --
Change in derivative fair value ......... 1,870 -- --
Reclassification adjustments - contract
settlements .............................. 2,013 -- --
--------------------------------------------------
Comprehensive income ...................... $ 4,887 $ 2,804 $(17,481)
==================================================
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
THE WISER OIL COMPANY
CONSOLIDATED BALANCE SHEETS
December 31, 2001 and 2000
2001 2000
--------- ---------
(000's except for per share amounts)
Assets
Current Assets:
Cash and cash equivalents ....................................... $ 12,659 $ 34,144
Restricted cash ................................................. -- 992
Accounts receivable ............................................ 14,281 16,621
Inventories ..................................................... 555 420
Fair value of derivatives ....................................... 1,346 --
Prepaid expenses ................................................ 3,143 426
----------------------
Total current assets .......................................... 31,984 52,603
----------------------
Property and Equipment, at cost:
Oil and gas properties (successful efforts method) .............. 343,623 276,568
Other properties ................................................ 4,023 3,964
----------------------
347,646 280,532
Accumulated depreciation, depletion and amortization ............ (123,982) (124,243)
----------------------
Net property and equipment ...................................... 223,664 156,289
Other Assets ...................................................... 3,142 3,342
----------------------
$ 258,790 $ 212,234
======================
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable ................................................ $ 11,685 $ 14,310
Current portion of long-term debt ............................... -- 500
Fair value of derivatives ....................................... 946 --
Dividends payable ............................................... 221 265
Accrued liabilities ............................................. 6,655 2,357
----------------------
Total current liabilities ..................................... 19,507 17,432
----------------------
Long-term Debt .................................................... 143,463 124,600
Deferred Income Taxes ............................................. 11,110 --
Stockholders' Equity (Note 14):
Series C convertible preferred stock - $10 par value;
1,000,000 shares authorized; 1,000,000 shares issued and
outstanding at December 31, 2001 and 600,000 shares outstanding
at December 31, 2000 - at $25 liquidation value per share ..... 10,000 6,000
Common stock - $.01 par value; shares authorized - 30,000,000;
shares issued - 9,466,920 at December 31, 2001 and 9,209,113 at
December 31, 2000; shares outstanding - 9,242,816 at
December 31, 2001 and 9,032,909 at December 31, 2000 .......... 94 92
Preferred stock discount, net of $2,410,000 amortization ........ (7,596) --
Paid-in capital ................................................. 55,887 38,568
Retained earnings ............................................... 37,899 31,721
Accumulated other comprehensive income .......................... (8,611) (3,450)
Treasury stock - 224,104 shares at December 31, 2001
and 176,204 shares at December 31, 2000, at cost .............. (2,963) (2,729)
----------------------
Total stockholders' equity .................................... 84,710 70,202
----------------------
$ 258,790 $ 212,234
======================
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 Year Ended December 31, 2001, 2000 and 1999
2001 2000 1999
-------------------- -------------------- --------------------
Shares Amount Shares Amount Shares Amount
-------- -------- -------- -------- -------- --------
(000's) (000's) (000's)
Series C convertible preferred stock, $10 par value:
- ----------------------------------------------------
Balance at beginning of period ................... 600 $6,000 -- $ -- -- $ --
Issuance of preferred stock ...................... 400 4,000 600 6,000 -- --
-------- -------- -------- -------- -------- --------
Balance at end of period ......................... 1,000 10,000 600 6,000 -- --
======== -------- ======== -------- ======== --------
Common stock, $0.01 par value:
- ------------------------------
Balance at beginning of period ................... 9,209 92 9,128 27,385 9,128 27,385
Change in par value .............................. -- -- -- (27,293)
Issuance of common stock ......................... 258 2 81 -- -- --
-------- -------- -------- -------- -------- --------
Balance at end of period ......................... 9,467 94 9,209 92 9,128 27,385
-------- -------- -------- -------- -------- --------
Preferred stock discount:
- -------------------------
Balance at beginning of period ................... -- -- --
Issuance of preferred stock ...................... (10,006) -- --
Amortization of preferred stock discount ......... 2,410 -- --
-------- -------- --------
Balance at end of period ......................... (7,596) -- --
-------- -------- --------
Paid-in capital:
- ----------------
Balance at beginning of period ................... 38,568 3,223 3,223
Issuance of preferred stock ...................... 6,000 7,675 --
Beneficial conversion option ..................... 9,192 -- --
Issuance of common stock ......................... 1,314 368 --
Issuance of warrants ............................. 813 9 --
Change in par value .............................. -- 27,293 --
-------- -------- --------
Balance at end of period ......................... 55,887 38,568 3,223
-------- -------- --------
Retained earnings:
- ------------------
Balance at beginning of period ................... 31,721 28,234 43,090
Net income (loss) ................................ 10,048 4,120 (14,856)
Dividends on preferred stock ..................... (1,460) (633) --
Amortization of preferred stock discount ......... (2,410) -- --
-------- -------- --------
Balance at end of period ......................... 37,899 31,721 28,234
-------- -------- --------
Accumulated other comprehensive income:
- ---------------------------------------
Balance at beginning of period ................... (3,450) (2,134) (4,759)
Foreign currency translation adjustment .......... (3,778) (1,149) 2,625
Change in accrued pension ........................ (2,183) (167) --
Net change in derivative fair value:
Cumulative effect of accounting change ......... (3,083) -- --
Change in derivative fair value ................ 1,870 -- --
Reclassification adjustments ................... 2,013 -- --
-------- -------- --------
Balance at end of period ......................... (8,611) (3,450) (2,134)
-------- -------- --------
Treasury stock:
- ---------------
Balance at beginning of period ................... (176) (2,729) (176) (2,729) (176) (2,729)
Purchase of treasury stock ....................... (48) (234) -- - -- --
-------- -------- -------- -------- -------- --------
Balance at end of period ......................... (224) (2,963) (176) (2,729) (176) (2,729)
-------- -------- -------- -------- -------- --------
Total Stockholders' Equity ......................... 9,243 $84,710 9,033 $ 70,202 8,952 $ 53,979
======== ======== ======== ======== ======== ========
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, 2001, 2000 and 1999
2001 2000 1999
-------- -------- --------
(000's)
Cash Flows from Operating Activities:
Net income (loss) ........................... $ 10,048 $ 4,120 $(14,856)
Adjustments to reconcile net income (loss) to
cash flows from operating activities:
Depreciation, depletion and amortization . 19,388 15,637 17,663
Deferred income taxes .................... (58) -- (686)
Property sale gains ...................... (9,525) (74) (3,555)
Property impairments and abandonments .... 5,409 2,113 6,824
Pension benefit liability ................ (2,183) (167) --
Non-cash loss on derivative value ........ 400 -- --
Amortization of other assets ............. 709 676 607
Other changes:
Restricted cash ........................ 992 -- (992)
Accounts receivable .................... 2,340 (7,056) (463)
Inventories ............................ (135) (85) 39
Income taxes receivable ................ -- -- 1,270
Prepaid expenses ....................... (2,717) (47) 93
Other assets ........................... (435) 91 (350)
Accounts payable ....................... (2,625) 2,616 1,221
Accrued liabilities .................... 4,298 (292) (81)
Deferred benefit costs ................. -- (216) (162)
-------- -------- --------
Operating Cash Flows ................. 25,906 17,316 6,572
-------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures ........................ (76,099) (20,066) (8,327)
Proceeds from sales of property and equipment 219 1,995 41,017
-------- -------- --------
Investing Cash Flows ...................... (75,880) (18,071) 32,690
-------- -------- --------
Cash Flows From Financing Activities:
Borrowings of long-term debt ................ 19,536 -- 500
Repayments of long-term debt ................ (500) -- (21,000)
Preferred stock issued, net of issuance costs 10,000 13,675 --
Common stock issued ......................... 25 -- --
Warrants for common stock issued ............ 6 9 --
Treasury stock purchased .................... (234) -- --
Preferred dividends ......................... (221) -- --
-------- -------- --------
Financing Cash Flows ...................... 28,612 13,684 (20,500)
-------- -------- --------
Effect of exchange rate changes on
cash and cash equivalents ................... (123) (232) (94)
-------- -------- --------
Net Increase (Decrease) in Cash ............... (21,485) 12,697 18,668
Cash and Cash Equivalents, beginning of year .. 34,144 21,447 2,779
-------- -------- --------
Cash and Cash Equivalents, end of year ........ $ 12,659 $ 34,144 $ 21,447
======== ======== ========
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, 2001, 2000 and 1999
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 WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
The following expected future prices were used to estimate future cash flows to
assess properties for impairment:
Price starting after December 31, 2001, 2000 and 1999, respectively:
2001 2000 1999
------- ------- ------
Oil Price per barrel:
Year 1 ............................. $ 20.50 $ 25.00 $ 25.60
Year 2 ............................. 21.50 24.00 25.60
Year 3 ............................. 23.00 23.00 25.60
Thereafter ......................... Escalated 3% 23.00 25.60
Maximum ............................ 29.00 23.00 25.60
Gas Price per MMBTU:
Year 1 ............................. $ 2.50 $ 5.00 $ 2.34
Year 2 ............................. 3.00 4.50 2.34
Year 3 ............................. 3.25 4.00 2.34
Thereafter ......................... Escalated 3% 4.00 2.34
Maximum ............................ 3.50 4.00 2.34
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, 2001, 2000 and 1999,
respectively. The Company's price assumptions change based on current
industry conditions and the Company's future plans. During 2001, 2000 and
1999, the Company recognized impairments of $2,490,000, $680,000 and
$2,214,000, 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 $13,524,000 at December 31, 2001 and $37,022,000 at
December 31, 2000 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
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
g. Accrued Liabilities - Accrued liabilities include accrued vacation and
payroll of $149,000 at December 31, 2001 and $168,000 at December 31,
2000.
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, 2001 and 2000.
j. Financial Instruments - The following table sets forth the book value
and estimated fair values of financial instruments at December 31, 2001
and 2000, respectively (000's):
2001 2000
--------------------- ---------------------
Book Fair Book Fair
Value Value Value Value
-------- -------- -------- --------
Cash and equivalents $ 12,659 $ 12,659 $ 34,144 $ 34,144
Restricted cash -- -- 992 992
Floating-rate debt 18,789 18,789 500 500
Fixed-rate debt 124,674 101,875 124,600 100,000
The fair value of the fixed-rate debt was based on quoted market prices of
the Company's fixed-rate debt at December 31, 2001 and 2000, respectively.
During 2001, 2000 and 1999, 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 an increase in oil and gas revenues of $4,515,000
in 2001 and a reduction of $11,802,000 and $3,609,000 in 2000 and 1999,
respectively. In addition, the Company recognized a loss on derivatives of
$2,094,000 in 2001. At December 31, 2001, the fair value of derivatives
were $1,870,000. As of March 9, 2002 the Company's hedging arrangements
were as follows (excluding hedges with Enron - see Note 2):
Crude Oil: Daily Volume Price per Bbl
- ---------- ------------ -----------------------
January 1, 2002 to December 31, 2002 /a/ 1,000 Bbls $22.05
April 1, 2002 to June 30, 2002 /b/ 1,000 Bbls $23.00
July 1, 2002 to September 30, 2002 /b/ 1,000 Bbls $22.00
April 1, 2002 to June 30, 2002 1,000 Bbls /1/ $22.00 floor, $24.95 ceiling
January 1, 2002 to December 31, 2002 /c/ 400 Bbls $8.30 differential swap
Natural Gas: Daily Volume Price per MMBTU
- ------------ ------------ ---------------------
January 1, 2002 to March 31, 2002 /b/ 5,000 MMBTU $2.95
January 1, 2002 to June 30, 2002 /a/ 5,000 MMBTU $3.00
January 1, 2002 to June 30, 2002 /a/ 5,000 MMBTU $2.94
July 1, 2002 to September 30, 2002 /b/ 10,000 MMBTU $3.135
July 1, 2002 to September 30, 2002 /a/ 10,000 MMBTU $2.80
January 1, 2002 to March 31, 2002 /d/ 5,000 MMBTU /1/ $2.50 floor, $2.95 ceiling
January 1, 2002 to March 31, 2002 /e/ 5,000 MMBTU /1/ $2.50 floor, $3.00 ceiling
October 1, 2002 to December 31, 2002 5,000 MMBTU /1/ $3.15 floor, $4.00 ceiling
April 1, 2002 to June 30, 2002 5,000 MMBTU /1/ $2.30 floor, $2.65 ceiling
January 1, 2003 to December 31, 2003 10,000 MMBTU /1/ $3.25 floor, $4.25 ceiling
F-9
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
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.
/a/ This swap is extendable to December 31, 2002 at the same daily
volume and price per mcf or bbl at the option of the
counterparty. As such, it does not qualify for hedge
accounting and changes in fair value will be recorded in
earnings.
/b/ This swap is extendable for three additional months at the
same daily volume and price per mcf or bbl at the option of
the counterparty. As such, it does not qualify for hedge
accounting and changes in fair value will be recorded in
earnings.
/c/ Floating price - Wiser receives NYMEX less $8.30; Wiser pays
Bow River - Platts (heavy oil) price.
/d/ Wiser has granted the counterparty an option to extend this
swap to June 30, 2002 as a $2.95 swap.
/e/ Wiser has granted the counterparty an option to extend this
swap to June 30, 2002 as a $3.00 swap.
All of the hedges listed above, excluding hedges with Enron, have been
marked to market and changes in fair value will be recorded in earnings.
The hedges with Enron were designated as cash flow hedges.
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 loss of $7,062,000, $3,284,000 and $2,135,000 for 2001, 2000
and 1999, respectively, classified in Stockholders' Equity.
l. Comprehensive Income - In 1998, the Company adopted SFAS No. 130
"Reporting Comprehensive Income" 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. Hedging Activities - In 2001, the Company adopted SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities", which
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 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. When the Company adopted SFAS No. 133, 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.
n. Recent Accounting Pronouncements - In June 2001, the Financial
Accounting Standards Board issued SFAS No. 141, "Business Combinations."
SFAS No. 141 addresses the accounting and reporting for business
combinations. SFAS No. 141 requires that all business combinations be
accounted for under the purchase method of accounting. SFAS No. 141 also
changes the criteria for the separate recognition of intangible assets
acquired in a business combination. SFAS No. 141 is effective for all
business combinations initiated after June 30, 2001. The adoption of SFAS
No. 141 as of July 1, 2001, had no impact on the Company's financial
statements.
Also in June 2001, the Financial Accounting Standards Board issued SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 addresses
accounting and reporting for intangible assets acquired, except for those
acquired in a business combinations. SFAS No. 142 presumes that goodwill
and certain intangible assets have indefinite useful lives. Accordingly,
goodwill and certain intangibles will not be amortized but rather will be
tested at least annually for impairment. SFAS No. 142 also addresses
accounting and reporting for goodwill and other intangible asset
subsequent to their acquisition. SFAS No. 142 is effective for fiscal
years beginning after December 15, 2001. The adoption of SFAS No. 142 is
not expected to have a significant impact on the Company's financial
statements.
On June 30, 2001, the Financial Accounting Standards Board issued SFAS No.
143, "Accounting for Asset Retirement Obligations" on the accounting for
obligations associated with the retirement of long-lived assets. SFAS 143
requires a liability to be recognized in the financial statements for
retirement obligations meeting specific criteria. Measurement of the
initial obligation is to approximate fair value with an equivalent amount
recorded as an increase in the value of the capitalized asset. The asset
will be depreciable in accordance with normal depreciation policy and the
liability will be increased, with a charge to the income statement, until
the obligation is settled. SFAS 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently evaluating the
effect that adoption of the provisions of SFAS 143 will have on its
results of operations and financial position.
In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
which supersedes SFAS No. 121. This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001. This statement is not
expected to have a significant effect on the Company's financial
statements.
F-10
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
The asset will be depreciable in accordance with normal depreciation
policy and the liability will be increased, with a charge to the income
statement, until the obligation is settled. SFAS 143 is effective for
fiscal years beginning after June 15, 2002. The Company is currently
evaluating the effect that adoption of the provisions of SFAS 143 will
have on its results of operations and financial position.
2. IMPACT OF ENRON BANKRUPTCY
Enron declared bankruptcy on December 2, 2001 and on December 31, 2001
Enron owed the Company $1,688,000 in unpaid settlements of its hedging
contracts for the months of November and December 2001. In addition, the
fair value of the Company's forward hedging contracts for the year 2002
was $5,184,000. Based on the uncertainty of collecting either of these
amounts from Enron, the Company decided to write-off the full amount of
$6,872,000 at December 31, 2001. Other comprehensive income includes
unrealized gains of $800,000 on certain derivatives with Enron which were
accounted for as cash flow hedges. These gains will be reclassified into
oil and gas revenues over the original hedge period. The Company will
continue to pursue collection of its claims against Enron (see Note 12 -
Contingencies).
3. ACQUISITION OF INVASION ENERGY INC.
On May 22, 2001, the Company acquired 100% of the outstanding common stock
of Invasion Energy Inc. ("Invasion") through its wholly-owned subsidiary
The Wiser Oil Company of Canada ("Wiser Canada"). The total purchase price
was $37.5 million, which was financed with $22.6 million of cash and $14.9
million of borrowings by Wiser Canada under its credit facility.
The aggregate purchase price is computed as follows (000's):
Aggregate
Purchase Price
--------------
Aggregate purchase price for 100% of
Invasion Common Stock $ 21,419
Nonrecurring cash transaction costs 1,201
--------
Aggregate purchase price $ 22,620
========
The following table represents the allocation of the total purchase price
of Invasion to the acquired assets and liabilities of Invasion (000's).
Allocation of
Aggregate
Purchase Price
--------------
Net working capital $ 1,142
Property and equipment 48,145
Long-term debt (14,928)
Deferred income taxes (11,739)
----------
Aggregate purchase price $ 22,620
==========
Following are the unaudited pro forma results of operations for the
Company for the years ended December 31, 2001 and 2000, as if the
acquisition of Invasion took place on January 1, 2000 (000's):
2001 2000
-------- --------
Revenues ..................................... $101,134 $ 80,340
Expenses ..................................... 89,278 79,116
-------- --------
Net Income ................................... $ 11,856 $ 1,224
======== ========
Earnings per share - Basic ................... $ 0.87 $ 0.07
======== ========
Earnings per share - Diluted ................. $ 0.83 $ 0.07
======== ========
F-11
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
4. GAIN ON SALE OF ASSETS
On June 29, 2001, Wiser Canada entered into an Asset Exchange Agreement to
acquire producing properties and exploration acreage valued at $25.3
million (CDN $38.3 million). Under the Agreement, Wiser Canada exchanged
certain of its producing properties valued at $16.2 million and paid $9.1
million in cash, before closing adjustments. The exchange of producing
properties valued at $16.2 million has been accounted for as a sale of
assets and, accordingly, a gain of $9.5 million has been recognized in the
consolidated statements of income. The $9.1 million cash portion of the
transaction was funded with $4.5 million of cash on hand and $4.6 million
of bank debt.
5. 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.
6. 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 ("Credit Agreement") with Bank One, Texas, N.A. The
Credit Agreement provided the Company with up to a $25 million line
of credit through May 31, 2001. The Credit Agreement was terminated
on May 31, 2001. At December 31, 2000, the amount available for
borrowing, which was based on the Company's oil and gas reserves and
the Company's Borrowing Base at December 31, 2000 was $8 million.
The average interest rate during 2000 under the Credit Agreement was
9.25%. The Credit Agreement imposed certain restrictions on sales of
assets, payment of dividends and incurrence of indebtedness and
required 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 91/2% Senior
Subordinated Notes. At December
F-12
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
31, 2000, restricted cash included $992,000 of escrow deposits which
were restricted to fund the May 15, 2001 interest payment on the
91/2% Senior Subordinated Notes.
c. On May 21, 2001 the Company entered into an $80 million revolving
credit facility ("Revolver") which matures on May 21, 2004. The
aggregate borrowing base under the Revolver is $50 million and is
allocated $30 million for general corporate purposes and $20 million
exclusively for acquisition of oil and gas properties. The $50
million aggregate borrowing base is also allocated $20 million for
Canadian borrowings and $30 million for U.S. borrowings. The
aggregate borrowing base is re-determined by the banks semi-annually
starting in April 2002. At December 31, 2001, the Company had CDN$
30.0 million (USD$ 18.7 million) of Canadian borrowings outstanding
and $30.0 million was available primarily for U.S. borrowings.
Available loan and interest options are (i) Prime Rate Loans, at the
bank's prime interest rate; (ii) Eurodollar Loans, at LIBOR plus
2.125%, 2.375% or 2.625% depending on the percentage of the
borrowing base actually borrowed by the Company; (iii) Canadian
Prime Rate Advances, at the Canadian bank's prime interest rate; and
(iv) Canadian Banker's Acceptances, at the Canadian drawing fee
rate. The average interest rate during the 2001 under the Revolver
was 6.33%. The commitment fee on the unused borrowing base is
0.375%. The Revolver imposes certain restrictions on sales of
assets, payment of dividends, incurring of indebtedness and requires
the Company to maintain a minimum interest coverage ratio of 1.5 and
a minimum working capital ratio of 1.1. Under the Revolver, there is
no requirement to maintain restricted cash balances after May 21,
2001.
The Company paid $12,436,000, $11,964,000 and $12,993,000 in interest
during 2001, 2000 and 1999, respectively.
Long-term debt consists of the following (000's): December 31,
-------------------
2001 2000
-------- --------
2007 Notes - 9.5% interest rate at December 31, 2001 ..... $124,674 $124,600
Revolver - 5.0% interest rate at December 31, 2001 ....... 18,789 --
Credit Agreement ......................................... -- 500
-------------------
143,463 125,100
Less current maturities .................................. -- 500
-------------------
$143,463 $124,600
===================
The annual requirements for reduction of principal of long-term debt
outstanding as of December 31, 2001 are estimated as follows (000's):
2002 ................................................................. $ --
2003 ................................................................. --
2004 ................................................................. 18,789
2005 ................................................................. --
Thereafter ........................................................... 124,674
---------
$ 143,463
=========
F-13
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
7. 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 2001, 2000 or 1999.
Income tax expense (benefit) for the three years ended December 31, 2001
was as follows (000's):
2001 2000 1999
----- ----- -----
Current:
Federal ...................................... $ -- $ -- $(173)
Canadian ..................................... 216 -- --
State ........................................ -- -- --
----- ----- -----
216 -- (173)
----- ----- -----
Deferred:
Federal ...................................... -- -- (686)
Canadian ..................................... (58) -- --
----- ----- -----
(58) -- (686)
----- ----- -----
Total income tax expense (benefit) ............. $ 158 $ -- $(859)
===== ===== =====
A reconciliation of the statutory federal income tax rate to the Company's
effective tax rate follows:
2001 2000 1999
---- ---- ----
Statutory federal income tax rate ............. 34.0% 34.0% 34.0%
Canadian income taxes ......................... 0.2 -- --
Net operating loss ............................ (34.0) (34.0) (28.5)
---- ---- ----
Effective tax rate ............................ 0.2% 0.0% 5.5%
==== ==== ====
The deferred tax liabilities and assets at December 31, 2001 and 2000 were
as follows (000's):
2001 2000
-------- -------
Deferred tax liabilities:
Property and equipment, principally due to differences
in financial and tax reporting basis and the expensing
of intangible drilling costs for tax purposes ............ $ 18,534 $ 5,115
Deferred tax assets:
Net operating loss carryforwards .......................... (6,791) (6,337)
Alternative minimum tax credit carryforwards .............. (3,040) (3,040)
Other ..................................................... (450) ( 193)
-------- -------
Total gross deferred tax assets ......................... (10,281) (9,570)
Less valuation allowance ................................ 2,857 4,455
-------- -------
Net deferred tax assets ................................. (7,424) (5,115)
-------- -------
Net deferred tax liability .................................. $ 11,110 $ --
======== =======
In May 2001, the Company acquired Invasion energy, Inc. and recognized a
Canadian deferred tax liability of $11,739,000 associated with the
acquisition. At December 31, 2001, the Company had a net operating loss
("NOL") for Federal income tax purposes of $19,975,000. 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
F-14
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
recorded tax benefits from such assets. At December 31, 2001, a valuation
allowance of $2,857,000 was provided to reduce deferred tax assets to an
amount equal to deferred tax liabilities for U.S. Federal taxes.
8. 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, 2001:
- ------------------
Capitalized Costs:
Proved properties ........................... $192,266 $130,952 $323,218
Unproved properties ......................... 4,458 15,947 20,405
-------- -------- --------
Total ..................................... 196,724 146,899 343,623
Accumulated DD&A ............................ (76,583) (43,993) (120,576)
-------- -------- --------
Net capitalized cost ........................ $120,141 $102,906 $223,047
======== ======== ========
Costs Incurred during 2001:
Property acquisition ........................ $ 4,276 $ 45,200 $ 49,476
Exploration ................................. 11,041 1,344 12,385
Development ................................. 5,570 13,119 18,689
December 31, 2000:
- ------------------
Capitalized Costs:
Proved properties ........................... $179,203 $ 87,871 $267,074
Unproved properties ......................... 2,030 4,926 6,956
-------- -------- --------
Total ..................................... 181,233 92,797 274,030
Accumulated DD&A ............................ (66,713) (51,909) (118,622)
-------- -------- --------
Net capitalized cost ........................ $114,520 $ 40,888 $155,408
======== ======== ========
Costs Incurred during 2000:
Property acquisition ........................ $ 1,538 $ 2,126 $ 3,664
Exploration /A/ ............................. 4,317 6,020 10,337
Development ................................. 3,107 5,014 8,121
December 31, 1999:
- ------------------
Capitalized Costs:
Proved properties ........................... $172,428 $ 81,791 $254,219
Unproved properties ......................... 1,548 4,557 6,105
-------- -------- --------
Total ..................................... 173,976 86,348 260,324
Accumulated DD&A ............................ (57,587) (47,027) (104,614)
-------- -------- --------
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
/A/ U.S. includes $1,615 for exploration in
Peru, S.A.
F-15
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
9. 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.
The net pension expense and principal assumptions utilized in computing
net pension expense were as follows (000's):
2001 2000 1999
-------- -------- --------
Service cost .................................. $ 58 $ 16 $ --
Interest cost ................................. 686 681 676
Expected return on plan assets ................ (753) (875) (780)
Amortization of prior service cost ............ -- -- --
Amortization of transition obligation ......... (22) (22) (25)
Recognized loss ............................... -- (66) --
-------- -------- --------
Net periodic pension credit ................... $ (31) $ (266) $ (129)
======== ======== ========
Discount rate ................................. 7.25% 7.50% 8.00%
Rate of return on plan assets ................. 8.50% 8.50% 8.50%
Rate of increase in compensation levels ....... 0.00% 0.00% 0.00%
The following table presents the funded status of the Company's pension
plan as of December 31 (000's):
Change in benefit obligations: 2001 2000 1999
-------- -------- --------
Benefit obligation at beginning of year ...... $ 9,295 $ 9,007 $ 9,666
Service cost ................................. 58 16 --
Interest cost ................................ 686 681 676
Actuarial gain (loss) ........................ 497 295 (712)
Benefits paid ................................ (821) (704) (623)
Effect of plan curtailment ................... -- -- --
-------- -------- --------
Benefit obligation at end of year ............ 9,715 9,295 9,007
Change in plan assets:
Fair value of plan assets at beginning of year 9,246 10,643 9,477
Actual return on plan assets ................. (910) (693) 1,789
Employer contributions ....................... -- -- --
Benefits paid ................................ (821) (704) (623)
-------- -------- --------
Fair value of plan assets at end of year ..... 7,515 9,246 10,643
Plan assets over (under) benefits obligations .. (2,200) (49) 1,636
Unrecognized net actuarial loss (gain) ......... 2,350 189 (1,740)
Unrecognized transition obligation ............. -- (21) (43)
Unrecognized prior service cost ................ -- -- --
-------- -------- --------
Net amount recognized .......................... $ 150 $ 119 $ (147)
======== ======== ========
F-16
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
The net amounts recognized in the consolidated balance sheets consist of
the following (000's):
2001 2000 1999
-------- -------- --------
Accrued benefit cost ...................... $150 $119 $(147)
==== ==== =====
10. 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 $135,000,
$88,000 and $99,000, in 2001, 2000 and 1999, respectively.
F-17
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
11. 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, 2001 were $32,678,000 to Highland Energy
Company, $15,718,000 to Nexen Inc. and $9,348,000 to Enron Canada Corp.
which represented 41%, 20% and 12%, respectively, of the Company's total
oil and gas revenues. 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.
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, 2001, 2000 and 1999.
U.S. Canada Total
------- ------- -------
2001:
- -----
Total revenues ................................ $ 50,073 $ 41,497 $ 91,570
Costs and expenses:
Production and operating .................... 21,668 6,736 28,404
Loss on derivatives ......................... 2,094 -- 2,094
DD&A ........................................ 9,297 10,091 19,388
Property impairments ........................ 1,028 1,462 2,490
Exploration ................................. 5,313 2,229 7,542
Other operating ............................. 18,472 2,974 21,446
-------- -------- --------
Total costs and expenses .................. 57,872 23,492 81,364
-------- -------- --------
Earnings (loss) before income taxes ........... (7,799) 18,005 10,206
Income tax expense (benefit) .................. -- 158 158
-------- -------- --------
Net income (loss) ............................. $ (7,799) $ 17,847 $ 10,048
======== ======== ========
At year end:
Property and equipment, net of accumulated DD&A $120,789 $102,875 $223,664
======== ======== ========
Total assets .................................. $142,719 $116,071 $258,790
======== ======== ========
F-18
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
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
======== ======== ========
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
-------- -------- --------
Loss before income taxes ...................... (15,108) (607) (15,715)
Income tax benefit ............................ (859) -- (859)
-------- -------- --------
Net 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
======== ======== ========
12. 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.
The Company has filed motions against Enron North America ("ENA") and
Enron Corporation to collect amounts owed the Company under hedging
contracts. ENA is a wholly-owned subsidiary of Enron Corporation and Enron
Corporation has provided the Company with a $10 million guarantee on
behalf of ENA. These motions seek to establish a separate cash management
system for ENA and to settle debtor claims against ENA separately from
Enron Corporation. Pursuant to the Company's motions, an examiner has been
appointed to examine ENA cash transactions and the court is currently
waiting on the examiner's report before taking further action on the
Company's motion.
In January 2002 the Company was notified by a gas marketing company that
it would not pay the Company approximately $730,000 owed to Wiser for its
November 2001 gas sales because the gas marketing company claimed it had
not been paid by Enron Corporation. The Company believes that the gas
marketing company has no basis under the gas sales contract to withhold
payment and has demanded the $730,000 payment in writing. The Company
believes the $730,000 account receivable from the gas marketing company is
100% collectible and will pursue all legal remedies available to collect
the amount owed.
F-19
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
13. 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, 2001, 2000 and 1999 and changes during the years then ended
follows:
2001 2000 1999
------------------------- ------------------------- ------------------------
Exercise Exercise Exercise
Shares Price/1/ Shares Price/1/ Shares Price/1/
----------- ------- ----------- ------- ----------- -------
Outstanding at beginning of year ........... 1,111,075 $13.54 1,218,575 $13.68 1,027,350 $15.61
Granted .................................... 162,500 6.58 -- -- 223,825 4.96
Exercised .................................. (5,000) 5.00 -- -- -- --
Expired and cancelled ...................... (358,000) 16.57 (107,500) 15.14 (32,600) 14.71
----------- ------ ----------- ------ ----------- ------
Outstanding at end of year ................. 910,575 $11.15 1,111,075 $13.54 1,218,575 $13.68
=========== ====== =========== ====== =========== ======
Exercisable at end of year ................. 813,075 $11.74 1,111,075 $13.54 1,137,450 $13.27
=========== ====== =========== ====== =========== ======
Fair value of options granted/1/ ........... $ 3.35 $ -- $ 1.02
====== ====== ======
/1/ Weighted average per option granted.
376,325 of the options outstanding at December 31, 2001 have exercise
prices between $3.50 and $10.00, with a weighted average exercise price of
$5.66 and a weighted average remaining contractual life of 9.0 years.
278,825 of the $3.50 to $10.00 options are currently exercisable with a
weighted average exercise price of $5.46. 394,250 of the options
outstanding at December 31, 2001 have exercise prices between $11 and $15,
with a weighted average exercise price of $14.16 and a weighted average
remaining contractual life of 4.7 years. All of the $11 to $15 options are
currently exercisable with a weighted average exercise price of $14.16.
The remaining 140,000 options have exercise prices between $15 and $20,
with a weighted average exercise price of $17.42 and a weighted average
contractual life of 3.7 years. 140,000 of the $15 to $20 options are
currently exercisable with a weighted average exercise price of $17.42.
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:
2001 2000 1999
---- ---- ----
Risk free interest rate .............. 4.76 to 5.40% N/A 5.71%
Expected dividend yields ............. 0.00% N/A 0.00%
Expected lives, in years ............. 10.00 N/A 5.00
Expected volatility .................. 27.74% N/A 48.11%
F-20
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
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:
2001 2000 1999
---- ---- ----
Net income (loss) - as reported (in thousands) ...... $ 6,178 $ 3,487 $ (14,856)
Net income (loss) - pro forma (in thousands) ........ 5,921 3,354 (15,186)
Earnings (loss) per share - as reported ............. 0.67 0.39 (1.66)
Earnings (loss) per share - pro forma ............... 0.65 0.37 (1.70)
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, 2001, 75,000 SARs were
outstanding with an exercise price of $7.00 per share, 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, 2001.
14. 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. On June 1, 2001,
the Company sold an additional 396,000 shares of Series C Cumulative
Convertible Preferred Stock ("Preferred Stock") to Wiser Investors, L.P.,
a Delaware limited partnership ("Investors") for $9.9 million or $25 per
share and 4,000 shares of Preferred Stock to A. Wayne Ritter for $100,000
or $25 per share. Wiser Investment Company, LLC ("WIC") is the general
partner of Investors. 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 in May 2000 and $10.0 million in net proceeds from the sale of
preferred stock in June 2001.
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 741,716 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 until May
26, 2002 and will expire on May 26, 2007. The warrants were recorded based
on their relative fair value to the Preferred Stock at the time of
issuance.
F-21
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
In connection with the issuance of $10 million of preferred stock in June
2001, a preferred stock discount was recorded because the market price of
the Company's common stock exceeded the $4.25 conversion price on the date
the preferred stock was issued. This discount is being amortized as a
reduction of net income available to common stock until the redemption
date of May 26, 2003. If the preferred stock is converted prior to May
2003, the unamortized discount will be recognized in the period of
conversion.
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 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.
F-22
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
15. 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, 2001, 2000 and 1999, respectively, consist of the following
(in thousands, except per share data):
2001 2000 1999
-------- -------- --------
Net income (loss) .................................. $ 10,048 $ 4,120 $(14,856)
Less preferred dividends ........................... (1,460) (633) -
Less amortization of preferred stock discount ...... (2,410) - -
-------- -------- --------
Net income (loss) available to common stock ........ 6,178 3,487 (14,856)
Plus: Income impact of assumed conversions:
Dividends and amortization on preferred stock .... 3,870 633 -
-------- -------- --------
Net income (loss) available to common plus
assumed conversions ............................ $ 10,048 $ 4,120 $(14,856)
======== ======== ========
Basic weighted average shares ...................... 9,161 8,963 8,952
Effect of dilutive securities:
Convertible preferred stock ...................... 4,903 2,127 -
Warrants ......................................... 206 - -
Stock options .................................... 53 - -
-------- -------- --------
Diluted weighted average shares .................... 14,323 11,090 8,952
======== ======== ========
Net Income (Loss) per Share:
Basic ............................................ $ 0.67 $ 0.39 $ (1.66)
Diluted .......................................... $ 0.67 $ 0.37 $ (1.66)
The effect of the convertible preferred stock for the year ended December 31,
2001 and the year ended December 31, 1999 was antidilutive.
F-23
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
16. 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, 2001 (Parent) Guarantors Adjustments Total
--------- ---------- ------------- --------
(000's)
Revenues:
Oil and gas sales $ 48,552 $ 31,792 $ - $ 80,344
Other 1,521 9,705 - 11,226
-------- -------- --------- --------
Total revenues 50,073 41,497 - 91,570
-------- -------- --------- --------
Costs and Expenses:
Production and operating 21,668 6,736 - 28,404
Loss on derivatives 2,094 - - 2,094
DD&A and impairments 10,325 11,553 - 21,878
Exploration 5,313 2,229 - 7,542
General and administrative 5,744 2,338 - 8,082
Interest expense 12,728 636 - 13,364
-------- -------- --------- --------
Total Expenses 57,872 23,492 - 81,364
-------- -------- --------- --------
Income (Loss) Before Taxes (7,799) 18,005 - 10,206
-------- -------- --------- --------
Net Income (Loss) $ (7,799) $ 17,847 $ - $ 10,048
======== ======== ========= ========
F-24
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
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
======== ======== ========= ========
Condensed Income Statement for the
Year Ended December 31, 1999
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)
======== ======== ========= ========
F-25
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
Condensed Statement of Cash Flows for Wiser Oil Subsidiary Consolidation
The Year Ended December 31, 2001 (Parent) Guarantors Adjustments Total
--------- ---------- ------------- --------
(000's)
Cash Flows From Operating Activities:
Net income (loss) $ (7,799) $ 17,847 $ - $ 10,048
Add back reconciling items 11,040 3,100 - 14,140
Other changes 5,492 (3,774) - 1,718
-------- -------- -------- --------
Operating Cash Flows 8,733 17,173 - 25,906
-------- -------- -------- --------
Cash Flows From Investing Activities:
Capital expenditures (17,532) (58,567) - (76,099)
Proceeds from property sales - 219 - 219
-------- -------- -------- --------
Investing Cash Flows (17,532) (58,348) - (75,880)
-------- -------- -------- --------
Cash Flows From Financing Activities:
Intercompany transfers (18,475) 18,475 - -
Borrowings of long-term debt - 19,536 - 19,536
Repayments of long-term debt (500) - - (500)
Preferred stock issued, net of costs 10,000 - - 10,000
Other (424) - - (424)
-------- -------- -------- --------
Financing Cash Flows (9,399) 38,011 - 28,612
-------- -------- -------- --------
Effect of exchange rate changes on
cash and cash equivalents -- (123) - (123)
-------- -------- -------- --------
Net Increase (Decrease) in Cash (18,198) (3,287) - (21,485)
Cash and Cash Equivalents, beginning of year 29,518 4,626 - 34,144
-------- -------- -------- --------
Cash and Cash Equivalents, end of year $ 11,320 $ 1,339 $ - $ 12,659
======== ======== ======== ========
Condensed Statement of Cash Flows for
The Year Ended December 31, 2000
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
======== ======== ======== ========
F-26
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
Condensed Statement of Cash Flows for Wiser Oil Subsidiary Consolidation
The Year Ended December 31, 1999 (Parent) Guarantors Adjustments Total
--------- ---------- ------------- ---------
(000's)
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
========= ========= ========= =========
Condensed Balance Sheets
December 31, 2001
Assets:
Current assets $ 18,786 $ 13,198 $ - $ 31,984
Net property and equipment 120,789 102,875 - 223,664
Other assets 79,536 - (76,394) 3,142
--------- --------- --------- ---------
Total Assets $ 219,111 $ 116,073 $ (76,394) $ 258,790
========= ========= ========= =========
Liabilities and Stockholders' Equity:
Current liabilities $ 9,729 $ 9,778 $ - $ 19,507
Long-term debt 124,674 18,789 - 143,463
Deferred income taxes - 11,110 - 11,110
Stockholders' equity 84,708 76,396 (76,394) 84,710
--------- --------- --------- ---------
Total Liabilities and Stockholders' Equity $ 219,111 $ 116,073 $ (76,394) $ 258,790
========= ========= ========= =========
F-27
THE WISER OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
December 31, 2001, 2000 and 1999
Condensed Statement of Cash Flows for Wiser Oil Subsidiary Consolidation
The Year Ended December 31, 2000 (Parent) Guarantors Adjustments Total
--------- ---------- ------------- ---------
(000's)
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-28
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2001, 2000 and 1999 (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.
17. 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-29
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2001, 2000 and 1999 (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, 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
Revisions of previous estimates ..... (5,830) 579 (5,251) (3,324) (657) (3,981)
Properties sold and abandoned ....... -- (485) (485) -- (7,739) (7,739)
Reserves purchased in place ......... -- 1,166 1,166 -- 34,822 34,822
Extensions and discoveries .......... 346 560 906 7,514 1,248 8,762
Production .......................... (992) (751) (1,743) (5,627) (4,372) (9,999)
------ ----- ------ ------ ------ ------
Balance December 31, 2001 ............. 13,881 5,203 19,084 51,258 46,715 97,973
====== ===== ====== ====== ====== ======
Proved Developed Reserves at
December 31, /1/:
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
2001 12,849 4,390 17,239 44,656 24,923 69,579
/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 136 MBBL and 826 MMCF for
1999, 105 MBBL and 593 MMCF for 2000 and 118 MBBL and 1,060 MMCF for 2001.
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: 2001 - $17.24/BBL for oil and
$2.26/MCF for gas, 2000 - $25.18/BBL for oil and $9.72/MCF for gas, and 1999 -
$23.76/BBL for oil and $1.99/MCF for gas.
F-30
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2001, 2000 and 1999 (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, 2001:
- ------------------
Future cash flows .................................... $ 366,650 $ 207,265 $ 573,915
Future production and development costs .............. (216,998) (68,635) (285,633)
Future income tax expense ............................ (19,930) (19,393) (39,323)
----------- ----------- -----------
Future net cash flows ................................ 129,722 119,237 248,959
10% Annual discount for estimated timing of cash flows (63,395) (46,203) (109,598)
----------- ----------- -----------
Standardized measure of discounted cash flows ........ $ 66,327 $ 73,034 $ 139,361
=========== =========== ===========
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
=========== =========== ===========
F-31
THE WISER OIL COMPANY
Supplemental Financial Information
For the years ended December 31, 2001, 2000 and 1999 (Unaudited)
The following are the sources of changes in the standardized measure of
discounted net cash flows (000's):
2001 2000 1999
--------- --------- ---------
Standardized measure, beginning of year .............. $ 360,876 $ 176,916 $ 113,232
Sales, net of production costs ....................... (47,425) (42,890) (26,248)
Net change in price and production costs ............. (295,427) 228,462 151,018
Reserves purchased in place .......................... 48,155 5,518 2,503
Extensions, discoveries and improved recoveries ...... 11,229 76,239 13,208
Change in future development costs ................... 5,732 1,275 (355)
Revisions of previous quantity estimates and disposals (20,313) (9,013) (6,576)
Sales of reserves in place ........................... (40,768) (3,149) (27,429)
Accretion of discount ................................ 47,974 22,254 12,383
Changes in timing and other .......................... (28,015) (630) (19,794)
Net change in income taxes ........................... 97,943 (94,106) (35,026)
--------- --------- ---------
Standardized measure, end of year .................... $ 139,361 $ 360,876 $ 176,916
========= ========= =========
18. UNAUDITED QUARTERLY FINANCIAL DATA
The supplementary financial data in the table below for each quarterly
period within the years ended December 31, 2001 and 2000 are derived from
the unaudited consolidated financial statements of the Company.
Net Earnings
Income (Loss)
Revenues (Loss) Per Share
-------- ------ ---------
(000's) (000's)
2001:
First quarter ........ $ 24,499 $ 6,096 $ 0.64
Second quarter ....... 29,482 10,231 1.05
Third quarter ........ 21,637 2,379 0.10
Fourth quarter ....... 15,952 (8,658) (1.11)
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
F-32