<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 12, 1997
THE WISER OIL COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-5426 55-0522128
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
8115 PRESTON ROAD, SUITE 400
DALLAS, TEXAS 75225
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 265-0080
<PAGE>
Item 5. OTHER EVENTS.
On November 12, 1997, The Wiser Oil Company (the "Company") announced its
results of operations for the three months and nine months ended September 30,
1997. The Company reported a net loss for the quarter ended September 30, 1997
of $1.9 million, or $0.21 per share, on revenues of $17.8 million, compared with
net income of $2.4 million, or $.27 per share, on revenues $19.5 million for the
comparable period of the prior year. The results of operations for the quarter
ended September 30, 1997 were impacted by lower production rates, higher
exploration costs, increased depreciation, depletion and amortization charges,
interest expense and lower oil prices. The Company did not have any marketable
security sales gains in the third quarter of 1997 compared to $0.8 million of
gains in the third quarter of 1996.
As a result of the lower actual production rates for the quarter ended
September 30, 1997, the Company adjusted its anticipated rate of net production
for the year ending December 31, 1997 to 4.8 MBOE, representing a 6% reduction
from the Company's previous estimate for 1997 of 5.1 MBOE. Lower than expected
production primarily from the Company's Canadian properties, the Wellman Unit,
the Welder Ranch and the Maljamar properties resulted in a decrease in net
production on an oil equivalent basis to 1,112 MBOE in the third quarter of 1997
from 1,146 MBOE in the second quarter of 1997 (a 3% decrease) and from 1,207
MBOE in the third quarter of 1996 (an 8% decrease). Weather delays, compressor
problems, well shut in due to lack of availability of workover rigs and drilling
delays due to rig shortages caused lower production rates from the Company's
Canadian properties in the third quarter and nine months of 1997. Since
September 30, 1997, however, the Company's average daily net production on an
oil equivalent basis from its Canadian properties increased by approximately 320
BOE over the average daily net production for the third quarter of 1997. The
Company anticipates that net production from its Canadian properties will
steadily increase during the remainder of 1997 as a result of drilling activity
at its Provost and Beatton River/Elm properties. The lower than expected
production at the Wellman Unit during the third quarter of 1997 was due
primarily to lack of well bore integrity in several older wells which were
recompleted in the second quarter of 1997 and the mechanical failure of a well
that had average daily gross production of approximately 318 BOE. Two new wells
were completed on the Wellman Unit during October 1997 resulting in increased
average daily gross production. Wiser intends to drill a third new well in
December, 1997 to offset lower production. Lower than projected production
rates from the Welder Ranch was due in part to fewer well completions during the
third quarter of 1997 than originally forecasted as a result of weather delays
and rig availability, coupled with testing unproved areas of the field. In
addition, the Company was unable to commingle multiple producing zones. Each of
the three units at the Maljamar Properties have been to a different degree
affected by the timing of response to water injection, timing of project
development, and actual performance contributing to lower than expected
production rates.
United States Exploration. During the quarter ended September 30, 1997,
the Company drilled and completed in the United States 25 gross wells of which
four were oil, 17 were gas,
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<PAGE>
and four were dry. For the nine months ended September 30, 1997, the Company
drilled and completed in the United States 77 gross wells of which 42 wells were
oil, 28 were gas, and seven were dry. In September 1997, the Company purchased
an additional working interest in the Welder Ranch prospect. The purchase
increases the Company's total working interest in the Welder Ranch to 60% in
16,400 gross acres. Since the acquisition of the property in the second quarter
of 1997, nine wells have been drilled, seven of which were successful. An
additional four to five wells are expected to be drilled on the Welder Ranch
prospect by the end of 1997. Recently, the Company acquired an 85% interest in
an oil and gas lease located on the Roche Ranch covering approximately 15,300
gross acres. The lease is approximately 25 miles south of the Welder Ranch
project, and adjacent to the Company's Terrell Ranch prospect on which a 3-D
seismic survey has already been completed. Drilling on the Roche Ranch prospect
is expected to commence when a second rig arrives in January 1998. A 3-D seismic
survey has been completed at the Blanco Creek project, and is currently being
processed. Additional seismic surveys are scheduled to begin on the Fitzsimmons
prospect in December 1997 and on Roche Ranch for the first quarter of 1998.
Canadian Exploration. During the third quarter of 1997, the Company
drilled nine gross wells, of which eight were oil and one was dry. For the nine
months ended September 30, 1997, the Company drilled 27 wells of which 18 were
oil, four were gas and five were dry. The Provost project, in Southeast
Alberta, is currently the focus of the Company's Canadian exploration activity.
To date, 19 oil wells have been completed and ten of the wells are producing on
this project. Six more wells are expected to start production by the end of
1997, followed by three more expected in January 1998. The Company is the
operator and has a 50% working interest in the W3W pool and expects to drill
three to four wells in the pool on 10-acre spacing. A well is expected to be
drilled at Kaybob South prospect as a follow-up to a winter completion in the
Cretaceous formation. At Beatton River/Elm, a stepout well drilled during fall
1997 is being placed on production and the discovery well drilled in December of
1996 will go on stream by January 1, 1998.
Disclosure Regarding Forward-Looking Statements. All statements other than
statements of historical facts included in this Current Report on Form 8-K,
including without limitation statements regarding increases in oil and gas
production, the number of wells anticipated to be drilled in 1997 and thereafter
and the Company's plans and objectives for future operations, are "forward-
looking statements" within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. 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
fluctuations in oil and gas prices, drilling and operating risks, general
economic conditions, competition and domestic and foreign government
regulations. All subsequent written or oral
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<PAGE>
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 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Item Exhibit
---- -------
99 Press Release, dated November 12, 1997
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE WISER OIL COMPANY
Date: November 21, 1997 By: /s/ Andrew J.Shoup, Jr.
----------------------------------
Andrew J. Shoup, Jr.
President and Chief Executive Officer
-5-
<PAGE>
INDEX TO EXHIBITS
Item
Number Exhibit
- ------ -------
99 Press Release, dated November 12, 1997
<PAGE>
EXHIBIT 99
[LOGO OF THE WISER OIL COMPANY APPEARS HERE]
[LETTERHEAD OF THE WISER OIL COMPANY APPEARS HERE]
Page 1 of 6.
NEWS RELEASE
FOR IMMEDIATE RELEASE: NOVEMBER 12, 1997 FOR FURTHER INFORMATION:
Virginia L. Cleveland
TELEPHONE: 214/360-3564
E-MAIL: [email protected]
WISER OIL COMPANY REPORTS THIRD QUARTER RESULTS
Dallas, Texas, November 12, 1997 -- The Wiser Oil Company (NYSE: WZR) reported
today a net loss as expected for the quarter ended September 30, 1997 of $1.9
million, or $0.21 per share on revenue of $17.0 million compared with net income
of $2.4 million, or $0.27 per share on revenues of $19.5 million for the prior
year's quarter. The net loss for the third quarter 1997, reflected no
securities transactions; however, in the comparable 1996 third quarter, net
income before gains from securities and property sales was $1.9 million or $0.21
per share.
For the nine months ended September 30, 1997, the Company had net income of $2.3
million or $0.26 per share on revenue of $60.4 million compared with a net loss
of $1.4 million or $0.16 per share on revenue of $59.4 million in 1996. Before
non-cash impairments and gains from securities and property sales, the net loss
for the nine months was $0.8 million or $0.08 per share for 1997 compared to net
income of $2.4 million or $0.27 per share for same period in 1996.
Cash flow from operations for the quarter, before working capital changes and
taxes associated with securities and property sales, was $4.6 million, or $0.51
per share for the third quarter 1997 compared to $8.4 million, or $0.94 per
share in 1996. For the nine months, cash flow from operations, before working
capital changes and taxes associated with securities and property sales, was
unchanged from the prior year at $21.7 million or $2.43 per share.
"While Wiser is working to resolve the production shortfall problems that
contributed to recent quarterly losses, our exploration program continues to
increase significantly," said Andrew J. Shoup, Jr. President and Chief Executive
Officer. "Wiser plans to increase exploration and exploitation drilling in 1998
to evaluate the prospect inventory developed from over 350 square miles of
current and planned 3-D seismic surveys."
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<PAGE>
Wiser Oil Company
Page 2 of 6.
As previously disclosed, net income before gains and non-cash impairments, and
cash flow for the quarter and the nine months, decreased due to higher
exploration costs; increased depreciation, depletion and amortization charges;
and interest expense. Oil revenues for the third quarter were down $2.4 million
because of lower oil production and prices. During the quarter, no securities
from the Company's securities portfolio were liquidated. The securities
portfolio, $6.5 million at September 30, 1997, is expected to be liquidated by
year-end.
PRODUCTION AND PRICES
- ---------------------
A number of circumstances led to lower production rates for the third quarter
which decreased by eight percent or 95,000 barrels of oil equivalent (MBOE) from
the same quarter last year and was 34 MBOE under the second quarter 1997
production. For the nine months ended September 30, 1997 production was
unchanged over the prior year at 3.6 MMBOE. Wiser had anticipated production
rates of approximately 4.2 MMBOE for the nine months of 1997. Due to the
factors discussed below, Wiser currently expects that 1997 production will be
approximately 4.8 MMBOE.
The lower than expected production occurred primarily in Canada, at the Wellman
Unit in West Texas, Welder Ranch in South Texas and at the Maljamar Field in New
Mexico. Canadian operations produced 273 MBOE during the third quarter, an
increase of 8% from the second quarter 1997. For the nine months ended
September 30, 1997 Canada produced 796 MBOE. In Canada, weather delays,
compressor problems, wells shut in due to workover rig availability, and
drilling delays due to rig shortages, all combined for reductions in the third
quarter and nine months production rates. Since the end of the third quarter,
Canadian production has increased significantly. By November 10, 1997, Canadian
production has increased by approximately 320 BOEPD over the third quarter and
significant drilling activity at Provost and Beatton River/Elm is expected to
steadily increase production during the remainder of the year.
Wellman's production was 124 MBOE for the third quarter 1997, down 7% from
production in the second quarter 1997. For the nine months ended September 30,
1997 Wellman produced 404 MBOE. The reduced production at Wellman during the
third quarter is due primarily to the lack of well bore integrity in several
older wells in which recent recompletion attempts were made and mechanical
failure of a well producing 318 gross BOEPD. Prior to drilling two new wells
during the third quarter, production was approximately 1,250 gross BOPD; most
recently, production rates have improved and are approaching 1,700 gross BOPD
per day. In addition, Wiser has plans to drill a third new well in December to
further alleviate the production shortfall. The work should be completed by
late January 1998, at which time, production is expected to return to optimum
levels.
Welder Ranch added 77 MBOE to total production in the third quarter of 1997
which is significantly less than was projected when the property was acquired in
late June 1997. Some of the reduced production was due to fewer well
completions during the third quarter than originally forecasted. Weather delays
and rig availability, coupled with testing unproven areas of the field delayed
additional drilling. In addition, the Company's inability to commingle multiple
producing zones in order to accelerate production rates caused lower than
expected producing rates. Non-operator approval is required in order to
commingle production. To date, approval to commingle has not been received, but
discussions are ongoing.
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<PAGE>
Wiser Oil Company
Page 3 of 6.
The Maljamar area units produced 239 MBOE for the third quarter 1997, down 6%
from the second quarter. For the nine-month period ending September 30, 1997,
the Maljamar Field produced 817 MBOE. By August 1997, average production
declined to 2,400 gross BOPD. By November 1997, producing rates for the
Maljamar project have increased to 3,000 gross BOPD. Each of the three units at
the Maljamar Field has been to a different degree affected by timing of response
to water injection, timing of project development, and actual performance. The
Company plans to complete all scheduled drilling and water injection work by the
end of the first quarter 1998.
For the quarter, the average price the Company realized for its oil production
was $17.30 per barrel, down nine percent from the $18.95 per barrel average for
the third quarter in 1996. The average price the Company realized for its
natural gas for the quarter was $1.97 per MCF, up thirty percent from $1.52 per
MCF for the prior year. Commodity hedging activities had a negative impact on
revenues of $0.3 million for the quarter and $2.1 million for the nine months in
1997 versus a negative impact of $1.9 million and $4.5 million for the prior
year, respectively. The Company continues to have approximately 2,000 BOPD,
representing 32% of daily output hedged through December 31, 1997.
U. S. EXPLORATION AND DEVELOPMENT
- ---------------------------------
During the quarter, Wiser US drilled and completed twenty-five gross wells of
which four were oil, seventeen were gas, and four were dry. For the nine
months, the Company drilled and completed seventy-seven gross wells of which
forty-two wells were oil, twenty-eight were gas, and seven were dry.
During the third quarter, the Company continued to expand its exploration
program in the Texas Gulf Coast Region. In September, Wiser purchased an
additional working interest in the Welder Ranch prospect. The purchase
increases the Company's total working interest in Welder Ranch to 60% in 16,400
gross acres. Drilling activity continues to accelerate on the Welder project.
Since the property was acquired during the second quarter, nine wells have been
drilled; seven of which are successful. Another 4 to 5 wells are expected to be
drilled by year-end. In 1998, Wiser plans to drill more than seventy-five wells
on the Welder Ranch and additional prospects along this same trend. Recently,
Wiser acquired an 85% interest in an oil and gas lease located on the Roche
Ranch covering approximately 15,300 gross acres. The lease is approximately
twenty miles south of the Welder Ranch project, and adjacent to the Company's
Terrell Ranch prospect on which 3-D has already been completed and drilling will
commence when a second rig arrives in January 1998. A 3-D shoot has been
completed at the Blanco Creek project, and is currently being processed.
Additional seismic surveys are scheduled to begin on the Fitzsimmons prospect in
December 1997 and on Roche Ranch in the first quarter 1998. The Company
continues to see more promising drilling opportunities along the Texas Gulf
Coast. Accordingly, Wiser will explore potential prospects along the same
geologic trend.
Seismic surveys are an integral part of Wiser's exploration program. In
addition to the 3-D program in South Texas, the Company has seismic surveys
scheduled for the following prospects: Slash Ranch and Panther Bluff in West
Texas; West Little Crow in West Feliciana Parish, Louisiana; Bison Ridge in
Lafayette Parish, Louisiana; and Castleberry prospect in Conecuh County,
Alabama.
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<PAGE>
Wiser Oil Company
Page 4 of 6.
CANADIAN EXPLORATION AND DEVELOPMENT
- ------------------------------------
During the third quarter, Wiser Canada drilled nine gross wells, of which eight
were oil and one was dry. For the nine months, the Canadian subsidiary drilled
twenty-seven wells, of which eighteen were oil, four were gas and five were dry.
Wiser Canada increased both exploration activities and production levels during
the third quarter. The Provost project, in Southeast Alberta, is currently the
focus of Wiser's exploration activity in Canada. To date, nineteen oil wells
have been completed, and ten of the wells are already on production. Six more
wells are expected to start production by year-end, followed by three more in
January 1998. Wiser Canada is the operator of the W3W Pool and has a 50%
working interest in this project. Because of the number of potential drilling
locations in this and other areas, the Company maintains a rig under contract
through the end of July 1998. Over the next several weeks, another 3 to 4 wells
are expected to be drilled in the W3W Pool on 10-acre spacing. In total, Wiser
Canada has 10,600 gross acres under lease within the Provost area. The recently
completed oil wells in Section 27 and 28 are producing approximately 1,000 gross
BOPD (500 BOPD net).
Wiser Canada has a number of other exciting projects pending. Freeze-up,
normally mid-November through March, is prime drilling season in many remote
areas. Drilling and development projects in Kaybob South, Beatton River/Elm and
Ferrier/Sunchild are expected to be completed during the winter season. A well
will be drilled at Kaybob South prospect as a follow up to a winter completion
in the Cretaceous formation. At Beatton River/Elm, a step out well drilled
during the fall is being placed on production and the discovery well drilled
last December will go on stream by January 1, 1998. Additional drilling is
expected to commence in January 1998. When completed, these wells will be tied
into production facilities and an infill-drilling program will commence after
freeze up. At Ferrier/Sunchild, a well was completed and produced a significant
amount of gas with water, but will require additional work to shut off the
water. The Company plans to drill a follow up well on this high potential
prospect in the next few months.
Organized in 1905, Wiser is an independent energy company engaged in
exploration, production and acquisition of crude oil and natural gas reserves
primarily in the United States and Canada. Wiser operates on a philosophy of
moderate risk exploration and strategic acquisitions.
Some matters set forth herein are forward-looking statements that involve
certain risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements. Potential risks and
uncertainties include such factors as oil and gas prices, well completions and
production levels within estimated ranges. Investors are directed to consider
other risks and uncertainties discussed in documents filed by the Company with
the Securities and Exchange Commission.
FOR MORE INFORMATION ON THE WISER OIL COMPANY VIA FACSIMILE AT NO COST, DIAL 1-
800-PRO-INFO AND ENTER THE COMPANY CODE WZR.
FINANCIAL HIGHLIGHTS FOLLOW
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Wiser Oil Company
Page 5 of 6.
WISER OIL COMPANY
(and Consolidated Subsidiaries)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------- ---------------------------------
(UNAUDITED) (UNAUDITED)
1997 1996 CHANGE 1997 1996 CHANGE
---------- --------- ------ --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Total Production (MBOE) 1,112 1,207 (8) 3,556 3,556 0
Oil (MBBL) 570 645 (12) 1,830 1,763 4
Gas (MMCF) 2,911 2,836 3 8,974 9,226 (3)
Natural Gas Liquids (MBBL) 57 90 (37) 230 255 (10)
Average oil price/BBL $ 17.30 $ 18.95 (9) $ 18.17 $ 18.40 (1)
Average gas price/MCF 1.97 1.52 30 2.14 1.58 35
Average natural gas liquids price/BBL 13.67 13.32 3 13.89 12.39 12
INCOME STATEMENT DATA
- ---------------------
(In thousands, except per share and %
change data)
REVENUES
- --------
Oil and condensate $ 9,863 $12,217 (19) $33,267 $32,428 3
Natural gas 5,727 4,304 33 19,174 14,583 31
Natural gas liquids 782 1,192 (34) 3,200 3,165 1
Security sale gains -- 805 (100) 1,813 7,637 (76)
Other income 655 950 (31) 2,972 1,575 89
------- ------- ------- -------
TOTAL REVENUES 17,027 19,468 (13) 60,426 59,398 2
EXPENSES
- --------
Production and operating 6,407 6,606 (3) 19,968 18,097 10
Purchased gas 377 272 39 1,150 914 26
Depreciation, depletion and 5,318 4,922 8 16,328 14,772 11
amortization
Impairment -- -- 0 -- 12,112 (100)
Exploration 2,181 805 171 6,320 3,001 111
General and administrative 2,225 1,900 17 7,156 6,840 5
Interest expense 3,289 1,391 136 6,644 4,119 61
------- ------- ------- -------
TOTAL EXPENSES 19,797 15,896 25 57,566 59,855 (4)
EARNINGS BEFORE INCOME TAXES (2,770) 3,572 (178) 2,860 (457) 726
INCOME TAX EXPENSE
- ------------------
Current (472) 246 (292) 512 1,104 (54)
Deferred (420) 881 (148) 29 (150) 119
------- ------- ------- -------
Total Income Tax Expense (892) 1,127 (179) 541 954 (43)
NET INCOME (LOSS) $(1,878) $ 2,445 (177) $ 2,319 $(1,411) 264
======= ======= ======= =======
Shares outstanding 8,950 8,939 -- 8,950 8,939 --
SHARE INFORMATION
- -----------------
EARNINGS (LOSS) PER SHARE $ (0.21) $ 0.27 (177) $ 0.26 $ (0.16) 264
Dividends per share 0.03 0.03 0 0.09 0.09 0
</TABLE>
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Wiser Oil Company
Page 6 of 6.
WISER OIL COMPANY
(AND CONSOLIDATED SUBSIDIARIES)
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED BALANCE SHEETS
- -------------------------------------
(In thousands, except % change data)
(UNAUDITED)
SEPT. 30, DEC. 31, %
1997 1996 Change
--------- -------- ------
<S> <C> <C> <C>
ASSETS
- ------
Current assets $ 32,514 $ 21,723 50
Marketable securities, at market value 6,512 7,176 (9)
Property, net 214,199 179,718 19
Other assets 4,423 -- 100
-------- --------
$257,648 $208,617 24
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities $ 20,354 $ 18,230 12
Long term debt 124,280 78,654 58
Other liabilities 12,459 12,471 (0)
Stockholders' Equity 100,555 99,262 1
-------- --------
$257,648 $208,617 24
======== ========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
- ----------------------------------------------
(IN THOUSANDS, EXCEPT % CHANGE DATA)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------- ---------------------------------
(UNAUDITED) % (UNAUDITED) %
1997 1996 Change 1997 1996 CHANGE
---------- -------- --------- -------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $ (1,878) $ 2,445 (177) $ 2,319 $ (1,411) 264
Noncash charges 4,954 5,813 (15) 16,402 26,730 (39)
Exploration expense 2,181 805 171 6,320 3,001 111
Security and property sale gains, net (155) (881) (82) (3,750) (7,752) (52)
Changes in working capital, net 3,509 30 n/m 4,367 1,076 306
-------- -------- -------- --------
OPERATING CASH FLOW 8,611 8,212 5 25,658 21,644 19
-------- -------- -------- --------
Capital and exploration expenditures (17,537) (11,855) 48 (58,299) (31,838) 83
Proceeds from securities & property 162 960 (83) 5,036 8,548 (41)
sales
Common stock issued -- -- 0 162 0 100
Dividends paid (269) (269) 0 (806) (805) 0
Increase (reduction) in long term debt -- 2,547 (100) 46,346 2,829 n/m
Debt issuance costs and fees (320) -- (100) (5,210) 0 (100)
-------- -------- -------- --------
Net cash flow (9,353) (405) n/m 12,887 378 n/m
Beginning cash and cash equivalents 28,110 2,180 n/m 5,870 1,397 320
-------- -------- -------- --------
ENDING CASH AND CASH EQUIVALENTS $ 18,757 $ 1,775 n/m $ 18,757 $ 1,775 n/m
======== ======== ======== ========
</TABLE>
-END-
