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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 1999
THE WISER OIL COMPANY
(Exact name of registrant as specified in is charter)
Delaware 0-5426 55-0522128
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
8115 Preston Road, Suite 400
Dallas, Texas 75225
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (214) 265-0080
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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THE WISER OIL COMPANY
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
On April 12, 1999, the Company entered into a Purchase and Sale
Agreement with Columbia Natural Resources to sell all of the Company's oil and
gas properties in Kentucky, Tennessee and West Virginia (the "Appalachia
Properties") for approximately $28 million effective as of April 1, 1999. The
sale closed on May 12, 1999. The oil and gas properties comprising the
Appalachia Properties represented approximately 15% of the Company's total
proved oil and gas reserves at December 31, 1998. The sales proceeds were used
to reduce the outstanding balance under the Company's credit agreement with a
group of banks which provided for the issuance of letters of credit and
revolving credit loans to the Company (the "Credit Agreement") to approximately
$11 million and for general corporate purposes.
On April 13, 1999, the Company entered into a Purchase and Sale
Agreement with Prince Minerals, Ltd. to sell certain producing and non-producing
mineral interests ( the "Mineral Properties") for approximately $10 million
effective as of April 1, 1999. The sale closed on April 21, 1999. The producing
portion of the oil and gas properties comprising the Mineral Properties
represented approximately 2% of the Company's total proved oil and gas reserves
at December 31, 1998. The sales proceeds, together with the sales proceeds from
the Appalachia Properties, were used to reduce the outstanding balance under the
Credit Agreement to approximately $11 million.
On May 10, 1999, the Company entered into a Restated Credit Agreement
with Bank One, Texas, N.A. (the "Bank One Revolver"). The Company borrowed $11
million under the Bank One Revolver and repaid in full the outstanding balance
of $11 million under the Credit Agreement and the Credit Agreement was
terminated. Also in May 1999, the Company used the proceeds from the sale of
oil and gas properties to reduce the BankOne Revolver balance to $0.5 million.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Not applicable.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information (unaudited)
Unaudited Pro Forma Condensed Consolidated Statement of Income for
the year ended December 31, 1998
Unaudited Condensed Consolidated Balance Sheet as of December 31,
1998
Notes to Unaudited Pro Forma Condensed Financial Statements for
the year ended December 31, 1998
(c) Exhibits
10.1 Purchase and Sale Agreement dated April 12, 1999 and
effective as of April 1, 1999 between the Company and
Columbia Natural Resources (incorporated by reference
from Exhibit 10.3a of the Company's Form 10-K filed for
the year ended December 31, 1998)
*99 Pro Forma Financial Information (Unaudited)
------------
* filed herewith
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not applicable.
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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: March 20, 2000 By: /s/ Lawrence J. Finn
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Lawrence J. Finn
Vice President Finance
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INDEX TO EXHIBITS
Item
Number Exhibit
------ -------
10.1 Purchase and Sale Agreement dated April 12, 1999 and effective as
of April 1, 1999 between the Company and Columbia Natural
Resources (incorporated herein by reference from Exhibit 10.3a of
the Company's Form 10-K filed for the year ended December 31,
1998)
*99 Pro Forma Financial Information (Unaudited)
--------------
* filed herewith
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EXHIBIT 99
The Wiser Oil Company
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Appalachia
and
The Minerals Pro Forma Pro Forma
Company Properties Adjustments Company
---------- ----------- ------------ ----------
(000's except per share data)
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales......................... $ 59,197 $(9,781) $ -- $ 49,416
Dividends and interest.................... 269 -- 1,467(A) 1,736
Gain on sales of properties............... 615 -- -- 615
Pension plan curtailment.................. 778 -- -- 778
Other..................................... 549 (473) -- 76
-----------------------------------------------
61,408 (10,254) 1,467 52,621
-----------------------------------------------
Costs and Expenses:
Production and operating.................. 26,529 (3,280) -- 23,249
Purchased natural gas..................... 1,440 (1,440) -- --
Depreciation, depletion and amortization.. 25,811 (2,253) -- 23,558
Property impairments...................... 3,838 (300) -- 3,538
Exploration............................... 15,328 -- -- 15,328
General and administrative................ 10,571 -- -- 10,571
Interest expense.......................... 13,097 -- (595)(B) 12,502
-----------------------------------------------
96,614 (7,273) (595) 88,746
-----------------------------------------------
Earnings (Loss) Before Income Taxes........ (35,206) (2,981) 2,062 (36,125)
Income Tax Expense (Benefit)............... (10,740) (909) 628 (11,021)
-----------------------------------------------
Net Income (Loss).......................... $(24,466) $(2,072) $ 1,434 $(25,104)
===============================================
Earnings (Loss) Per Share:
Basic..................................... $(2.73) $ (0.23) $ 0.16 $(2.80)
===============================================
Diluted................................... $(2.73) $ (0.23) $ 0.16 $(2.80)
===============================================
</TABLE>
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The Wiser Oil Company
Unaudited Pro Forma Condensed Consolidated Balance Sheet
December 31, 1998
<TABLE>
<CAPTION>
The Pro Forma Pro Forma
Company Adjustments Company
---------- ------------------- ----------
Assets: (000's)
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents................ $ 2,779 $ 15,187 (C) 17,966
Accounts receivable...................... 9,102 -- 9,102
Inventories.............................. 669 (310) (D) 359
Income taxes receivable.................. 1,270 -- 1,270
Prepaid expenses......................... 1,035 -- 1,035
------------------------------------------
Total current assets.................... 14,855 14,877 29,732
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Property and Equipment, at cost:
Oil and gas properties................... 367,974 (77,620) (D) 290,354
Other properties......................... 5,523 (1,617) (D) 3,906
------------------------------------------
373,497 (79,237) 294,260
Accumulated depreciation, depletion and
amortization........................... (160,202) 46,387 (D) (113,815)
------------------------------------------
Net property and equipment............... 213,295 (32,850) 180,445
Other Assets............................. 3,660 -- 3,660
------------------------------------------
231,810 (17,973) 213,837
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Liabilities and Stockholders' Equity:
Current Liabilities:
Accounts payable......................... $ 10,473 $ -- $ 10,473
Current portion of long-term debt........ 21,000 (21,000) (C) --
Accrued liabilities...................... 2,730 -- 2,730
------------------------------------------
Total current assets.................... 34,203 (21,000) 13,203
------------------------------------------
Long-term Debt............................ 124,452 -- 124,452
Deferred Benefit Costs.................... 378 -- 378
Deferred Income Taxes..................... 686 -- 686
Stockholders' Equity:
Common stock............................. 27,385 -- 27,385
Paid-in capital.......................... 3,223 -- 3,223
Retained earnings........................ 43,090 3,027 (C) (D) 46,117
Foreign currency translation............. 1,122 -- 1,122
Treasury stock........................... (2,729) -- (2,729)
------------------------------------------
Total stockholders' equity.............. 72,091 3,027 75,118
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231,810 (17,973) 213,837
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</TABLE>
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The Wiser Oil Company
Notes to Unaudited Pro Forma Condensed Financial Statements
For the Year Ended December 31, 1998
Note 1. Basis of Presentation
The unaudited pro forma condensed financial statements of The Wiser Oil
Company for the year ended December 31, 1998 has been prepared to give effect
to the sale of virtually all of the Company's U.S. royalty interests and all
of its oil and gas properties located in Appalachia (the "Appalachia and
Minerals Properties"). The U.S. royalty interests were sold to Prince
Minerals, Ltd. on April 21, 1999 for $10,000,000, before fees and adjustments,
and the Appalachia properties were sold to Columbia Natural Resources on May
12, 1999 for $28,000,000, before fees and adjustments. The net proceeds
received by the Company from the sale of the Appalachia and Minerals
Properties were $36,187,000 and the Company recognized a gain on the sale of
$3,918,000.
The unaudited pro forma condensed financial statements included herein are not
necessarily indicative of the results that might have occurred had the
transactions taken place on the dates assumed for pro forma presentations and
are not intended to be a projection of future results. Future results may vary
significantly from the results reflected in the accompanying unaudited pro
forma condensed statements because of normal production declines, changes in
product prices, future acquisitions and divestitures, future development and
exploration activities and other factors.
The unaudited pro forma condensed financial statements should be read in
conjunction with the Consolidated Financial Statements of The Wiser Oil
Company included in the Annual Report on Form 10-K for the year ended December
31, 1998.
The unaudited pro forma condensed consolidated statement of income for the
year ended December 31, 1998 is presented as if the sale of the Appalachia and
Minerals Properties occurred on January 1, 1998 and the unaudited condensed
consolidated balance sheet is presented as if the sale of the Appalachia and
Minerals Properties occurred on December 31, 1998.
The column labeled "The Company" represents the condensed consolidated
statement of income of The Wiser Oil Company for the year ended December 31,
1998 and the condensed consolidated balance sheet of The Wiser Oil Company at
December 31, 1998. The column labeled "Appalachia and Mineral Properties"
represents the results of operations of the sold properties for the year ended
December 31, 1998 prior to their sale in 1999.
Note 2. Estimated Quantities of Proved Reserves
Following is a summary of the proved oil and gas reserves and standardized
measure of discounted future net cash flows of proved oil and gas reserves at
December 31, 1998. The column labeled "The Company" represents the proved oil
and gas reserves information of The Wiser Oil Company at December 31, 1998 and
the column labeled "Pro Forma" represents such reserve information without the
Appalachia and Minerals Properties.
The
Company Pro Forma
--------- ---------
Oil and NGL's (MBbls) 27,988 26,401
Gas (MMcf) 119,981 81,817
Standardized Measure (000's) $113,232 $91,378
During 1998, the Appalachia and Minerals Properties produced 161,000 barrels
of oil and NGL's and 3,418,000 Mcf of natural gas.
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The Wiser Oil Company
Notes to Unaudited Pro Forma Condensed Financial Statements
For the Year Ended December 31, 1998
3. Pro Forma Adjustments
Following are descriptions of the pro forma adjustments used in the
preparation of the accompanying unaudited pro forma condensed financial
statements:
(A) Pro forma adjustment to recognize interest income earned on the net
cash receipts from the sale of the Appalachia and Minerals Properties.
Interest income was computed using the monthly average interest rates
realized in 1998 ranging from 4.9% to 5.5%. Net cash receipts were
computed using the net proceeds of $36,187,000 less repayments of long-
term debt during 1998 as follows:
May $8,500,000
June 1,500,000
July 2,000,000
September 3,000,000
November 6,000,000
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$ 21,000,000
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(B) Pro forma adjustment to reduce interest expense for repayment of
$21,000,000 of long-term debt.
(C) Pro forma adjustment to recognize the net proceeds of $36,187,000 from
the sale of the Appalachia and Minerals Properties and the use of
$21,000,000 of the net proceeds to repay long-term debt, as if the
transaction had occurred on December 31, 1998.
(D) Pro forma adjustment to remove the December 31, 1998 net cost basis of
the Appalachia and Minerals Properties.
