-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WtMeDECs03Mpkagbt5L9rg7FP+953JEz9rZaDLmY7Lx41/ad4zWxxyN4w4AZkA83 NM+TVGbVIZ5Puvf58Ts68w== 0000930661-97-001935.txt : 19970814 0000930661-97-001935.hdr.sgml : 19970814 ACCESSION NUMBER: 0000930661-97-001935 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISER OIL CO CENTRAL INDEX KEY: 0000107874 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 550522128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12640 FILM NUMBER: 97658344 BUSINESS ADDRESS: STREET 1: 8115 PRESTON RD STE 400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2142650080 MAIL ADDRESS: STREET 1: 8115 PRESTON ROAD STREET 2: SUITE 400 CITY: DALLAS STATE: TX ZIP: 75225 10-Q 1 FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter ended June 30, 1997 Commission file number 0-5426 THE WISER OIL COMPANY A DELAWARE CORPORATION I.R.S. Employer Identification No. 55-0522128 8115 Preston Road, Suite 400 Dallas, Texas 75225 Telephone (214) 265-0080 Former name, former address and former fiscal year, if changed since last report. NONE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. x --- --- Yes No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Class Outstanding at June 30, 1997 ----- ---------------------------- $3 par value 8,950,090 =============================================================================== THE WISER OIL COMPANY PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The consolidated condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly present such information. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including significant accounting policies, normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. 2 THE WISER OIL COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED)
June 30, December 31, (000's) except share data 1997 1996 ---- ---- Assets Current Assets: Cash and cash equivalents $ 28,110 $ 5,870 Accounts receivable 10,581 14,091 Inventories 1,756 1,289 Prepaid expenses 528 473 ---------- ---------- Total Current Assets 40,975 21,723 ---------- ---------- Marketable Securities 6,075 7,176 Property, Plant and Equipment, at cost: Oil and gas properties (successful efforts method) 319,885 306,716 Other properties 5,062 4,974 ---------- ---------- 324,947 311,690 Accumulated depreciation, depletion and amortization (120,705) (131,972) ---------- ---------- Net Property, Plant and Equipment 204,242 179,718 Other Assets 4,151 - ---------- ---------- $ 255,443 $ 208,617 ========== ========== Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 11,168 $ 14,996 Accrued income taxes 2,215 1,697 Accrued liabilities 2,682 1,537 ---------- ---------- Total current liabilities 16,065 18,230 ---------- ---------- Long Term Debt 124,261 78,654 Deferred Benefit Cost 1,531 1,496 Deferred Income Taxes 11,113 10,975 Stockholders' Equity: Common stock - $3 par value 20,000,000 shares authorized; 9,126,294 and 9,115,572 shares issued at June 30, 1997 and December 31, 1996, respectively; 8,950,090 and 8,939,368 shares outstanding at June 30, 1997 and December 31, 1996, respectively 27,379 27,347 Paid-in capital 3,208 3,078 Retained earnings 70,045 66,385 Marketable securities valuation adjustment 3,728 4,328 Foreign currency translation 842 853 Treasury stock; 176,204 shares, at cost (2,729) (2,729) ---------- ---------- Total stockholders' equity 102,473 99,262 ---------- ---------- $ 255,443 $ 208,617 ========== ==========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 are an integral part of these financial statements. 3 THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (Unaudited)
For the Three Months For the Six Months -------------------- ------------------ Ended June 30, Ended June 30 ------------------ ---------------- (000's except per share data) 1997 1996 1997 1996 -------- -------- ------- ------- Revenues: Oil and gas sales $ 16,207 $ 16,239 $39,269 $32,473 Dividends and interest 337 186 457 398 Marketable security sales gains - 4,827 1,813 6,832 Other 1,282 111 1,860 227 -------- -------- ------- ------- 17,826 21,363 43,399 39,930 -------- -------- ------- ------- Costs and Expenses: Production and operating 6,760 5,868 13,561 11,491 Purchased natural gas 261 289 773 642 Depreciation, depletion and amortization 5,243 4,896 11,010 9,850 Impairments - 12,112 - 12,112 Exploration 3,517 929 4,139 2,196 General and administrative 2,553 2,147 4,931 4,940 Interest expense 2,091 1,368 3,355 2,728 -------- -------- ------- ------- 20,425 27,609 37,769 43,959 -------- -------- ------- ------- Income (Loss) Before Income Taxes (2,599) (6,246) 5,630 (4,029) Income Tax Expense (Benefit) (655) (878) 1,433 (173) -------- -------- ------- ------- NET INCOME (LOSS) (1,944) (5,368) 4,197 (3,856) Retained Earnings, beginning of period 72,258 62,274 66,385 61,030 Dividends Paid (269) (268) (537) (536) -------- -------- ------- ------- Retained Earnings, end of period $ 70,045 $ 56,638 $70,045 $56,638 ======== ======== ======= ======= Average Outstanding Shares 8,950 8,939 8,950 8,939 ======== ======== ======= ======= Earnings (Loss) Per Share $ (.22) $ (.60) $ .47 $ (.43) ======== ======== ======= ======= Cash Dividends Per Share $ .03 $ .03 $ .06 $ .06 ======== ======== ======= =======
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 are an integral part of these financial statements. 4 THE WISER OIL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30, --------------------------------- (000's) 1997 1996 --------- -------- Cash Flows From Operating Activities: Net income (loss) $ 4,197 $ (3,856) Adjustments to reconcile net income to operating cash flows: Depreciation, depletion and amortization 11,010 9,850 Deferred income taxes 449 (1,031) Marketable securities & property sale gains (3,595) (6,871) Foreign currency translation (11) (14) Exploration expense 4,139 2,196 Property impairments - 12,112 Other Changes - Accounts receivable 3,510 414 Inventories (467) 91 Prepaid expenses (55) 80 Other assets - 32 Accounts payable (3,828) 330 Accrued income taxes 518 (393) Accrued liabilities 1,145 255 Deferred benefits cost 35 237 --------- -------- Operating Cash Flows 17,047 13,432 --------- -------- Cash Flows From Investing Activities: Capital expenditures (36,323) (17,787) Exploration expense (4,139) (2,196) Proceeds from sales of property, plant and equipment 2,945 172 Proceeds from marketable security sales 1,929 7,416 --------- -------- Investing Cash Flows (35,888) (12,395) --------- -------- Cash Flows From Financing Activities: Long term debt issued 125,000 14,454 Payments on long term debt (78,654) (14,172) Debt issuance costs and fees (4,890) - Common stock issued 162 - Dividends paid (537) (536) --------- -------- Financing Cash Flows 41,081 (254) --------- -------- Net Increase In Cash 22,240 783 Cash and Cash Equivalents, beginning of year 5,870 1,397 --------- -------- Cash and Cash Equivalents, end of period $ 28,110 $ 2,180 ========= ========
The notes to financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996 are an integral part of these financial statements. 5 THE WISER OIL COMPANY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS COMPARISON OF QUARTER ENDED JUNE 30, 1997 TO QUARTER ENDED JUNE 30, 1996 Revenues for the second quarter of 1997 decreased $3.5 million or 17% from the second quarter of 1996, due primarily to the absence of marketable security sales gains in the second quarter of 1997 compared to $4.8 million of marketable securities sales gains in the second quarter of 1996. The Company plans to liquidate its remaining portfolio of marketable securities during 1997. Net production for the second quarter of 1997 was down 2% from the second quarter of 1996 to 1,146 MBOE. The average price received for oil during the second quarter of 1997 decreased $1.21 per Bbl or 7% from the second quarter of 1996; the average price received for natural gas during the second quarter of 1997 increased $0.23 per Mcf or 15% over the second quarter of 1996; the average price received for NGLs during the second quarter of 1997 increased $1.77 per Bbl or 16% over the second quarter of 1996. Adjustments to oil and gas sales from the Company's hedging activities resulted in a reduction of $.4 million in oil and gas revenues during the second quarter of 1997 as compared to a reduction of $1.6 million during the second quarter of 1996. Other revenues during the second quarter of 1997 include a pretax gain of $1.3 million from the sale of oil and gas properties, primarily located in Michigan. Production and operating expense for the second quarter of 1997 increased $.9 million or 15% over the second quarter of 1996. The increase was due primarily to additional development wells completed at the Maljamar properties and workover and repair operations at the Wellman properties. On a BOE basis (excluding 133 MMcf and 135 MMcf of natural gas purchased for resale during the second quarter of 1997 and 1996, respectively), production and operating expense increased to $6.01 per BOE or 17% during the second quarter of 1997 from $5.14 per BOE during the second quarter of 1996. Depreciation, depletion and amortization ("DD&A") for the second quarter of 1997 increased $0.3 million or 7% over the second quarter of 1996, primarily as a result of higher DD&A from Canadian oil and gas properties which have a greater than average ratio of costs to reserves. Exploration expense for the second quarter of 1997 increased $2.6 million or 279% as compared to the second quarter of 1996, primarily as a result of $1.2 million in dry hole expense for the South Lakeside prospect in Cameron Parish, Louisiana, $.7 million in dry hole expense at the Bronson Prospect in Canada and higher geological and geophysical expenses. General and administrative expense during the second quarter of 1997 increased $0.4 million or 19% as compared to the second quarter of 1996, primarily as a result of higher payroll costs. Interest expense during the second quarter of 1997 was $.7 million or 53% higher than the second quarter of 1996 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997. The Company realized a net loss of $1.9 million and loss per share of $0.22 during the second quarter of 1997, compared to a net loss of $5.4 million and loss per share of $0.60 during the second quarter of 1996. The Company's Canadian operations incurred a net loss of $2.0 million during the second quarter of 1997, compared to a net loss of $4.9 million during the second quarter of 1996. 6 THE WISER OIL COMPANY COMPARISON OF QUARTER ENDED JUNE 30, 1997 TO QUARTER ENDED JUNE 30, 1996 (continued) On May 21, 1997, the Company issued $125 million of 9 1/2% Senior Subordinated Notes that are due in 2007. The Company used $77.0 million of proceeds from the Notes to repay all of the outstanding indebtedness under the Credit Agreement. COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO SIX MONTHS ENDED JUNE 30, 1996 Revenues for the first half of 1997 increased $3.5 million or 9% from the first half of 1996, due primarily to higher prices received from oil and gas production. Net production for the first half of 1997 was up 4% from the first half of 1996 to 2,444 MBOE. The average price received for oil during the first half of 1997 increased $.48 per Bbl or 3% over the first half of 1996; the average price received for natural gas during the first half of 1997 increased $0.61 per Mcf or 38% over the first half of 1996; the average price received for NGLs during the first half of 1997 increased $2.08 per Bbl or 17% over the first half of 1996. Adjustments to oil and gas sales from the Company's hedging activities resulted in a reduction of $1.8 million in oil and gas revenues during the first half of 1997 as compared to a reduction of $2.6 million during the first half of 1996. Marketable security sales gains were down 73% to $1.8 million during the first half of 1997 compared to $6.8 million during the first half of 1996. The Company plans to liquidate its remaining portfolio of marketable securities during 1997. Other revenues during the first half of 1997 includes a pretax gain of $1.8 million from the sale of oil and gas properties, primarily located in Michigan. Production and operating expense for the first half of 1997 increased $2.1 million or 18% over the first half of 1996. The increase was due primarily to additional development wells completed at the Maljamar properties and workover and repair operations at the Wellman properties. On a BOE basis (excluding 301 MMcf and 269 MMcf of natural gas purchased for resale during the first half of 1997 and 1996, respectively), production and operating expense increased to $5.66 per BOE or 13% during the first half of 1997 from $4.99 per BOE during the first half of 1996. DD&A for the first half of 1997 increased $1.2 million or 12% over the first half of 1996, primarily as a result of higher DD&A from Canadian oil and gas properties which have a greater than average ratio of costs to reserves. Exploration expense for the first half of 1997 increased $1.9 million or 88% as compared to the first half of 1996, primarily as a result of $1.2 million in dry hole expense for the South Lakeside prospect in Cameron Parish, Louisiana and higher geological and geophysical expenses. General and administrative expense during the first half of 1997 was comparable to the first half of 1996. Interest expense during the first half of 1997 was $.6 million or 23% higher than the first half of 1996 due to the increase in long term debt associated with the issuance of $125 million of Senior Subordinated Notes in May 1997. The Company realized net income of $4.2 million and earnings per share of $0.47 during the first half of 1997, compared to a net loss of $3.9 million and loss per share of $0.43 during the first half of 1996. The Company's Canadian operations incurred a net loss of $2.9 million during the first half of 1997, compared to a net loss of $5.9 million during the first half of 1996. 7 THE WISER OIL COMPANY COMPARISON OF SIX MONTHS ENDED JUNE 30, 1997 TO SIX MONTHS ENDED JUNE 30, 1996 (continued) Operating cash flows during the first half of 1997 were $17.0 million, up $3.6 million from the first half of 1996 primarily as a result of increased oil and gas revenues. Capital expenditures of $36.6 million during the first half of 1997 were $18.8 million higher than the first half of 1996 due to the $15.0 million acquisition of oil and gas properties in Refugio and Goliad counties in Texas and additional secondary recovery facilities at Maljamar. On May 21, 1997, the Company issued $125 million of 9 1/2% Senior Subordinated Notes that are due in 2007. The Company used $77.0 million of proceeds from the Notes to repay all of the outstanding indebtedness under the Credit Agreement. NOTES TO FINANCIAL STATEMENTS NOTE 1. SUMMARY OF GUARANTIES OF 9 1/2% SENIOR SUBORDINATED NOTES In May 1997, the Company issued $125 million aggregate principal amount of its 9 1/2% Senior Subordinated Notes due 2007 pursuant to an offering exempt from registration under the Securities Act of 1933. The notes are unsecured obligations of the Company, subordinated in right of payment to all existing and any future senior indebtedness of the Company. The notes rank pari passu with any future senior subordinated indebtedness and senior to any future junior subordinated indebtedness of the Company. The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior subordinated basis by certain wholly owned subsidiaries of the Company (the "Subsidiary Guarantors"). At the time of the initial issuance of the notes, Wiser Oil Delaware, Inc., The Wiser Marketing Company, Wiser Delaware LLC, T.W.O.C., Inc. and The Wiser Oil Company of Canada were the Subsidiary Guarantors (the "Initial Subsidiary Guarantors"). Except for 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. Sections 13 and 15(d) of the Securities Exchange Act of 1934 require presentation of the following unaudited summarized financial information of the Subsidiary Guarantors. The Company has not presented separate financial statements and other disclosures concerning each Subsidiary Guarantor because such information is not material to investors. There are no significant contractual restrictions on distributions from each of the Subsidiary Guarantors to the Company. 8 THE WISER OIL COMPANY
Subsidiary Guarantors --------------------------------------------------- (000's) The Wiser Wiser T.W.O.C Marketing Combined Canada(1) Inc. Company Total --------------------------------------------------- REVENUES For the Quarter Ended June 30, 1997 $ 3,320 $ 48 $ 410 $ 3,778 For the Quarter Ended June 30, 1996 4,277 4,416 463 9,156 For the Six Months Ended June 30, 1997 7,401 1,908 1,087 10,396 For the Six Months Ended June 30, 1996 8,066 7,158 987 16,211 INCOME (LOSS) BEFORE INCOME TAXES For the Quarter Ended June 30, 1997 $ (2,013) $ 44 $ 48 $ (1,921) For the Quarter Ended June 30, 1996 (4,873) 4,411 67 (395) For the Six Months Ended June 30, 1997 (2,920) 1,900 116 (904) For the Six Months Ended June 30, 1996 (5,888) 7,150 146 1,408 NET INCOME (LOSS) For the Quarter Ended June 30, 1997 $ (1,510) $ 33 $ 36 $ (1,441) For the Quarter Ended June 30, 1996 (4,873) 4,213 64 (596) For the Six Months Ended June 30, 1997 (2,920) 1,409 86 (1,425) For the Six Months Ended June 30, 1996 (4,416) 6,856 140 2,580 CURRENT ASSETS June 30, 1997 $ 3,965 $ 140 $ 575 $ 4,680 December 31, 1996 4,958 53 170 5,181 TOTAL ASSETS June 30, 1997 $ 46,124 $ 6,289 $ 575 $ 52,988 December 31, 1996 39,132 7,229 718 47,079 CURRENT LIABILITIES June 30, 1997 $ 6,321 $ - $ 247 $ 6,568 December 31, 1996 4,931 - 508 5,439 NONCURRENT LIABILITIES June 30, 1997 $ - $ 1,916 $ - $ 1,916 December 31, 1996 52,439 2,227 - 54,666 STOCKHOLDER'S EQUITY (DEFICIT) June 30, 1997 $ 39,803 $ 4,373 $ 328 $ 44,504 December 31, 1996 (18,238) 5,002 210 (13,026)
(1) Includes the accounts of Wiser Oil Delaware, Inc., Wiser Delaware LLC and The Wiser Oil Company of Canada. See other notes to financial statements included in the Company=s Annual Report on Form 10-K for the year ended December 31, 1996. 9 THE WISER OIL COMPANY PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of stockholders of The Wiser Oil Company was held in Dallas, Texas, at 4:00 p.m., local time, on May 19, 1997. (b) Proxies were solicited by the Board of Directors of The Wiser Oil Company pursuant to Regulation 14A under the Securities Exchange Act of 1934. There was no solicitation in opposition to the Board of Directors' nominees as listed in the proxy statement and all of such nominees were duly elected. (c) Out of a total of 8,948,840 shares of The Wiser Oil Company common stock outstanding and entitled to vote as of the March 28, 1997 record date, 7,309,969 shares were present in person or by proxy, representing approximately 82 percent of outstanding shares. The first matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was the election of Howard G. Hamilton and C. Frayer Kimball, III to serve three-year terms on the Board of Directors of The Wiser Oil Company. The results of voting were as follows: Number of Shares Nominee Number of Shares WITHHOLDING AUTHORITY for Re-election Voting FOR Election to Vote for Election as Director as Director as Director ---------------- ------------------- ---------------------- Howard G. Hamilton 6,713,990 595,979 C. Frayer Kimball, III 6,705,316 604,653 The following individuals continued their respective terms of service as Directors of The Wiser Oil Company following the meeting: Andrew J. Shoup, Jr. Lorne H. Larson Jon C. Mosle, Jr. Paul I. Neuenschwander A. W. Schenck, III The only other matter voted on by the stockholders, as fully described in the proxy statement for the annual meeting, was the proposal to approve an amendment to the Company's 1991 Stock Incentive Plan increasing the number of shares of The Wiser Oil Company common stock which may be offered pursuant to such plan from 600,000 to 1,200,000 shares. The results of voting on this proposal were as follows: For: 4,077,989 Against: 1,925,180 Abstain: 143,071 (d) Inapplicable. ITEM 5. OTHER INFORMATION In June 1997 the Company acquired certain oil and gas properties in Refugio and Goliad Counties, Texas for an aggregate cash consideration of $15.0 million. The acquired properties include approximately 17,000 gross leasehold acres, 29 productive wells, all of which are being operated by the Company, approximately 30 potential development well sites and a 73-mile 3-D seismic survey. The Company's internal engineers estimate that the properties contain approximately 2,900 MBOE of proved reserves, consisting of approximately 13.2 Bcf of natural gas and 700 MBbls of oil. The Company's working interests in the acquired acreage range from 32.5% to 62.5% and average approximately 53%. The properties produce from multiple formations ranging from depths of 2,900 feet to 5,600 feet. The Company estimates that net production from the properties will average approximately 4,500 Mcf of natural gas and 60 Bbls of oil per day. The Company expects to commence drilling operations on the 30 development well sites during the third quarter of 1997 at a rate of three wells per month. The Company has budgeted $5.2 million for exploration and development activities on these properties during the second half of 1997. In addition, the Company is currently negotiating with the seller of these properties for the purchase by the Company of a 40% working interest in two additional areas within the same geologic trend. 10 THE WISER OIL COMPANY ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits -------- The information required by this Item 6 (a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) Reports on Form 8-K ------------------- Report on Form 8-K filed May 28, 1997 (date of event, May 22, 1997) regarding consummation of the private offering of $125 million of the Company's 9 1/2% Senior Subordinated Notes due 2007. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WISER OIL COMPANY --------------------- (Registrant) Date: August 13, 1997 /s/ Andrew J. Shoup, Jr. -------------------------- Andrew J. Shoup, Jr. President and Chief Executive Officer Date: August 13, 1997 /s/ Lawrence J. Finn -------------------------- Lawrence J. Finn Vice President, Finance and Chief Financial Officer 11 THE WISER OIL COMPANY INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 10.1 Second Amendment to Employment Agreement dated July 1, 1991 by and between The Wiser Oil Company and Andrew J. Shoup, Jr. executed May 20, 1997 and effective as of April 1, 1997. 10.2 Amendment to Employment Agreement dated September 30, 1996 by and between The Wiser Oil Company and Kent E. Johnson executed May 20, 1997 and effective as of April 1, 1997. 10.3 Second Amendment to Employment Agreement dated January 24, 1994 by and between The Wiser Oil Company and A. Wayne Ritter executed May 20, 1997 and effective as of April 1, 1997. 10.4 Second Amendment to Employment Agreement dated November 1, 1993 by and between The Wiser Oil Company and Lawrence J. Finn executed May 20, 1997 and effective as of April 1, 1997. 10.5 Second Amendment to Employment Agreement dated August 1, 1994 by and between The Wiser Oil Company of Canada (a subsidiary of the Company) and Allen J. Simus executed May 20, 1997 and effective as of April 1, 1997. 27 Financial Data Schedule. 12 EX-10.1 2 ANDREW SHOUP, JR. EMPLOYMENT AGREEMENT EXHIBIT 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ---------------------------------------- THAT EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of July, 1991, by and between THE WISER OIL COMPANY, a Delaware corporation, and ANDREW J. SHOUP, JR. is hereby amended in the following respects only: FIRST: Section 1.02 of the Agreement is hereby amended by restatement in ----- its entirety to read as follows: 1.02. Term. Subject to the terms and provisions of Article II ---- hereof, Employee's employment hereunder shall be extended and shall continue through the close of business on March 31, 2000. SECOND: Section 1.04 of the Agreement is hereby amended by restatement in ------ its entirety to read as follows: 1.04. Additional Incentive Compensation. In addition to his Base --------------------------------- Salary Employee shall be paid additional incentive compensation in such an amount, and based upon the accomplishment of such performance objectives, as may be determined by the Compensation Committee of the Board from time to time. THIRD: Section 1.08 of the Agreement is hereby amended by restating ----- subsection (a) thereof in its entirety to read as follows: (a) If Employee's employment with Wiser is terminated by Wiser or by Employee for any reason other than illness, disability or death of Employee within twelve months following a Change of Control of Wiser, Employee shall be paid, within 30 days following such termination, an amount in cash equal to the sum of (i) Employee's Base Salary at the time of his termination of employment multiplied by three, (ii) the amount equal to the premium cost or other amount paid by Wiser during the one-year period preceding Employee's termination of employment to provide Employee with (A) life, health and disability insurance benefits, and (B) the use of an automobile for such year, and (iii) the amount of the additional payment, if any, determined pursuant to Section 1.09. FOURTH: Article I of the Agreement is hereby amended to add a new Section ------ 1.09 to the end thereof to read as follows: 1.09. Certain Additional Payments by Wiser. Anything in this ------------------------------------ Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by Wiser to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) but determined without regard to any additional payments required pursuant to this Section 1.09 (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment from Wiser (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of Gross-Up Payment equal to the Excise Tax imposed upon the Payments. IN WITNESS WHEREOF, this Amendment has been executed this 20th day of May, 1997, to be effective as of April 1, 1997. /s/ Andrew J. Shoup, Jr. ------------------------------------------ ANDREW J. SHOUP, JR. THE WISER OIL COMPANY By /s/ Lawrence J. Finn ---------------------------------------- Title: 2 EX-10.2 3 KENT JOHNSON EMPLOYMENT AGREEMENT EXHIBIT 10.2 AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THAT EMPLOYMENT AGREEMENT ("Agreement") made as of the 30th day of September, 1996, by and between THE WISER OIL COMPANY, a Delaware corporation, and KENT E. JOHNSON is hereby amended in the following respects only: FIRST: Section 1.02 of the Agreement is hereby amended by restatement in ----- its entirety to read as follows: 1.02. Term. Subject to the terms and provisions of Article II ---- hereof, Employee's employment hereunder shall be extended and shall continue through the close of business on March 31, 2000. SECOND: Section 1.05 of the Agreement is hereby amended by redesignating ------ as subsection (b) the second subsection appearing therein designated as subsection (a), redesignating as subsection (c) the subsection therein designated as subsection (b), and restating subsection (a) thereof in its entirety to read as follows: (a) If Employee's employment with the Company is terminated by the Company or by Employee for any reason other than illness, disability or death of Employee within twelve months following a Change of Control of the Company, Employee shall be paid, within 30 days following such termination, an amount in cash equal to the sum of (i) Employee's Base Salary at the time of his termination of employment multiplied by three, (ii) the amount equal to the premium cost or other amount paid by the Company during the one-year period preceding Employee's termination of employment to provide Employee with (A) life, health and disability insurance benefits, and (B) the use of an automobile for such year, and (iii) the amount of the additional payment, if any, determined pursuant to Section 1.06. THIRD: Article I of the Agreement is hereby amended to add a new Section ----- 1.06 to the end thereof to read as follows: 1.06. Certain Additional Payments by the Company. Anything in this ------------------------------------------ Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) but determined without regard to any additional payments required pursuant to this Section 1.06 (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties 1 are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment from the Company (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of Gross-Up Payment equal to the Excise Tax imposed upon the Payments. IN WITNESS WHEREOF, this Amendment has been executed this 20TH day of May, 1997, to be effective as of April 1, 1997. /s/ Kent E. Johnson ------------------------------------- KENT E. JOHNSON THE WISER OIL COMPANY By /s/ Andrew J. Shoup, Jr. ----------------------------------- Title: President 2 2 EX-10.3 4 A. WAYNE RITTER EMPLOYMENT AGREEMENT EXHIBIT 10.3 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ---------------------------------------- THAT EMPLOYMENT AGREEMENT ("Agreement") made as of the 24th day of January, 1994, by and between THE WISER OIL COMPANY, a Delaware corporation, and A. WAYNE RITTER is hereby amended in the following respects only: FIRST: Section 1.02 of the Agreement is hereby amended by restatement in ----- its entirety to read as follows: 1.02. Term. Subject to the terms and provisions of Article II ---- hereof, Employee's employment hereunder shall be extended and shall continue through the close of business on March 31, 2000. SECOND: Section 1.05 of the Agreement is hereby amended by redesignating ------ as subsection (b) the second subsection appearing therein designated as subsection (a), redesignating as subsection (c) the subsection therein designated as subsection (b), and restating subsection (a) thereof in its entirety to read as follows: (a) If Employee's employment with the Company is terminated by the Company or by Employee for any reason other than illness, disability or death of Employee within twelve months following a Change of Control of the Company, Employee shall be paid, within 30 days following such termination, an amount in cash equal to the sum of (i) Employee's Base Salary at the time of his termination of employment multiplied by three, (ii) the amount equal to the premium cost or other amount paid by the Company during the one-year period preceding Employee's termination of employment to provide Employee with (A) life, health and disability insurance benefits, and (B) the use of an automobile for such year, and (iii) the amount of the additional payment, if any, determined pursuant to Section 1.06. THIRD: Article I of the Agreement is hereby amended to add a new Section ----- 1.06 to the end thereof to read as follows: 1.06. Certain Additional Payments by the Company. Anything in this ------------------------------------------ Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) but determined without regard to any additional payments required pursuant to this Section 1.06 (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment from the Company (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of Gross-Up Payment equal to the Excise Tax imposed upon the Payments. IN WITNESS WHEREOF, this Amendment has been executed this 20th day of May, 1997, to be effective as of April 1, 1997. /s/ A. Wayne Ritter ---------------------------------- A. WAYNE RITTER THE WISER OIL COMPANY By /s/ Andrew J. Shoup -------------------------------- Title: President 2 EX-10.4 5 LAWRENCE FINN EMPLOYMENT AGREEMENT EXHIBIT 10.4 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ---------------------------------------- THAT EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of November, 1993, by and between THE WISER OIL COMPANY, a Delaware corporation, and LAWRENCE J. FINN is hereby amended in the following respects only: FIRST: Section 1.02 of the Agreement is hereby amended by restatement in ----- its entirety to read as follows: 1.02. Term. Subject to the terms and provisions of Article II ---- hereof, Employee's employment hereunder shall be extended and shall continue through the close of business on March 31, 2000. SECOND: Section 1.05 of the Agreement is hereby amended by redesignating ------ as subsection (b) the second subsection appearing therein designated as subsection (a), redesignating as subsection (c) the subsection therein designated as subsection (b), and restating subsection (a) thereof in its entirety to read as follows: (a) If Employee's employment with the Company is terminated by the Company or by Employee for any reason other than illness, disability or death of Employee within twelve months following a Change of Control of the Company, Employee shall be paid, within 30 days following such termination, an amount in cash equal to the sum of (i) Employee's Base Salary at the time of his termination of employment multiplied by three, (ii) the amount equal to the premium cost or other amount paid by the Company during the one-year period preceding Employee's termination of employment to provide Employee with (A) life, health and disability insurance benefits, and (B) the use of an automobile for such year, and (iii) the amount of the additional payment, if any, determined pursuant to Section 1.06. THIRD: Article I of the Agreement is hereby amended to add a new Section ----- 1.06 to the end thereof to read as follows: 1.06. Certain Additional Payments by the Company. Anything in this ------------------------------------------ Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) but determined without regard to any additional payments required pursuant to this Section 1.06 (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment from the Company (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of Gross-Up Payment equal to the Excise Tax imposed upon the Payments. IN WITNESS WHEREOF, this Amendment has been executed this 20th day of May, 1997, to be effective as of April 1, 1997. /s/ Lawrence J. Finn -------------------------------------- LAWRENCE J. FINN THE WISER OIL COMPANY By /s/ Andrew J. Shoup, Jr. ------------------------------------ Title: President 2 EX-10.5 6 ALLEN SIMUS EMPLOYMENT AGREEMENT EXHIBIT 10.5 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ---------------------------------------- THAT EMPLOYMENT AGREEMENT ("Agreement") made as of the 1st day of August, 1994, by and between THE WISER OIL COMPANY OF CANADA, a Canadian corporation, and ALLEN J. SIMUS is hereby amended in the following respects only: FIRST: Section 1.02 of the Agreement is hereby amended by restatement in ----- its entirety to read as follows: 1.02. Term. Subject to the terms and provisions of Article II hereof, ---- Employee's employment hereunder shall be extended and shall continue through the close of business on March 31, 2000. SECOND: Article I of the Agreement is hereby amended to add a new Section ------ 1.05 to the end thereof to read as follows: 1.05. Certain Additional Payments by the Company. Anything in this ------------------------------------------ Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) but determined without regard to any additional payments required pursuant to this Section 1.05 (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled to receive an additional payment from the Company (a "Gross-Up Payment") in an amount such that after payment by Employee of all taxes (including any interest or penalties with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Employee retains an amount of Gross-Up Payment equal to the Excise Tax imposed upon the Payments. THIRD: Section 2.05 of the Agreement is hereby amended by redesignating ----- as subsection (b) the second subsection appearing therein designated as subsection (a), redesignating as subsection (c) the subsection therein designated as subsection (b), and restating subsection (a) thereof in its entirety to read as follows: (a) If Employee's employment with the Company is terminated by the Company or by Employee for any reason other than illness, disability or death of Employee within twelve months following a Change of Control of the Company or the Parent Company, Employee shall be paid, within 30 days following such termination, an amount in cash equal to the sum of (i) Employee's Base Salary at the time of his termination of employment multiplied by three, (ii) the amount equal to the premium cost or other amount paid by the Company during the one-year period preceding Employee's termination of employment to provide Employee with (A) life, health and disability insurance benefits, and (B) the use of an automobile for such year, and (iii) the amount of the additional payment, if any, determined pursuant to Section 1.05. IN WITNESS WHEREOF, this Amendment has been executed this 20th day of May, 1997, to be effective as of April 1, 1997. /s/ Allen J. Simus ------------------------------------- ALLEN J. SIMUS THE WISER OIL COMPANY OF CANADA By /s/ Andrew J. Shoup, Jr. ----------------------------------- Title: Chairman of the Board 2 EX-27 7 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM QUARTERLY REPORT ON 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFENENCE TO SUCH FINANCIAL STATEMENTS. 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 28,110 6,075 10,581 0 1,756 40,975 324,947 120,705 255,443 16,065 124,261 0 0 27,379 75,094 255,443 39,269 43,399 14,334 37,769 0 0 3,355 5,630 1,433 4,197 0 0 0 4,197 .47 .47
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