-----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, Ng3s+cxIvsHgBWYqqwr5/xjBIVTicYvexIRtyuF5jLHMMHzE/iS4qrBgM3dAppa7 Gy75lsWfse3qi5Z30eixlQ== 0000912057-96-010465.txt : 19960522 0000912057-96-010465.hdr.sgml : 19960522 ACCESSION NUMBER: 0000912057-96-010465 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960521 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 96570348 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306-4204 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 1: 921 BERGEN AVENUE STREET 2: 921 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 10-Q 1 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 March 31, 1996 Commission file number 1-467 -------------- WILSHIRE OIL COMPANY OF TEXAS - -------------------------------------------------------------------------------- (Exact name of registrants as specified in its charter) Delaware 84-0513668 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 921 Bergen Avenue - Jersey City, New Jersey 07306-4204 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number - including area code (201) 420-2796 - -------------------------------------------------------------------------------- NO CHANGE - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last reports. 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period by this report. Common Stock $1 Par Value -----9,303,595 WILSHIRE OIL COMPANY OF TEXAS INDEX Page No. -------- Part I Financial Information Financial Information: 1 Consolidated Balance Sheets - March 31, 1996 and December 31, 1995 Consolidated Statements of Income - 2 Three months ended March 31, 1996 and 1995 Consolidated Statements of Cash Flows - 3 Three months ended March 31, 1996 and 1995 Notes to Consolidated Financial Statements 4 Management's Discussion and Analysis 5, 6, & 7 of Financial Condition and Results of Operations Part II Other Information 8 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (000's Omitted, Except Share Data) (Unaudited) ASSETS March 31, December 31, 1996 1995 ---- ---- CURRENT ASSETS: Cash and cash equivalents $ 1,398 $ 1,601 Accounts receivable (Note 1) 4,975 1,013 Marketable securities, stated at market value in 1996 and 1995 30,086 30,521 Prepaid expenses and other current assets 371 341 -------- -------- Total current assets 36,830 33,476 -------- -------- INVESTMENT IN PREFERRED STOCK OF THE TRUST COMPANY OF NEW JERSEY 6,000 6,000 -------- -------- PROPERTY AND EQUIPMENT Oil and gas properties, using the full cost method of accounting 131,022 130,280 Real estate properties 39,635 36,535 Other property and equipment 418 410 -------- -------- 171,075 167,225 Less - Accumulated depreciation, depletion and amortization 103,440 102,515 -------- -------- 67,635 64,710 -------- -------- $110,465 $104,186 -------- -------- -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 2,925 $ 3,514 Accounts payable 2,959 2,042 Accrued liabilities 5,004 4,170 -------- -------- Total current liabilities 10,888 9,726 -------- -------- LONG - TERM DEBT, less current portion 50,337 47,298 -------- -------- DEFERRED INCOME TAXES AND OTHER NONCURRENT LIABILITIES 18,421 17,688 -------- -------- SHAREHOLDERS' EQUITY Common stock, $1 par value, 15,000,000 shares authorized; issued 10,013,544 and 10,013,544 shares in 1996 and 1995 10,014 10,014 Capital in excess of par value 9,791 9,925 Unrealized gain on marketable securities ($17,783 in 1996 and $17,174 in 1995), net of deferred income taxes 9,782 9,446 Retained earnings 8,105 6,459 -------- -------- 37,692 35,844 Less - Treasury stock, 709,947 and 621,313 shares in 1996 and 1995, at cost 4,536 4,010 Cumulative foreign currency translation adjustment 2,337 2,360 -------- -------- 30,819 29,474 -------- -------- $110,465 $104,186 -------- -------- -------- -------- 1 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (000's Omitted, Except Share Data) (Unaudited) FOR THE THREE MONTHS ENDED -------------------------- March 31, March 31, 1996 1995 ---- ---- REVENUES Oil & Gas $ 1,349 $ 1,635 Real Estate 2,191 2,084 --------- --------- Total Revenues 3,540 3,719 COSTS AND EXPENSES Oil and Gas Production Expenses 611 686 Real Estate Operating Expenses 1,238 1,216 Depreciation, depletion and amortization 898 947 General and Administrative 232 256 --------- --------- Total Costs and Expenses 2,979 3,105 --------- --------- Income from Operations 561 614 OTHER INCOME (EXPENSE) (63) 160 GAIN ON SALES OF MARKETABLE SECURITIES (Note 3) 3,040 2,202 INTEREST EXPENSE (997) (1,060) --------- --------- Income before provision for income taxes 2,541 1,916 PROVISION FOR INCOME TAXES 889 586 --------- --------- Net income $ 1,652 $ 1,330 --------- --------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,330,164 9,671,663 --------- --------- INCOME PER COMMON SHARE $.18 $.14 --------- --------- 2 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (000's Omitted) (Unaudited) For The Three Months Ended -------------------------- March 31, March 31, 1996 1995 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,652 $ 1,330 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation, depletion and amortization 898 947 Deferred income tax provision 488 74 Amortization (adjustment) of deferred and unearned compensation in connection with non-qualified stock option plan, net (134) (297) Gain on sales of marketable securities (3,040) (2,202) Foreign currency transactions - Changes in operating assets and liabilities - (Increase) decrease in receivables (922) (270) (Increase) in prepaid expenses and other current assets (30) 588 Increase (decrease) in accounts payable, accrued and other liabilities 2,207 (471) ------- ------- Net cash provided by (used in) operating activities $ 1,119 $ (301) ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures, net (3,263) (446) Purchase of marketable securities -0- (1,392) Proceeds from sales of marketable securities -0- 2,074 ------- ------- Net cash provided by (used in) investing activities ($3,263) $ 236 ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long term debt 3,750 - Principal payment of long term debt (1,300) (558) Purchase of treasury stock (526) ( 1) Exercise of stock options - - Other - 116 ------- ------- Net cash provided by (used in) financing activities $ 1,924 $ (443) ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 17 49 ------- ------- Net increase (decrease) in cash and cash equivalents (203) (459) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,601 907 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,398 $ 448 ------- ------- SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS: Cash paid during the period for - Interest, net of amounts capitalized $ 949 $ 1,022 Income taxes, net 380 43 ------- ------- 3 WILSHIRE OIL COMPANY OF TEXAS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1996 (Unaudited) 1. FINANCIAL STATEMENTS The condensed financial statements included herein have been prepared by the Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Registrant believes that the disclosures are adequate to make the information presented not misleading. 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. This condensed financial information reflects, in the opinion of management, all adjustments necessary to present fairly the results for the interim periods. The results of operations for such interim periods are not necessarily indicative of the results for the full year. 2. DESCRIPTION OF BUSINESS: Wilshire Oil Company of Texas is a diversified corporation engaged in oil and gas exploration and production and real estate operations. The Company's oil and gas operations are conducted both in its own name and through several wholly-owned subsidiaries in the United States and Canada. Crude oil and natural gas productions are sold to oil refineries and natural gaspipeline companies. The Company's real estate holdings are located in the states of Arizona, Florida, New Jersey, Texas and Georgia. The Company also maintains investments in marketable securties. 3. GAIN ON SALES OF MARKETABLE SECURITIES The Company realized gains from the sales of marketable securities of $3,040,000 for the three months ended March 31, 1996 and $2,202,000 for the three months March 31, 1995. Included in accounts receivable on the March 31, 1996 consolidated balance sheet are proceeds due on first quarter 1996 sales of securities. 4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net income for the quarter ended March 31 increased from $1,330,000 in 1995 to $1,652,000 in 1996. Oil and gas revenues were $1,349,000 in the first quarter of 1996 as compared with $1,635,000 in 1995. This decrease was due to production declines from quarter to quarter. Much of this decrease in production is typical of the natural decline experienced in a "horizontal well" drilling program. Real estate revenues increased from $2,084,000 in 1995 to $2,191,000 in 1996. This increase was attributable to generally higher rents and occupancy. Overall, costs and expenses were comparable from quarter to quarter, amounting to $2,979,000 in 1996 and $3,105,000 in 1995. Oil and gas production expense decreased by $75,000, real estate operating expenses increased by $22,000, depreciation, depletion and amortization decreased by $49,000, and general and administrative expenses decreased by $24,000. Gain on sales of marketable securities was $3,040,000 in 1996 as compared with $2,202,000 in 1995. Interest expense decreased from $1,060,000 in the first quarter of 1995 to $997,000 in 1996. This decrease is attributable to lower interest rates in 1996. The provision for income taxes includes Federal and Canadian taxes. Differences between the effective tax rate and the statutory income tax rates are principally due to foreign resource tax credits in Canada and the dividend exclusion in the United States. ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES On December 31, 1993 the Company adopted Statement of Financial Accounting Standards No. 115 "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). The investments of the Company are principally equity securities, held for indefinite periods of time. These securities are carried at fair value and the difference between cost and fair value is charged/credited directly to shareholders' equity net of income taxes. As of March 31, 1996, the gross unrealized gain on marketable securities was $17,783,000. This amount, net of related deferred income taxes of $8,001,000, is included as a credit to shareholders' equity in the Company's March 31, 1996 consolidated balance sheet. 5 LIQUIDITY AND CAPITAL RESOURCES At March 31, 1996 the Company had approximately $12.3 million in marketable securities at cost, with a market value of approximately $30.1 million. The current ratio at March 31, 1996 was 3.38 to 1 on a market basis, which management considers adequate for the Company's current business. The Company's working capital was approximately $26 million at March 31, 1996. The Company anticipates that cash provided by operating activities and investing activities will be sufficient to meet its capital requirements to acquire oil and gas properties and to drill and evaluate these and other oil and gas properties presently held by the Company. The level of oil and gas capital expenditures will vary in future periods depending on market conditions, including the price of oil and the demand for natural gas, and other related factors. As the Company has no material long-term commitments with respect to its oil and gas capital expenditure plans, the Company has a significant degree of flexibility to adjust the level of its expenditures as circumstances warrant. The Company plans to actively continue its exploration and production activities as well as search for the acquisition of oil and gas producing properties and of companies with desirable oil and gas producing properties. There can be no assurance that the Company will in fact locate any such acquisitions. During the first quarter of 1996, the Company acquired real estate properties from The Trust Company of New Jersey at an aggregate purchase price of approximately $3 million. The Company will explore other real estate acquisitions as they arise. The timing of any such acquisition will depend on, among other things, economic conditions and the favorable evaluation of specific opportunities presented to the Company. Accordingly, while the Company anticipates that it will actively explore real estate acquisition opportunities, no assurance can be given that any such acquisition will occur. Net cash provided by (used in) operating activities was $1,119,000 in 1996 and $(301,000) in 1995. The increase in 1996 was primarily due to changes in operating assets and liabilities. Net cash provided by (used in) investing activities was $(3,263,000) in 1996 and $236,000 in 1995. The decrease in 1996 was principally attributable to the first quarter acquisition of real estate properties discussed above. Net cash provided by (used in) financing activities was $1,924,000 in 1996 and $(443,000) in 1995. The variation principally relates to the issuance of long-term debt in connection with the aforementioned purchases of real estate properties during the first quarter of 1996. The Company believes it has adequate capital resources to fund operations for the foreseeable future. 6 PART II - OTHER INFORMATION ITEM 1, 2, 3, 4, 5 - NOT APPLICABLE ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K A Form 8-K was filed on February 16, 1996 relating to an amendment to the Registrant's By- Laws. 7 S I G N A T U R E S 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. WILSHIRE OIL COMPANY OF TEXAS (Registrant) Date: May 15, 1996 /s/ S. Wilzig Izak ------------ ----------------------------------------- By: S. Wilzig Izak Chairman of the Board and Chief Executive Officer (Duly Authorized Officer and Chief Financial Officer) EX-27 2 EXHIBIT 27
5 0000107454 WILSHIRE OIL COMPANY OF TEXAS 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1,398,000 30,086,000 4,975,000 0 0 36,830,000 171,075,000 103,440,000 110,465,000 10,888,000 0 0 0 10,014,000 20,805,000 110,465,000 1,349,000 3,540,000 611,000 2,979,000 0 0 997,000 2,541,000 889,000 1,652,000 0 0 0 1,652,000 .18 .18
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