EX-99.(C)(II) 2 we19219537-ex99_cii.htm PRESENTATION DATED DECEMBER 2, 2010 OF TM CAPITAL CORP. TO THE BOARD OF DIRECTORS OF THE COMPANY we19219537-ex99_cii.htm
 
 
Exhibit (c)(ii)
Mergers & Acquisitions Ÿ Exclusive Sales & Divestitures Ÿ Financings & Recapitalizations Ÿ Restructurings & Advisory Services
Presentation to the Special Committee of
the Board of Directors of:
December 2, 2010
 
 

 
20 years | relationship driven investment banking
Table of Contents
   
     Tab
 Situation Overview  I
 Company Overview  II
 Valuation Analysis   III
 Summary Valuation  IV
 
 

 
20 years | relationship driven investment banking
 TAB I: Situation Overview
 
 

 
20 years | relationship driven investment banking
 § Wilshire Enterprises, Inc. (WLSE: Pink Sheets) plans to effect a reverse split of the Company’s common stock
 at a ratio of 1 for 500, followed immediately by a forward 500 for 1 split of the common stock, and to provide
 for payment of $1.00 per share in cash (the “Consideration”) to those stockholders (the “Fractional
 Shareholders”) holding, prior to the reverse stock split, fewer than 500 shares of common stock (the
 “Transaction”)
 § The Company estimates that 3,066 of the approximate 3,283 stockholders of record own fewer than 500
 shares
 § After the reverse and forward split, with fractional share repurchases, the Company estimates it will have
 approximately 217 stockholders of record
 § Once the Company has fewer than 300 stockholders of record, it can terminate its public company reporting
 status
 § The Company estimates that the Transaction will result in the purchase of approximately 204,357 shares
 § On August 10, 2009 the Company announced the commencement of a tender offer to purchase shares of its
 common stock. On September 14, 2009, the Company announced that it purchased 4,047,380 shares of its
 common stock at a purchase price of $2.00 per share.
  TM Capital provided an opinion to the Company that the $2.00 per share consideration paid to tendering
 shareholders was fair to such holders from a financial point of view
 § The Company has asked TM Capital to provide an opinion as to whether the Consideration to be received by
 the Fractional Shareholders, pursuant to the Transaction, is fair to such holders from a financial point of view
Situation Overview
1
 
 

 
20 years | relationship driven investment banking
Proposed Transaction Rationale
 § Public company costs are high and increasing
  The costs of complying with the Sarbanes-Oxley Act, increased D&O insurance expenses, audit costs and
 implementation of related corporate governance reforms have become significant
  The costs associated with retaining public status, servicing stockholders and continuing public communications remain
 high
  The time demands on management and employees associated with public company status are significant
 § Preparing public reports, filings, press releases and Regulation FD compliance
  Since the Company has relatively few executive personnel, these costs can be material
  Investor relations and communications with stockholders take management time
  Stockholders are unable to benefit fully from public company status due to limited liquidity and the Company’s micro-
 cap classification
 § Stockholders are not able to move into, or out of, stock positions without materially impacting
      the market price
  The Company is not able to raise capital conventionally in public markets
  The Company has not been able to attract any significant institutional investor interest in the public equity
  The Company is not able to effectively use shares for acquisitions
 § Reduced competitive risks with increased focus
  Management can focus more time on long-term financial results and goals rather than short-term market concerns
  The Company no longer has to disclose competitive business or other sensitive information
2
 
 

 
20 years | relationship driven investment banking
Proposed Transaction Rationale
 § A go dark transaction effected via a reverse and then immediate stock split provides multiple
 benefits
  Reduces direct and indirect costs
  Saves management and employee time
  Small stockholders are able to sell without a commission
  The cash demands on the Company to accomplish the reverse split are predictable
 § Several negative ramifications affecting shareholders in a “go dark” transaction include:
  Small shareholders who might want to retain ownership will have their common shares converted into the right to
 receive cash
  Liquidity for continuing shareholders will be reduced
  The Company will cease filing required SEC financial reports resulting in less information available to shareholders
3
 
 

 
20 years | relationship driven investment banking
TM Capital’s Procedures
 § In performing our analyses, TM Capital has, among other things:
  Reviewed the Company’s Annual Reports on Form 10-K and related financial information for the years ended
 December 31, 2005 through December 31, 2009
  Reviewed the Company’s Quarterly Reports on Form 10-Q and the related unaudited financial information for the
 periods ended March 31, June 30 and September 30, 2010
  Reviewed the Proxy Statement on Schedule 14A for the Company’s Annual Meeting of Stockholders held on
 December 29, 2009
  Reviewed a draft of the Company’s proxy statement prepared in connection with the Transaction
  Reviewed certain information, including historical financial data and financial forecasts, relating to the business,
 earnings, cash flow, assets and prospects of the Company, furnished to us by the Company or publicly available
  Conducted discussions with members of senior management of the Company concerning its business and prospects
  Reviewed the historical market prices and trading activity of the Company’s common stock
  Compared certain financial and market information for the Company with that of selected publicly traded companies
 which we deemed to be relevant
  Compared the financial terms of the Transaction with those of certain other transactions which we deemed to be
 relevant
  Reviewed a property valuation analysis of the Company prepared with the assistance of management
  Reviewed such other financial studies and analyses and performed such other investigations and took into account
 such other matters as we deemed necessary, including our assessment of general economic, market and monetary
 conditions
 § Management has confirmed to TM Capital that there is no current intention to pursue a sale of
      the Company or any of the Company’s continuing properties
4
 
 

 
 TAB II: Company Overview
 
 

 
20 years | relationship driven investment banking
Company Overview
 § Wilshire Enterprises, Inc. was founded in 1949 and engages in acquiring, owning and managing
 real estate properties and real estate related securities in the United States
 § Traded on the Pink Sheets: market capitalization as of November 29, 2010 of $1.4 million
 § Company owns property in three states: Arizona, New Jersey and Texas
 § All properties are managed by MEB Management Services, Inc.
 § Currently serves the multifamily market, retail/office market and condominium market, and has
 land for potential real estate development
  The multifamily segment is comprised of five communities with a total of 950 units, averaging 876 square feet per unit
  The retail/office segment is comprised of one retail center with 66,552 square feet of rentable space and two office
 buildings with 125,700 square feet of rentable space
  The condominium segment is comprised of one community with 10 units
  The undeveloped land segment is comprised of five plots of lands in New Jersey totaling 19 acres
5
 
 

 
20 years | relationship driven investment banking
Properties Overview
*Classified by the Company as Discontinued Operations
(1) Per September 30, 2010 rent rolls provided by management
6
 
 

 
20 years | relationship driven investment banking
Properties Overview (cont.)
*Classified by the Company as Discontinued Operations
(1) Does not include Discontinued Operations
7
 
 

 
20 years | relationship driven investment banking
Stock Ownership Summary
(1) Shares Owned excludes stock options and nonvested restricted shares
(2) Total Shares Outstanding as of November 12, 2010
8
 
 

 
20 years | relationship driven investment banking
Historical Consolidated Income Statements
(1) See page 10 for a detailed schedule of non-recurring general and administrative expenses
9
 
 

 
20 years | relationship driven investment banking
Historical Non-recurring General & Administrative Expense
10
 
 

 
20 years | relationship driven investment banking
Historical Consolidated Balance Sheets
11
 
 

 
20 years | relationship driven investment banking
Historical Consolidated Statement of Cash Flows
12
 
 

 
20 years | relationship driven investment banking
Selected Historical Data by Property - Continuing Operations
13
 
 

 
20 years | relationship driven investment banking
Historical and Projected Financial Summary
Revenue
Net Operating Income
($ in thousands)
LTM
LTM
14
 
 

 
20 years | relationship driven investment banking
 TAB III: Valuation Analysis
 
 

 
20 years | relationship driven investment banking
Valuation Approaches
 Review of current and
 historical trading prices
 and volume of Wilshire
 Enterprises’ common
 stock
 “Public Market”
 valuation
 Value based on public
 market trading multiples
 of similar multifamily real
 estate investment trusts
 and real estate operating
 companies
 “Transaction Specific”
 valuation
 Analyzes the premiums
 paid in other
 reverse/forward split
 transactions resulting in
 the company “going dark”
 Present value of
 projected free cash flows
 Incorporates time value
 and cost of capital
 considerations
 Relies on Management
 projections
 Value that could
 hypothetically be derived
 from the sale of
 properties and the
 satisfaction of liabilities
 Relies on management’s
 guidance
15
 
 

 
20 years | relationship driven investment banking
Summary Market Data - Wilshire Enterprises, Inc.
Source: Capital IQ and management
(1) Balance sheet and income statement data as of the LTM ended September 30, 2010
16
 
 

 
20 years | relationship driven investment banking
Stock Price and Trading Volume History - Since $2 Tender Offer
Expiration
September 4, 2009
Self Tender Expiration
$1.84
Average Monthly Volume:
18,727 shares
Closing Price
November 29, 2010: $0.35
January 27, 2010
Begins Trading on Pink Sheets
$1.31
Source: Capital IQ
Note: Represents common stock traded from September 4, 2009 to November 29, 2010
17
 
 

 
20 years | relationship driven investment banking
Source: Capital IQ
Note: Represents common stock traded from November 30, 2007 to November 29, 2010
Three Year Stock Price and Trading Volume History
Closing Price
November 29, 2010: $0.35
September 4, 2009
Self Tender Expiration
$1.84
June 16, 2008
NWJ Announces Acquisition
Closing Price June 13, 2008:
$3.34
December 4, 2008
NWJ Agreement Terminated
Closing Price December 3, 2008:
$1.58
April 3, 2009
Settlement Agreement
Closing Price April 2, 2009:
$1.30
Average Monthly Volume:
96,377 shares
January 27, 2010
Begins Trading on Pink Sheets
$1.31
18
 
 

 
20 years | relationship driven investment banking
Latest Twelve Months Stock Price Performance
Source: Capital IQ
Stock prices from November 30, 2009 to November 29, 2010
Publicly Traded Comparable Companies Index is equally weighted and includes: Apartment Investments & Management Co. (NYSE:AIV), Associated
Estates Realty Corp. (NYSE:AEC), BRE Properties Inc. (NYSE:BRE), Essex Property Trust (NYSE:ESS), First Real Estate Investment Trust of New
Jersey (OTCBB:FREV.S), Home Properties Inc. (NYSE:HME), Mid-America Apartment Communities Inc. (NYSE:MAA), New England Realty
Associates LP (AMEX:NEN), NTS Realty Holding LP (AMEX:NLP), and Post Properties Inc. (NYSE:PPS)  
19
 
 

 
20 years | relationship driven investment banking
Shares of Wilshire Enterprises Traded at or Below Analysis -
Since $2 Tender Offer Expiration
Source: Capital IQ
Note: Represents common stock traded from September 4, 2009 to November 29, 2010
(1) Shares outstanding of 4,141,099 as of November 12, 2010 per 10Q for the nine months ended September 30, 2010. Does not include shares
issuable upon exercise of stock options
20
 
 

 
20 years | relationship driven investment banking
Shares of Wilshire Enterprises Traded at or Below Analysis -
Three Year
Source: Capital IQ
Note: Represents common stock traded from November 30, 2007 to November 29, 2010
(1) Shares outstanding of 4,141,099 as of November 12, 2010 per 10Q for the nine months ended September 30, 2010. Does not include shares
issuable upon exercise of stock options
21
 
 

 
20 years | relationship driven investment banking
Selected Public Companies Criteria
 § TM Capital analyzed 10 selected public companies’ operating and valuation statistics in
 comparison to that of Wilshire Enterprises, Inc.
 § To be included in this analysis, each company had to meet the following criteria:
  Headquartered in the United States
  Traded on a United States exchange
  Real estate holding and operating companies and real estate investment trusts focused on multifamily housing
22
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Publicly Traded Companies
Source: Capital IQ and company filings
Note: Historical Average includes latest three fiscal years and latest twelve months
Enterprise Value as of November 29, 2010
(1) Adjusted for non-recurring and unusual items
Enterprise Value / EBITDA Multiples (1)
23
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Publicly Traded Companies
Enterprise Value / Net Operating Income (1)
Source: Capital IQ and company filings
Note: Historical Average includes latest three fiscal years and latest twelve months
Enterprise Value as of November 29, 2010
(1) Adjusted for non-recurring and unusual items
24
 
 

 
20 years | relationship driven investment banking
 § Wilshire does not pay a dividend to its shareholders. All of the other publicly traded companies
 have a dividend yield ranging from 1.7% to 7.2%.
Analysis of Selected Publicly Traded Companies
Source: Capital IQ and company filings
NM = Not Meaningful. Wilshire does not pay a dividend to its shareholders.
Note: LTM dividend yield calculated as the stock price as of November 29, 2010 divided by the cumulative latest twelve months dividend. Average historical dividend
yield calculated as the stock price as of November 29, 2010 divided by average annual dividend for 2007, 2008, 2009 and the latest twelve months.
Dividend Yield
25
 
 

 
20 years | relationship driven investment banking
2007
2008
2009
2010
Analysis of Selected Publicly Traded Companies
Source: Capital IQ and company filings
Note: EV / NOI for all periods prior to November 2010 calculated by dividing the EV as of the last day of each month by the previous fiscal year’s net operating income.
EV / NOI for November 2010 calculated by dividing the EV as of November 29, 2010 by the NOI for the latest twelve months.
(1) Adjusted for non-recurring and unusual items
Enterprise Value / Net Operating Income
(1)
26
 § Wilshire has traded on an EV / NOI basis at a 33.3% average discount to the publicly traded
 comparable companies since January 2007
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Publicly Traded Companies - Valuation
Data
Enterprise Value as of November 29, 2010     
NA = Not Applicable. Wilshire does not pay a dividend to its shareholders.
(1) Adjusted for non-recurring and unusual items    
(2) As of November 29, 2010. WLSE market capitalization based on closing price of $0.35 and the 4,141,099 shares outstanding as of November 29, 2010
(3) Historical Average includes latest three fiscal years and latest twelve months
27
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Publicly Traded Companies - Descriptions
28
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Publicly Traded Companies - Descriptions
(cont.)
29
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Recent Reverse/Forward Split “Go Dark”
Transactions
 § TM Capital analyzed historical reverse/forward stock splits announced by publicly traded
 companies from January 2007 to November 2010
 § To be included in this analysis, each company had to meet the following criteria:
  Headquartered in the United States
  Traded in the United States
  Announced a reverse stock spilt immediately followed by a forward stock split
  Purpose of the stock split was to reduce the number of stockholders of records to under 300 in order to terminate its
 public company reporting status and “go dark”
  Market capitalization 1 day prior to announcement greater than $1 million
  Takeout payment price per share greater than $0.25
30
 
 

 
20 years | relationship driven investment banking
Analysis of Selected Recent Reverse/Forward Split “Go Dark”
Transactions
Note: Stock split and pricing data per Capital IQ and Bloomberg. LTM revenue per Capital IQ.
Excludes utilities, financials and special purpose acquisition corporations.
* As of announcement day.
31
 
 

 
20 years | relationship driven investment banking
Discounted Cash Flow Analysis
(1) Based on estimates provided by management
(2) Excludes non-recurring general and administrative expense
(3) Assumes an effective tax rate of 40%
(4) Discounted to December 31, 2010
(5) Per Bloomberg, weighted average cost of capital of publicly traded comparable
 companies was 7.79%, adjusted upwards by approximately 5% to reflect WLSE’s
 smaller size and limited liquidity
(6) Balance sheet data per quarterly results as of September 30, 2010
(7) Current liabilities includes accounts payable, accrued liabilities and deferred income
32
 
 

 
20 years | relationship driven investment banking
Property Sale Analysis
(1) Residential low end capitalization rate assumption per PricewaterhouseCoopers’ Korpacz Real Estate Survey, Third Quarter 2010.
 Average national apartment market capitalization rate of 7.12%. Based on regional differences as detailed in PricewaterhouseCoopers’ Korpacz
 Real Estate Survey, Third Quarter 2010, TM Capital applied a higher capitalization rate to those properties based in Arizona and Texas.
 Average Mid-Atlantic region apartment market capitalization rate of 7.15%.
  Residential high end capitalization rate adjusted to reflect the assumption of a quick property sale and regional location of properties.
(2) Commercial low end capitalization rate assumption per PricewaterhouseCooper’s Korpacz Real Estate Survey, Third Quarter 2010.
 Average national strip shopping center capitalization rate of 8.09%.
 Average national suburban office capitalization rate of 8.40%.
 Commercial high end capitalization rate adjusted to reflect the assumption of a quick property sale and the regional location of properties.
33
TM Capital arrived at the
capitalization rates utilized
herein based upon published
statistics adjusted for the
location and condition of the
Company’s properties
Comments
 
 

 
20 years | relationship driven investment banking
Property Sale Analysis (cont.)
Note: Liquidation of other assets and liabilities not included in this analysis as the net effect is expected to be immaterial
(1) Liquidation estimates per management guidance
(2) Assumes disposition costs of 4.0%
(3) Assumes a tax basis of $22.5 million and a 40% tax rate
(4) Assumes properties will be sold within one year. For a discussion of assumed cost of capital see page 32.
34
 
 

 
20 years | relationship driven investment banking
 TAB IV: Summary Valuation
 
 

 
20 years | relationship driven investment banking
 § TM Capital took the following factors, among others, into consideration in determining the
      relevant multiples, discount rates and cap rates in valuing Wilshire’s common stock
 § There is limited liquidity in the common stock
 § Wilshire has traded, on average, at a 33% discount on an NOI basis to the comparable publicly traded companies,
 which we believe reflects Wilshire’s smaller size, relatively higher level of general and administrative expenses and
 lack of dividend payment
 § Management has confirmed that it has no intention to pursue a sale of the Company or any of the continuing
 properties which would be required to realize the values implied by the discounted cash flow and property sale
 analysis
Summary Valuation
Note:  Represents the “Go Dark” offer price of $1.00 per share
NM = Not Meaningful
(1) Price per share ranges from ($3.38) to ($2.59)
(2) Price per share ranges from ($3.37) to ($2.64)
(3) Price per share ranges from ($0.45) to $0.64
Valuation Ranges
(1)
(2)
(3)
35
 
 

 
20 years | relationship driven investment banking
Summary Valuation
36
(1) LTM and Historical Average NOI multiples
 discounted by approximately 33% which
 we believe reflects Wilshire’s smaller size,
 relatively higher level of general and
 administrative expenses and lack of
 dividend payment
(2) Based on the median of premiums /
 (discounts) shown
(3) Based on the closing share price of $0.35
 as of November 29, 2010
Notes