-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, R+DwQjyd8NIAWdYoga9ao6i2ShJYOlpAK6debKQ6qN4+8cCJa5byb+fnPjwJvKJz TZ1SNLyHdvzitbqAegEx4g== 0000950110-94-000280.txt : 19940824 0000950110-94-000280.hdr.sgml : 19940824 ACCESSION NUMBER: 0000950110-94-000280 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94544503 BUSINESS ADDRESS: STREET 1: 921 BERGEN AVE CITY: JERSEY CITY STATE: NJ ZIP: 07306-4204 BUSINESS PHONE: 2014202796 MAIL ADDRESS: STREET 2: 921 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 10-Q 1 FOR QUARTER ENDED 06/30/94 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, 1994 Commission file number 1-467 ------------------------ WILSHIRE OIL COMPANY OF TEXAS - - ------------------------------------------------------------------------------- (Exact name of registrant 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 -----9,660,173 WILSHIRE OIL COMPANY OF TEXAS INDEX Page No. -------- Part I Financial Information Financial Information: Consolidated Balance Sheets - 1 June 30, 1994 and December 31, 1993 Consolidated Statements of Operations - 2 Six months ended June 30, 1994 and 1993 Consolidated Statements of Operations - 3 Three months ended June 30, 1994 and 1993 Consolidated Statements of Cash Flows - 4 Six months ended June 30, 1994 and 1993 Notes to Consolidated Financial Statements 5 Management's Discussion and Analysis 6, 7 & 8 of Financial Condition and Results of Operations Part II Other Information 9
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (000's Omitted, Except Share Data) (Unaudited) ASSETS June 30, December 31, ------ 1994 1993 -------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 1,183 $ 1,566 Accounts receivable 4,482 4,644 Marketable securities, stated at market value in 1993 and 1994 32,665 39,490 Prepaid expenses and other current assets 426 380 -------- -------- Total current assets 38,756 46,080 -------- -------- INVESTMENT IN PREFERRED STOCK OF THE TRUST COMPANY OF NEW JERSEY 6,000 3,000 -------- -------- PROPERTY AND EQUIPMENT Oil and gas properties, using the full cost method of accounting 126,501 125,135 Real estate properties 36,072 25,218 Other property and equipment 351 350 -------- -------- 162,924 150,703 Less - Accumulated depreciation, depletion and amortization 97,212 95,131 -------- -------- 65,712 55,572 -------- -------- $110,468 $104,652 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY - - ------------------------------------ CURRENT LIABILITIES: Current portion of long-term debt $ 1,945 $ 1,839 Accounts payable 2,146 1,757 Income taxes payable 685 55 Accrued liabilities 1,060 677 -------- -------- Total current liabilities 5,836 4,328 -------- -------- LONG-TERM DEBT, less current portion 52,799 40,721 -------- -------- DEFERRED INCOME TAXES 19,875 23,681 -------- -------- COMMITMENTS AND CONTINGENCIES (Note 2) SHAREHOLDERS' EQUITY Common stock, $1 par value, 15,000,000 shares authorized; issued 10,013,544 and 10,000,182 shares in 1994 and 1993 10,000 10,000 Capital in excess of par value 12,574 12,492 Unrealized gain on marketable securities, net of deferred income taxes 12,514 17,537 Retained earnings (deficit) 1,810 (188) -------- -------- 36,898 39,841 Less - Treasury stock, 353,371 and 276,636 shares in 1994 and 1993, at cost 2,410 1,872 Cumulative foreign currency translation adjustment 2,530 2,047 -------- -------- 31,958 35,922 -------- -------- $110,468 $104,652 ======== ========
1 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (000's Omitted, Except Share Data) (Unaudited) FOR THE SIX MONTHS ENDED ------------------------ June 30, June 30, 1994 1993 -------- --------- REVENUES Oil & Gas $ 4,021 $ 4,416 Real Estate 3,785 2,976 Non-recurring gas settlement -- 450 ---------- ----------- Total Revenues 7,806 7,842 COSTS AND EXPENSES Oil and Gas Production Expenses 1,331 1,277 Real Estate Operating Expenses 2,074 1,720 Depreciation, depletion and amortization 2,413 2,804 General and Administrative 712 468 ---------- ----------- Total Costs and Expenses 6,530 6,269 ---------- ----------- Income from Operations 1,276 1,573 INTEREST INCOME 2 39 OTHER INCOME 179 168 GAIN ON SALES OF MARKETABLE SECURITIES (Note 1) 3,811 3,096 INTEREST EXPENSE (1,546) (1,312) ---------- ----------- Income before provision for income taxes 3,722 3,564 ---------- ----------- PROVISION FOR INCOME TAXES Federal Current 672 651 Deferred 401 383 Foreign Current 46 67 Deferred 34 37 ---------- ----------- 1,153 1,138 ---------- ----------- Net income $ 2,569 $ 2,426 ---------- ----------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,991,514 10,230,933 ---------- ----------- INCOME PER COMMON SHARE $ .26 $ .24 ---------- ----------- 2 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (000's Omitted, Except Share Data) (Unaudited) FOR THE THREE MONTHS ENDED -------------------------- June 30, June 30, 1994 1993 -------- -------- REVENUES Oil & Gas $ 2,179 $ 2,206 Real Estate 2,014 1,493 ---------- ----------- Total Revenues 4,193 3,699 COSTS AND EXPENSES Oil and Gas Production Expenses 601 699 Real Estate Operating Expenses 1,102 904 Depreciation, depletion and amortization 1,352 1,397 General and Administrative 313 225 ---------- ----------- Total Costs and Expenses 3,368 3,225 ---------- ----------- Income from Operations 825 474 INTEREST INCOME 1 28 OTHER INCOME 96 95 GAIN ON SALES OF MARKETABLE SECURITIES (Note 1) 1,709 1,829 INTEREST EXPENSE (854) (645) ---------- ----------- Income before provision for income taxes 1,777 1,781 ---------- ----------- PROVISION FOR INCOME TAXES Federal Current 392 570 Deferred 76 (79) Foreign Current (28) 100 Deferred 74 (12) ---------- ----------- 514 579 ---------- ----------- Net income 1,263 $ 1,202 ---------- ----------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,979,740 10,233,388 ---------- ----------- INCOME PER COMMON SHARE $ .13 $ .12 ---------- ----------- 3 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (000's Omitted) (Unaudited) For The Six Months Ended ------------------------ June 30, June 30, 1994 1993 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 2,569 $ 2,426 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation, depletion and amortization 2,413 2,804 Deferred income tax provision 435 420 Amortization (adjustment) of deferred and unearned compensation in connection with non-qualified stock option plan, net 92 (165) Gain on sales of marketable securities (3,811) (3,096) Foreign currency transactions -- (40) Changes in operating assets and liabilities - (Increase) decrease in receivables (759) (449) (Increase) in prepaid expenses and other current assets (32) (65) Increase (decrease) in income taxes payable 717 (1,785) Increase (decrease) in accounts payable, accrued and other liabilities (283) (377) -------- ------- Net cash provided by (used in) operating activities $ 1,341 $ ( 327) -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures, net (12,235) (4,619) Purchases of marketable securities (2,584) (41) Purchase of Preferred Stock (3,000) -- Proceeds from sales of marketable securities 4,414 4,157 -------- ------- Net cash provided by (used in) investing activities ($13,405) $ (503) -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long term debt 22,804 3,209 Principal payment of long term debt (10,620) (402) Purchase of treasury stock (538) -- Exercise of stock options -- -- Other -- 4 -------- ------- Net cash provided by (used in) financing activities $ 11,646 $ 2,811 -------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 35 5 -------- ------- Net increase (decrease) in cash and cash equivalents (383) 1,986 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,566 3,051 -------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,183 $ 5,037 -------- ------- SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS: Cash paid during the period for - Interest, net of amounts capitalized $ 1,437 $ 1,160 Income taxes, net 364 2,266 -------- ------- 4 WILSHIRE OIL COMPANY OF TEXAS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1994 (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. GAIN ON SALES OF MARKETABLE SECURITIES -------------------------------------- The Company realized gains from the sales of shares of Jacobs Engineering Group, Inc. of $3,811,000 and $ 3,096,000 for the six months ended June 30, 1994 and 1993, respectively, and $1,709,000 and $1,829,000 for the three months ended June 30, 1994 and 1993, respectively . 3. COMMITMENTS AND CONTINGENCIES ----------------------------- Federal income tax returns of the Company and its subsidiaries for the years 1975 through 1983 are under review by the Internal Revenue Service. The Company believes that final settlement of its Federal tax liability for those years will not have a significant effect on its consolidated financial position. The Company is a defendant in a lawsuit by a co-owner on one of its oil and gas properties. The lawsuit seeks an unspecified amount of royalties and interest for prior year production at the property. While the ultimate outcome of this litigation cannot be predicted at this time, management believes that this matter will not have a material adverse effect on the Company's consolidated financial position or its results of operations. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations - - --------------------- Net income for the six months ended June 30 increased from $2,426,000 in 1993 to $2,569,000 in 1994. Net income for the quarter ended June 30 increased from $1,202,000 in 1993 to $1,263,000 in 1994. Oil and gas revenues decreased by $395,000 in the first half of 1994 as compared to 1993 due to sharp declines in crude oil prices. Consolidated revenues were lower in 1994 than in 1993 as the 1993 amounts included a non-recurring gas settlement of $450,000. Real estate revenues increased from $2,976,000 in the first half of 1993 to $3,785,000 in 1994. This increase was principally attributable to the operations of the income producing real estate properties acquired June 30, 1993 and March 31, 1994 as well as generally higher rents and occupancy. Oil and gas production expense increased in the first half of 1994 over 1993 principally as a result of new wells completed in the second half of 1993. Real estate operating expenses increased in the first half of 1994 over 1993 principally due to the newly acquired properties in the second half of 1993 and the first half of 1994. Depreciation, depletion, and amortization expense decreased in the first half of 1994 compared with 1993 principally as a result of the increase in the estimated value of the Company's oil and gas reserves. This increase in reserves is due to the Company's successful horizontal oil drilling program. The gain on sales of marketable securities is derived from sales of shares of Jacobs Engineering Group, Inc. Interest expense increased in the first half of 1994 over 1993 principally due to the addition of the new real estate properties in the second half of 1993 and the first half of 1994. The provision for income taxes includes Federal and Canadian taxes. Differences between the effective tax rate and the statutory income tax rates are due to foreign resource tax credits in Canada and the dividend exclusion in the United States. Accounting for Income Taxes - - --------------------------- Statement of Financial Accounting Standard No. 109- "Accounting for Income Taxes" became effective for the Company beginning in the first quarter of 1993. SFAS 109 requires, among other things, an asset and liability approach to accounting for income taxes. SFAS 109 did not have a material impact on the Company's consolidated financial statements. 6 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 June 30, 1994, the gross unrealized gain on marketable securities was $22.8 million. This amount, net of related deferred income taxes of $10.2 million, is included as a credit to shareholders' equity in the Company's June 30, 1994 consolidated balance sheet. Liquidity and Capital Resources - - ------------------------------- At June 30, 1994 the Company had approximately $9.9 million in marketable securities at cost, with a market value of approximately $33 million. The current ratio at June 30, 1994 was 6.6 to 1 on a market basis, which management considers adequate for the Company's current business. The Company's working capital was approximately $33 million at June 30, 1994. The Company anticipates that cash provided by operating activities, principally from oil and gas sales as well as 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. On March 31, 1994 the Company acquired various real estate properties at an aggregate purchase price of $10,240,000 from The Trust Company of New Jersey, which also provided the long-term financing of $8,704,000. 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. 7 Net cash provided by (used in) operating activities was $1,341,000 and $(327,000) in the first six months of 1994 and 1993, respectively. The increase in 1994 was primarily due to the payment in 1993 of Canadian tax liabilities settled in 1992. Net cash used in investing activities was $13,405,000 and $503,000 in the first six months of 1994 and 1993, respectively. The Company acquired $10.2 million of real estate properties during the first half of 1994 and $3.8 million during the first half of 1993. Additionally, the Company acquired approximately $5.6 million of securities in 1994. Net cash provided by financing activities was $11,646,000 and $2,811,000 in the first half of 1994 and 1993, respectively. The variation principally relates to the issuance of long-term debt in connection with purchases of real estate properties during 1993 and 1994. During the first half of 1994 the Company renegotiated all of its secured bank loans (other than mortgage notes). Among other things, more favorable principal amortization was obtained and the maturity dates of these loans were extended. The Company believes it has adequate capital resources to fund operations for the foreseeable future. 8 PART II - OTHER INFORMATION Item 1, 2, 3, 4, 5 - Not applicable - - ------------------ -------------- Item 6 - Exhibits and Reports on Form 8-K - - -------- -------------------------------- No Form 8-K was filed during the quarter ended June 30, 1994. 9 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: August 12, 1994 /s/ Sherry Wilzig Izak --------------- ----------------------------------------- By: Sherry Wilzig Izak Chairman of the Board and Chief Executive Officer (Duly Authorized Officer and Chief Financial Officer)
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: August 12, 1994 /s/ SHERRY WILZIG IZAK --------------- ----------------------------------------- By: Sherry Wilzig Izak Chairman of the Board and Chief Executive Officer (Duly Authorized Officer and Chief Financial Officer)
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