-----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, SWW1PHZ+ZbU5L6PWkr66G6pcYGKp20s9A679DcSIGg2Jp4RxDWmtCy2C3gZDvgqP ivORl9AYmh7jDGwplfxBYA== 0000950110-96-001332.txt : 19961106 0000950110-96-001332.hdr.sgml : 19961106 ACCESSION NUMBER: 0000950110-96-001332 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961104 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: 96653867 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 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 September 30, 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--9,285,384 WILSHIRE OIL COMPANY OF TEXAS INDEX Page No. -------- Part I Financial Information Financial Information: 1 Consolidated Balance Sheets-- September 30, 1996 and December 31, 1995 Consolidated Statements of Operations-- 2 Nine months ended September 30, 1996 and 1995 Consolidated Statements of Operations-- 3 Three months ended September 30, 1996 and 1995 Consolidated Statement of Cash Flows-- 4 Nine months ended September 30, 1996 and 1995 Notes to Consolidated Financial Statements 5 Management's Discussion and Analysis 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) September 30, December 31, ASSETS 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 1,088 $ 1,601 Accounts receivable 841 1,013 Marketable securities, at market value 21,330 30,521 Prepaid expenses and other current assets 276 341 -------- -------- Total current assets 23,535 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 131,698 130,280 Real estate properties 40,172 36,535 Other property and equipment 381 410 -------- -------- 172,251 167,225 Less--Accumulated depreciation, depletion and amortization 105,568 102,515 -------- -------- 66,683 64,710 -------- -------- $ 96,218 $104,186 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 3,700 $ 3,514 Accounts payable 2,841 2,042 Accrued liabilities 2,653 4,170 -------- -------- Total current liabilities 9,194 9,726 -------- -------- LONG--TERM DEBT, less current portion 44,046 47,298 -------- -------- DEFERRED INCOME TAXES 15,443 17,688 -------- -------- COMMITMENTS AND CONTINGENCIES (Note 3) SHAREHOLDERS' EQUITY Common stock, $1 par value, 15,000,000 shares authorized; issued 10,013,544 shares in 1996 and 1995 10,014 10,014 Capital in excess of par value 9,877 9,925 Unrealized gain on marketable securities ($9,176 in 1996 and $17,174 in 1995), net of deferred income taxes 5,050 9,446 Retained earnings 9,557 6,459 -------- -------- 34,498 35,844 Less-- Treasury stock, 728,160 and 621,313 shares in 1996 and 1995, at cost 4,659 4,010 Cumulative foreign currency translation adjustment 2,304 2,360 -------- -------- 27,535 29,474 -------- -------- $ 96,218 $104,186 ======== ======== 1 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (000's Omitted, Except Share Data) (Unaudited) FOR THE NINE MONTHS ENDED --------------------------- September 30, September 30, 1996 1995 ------------- ------------- REVENUES Oil & Gas $ 4,237 $ 4,428 Real Estate 6,923 6,403 ---------- ---------- Total Revenues 11,160 10,831 COSTS AND EXPENSES Oil and Gas Production Expenses 1,817 2,047 Real Estate Operating Expenses 3,950 3,593 Depreciation, depletion and amortization 3,051 3,402 General and Administrative 1,036 1,015 ---------- ---------- Total Costs and Expenses 9,854 10,057 ---------- ---------- Income from Operations 1,306 774 OTHER INCOME 347 528 GAIN ON SALES OF MARKETABLE SECURITIES (Note 3) 7,208 5,946 INTEREST EXPENSE ( 2,935) (3,123) ---------- ---------- Income before provision for income taxes 5,926 4,125 PROVISION FOR INCOME TAXES 1,845 1,274 ---------- ---------- Net income $ 4,081 $ 2,851 ---------- ---------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,304,676 9,630,632 ---------- ---------- INCOME PER COMMON SHARE $ .44 $ .30 ---------- ---------- 2 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (000's Omitted, Except Share Data) (Unaudited) FOR THE THREE MONTHS ENDED ------------------------------ September 30, September 30, 1996 1995 ------------- ------------- REVENUES Oil & Gas $ 1,507 $ 1,415 Real Estate 2,337 2,164 ----------- ---------- Total Revenues 3,844 3,579 COSTS AND EXPENSES Oil and Gas Production Expenses 592 685 Real Estate Operating Expenses 1,316 1,221 Depreciation, depletion and amortization 1,150 1,325 General and Administrative 183 326 ---------- ---------- Total Costs and Expenses 3,241 3,557 ---------- ---------- Income from Operations 603 22 OTHER INCOME 246 200 GAIN ON SALES OF MARKETABLE SECURITIES (Note 3) 1,535 1,046 INTEREST EXPENSE ( 951) (1,012) ---------- ---------- Income before provision for income taxes 1,433 256 PROVISION FOR INCOME TAXES 407 39 ---------- ---------- Net income 1,026 $ 217 ---------- ---------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,285,760 9,590,530 ---------- ---------- INCOME PER COMMON SHARE $ .11 $ .02 ---------- ---------- 3 WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (000's Omitted) (Unaudited)
For The Nine Months Ended ----------------------------- September 30, September 30, 1996 1995 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 4,081 $ 2,851 Adjustments to reconcile net income to net cash provided by operating activities-- Depreciation, depletion and amortization 3,051 3,402 Deferred income tax provision 1,359 874 Amortization (adjustment) of deferred and unearned compensation in connection with non-qualified stock option plan, net ( 59) (182) Gain on sales of marketable securities (7,208) (5,946) Foreign currency transactions -- -- Changes in operating assets and liabilities-- (Increase) decrease in receivables 172 1,026 (Increase) in prepaid expenses and other current assets 65 570 Increase (decrease) in accounts payable, accrued and other liabilities (1,185) ( 288) -------- -------- Net cash provided by (used in) operating activities $ 276 $ 2,307 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures, net ( 5,026) ( 2,462) Purchase of marketable securities ( 167) ( 2,473) Proceeds from sales of marketable securities 8,566 5,915 -------- -------- Net cash provided by (used in) investing activities $ 3,373 $ 980 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long term debt 3,950 -- Principal payment of long term debt ( 7,016) ( 1,792) Purchase of treasury stock ( 656) ( 522) Cash Dividends ( 465) ( 674) Other 18 ( 14) -------- -------- Net cash provided by (used in) financing activities ($ 4,169) ($ 3,002) -------- -------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 7 7 -------- -------- Net increase (decrease) in cash and cash equivalents (513) 292 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,601 907 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,088 $ 1,199 -------- -------- SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS: Cash paid during the period for-- Interest, net of amounts capitalized $ 2,742 $ 2,921 Income taxes, net 2,884 453 -------- --------
4 WILSHIRE OIL COMPANY OF TEXAS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 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 gas pipeline 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 securities. 3. GAIN ON SALES OF MARKETABLE SECURITIES The Company realized gains from the sales of marketable securities of $7,208,000 and $5,946,000 for the nine months ended September 30, 1996 and 1995, respectively, and $1,535,000 and $1,046,000 for the three months ended September 30, 1996 and 1995, respectively. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net income for the nine months ended September 30 increased from $2,851,000 in 1995 to $4,081,000 in 1996. Net income for the quarter ended September 30 increased from $217,000 in 1995 to $1,026,000 in 1996. Consolidated revenues for the nine months ended September 30 increased from $10,831,000 in 1995 to $11,160,000 in 1996. Oil and gas revenues were $4,237,000 in the first nine months of 1996 as compared with $4,428,000 in 1995. Real estate revenues increased from $6,403,000 in the first nine months of 1995 to $6,923,000 in 1996. This increase was principally attributable to the operations of investment real estate properties acquired in 1996 as well as generally higher rents and occupancy. Total costs and expenses were comparable from period to period amounting to $9,854,000 in 1996 and $10,057,000 in 1995. Oil and gas production expense decreased by $230,000 and depreciation, depletion and amortization decreased by $351,000. General and administrative expense increased by $21,000 and real estate operating expenses increased by $357,000, principally due to the newly acquired properties in 1996. Interest expense decreased from $3,123,000 in the first nine months of 1995 to $2,935,000 in 1996. This decrease is attributable to a reduction in long-term debt and lower interest rates in 1996. Gain on sales of marketable securities was $7,208,000 in 1996 as compared with $5,946,000 in 1995. 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 Certain Investments in Debt and Equity Securities The Company has 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 September 30, 1996, the gross unrealized gain on marketable securities was $9.2 million. This amount, net of related deferred income taxes of $4.1 million, is included as a credit to shareholders' equity in the Company's September 30, 1996 consolidated balance sheet. 6 Liquidity and Capital Resources At September 30, 1996 the Company had approximately $12 million in marketable securities at cost, with a market value of approximately $21.3 million. The current ratio at September 30, 1996 was 2.6 to 1 on a market basis, which management considers adequate for the Company's current business. The Company's working capital was approximately $14 million at September 30, 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. The Company is currently planning further acquisitions of investment properties during the next several months. Accordingly, while the Company anticipates that it will actively explore these and other real estate acquisition opportunities, no assurance can be given that any such acquisition will occur. Net cash provided by (used in) operating activities was $276,000 and $2,307,000 in the first nine months of 1996 and 1995, respectively. The changes principally relate to changes in operating assets and liablilities. Net cash provided by (used in) investing activities was $3,373,000 and $980,000 in the first nine months of 1996 and 1995, respectively. Variations in purchases of marketable securities, proceeds from sales of marketable securities, and capital expenditures, including the 1996 first quarter acquisition of $3 million of real estate properties, contributed to these changes. Net cash provided by (used in) financing activities was $(4,169,000) and $(3,002,000) in the first nine months of 1996 and 1995, respectively. The variation relates to both the issuance of long-term debt in connection with purchases of real estate properties during 1996 and principal payments of long-term debt. The Company believes it has adequate capital resources to fund operations for the foreseeable future. 7 PART II--OTHER INFORMATION Item 1, 2, 3, 4, 5--Not applicable Item 6-- Exhibits and Reports on Form 8-K Form 8-K, dated June 21, 1996, was filed on July 9, 1996, to report the issuance of Rights pursuant to the adoption of a Stockholder Protection Rights Plan. 8 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: November 4, 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 ART. 5 FDS FOR 3RD QUARTER 10-Q
5 1,000 9-MOS DEC-31-1996 SEP-30-1996 1,088,000 21,330,000 841,000 0 0 23,535,000 172,251,000 105,568,000 96,218,000 9,194,000 0 0 0 10,014,000 17,521,000 96,218,000 4,237,000 11,160,000 1,817,000 9,854,000 0 0 2,935,000 5,926,000 1,845,000 4,081,000 0 0 0 4,081,000 0.44 0.44
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