-----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, FL1sZVGPruI5stwXtD4JAcUsPCgmCz/UqpXY1BHykA1gFRfW02x1b44c/zrmdPGA dYK0R4xgu5rhrB55IBDBiQ== 0000950110-97-001303.txt : 19970818 0000950110-97-001303.hdr.sgml : 19970818 ACCESSION NUMBER: 0000950110-97-001303 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970815 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: 97664675 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 June 30, 1997 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 ----- 9,265,310 WILSHIRE OIL COMPANY OF TEXAS INDEX Page No. -------- Part I Financial Information Financial Information: 1 Consolidated Balance Sheets - June 30, 1997 and December 31, 1996 Consolidated Statements of Operations - 2 Six months ended June 30, 1997 and 1996 Consolidated Statements of Operations - 3 Three months ended June 30, 1997 and 1996 Consolidated Statements of Cash Flows - 4 Six months ended June 30, 1997 and 1996 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) ASSETS June 30, December 31, 1997 1996 --------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 959 $ 1,192 Accounts receivable 1,212 1,855 Marketable securities, stated at market value in 1997 and 1996 19,427 24,106 Prepaid expenses and other current assets 675 442 -------- -------- Total current assets 22,273 27,595 -------- -------- INVESTMENT IN PREFERRED STOCK OF THE TRUST COMPANY OF NEW JERSEY 3,000 3,000 -------- -------- PROPERTY AND EQUIPMENT Oil and gas properties, using the full cost method of accounting 132,419 131,655 Real estate properties 42,520 40,534 Other property and equipment 410 430 -------- -------- 175,349 172,619 Less - Accumulated depreciation, depletion and amortization 106,951 104,836 -------- -------- 68,398 67,783 -------- -------- $ 93,671 $ 98,378 ======== -------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 1,725 $ 2,911 Accounts payable 1,983 2,197 Accrued liabilities 2,392 2,932 -------- -------- Total current liabilities 6,100 8,040 -------- -------- LONG - TERM DEBT, less current portion 41,952 46,299 -------- -------- DEFERRED INCOME TAXES AND OTHER NONCURRENT LIABILITIES 16,320 16,411 -------- -------- SHAREHOLDERS' EQUITY Common stock, $1 par value, 15,000,000 shares authorized; issued 10,013,544 shares in 1997 and 1996 10,014 10,014 Capital in excess of par value 9,680 9,700 Unrealized gain on marketable securities ($6,000 in 1997 and $9,047 in 1996), net of deferred income taxes 3,275 4,976 Retained earnings 13,719 10,237 -------- -------- 36,688 34,927 Less - Treasury stock, 748,234 and 765,169 shares in 1997 and 1996, at cost 4,743 4,851 Cumulative foreign currency translation adjustment 2,646 2,448 -------- -------- 29,299 27,628 -------- -------- $ 93,671 $ 98,378 ======== ======== 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, 1997 1996 ----------- ----------- REVENUES Oil & Gas $ 2,842 $ 2,730 Real Estate 4,791 4,586 ----------- ----------- Total Revenues 7,633 7,316 COSTS AND EXPENSES Oil and Gas Production Expenses 1,184 1,225 Real Estate Operating Expenses 2,725 2,634 Depreciation, depletion and amortization 2,115 1,901 General and Administrative 806 853 ----------- ----------- Total Costs and Expenses 6,830 6,613 ----------- ----------- Income from Operations 803 703 OTHER INCOME 370 101 GAIN ON SALES OF MARKETABLE SECURITIES (Note 3) 6,001 5,673 INTEREST EXPENSE (1,819) (1,984) ----------- ----------- Income before provision for income taxes 5,355 4,493 ----------- ----------- PROVISION FOR INCOME TAXES 1,873 1,438 ----------- ----------- Net income $ 3,482 $ 3,055 ----------- ----------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,264,338 9,314,238 ----------- ----------- INCOME PER COMMON SHARE $ .38 $ .33 ----------- ----------- 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, 1997 1996 ----------- ----------- REVENUES Oil & Gas $ 1,422 $ 1,381 Real Estate 2,450 2,395 ----------- ----------- Total Revenues 3,872 3,776 COSTS AND EXPENSES Oil and Gas Production Expenses 601 614 Real Estate Operating Expenses 1,401 1,396 Depreciation, depletion and amortization 1,272 1,003 General and Administrative 437 621 ----------- ----------- Total Costs and Expenses 3,711 3,634 ----------- ----------- Income from Operations 161 142 OTHER INCOME 180 164 GAIN ON SALES OF MARKETABLE SECURITIES (Note 3) 3,312 2,633 INTEREST EXPENSE (896) (987) ----------- ----------- Income before provision for income taxes 2,757 1,952 ----------- ----------- PROVISION FOR INCOME TAXES 991 549 ----------- ----------- Net income 1,766 $ 1,403 ----------- ----------- AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING: 9,265,403 9,298,313 ----------- ----------- INCOME PER COMMON SHARE $ .19 $ .15 ----------- ----------- 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, 1997 1996 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 3,482 $ 3,055 Adjustments to reconcile net income to net cash provided by operating activities - Depreciation, depletion and amortization 2,115 1,901 Deferred income tax provision 244 549 Amortization (adjustment) of deferred and unearned compensation in connection with non-qualified stock option plan, net (20) 236 Gain on sales of marketable securities (6,001) (5,673) Foreign currency transactions -- -- Changes in operating assets and liabilities - (Increase) decrease in receivables 643 261 (Increase) decrease in prepaid expenses and other current assets (233) 3 Increase (decrease) in accounts payable, accrued and other liabilities 182 164 ------- ------- Net cash provided by (used in) operating activities $ 412 $ 496 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures, net (2,730) (4,779) Purchase of marketable securities (344) (167) Proceeds from sales and redemptions of securities 8,053 6,881 ------- ------- Net cash provided by (used in) investing activities $ 4,979 $ 1,935 ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long term debt 1,615 3,950 Principal payment of long term debt (7,149) (6,445) Purchase of treasury stock -- (593) Exercise of stock options 108 22 ------- ------- Net cash provided by (used in) financing activities ($5,426) ($3,066) ------- ------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (198) 45 ------- ------- Net increase (decrease) in cash and cash equivalents (233) (590) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,192 1,601 ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 959 $ 1,011 ------- ------- SUPPLEMENTAL DISCLOSURES TO THE STATEMENTS OF CASH FLOWS: Cash paid during the period for - Interest, net of amounts capitalized $ 1,790 $ 1,881 Income taxes, net 1,231 2,837 ------- ------- 4 WILSHIRE OIL COMPANY OF TEXAS NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1997 (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 $6,001,000 and $5,673,000 for the six months ended June 30, 1997 and 1996, respectively, and $3,312,000 and $2,633,000 for the three months ended June 30, 1997 and 1996, respectively . 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 $3,055,000 in 1996 to $3,482,000 in 1997. Net income for the quarter ended June 30 increased from $1,403,000 in 1996 to $1,766,000 in 1997. Consolidated revenues for the six months ended June 30 increased from $7,316,000 in 1996 to $7,633,000 in 1997. Oil and gas revenues increased from $2,730,000 to $2,842,000 and real estate revenues increased from $4,586,000 to $4,791,000. Total costs and expenses were comparable from half to half, amounting to $6,830,000 in 1997 and $6,613,000 in 1996. Oil and gas production expense decreased by $41,000 and general and administrative expenses decreased by $47,000. Real estate operating expense increased by $91,000 and depreciation, depletion and amortization increased by $214,000. Interest expense decreased from $1,984,000 in the first half of 1996 to $1,819,000 in 1997. This decrease is attributable to a reduced level of long-term debt and lower interest rates in general in 1997. Gain on sales of marketable securities was $6,001,000 in 1997 as compared with $5,673,000 in 1996. The provision for income taxes includes Federal, state, 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 June 30, 1997, the gross unrealized gain on marketable securities was $6 million. This amount, net of related deferred income taxes of $2.7 million, is included as a credit to shareholders' equity in the Company's June 30, 1997 consolidated balance sheet. 6 Liquidity and Capital Resources At June 30, 1997 the Company had approximately $13.4 million in marketable securities at cost, with a market value of approximately $19.4 million. The current ratio at June 30, 1997 was 3.7 to 1 on a market basis, which management considers adequate for the Company's current business. The Company's working capital was approximately $16.2 million at June 30, 1997. 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 six months ended June 30, 1997, the Company acquired real estate properties from The Trust Company of New Jersey ("TCNJ") at an aggregate purchase price of approximately $1.9 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 second half of 1997. 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 $412,000 and $496,000 in the first six months of 1997 and 1996, respectively. The changes principally relate to changes in operating assets and liabilities. Net cash provided by (used in) investing activities was $4,979,000 and $1,935,000 in the first six months of 1997 and 1996, respectively. Variations in purchases of marketable securities, proceeds from sales of marketable securities, and capital expenditures, including the 1997 first half acquisitions of $1.9 million of real estate properties, contributed to these changes. Included in proceeds from sales and redemptions of securities of $8,053,000 for the six months ended June 30, 1997 is a redemption of 7,500 shares, at par, aggregating $750,000, of preferred stock of TCNJ. Net cash provided by (used in) financing activities was $(5,426,000) and $(3,066,000) in the first half of 1997 and 1996, respectively. The variation relates to both the issuance of long-term debt in connection with purchases of real estate properties during 1997 and 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 - -------- -------------------------------- No Form 8-K was filed during the quarter ended June 30, 1997. 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: August 13, 1997 /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 FINANCIAL DATA SCHEDULE
5 6-MOS DEC-31-1997 JUN-30-1997 959,000 19,427,000 1,212,000 0 0 22,273,000 175,349,000 106,951,000 93,671,000 6,100,000 0 0 0 10,014,000 19,285,000 93,671,000 2,842,000 7,633,000 1,184,000 6,830,000 0 0 1,819,000 5,355,000 1,873,000 3,482,000 0 0 0 3,482,000 0.38 0.38
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