8-K 1 b332338_8k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2004 Date of Report (Date of earliest event reported) WILSHIRE ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-4673 84-0513668 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) Identification No.) 921 Bergen Avenue, Jersey City, New Jersey 07306 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (201) 420-2796 ITEM 5. Other Events and Regulation FD Disclosure As previously reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, the Company recently disposed of certain material assets. On April 8, 2004 the Company announced that it had consummated the sale of its Canadian oil and gas business to Addison Energy Inc., a wholly owned subsidiary of Exco Resources, Inc. for $15 million in gross proceeds. On April 23, 2004 the Company announced that it had consummated the sale of its United States oil and gas business to Crow Creek Energy LLC, a Tulsa, Oklahoma based privately held portfolio company of Natural Gas Partners of Dallas, Texas, for $13.3 million in gross proceeds of which $600,000 has been placed in escrow to allow for any potential post closing adjustments. On March 30, 2004 the Company consummated the sale of eleven real estate properties in New Jersey for gross proceeds of $11 million and a net book gain, after taxes, of approximately $3.0 million. This Form 8-K is being filed to provide certain additional pro forma financial information with respect to such dispositions. ITEM 7. Financial Statements and Exhibits b. Pro Forma financial information. -2- SIGNATURE 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. Dated: May 27, 2004 WILSHIRE ENTERPRISES, INC. (Registrant) By: /s/ Philip G. Kupperman. ------------------------ Philip G. Kupperman. President and Chief Financial Officer -3- UNAUDITED PRO FORMA FINANCIAL STATEMENTS INTRODUCTION The unaudited pro forma condensed statements of operations reflect the historical consolidated statements of operations of the Company as if the dispositions of the Company's Canadian and United States oil and gas business and the eleven properties in New Jersey had been consummated in the periods presented. The Pro Forma Unaudited Consolidated Balance Sheet reflects the historical consolidated balance sheet of the Company, giving effect to the dispositions of the Canadian and United States oil and gas business as if it had been consummated on March 31, 2004. The sale of the New Jersey properties was consummated in March 2004 and the effect of that sale was included in the Company's historic March 31, 2004 balance sheet. The Pro Forma Unaudited Consolidated Statement of Income for the period ended December 31, 2003 reflects the income for the period giving effect as if both the dispositions of the Canadian and United States oil and gas business and the sale of the New Jersey properties had been consummated as of December 31, 2003. The Pro Forma Unaudited Consolidated Statement of Income for the period ended March 31, 2004 reflects the income for the period giving effect as if the dispositions of the Canadian and United States oil and gas business had been consummated as of March 31, 2004. The sale of the New Jersey properties was consummated in March 2004 and the effect of that sale was already included in the Consolidated Statement of Income as of March 31, 2004. You should read this information in conjunction with the: o Accompanying notes to the unaudited pro forma condensed financial statements; o Historical financial statements of the Company as of and for the year ended December 31, 2003 included in the Company's Annual Report on Form 10-K for such year. o Historical unaudited financial statements of the Company as of and for the three months ended March 31, 2004 included in the Company's Quarterly Report on Form 10-K for such quarter. The unaudited pro forma condensed financial information is presented for informational purposes only. The pro forma information is not necessarily indicative of what the financial position or results of operations of the Company would have actually been had the dispositions occurred on March 31, 2004 or December 31, 2003. In addition, the unaudited pro forma condensed financial information does not purport to project the future financial position or results of operations of the Company. -4- WILSHIRE ENTERPRISES, INC. PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2004
ASSETS Pro Forma Pro Forma As Reported Adjustments Balances CURRENT ASSETS Cash and cash equivalents $ 11,489,000 26,164,234 [a] $ 37,653,234 Restricted cash 184,000 600,000 [a] 784,000 Marketable securities, available-for-sale, at fair value 2,070,000 2,070,000 Accounts receivable net of allowances of $65,000 1,357,000 1,357,000 Prepaid expenses and other current assets 2,057,000 2,057,000 ------------------- ------------------- Total current assets 17,157,000 43,921,234 ------------------- ------------------- NONCURRENT ASSETS Mortgage notes receivable 1,850,000 1,850,000 Other noncurrent 865,000 865,000 PROPERTY AND EQUIPMENT - Oil and gas properties - Held for sale 143,298,000 (143,298,000) [b] - Real estate properties 54,414,000 54,414,000 Real estate properties- Held for sale 9,456,000 (9,800) [b] 9,446,200 ------------------- ------------------- 207,168,000 63,860,200 Less: Accumulated depreciation and amortization 15,246,000 15,246,000 Accumulated depreciation and amortization - Property held for sale 117,207,000 (116,735,308) [b] 471,692 ------------------- ------------------- 74,715,000 48,142,508 ------------------- ------------------- TOTAL ASSETS $ 94,587,000 $ 94,778,742 =================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current portion of long-term debt $ 737,000 737,000 Accounts payable 1,921,000 1,921,000 Income taxes payable 1,134,000 1,134,000 Deferred income taxes 10,522,000 (174,000) [c] 10,348,000 Accrued liabilities 1,721,000 (243,258) [d] 1,477,742 Deferred income 570,000 570,000 Current liabilities associated with discontinued operations 1,771,000 (1,411,000) [e] 360,000 ------------------- Total current liabilities 18,376,000 16,547,742 NONCURRENT LIABILITIES Long-term debt, less current portion 47,247,000 47,247,000 Deferred income taxes 1,402,000 1,402,000 Deferred income 655,000 655,000 Other long-term liabilities 224,000 224,000 ------------------- ------------------- Total liabilities 67,904,000 66,075,742 ------------------- ------------------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Preferred stock, $1 par value, 1,000,000 shares authorized; none issued and outstanding - - Common stock, $1 par value, 15,000,000 shares - authorized; issued 10,013,544 shares 10,014,000 10,014,000 Capital in excess of par value 9,029,000 9,029,000 Treasury stock 2,210,713 (10,355,000) (10,355,000) Retained Earnings 19,866,000 19,866,000 Accumulated other comprehensive loss (1,871,000) 2,020,000 [f] 149,000 ------------------- ------------------- Total shareholders' equity 26,683,000 28,703,000 ------------------- ------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 94,587,000.00 $ 94,778,742 =================== ===================
[a] Record total proceeds received from sale of US and Canadian oil and gas properties; $600,000 held in escrow pending potential US post-closing adjustments [b] To reflect sale of oil and gas properties [c] Reduction in taxes resulting from $400,000 purchase price adjustment at closing [d] Reduction primarily due to liabilities assumed by purchaser [e] Canadian revolver demand loan paid off at closing [f] Cumulative Foreign Currency Translation Adjustment recognized upon sale WILSHIRE ENTERPRISES, INC. PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF INCOME For the twelve months ended December 31, 2003
Pro Forma Pro Forma As Reported Adjustments Balance --------------- --------------- Revenues Real estate $ 12,137,000 $ 12,137,000 -------------- -------------- Total revenues 12,137,000 12,137,000 -------------- -------------- Cost and Expenses Real estate operating expenses 7,303,000 7,303,000 Depreciation and amortization 2,443,000 2,443,000 General and administrative 2,283,000 2,283,000 -------------- -------------- Total costs and expenses 12,029,000 12,029,000 -------------- -------------- Income from Operations 108,000 108,000 Other Income Dividend and interest income 743,000 743,000 Gain on sale of securities 2,621,000 2,621,000 Insurance proceeds 1,000,000 1,000,000 Other Income (expense) 183,000 183,000 Interest Expense -3,955,000 -3,955,000 -------------- -------------- Income (loss) before provision for income taxes 700,000 700,000 Provision (Benefit) for Income Taxes -208,000 -208,000 -------------- -------------- Net Income (loss) from Continuing Operations 908,000 908,000 Discontinued Operations - Real Estate, Net of Taxes Loss from operations -200,000 -200,000 Gain from sales 1,097,000 3,036,000 [a] 4,133,000 Discontinued Operations - Oil & Gas, Net of Taxes -3,178,000 (564,000) [b] -3,742,000 -------------- -------------- Net Income ($1,373,000) $ 1,099,000 ============== ============== Basic earnings per share: Earnings (loss) from continuing operations $0.12 $0.12 Earnings from discontinued operations -0.29 0.02 --------------- --------------- Net earnings applicable to common stockholders ($0.17) $0.14 ============== =============== Diluted earnings per share: Earnings (loss) from continuing operations $0.12 $0.12 Earnings from discontinued operations -0.29 0.02 -------------- --------------- Net earnings applicable to common stockholders ($0.17) $0.14 ============== ===============
[a] To reflect gain on sale of eleven real estate properties that closed on March 31, 2004 [b] To record excess carrying value of oil and gas properties due mostly from a negative change in the Cumulative Foreign Currency Translation Adjustment and a subsequent purchase price adjustment from the original estimated sales price. WILSHIRE ENTERPRISES, INC. PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF INCOME For the three months ended March 31, 2004
Pro Forma Pro Forma As Reported Adjustments Balance --------------- --------------- Revenues Real estate $ 3,037,000 $ 3,037,000 --------------- --------------- Total revenues 3,037,000 3,037,000 --------------- --------------- Cost and Expenses Real estate operating expenses 1,763,000 1,763,000 Depreciation and amortization 542,000 542,000 General and administrative 329,000 329,000 --------------- --------------- Total costs and expenses 2,634,000 2,634,000 --------------- --------------- Income from Operations 403,000 403,000 Other Income Dividend and interest income 194,000 194,000 Other Income (expense) 53,000 53,000 Interest Expense -763,000 -763,000 --------------- --------------- Income (loss) before provision for income taxes -113,000 -113,000 Provision (Benefit) for Income Taxes -54,000 -54,000 --------------- --------------- Net Income (loss) from Continuing Operations -59,000 -59,000 Discontinued Operations - Real Estate, Net of Taxes Loss from operations -121,000 -121,000 Gain from sales 3,036,000 3,036,000 Discontinued Operations - Oil & Gas, Net of Taxes -257,000 -257,000 --------------- --------------- Net Income $ 2,599,000 $ 2,599,000 =============== =============== Basic earnings per share: Earnings (loss) from continuing operations ($0.01) ($0.01) Earnings from discontinued operations 0.34 0.34 --------------- --------------- Net earnings applicable to common stockholders $0.33 $0.33 =============== =============== Diluted earnings per share: Earnings (loss) from continuing operations $(0.01) $(0.01) Earnings from discontinued operations 0.34 0.34 --------------- --------------- Net earnings applicable to common stockholders $0.33 $0.33 =============== ===============