-----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, Ap1Q7vWz/SbBjh2KxT3Kb0D9gugu7yRS1yAQHRWuXWOGGOOzMXnCwv3SrORegDmS JLFyAkCU/XRAg02kgzQK6A== 0001125282-04-005087.txt : 20041018 0001125282-04-005087.hdr.sgml : 20041018 20041015174601 ACCESSION NUMBER: 0001125282-04-005087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041018 DATE AS OF CHANGE: 20041015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILSHIRE OIL CO OF TEXAS CENTRAL INDEX KEY: 0000107454 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 840513668 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04673 FILM NUMBER: 041081902 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 CITY: JERSEY CITY STATE: NJ ZIP: 07306 8-K 1 b401606_8k.txt CURRENT REPORT 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 October 13, 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 (Former name or former address, if changed since last report.) ITEM 8.01. OTHER EVENTS AND REGULATION FD DISCLOSURE The Company today broadcast an investor presentation. Copies of the materials included in the broadcast are attached as exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS a. Not applicable. b. Not applicable c. Exhibits The following exhibit is filed with this report: Exhibit Number Description -------------- ----------- 99.1 Slides included in the investor presentation broadcast on October 13, 2004. -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: October 15, 2004 WILSHIRE ENTERPRISES, INC. (Registrant) By: /s/ Daniel C. Pryor -------------------------------- Daniel C. Pryor President -3- EX-99.1 2 b401606ex99_1.txt INVESTOR PRESENTATION Exhibit 99.1 WILSHIRE ENTERPRISES, INC. INVESTOR PRESENTATION OCTOBER 2004 AMEX: WOC SHERRY WILZIG IZAK: Good afternoon ladies and gentlemen. I am Sherry Wilzig Izak, the Chairman and Chief Executive Officer of Wilshire Enterprises. On behalf of the Board of Directors and the management team of Wilshire, I thank you for joining us today for this investor presentation. The presentation is designed to provide existing shareholders and potential investors with an overview of the Company, its assets, and our business strategy to increase the value of these assets. FORWARD LOOKING STATEMENT THE NON-HISTORICAL STATEMENTS IN THIS PRESS RELEASE ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT TO SEVERAL RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH PROJECTIONS. SUCH RISKS AND UNCERTAINTIES INCLUDE UNCERTAINTIES INHERENT IN ANY ATTEMPT TO IMPROVE BUSINESS OPERATIONS, PURCHASE OR SELL ONE OR MORE REAL ESTATE PROPERTIES AT AN ACCEPTABLE PRICE, RISKS ASSOCIATED WITH SEEKING TO ACQUIRE AND INTEGRATE OTHER COMPANIES OR SELL THE COMPANY, COMPETITION, THE SUBSTANTIAL CAPITAL EXPENDITURES REQUIRED TO FUND THE COMPANY'S REAL ESTATE OPERATIONS, MARKET AND ECONOMIC CHANGES IN AREAS WHERE THE COMPANY HOLDS REAL ESTATE PROPERTIES, INTEREST RATE FLUCTUATIONS, THE POSSIBILITY THAT BUSINESS OR MARKET FACTORS COULD CAUSE THE COMPANY TO VARY FROM ITS CURRENT PLANS, THE IMPACT OF CHANGING ECONOMIC CONDITIONS, THE DIFFICULTIES INHERENT IN COMPLYING WITH SECTION 404 OF THE SARBANES-OXLEY ACT, AND OTHER RISKS AND UNCERTAINTIES DISCLOSED IN THE COMPANY'S 2003 FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. IN THIS PRESENTATION, WE REFER TO THE TERM "NET OPERATING INCOME" OR "NOI" WITH REFERENCE TO SPECIFIC REAL ESTATE ASSETS. NOI IS DEFINED AS REVENUE DERIVED FROM SUCH ASSETS LESS PROPERTY RELATED EXPENSES RELATED TO SUCH ASSETS SUCH AS UTILITIES, PROPERTY TAXES, PROPERTY INSURANCE AND PAYROLL (BUT EXCLUDES DEPRECIATION). FOR STOCKHOLDER INQUIRIES: PLEASE CONTACT DAN PRYOR AT 201-420-2796. MS. IZAK: Prior to beginning the presentation, I am required to remind investors that this presentation includes forward looking statements which are subject to risks and uncertainties that could cause actual results to differ materially from such projections. In addition, certain financial data discussed herein, such as net operating income figures for the Company and the individual properties, are unaudited. 2 AGENDA I. COMPANY OVERVIEW II. VALUE CREATION III. FINANCIAL REVIEW MS. IZAK: Our agenda today is to review the Company's business and operating assets and to discuss certain opportunities to increase the value of these assets. We will conclude with a brief financial discussion. 3 I. COMPANY OVERVIEW 4 COMPANY OVERVIEW o WILSHIRE ENTERPRISES, INC. OWNS, MANAGES AND ACQUIRES REAL ESTATE AND REAL ESTATE RELATED SECURITIES o "CORE OPERATING ASSETS" INCLUDE 8 MULTIFAMILY PROPERTIES WITH 1,395 UNITS AND 3 COMMERCIAL PROPERTIES WITH A TOTAL OF 143,000 SQUARE FEET o OTHER INVESTMENTS INCLUDE LAND, TRIPLE NET LEASES, MORTGAGE RECEIVABLES, AND PROPERTIES HELD FOR SALE MS. IZAK: Wilshire is in the business of owning, managing and acquiring real estate and real estate related securities. We are primarily focused on multi-family rental housing. We prefer to operate in select growth markets in the United States with the objective of expanding our presence in this select group of markets. o We categorize as "Core Operating Assets" our properties that generate attractive cash flow returns, have potential value appreciation and are likely to be long-term investments. The Core Operating Assets currently include 8 multifamily properties with 1,395 units and 3 commercial properties totaling 143,000 SF. o The other investments, that are not included in this core group, are a diverse portfolio of real estate assets, some of which generate cash flow, and all of which provide meaningful net asset value to shareholders. 5 INVESTMENT HIGHLIGHTS o DIVERSIFIED REAL ESTATE PORTFOLIO IN GROWTH AREAS o OPPORTUNITIES TO CREATE VALUE INCLUDING: - PURSUING STRATEGIES TO INCREASE CASH FLOW - SELLING ASSETS UNLIKELY TO ACHIEVE PREMIUM RETURNS - CORPORATE TRANSACTIONS WITH WILSHIRE BEING ACQUIROR OR ACQUIREE - INVESTING IN MULTIFAMILY PROPERTIES o APPROXIMATELY $30 MILLION IN AVAILABLE CASH AND MARKETABLE SECURITIES(1) o STRENGTHENED MANAGEMENT TEAM 1. AS OF JUNE 30, 2004 - ADJUSTED FOR ESTIMATE ON TAXES PAYABLE RESULTING FROM THE 2004 SALE OF THE OIL AND GAS BUSINESSES MS. IZAK: Now I would like to review the key investment highlights of the Company: o First, the real estate assets are located in demographic and economic growth areas that include the sunbelt states of Arizona, Texas and Florida and the State of New Jersey. o Second, we believe that opportunities exist to increase the net asset value of the Company including: >> Increasing cash flow from the Core Operating Assets >> Selling assets that are not meeting targeted cash returns or are unlikely to provide meaningful net asset value growth >> Affecting business combinations in which Wilshire is the acquiror or acquiree and an increase in shareholder value is expected >> And making prudent investments that are expected to meet our cash flow requirements o Third, the Company has a strong balance sheet with over $30 million in available cash and marketable securities. Your management team is highly cognizant of being prudent stewards of the Company's balance sheet. o Finally, over the past five months we have strengthened the management team at the corporate office with 5 new professionals and we now total 6 professionals and two assistants. I and the Board of Directors are extremely pleased with the new management team and are highly confident in their abilities to execute the business objectives being discussed today. o A key addition to Wilshire is Dan Pryor, the Company's President and Chief Operating Officer, who I would now like to introduce. As many of you know, Dan joined Wilshire in May 2004 after having served as an outside investment banking advisor to this Company's Board of Directors. Dan's career includes eight years of investment banking at Salomon Smith Barney and Lehman Brothers and eight years in real estate investment, management, development and marketing. We are very pleased to have him with us at Wilshire. o Before I let Dan continue, I do want to mention that we are also extremely fortunate to have Seth Ugelow as our new Chief Financial Officer. Seth brings a tremendous talent to the Company and we welcome his addition. Now to you, Dan. 6 SUMMARY OF ASSETS CORE OPERATING ASSETS ADDITIONAL CASH GENERATING ASSETS ------------------------- ------------------------------------ Sunrise Ridge Apts (AZ) The Wilshire Grand Hotel and Banquet Biltmore Club Apts (AZ) Mortgage Receivables Alpine Village Apts (NJ) The Rutherford Bank Facility Wellington Apts (TX) Amboy Tower (Discontinued Ops.) Royal Mall Plaza (AZ) Twelve Oaks (Pending Sale) Summercreek Apts (TX) Tempe Corporate (AZ) Van Buren Apts (AZ) LAND Galsworthy Arms Apts (NJ) ------------------------------------ Tamarac Office Plaza (FL) Alpine Village Jefferson Gardens (NJ) Lake Hopatcong (Discontinued Ops.) Montville (Sold) Schalk Station (Discontinued Ops.) West Orange (Discontinued Ops.) DAN PRYOR: Good afternoon. It is my pleasure to be speaking before you today. Since I have joined the Company to serve as your President and Chief Operating Officer, I have talked with numerous shareholders and always appreciate the opportunity to discuss the Company's merits and business strategy. Today's presentation is intended to reach a broader audience and we hope you find it useful in your evaluation of the Company. The Company's investment assets are summarized on this page and will be discussed in detail in subsequent pages. o As part of our strategic planning, we categorize the Company's investments as titled on this slide: Core Operating Assets; Additional Cash Generating Assets; and Land o The bulk of the Company's cash flow is being generated by the Core Operating Assets listed on the left side of the page. o The assets listed on the right side of the page provide meaningful net asset value to shareholders but low returns as measured by cash flow. It is the goal of your management team to improve the asset portfolio where ever possible with actions resulting in cash or new assets that generate attractive cash flow returns. 7 CORE OPERATING ASSETS [Graph Omitted] UNAUDITED NOI ---------- PROPERTY (LOCATION) SIZE 2003 - ------------------------- -------------- ---------- Sunrise Ridge Apts (AZ) 340 Units $1,102,889 Biltmore Club Apts (AZ) 378 Units 930,897 Alpine Village Apts (NJ) 132 Units 588,090 Wellington Apts (TX) 228 Units 425,617 Royal Mall Plaza (AZ) 65,691 sq. ft. 389,725 Summercreek Apts (TX) 180 Units 366,076 Tempe Corporate (AZ) 50,700 sq. ft. 352,005 Van Buren Apts (AZ) 70 Units 212,752 Galsworthy Arms Apts (NJ) 45 Condos 184,405 Tamarac Office Plaza (FL) 26,990 sq. ft. 128,331 Jefferson Gardens (NJ) 22 Condos 117,209 ---------- $4,797,995 NOTE: SEE SUBSEQUENT DISCUSSION ON VALUATION OF CONDOMINIUM UNITS MR. PRYOR: The Company's Core Operating Assets generated $4.8 million in net operating income (or "NOI") in 2003. We believe that based on investments made into these properties currently and over the past 18 months, they are well positioned to improve in profitability. As the chart on the right illustrates, the net operating income in total is geographically diversified. o Our internal valuation analyses on these properties are typically based on cash flow and take into account our belief that nearly all of the properties have strong locations and the potential for improved cash flows as will be discussed later in the presentation. o We note that certain properties, such as the condominiums, are not valued by your management team based on cash flow but rather by the potential sale price if we sell the units individually. More on this later. 8 LAND PARCELS
NAME DESCRIPTION COMMENTS - ---------------- ------------------------------------------------------ ----------------------------------------- Alpine Village o 17 acre contiguous land parcel adjacent to the Currently evaluating expansion of Alpine company's 132-unit complex, Alpine Village Village Lake Hopatcong o 1.8 acres on two contiguous parcels on Lake Recent contract for sale at $640,000 Hopatcong zoned for commercial use expired Montville - SOLD o 14.9 acre parcel in New Jersey Sold on 8/25/2004 for $1.0 million in gross proceeds Schalk Station o 36 acre parcel in New Brunswick, NJ zoned for Contract for sale at $3.5 million. commercial use Closing expected December 30, 2004 West Orange o 0.6 acre on three contiguous parcels in West Listed for sale at $550,000 Orange, New Jersey near high-traffic intersection and affluent Livingston, New Jersey
MR. PRYOR: The Company's land assets currently include three parcels held as Discontinued Operations and one parcel being evaluated for development as an expansion of the Company's successful Alpine Village Apartment complex. As noted, the Company recently sold its Montville land parcel for $1.0 million in gross proceeds. 9 MORTGAGE RECEIVABLES o Mortgage receivables of $1,317,000 as of June 30, 2004 o Security for both mortgages is a first lien on 131 condominium units in two contiguous high-rise buildings in Jersey City, New Jersey. The buildings have doorman services and views of the Manhattan skyline o The Company has right to receive proceeds from sale of the underlying condominium units - In the first six months of 2004, the Company received proceeds of $1,263,000 from the sale of 12 units MR. PRYOR: As itemized on the Company's balance sheet, the Company holds a mortgage receivable of $1.3 million as of June 30, 2004 secured by 131 condominium units located at an attractive property in Jersey City, New Jersey. The Company receives interest payments and proceeds from the sale of the underlying units. 10 RUTHERFORD BANK FACILITY o Bank branch triple-net leased to North Fork Savings Bank with annual base rent of $110,000 o Wilshire has a "put option" requiring tenant to purchase land and improvements for $1.4 million which is enforceable at any time until September 30, 2007 o The property is located on a prime location on a corner in the shopping district of Rutherford, New Jersey, an attractive, stable community MR. PRYOR: The Company's Rutherford Bank Facility is triple-net leased to North Fork Savings Bank. The Company receives annual rent of $110,000 and has a "put option" requiring the tenant to purchase this investment for $1.4 million. The Company does not envision exercising this option in the foreseeable future. 11 THE WILSHIRE GRAND HOTEL / BANQUET
PROPERTY DESCRIPTION SUMMARY TERMS OF LEASE - --------------------------------------------------- ----------------------------------------------------- o 89-room boutique hotel and 50,000 square o 25-year, triple net leases for each of the foot banquet facility located in highly hotel and banquet facility expiring in 2028. affluent N.J. area Leases provide the Lessee with two 5-year extension periods o After Lessee invested approximately $12 million in renovations, hotel business o Cumulative base rents in 2005-2009 period opened in August 2003 and banquet facility are expected to be approximately $2.1 completed in June 2004 million, before additional rent premium payments, if any
MR. PRYOR: The Company is the lessor on a triple net basis for an 89-room boutique hotel and 50,000 square foot banquet facility located in the vicinity of highly affluent New Jersey communities. After the lessee invested over $12 million into renovating the property, the hotel opened in August of 2003 and the banquet facility in June 2004. o While this business is still in the early stages of development, and certain amenities and functions have yet to be completed, we believe that the Company's triple net leases have reasonably expected cash flows in base rents of approximately $2.1 million to be paid over the next five years. The lease does allow for rent premiums to Wilshire based on the sales volume at the hotel. o The Company is currently reviewing its alternatives for this investment but cannot comment about potential actions, if any. 12 REAL ESTATE INVESTMENT SUMMARY
PORTFOLIO COMMENTS - ----------------------------- --------------------------------------------------- Core Operating Assets: 2003 NOI of $4.8 million; identifying opportunities to increase cash flow Land Portfolio: Approximately 56 acres on 4 parcels Mortgage Receivables: $1.3 million current value The Rutherford Bank Facility: "Put option" in 2007 for $1.4 million Pending Sale Properties: To be monetized: 72-unit multifamily property; 75,000 sq. ft. office building; and 3 land parcels (included above) The Wilshire Grand Hotel: Triple net leased to hotel operator
MR. PRYOR: In summary, the Company's investments include the Core Operating Assets, which we believe to have meaningful opportunities to increase cash flow, and other investments, which offer situations to generate additional cash and / or increase the net asset value of the Company. 13 II. VALUE CREATION MR. PRYOR: Now we would like to discuss the value creation strategies your management team currently has for the Company. 14 VALUE CREATION STRATEGY o INCREASE CASH FLOW FROM OPERATIONS o UNLOCK VALUE BY MONETIZING OR REPOSITIONING ASSETS TO INCREASE NET ASSET VALUE OF COMPANY o CREATE SHAREHOLDER VALUE VIA MERGER OR PURCHASE CORPORATE TRANSACTIONS WITH WILSHIRE AS ACQUIRER OR ACQUIREE o INVEST IN ASSETS TO ENHANCE FINANCIAL RETURNS AND NET ASSET VALUE OF COMPANY MR. PRYOR: Our primary objectives are to improve the Company's cash flow performance, to unlock value in select assets, to pursue merger or stock purchase discussions and, lastly, to invest prudently in multi-family properties. We believe that if we pursue these objectives, we can increase the net asset value of the Company. 15 I. IMPROVE FINANCIAL PERFORMANCE THE COMPANY BELIEVES THAT THE FINANCIAL PERFORMANCE OF THE CORE OPERATING ASSETS IS LIKELY TO IMPROVE DUE TO VARIOUS FACTORS, INCLUDING: o A TWO YEAR MAJOR CAPITAL IMPROVEMENT PROGRAM IS NEARLY COMPLETED. AS A RESULT, MANAGEMENT BELIEVES THE PROPERTIES ARE MORE COMPETITIVE AND WELL POSITIONED FOR REVENUE INCREASES o SIGNIFICANT INCENTIVES WILL BE ESTABLISHED FOR PROPERTY MANAGERS TO INCREASE PROFITABILITY OF PROPERTIES o A STRENGTHENING IN THE ECONOMY IS LIKELY TO IMPROVE MULTIFAMILY INDUSTRY ECONOMICS MR. PRYOR: We believe that the Core Operating Assets are well positioned for improving financial performance due to a two-year major capital improvement program that is enhancing the competitiveness of the properties and due to new strategies to optimize profitability. 16 I. IMPROVE FINANCIAL PERFORMANCE NUMEROUS UPGRADES HAVE OR WILL BE IMPLEMENTED TO STRENGTHEN COMPETITIVENESS OF PROPERTIES. RECENT EXAMPLES INCLUDE: o SUMMERCREEK: RESURFACING TENNIS COURT, LANDSCAPING, PAVING OF PARKING LOT, NEW EXERCISE ROOM (SOON) o WELLINGTON ESTATES: NEW ROOFS, NEW COVERED PARKING, LANDSCAPING o TEMPE CORPORATE: RENOVATED BATHROOMS, ENTRANCEWAYS AND HALLWAYS; PAINTED EXTERIOR OF BUILDING CAPITAL EXPENDITURES FOR CORE OPERATING ASSETS (UNAUDITED) ---------------------------------------------------------- 2000 2001 2002 2003 2004 BUDGET ---- ---- ---- ---- ----------- $1,172,033 $ 1,071,642 $1,056,451 $1,621,345 $1,500,000 MANAGEMENT BELIEVES THAT IN 2005 CAPITAL EXPENDITURE FOR THESE ASSETS WILL BE IN THE RANGE OF $1.0 MILLION TO $1.2 MILLION MR. PRYOR: As summarized in the chart, the Company increased its capital expenditures significantly over the past two years with the intention of strengthening the competitiveness of select properties. We are mindful of creating appealing and distinctive experiences at our properties to attract and retain tenants. Recent investments have focused on common spaces such as community rooms and exercise facilities. We believe that capital expenditures for the Core Operating Assets will be similar to that experienced in the 2000 - 2002 time period. 17 I. IMPROVE FINANCIAL PERFORMANCE IMPLEMENTING INAUGURAL "PROFIT SHARE" BONUS PROGRAM WITH PROPERTY MANAGERS IN 4Q 2004 o BONUSES PAID ON INCREMENTAL NOI GROWTH IN THE QUARTER ENDED DECEMBER 31, 2004 AS COMPARED TO THE PREVIOUS QUARTER - HALF OF BONUS PAID IN CASH AND HALF OF BONUS "BANKED" TO BE PAID ONLY IF SUBSEQUENT THREE-MONTH PERIOD ACHIEVES REQUIRED GROWTH TARGET o PROFIT SHARE PROGRAM EXPECTED TO RUN FOR TWELVE MONTHS AT SELECT PROPERTIES MR. PRYOR: We have begun a profit share bonus program with property managers to create financial incentives to improve the profitability of the properties. Bonuses will be paid on incremental NOI growth comparing the results of the quarter to the previous quarter. Property managers will increase their take home pay if they improve the profitability of the properties they manage. We will carefully monitor the results and full realization of the profit share to the property manager requires that the subsequent quarter also achieves the required profitability target. The profit share bonus program is expected to run for twelve months and is intended to drive revenue growth as well as expense reductions at select properties. 18 II. "UNLOCK VALUE" WILSHIRE IS CURRENTLY EVALUATING OPPORTUNITIES TO INCREASE NET ASSET VALUE PROPERTY SELECT OPPORTUNITIES - ---------------------- -------------------------------------------------- Galsworthy Arms Apts. POTENTIAL TO SELL A FEW OF THE 34 1-BR AND 11 2-BR (Long Branch, NJ) CONDOMINIUMS AT INITIAL PRICES OF $175K AND $235K. POTENTIAL GROSS VALUE OVER $8.5 MILLION Jefferson Garden Apts. POTENTIAL TO SELL A FEW OF THE 18 1-BR AND 4 2-BR (Jefferson, NJ) CONDOMINIUMS AT INITIAL PRICES OF $100K AND $130K. POTENTIAL GROSS VALUE OVER $2.3 MILLION Alpine Village 17.5 ACRES SUITED FOR EXPANSION; PERMITS TO BE (Sussex, NJ) EVALUATED TO POTENTIALLY INCREASE VALUE OF THE LAND AND EXPAND THIS SUCCESSFUL 132-UNIT MULTIFAMILY PROPERTY MR. PRYOR: We would like to briefly summarize a few opportunities we have identified to potentially increase the net asset value of the Company. o We believe that our condominium units, particularly those at Galsworthy Arms which are located a few blocks from the beach in Long Branch, New Jersey can be sold individually at a value well beyond the value attributable to cash flows. While we are currently improving the building exteriors and landscaping at Galsworthy Arms, we envision selling a few of these units after significant interior upgrades to establish value. These two condominium investments have the potential of generating over $10.8 million in gross asset value from properties that only contributed approximately $302,000 of NOI in 2003. o Adjacent to our Alpine Village property is a 17.5 acre land parcel suited for expansion. We are evaluating obtaining water and sewer permits and other prerequisites to developing the property to increase the value of this land and the adjacent Alpine Village property. The Company does not intend to develop the property itself. 19 II. "UNLOCK VALUE" WILSHIRE IS CURRENTLY EVALUATING OPPORTUNITIES TO INCREASE CASH FLOW PROPERTY SELECT OPPORTUNITIES - ---------------------- -------------------------------------------------- Royal Mall Plaza SIGNIFICANT POTENTIAL TO INCREASE REVENUES, NOI AND (Mesa, AZ) NET ASSET VALUE OF PROPERTY. WILSHIRE RECENTLY HIRED LEASING AGENTS AND IS EVALUATING CONDOMINIUM CONVERSION OF THE MEDICAL BUILDINGS Tempe Corporate SIGNIFICANT POTENTIAL TO INCREASE REVENUE AND CASH (Tempe, AZ) FLOW. RECENTLY HIRED LEASING AGENTS AND ARE CURRENTLY UPGRADING THE BUILDING WHICH HAS SOLID LOCATION AND COMMERCIAL APPEAL MR. PRYOR: Royal Mall Plaza and Tempe Corporate Center are two examples of opportunities to improve cash flow at the property level. Royal Mall is a 66,000 SF shopping plaza with retail space and separate buildings occupied by healthcare industry tenants. Tempe Corporate is an 51,000 SF office building with a good location near a limited access freeway in Tempe. We have hired leasing agents to assist us in increasing the occupancy levels and are completing capital improvements to enhance these properties. We are also exploring condominium conversion of the medical buildings at Royal Mall Plaza or establishing a separate land parcel for these buildings to potentially increase the valuation of this property. We believe at this time that we can improve the cash flows and the net asset value of both these properties. While the two buildings generated $742,000 in combined NOI in 2003, we believe this performance can be meaningfully improved. 20 II. "UNLOCK VALUE" - PENDING SALE PROPERTIES The Company is planning to divest select properties that are not likely to result in near term value creation
PROPERTY SALE PRICE STATUS / COMMENTS - -------------------------- ---------- --------------------------------------------------- Montville (Land) - SOLD $1,000,000 o Closed on 8/25/2004. The land was unencumbered. Schalk Station (Land) $3,950,000 o Closing expected to occur by December 30, 2004 Twelve Oaks (Multi-family) TBD o Listed for sale at $2,300,000 Amboy Tower (Office) TBD o Marketed for sale at $4,000,000. Lake Hopatcong (Land) TBD o Contract for sale at $640,000 recently expired West Orange (Land) TBD o Listed for sale at $550,000
MR. PRYOR: Listed on this page are the properties that are currently being carried as Discontinued Operations. We intend to optimize valuations for the properties being sold including, if necessary, holding onto the properties until an appropriate selling opportunity is created. Of course, we cannot guarantee that we will be able to sell the properties for the prices that we have listed on this slide. o We believe that the end result of transforming an eclectic grouping of real estate assets into an optimized higher quality portfolio is likely to create a higher net asset value of the Company. 21 III. PURSUE MERGER DISCUSSIONS The Company believes that it is part of its ongoing business strategy to initiate or entertain corporate transaction discussions, such as acquiring other companies for cash and/or stock, or selling / merging the Company for cash or stock. MR. PRYOR: As stated on the slide, the Company believes that it is part of its ongoing business strategy to initiate or entertain corporate transaction discussions, such as acquiring other companies for cash and/or stock, or selling/merging the Company for cash or stock. We cannot comment currently on any actions that have or may occur regarding a possible business combination. o We believe that the Company's cash and marketable securities enhance the possibility of consummating a corporate transaction whether we are the acquirer or aquiree. Importantly, one of several key objectives of our acquisition strategy is to position the Company to pay a potentially recurring dividend. o We would expect that any negotiations that may take place will remain confidential until public disclosure is appropriate. Our Board is prepared to consider both purchase and sale transactions. At this juncture, no decision has been made that would commit the Company to either approach. 22 IV. INVEST IN ASSETS o The company intends to selectively acquire real estate assets that offer attractive financial returns o In general, we seek: - Multifamily properties with greater than 200 units - Located in states where we currently have assets under management MR. PRYOR: The Company is actively looking to invest in real estate assets that offer attractive financial returns. We are targeting multi-family properties which offer substantial cash flow and are located in states in which we or our contracted property management company currently has operations. We are also evaluating niche categories of the multi-family housing market such as restricted age housing for independent living that offer potentially enhanced cash flow returns and improved predictability in revenues. 23 III. FINANCIAL REVIEW 24 CONSOLIDATED STATEMENTS OF OPERATIONS 6MOS. ENDED 2003 06/30/04 ----------- ---------- REVENUES $12,137,000 $5,941,000 COST AND EXPENSES 12,029,000 5,222,000 INCOME FROM OPERATIONS 108,000 719,000 NET INCOME (LOSS) FROM CONTINUING OPERATIONS 908,000 (106,000) FUNDS FROM CONTINUING OPERATIONS (1) (358,074) 894,000 (1) Funds from continuing operations ("FFO") = Net income from Continuing Operations plus Depreciation from Real Estate Operations ("Depreciation") less Gain on Sale of Securities and Insurance Proceeds. FFO is a commonly used measurement in the real estate industry. However, FFO is not a measure of operating results or cash flows as measured by generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. FFO in 2003 = Net Income of $0.9 million plus Depreciation of $2.4 million less Gain on sale of Securities and Insurance Proceeds of $3.6 million. FFO for the six months ended June 30, 2004 = Net (Loss) of ($0.1) million plus Depreciation of $1.0 million. MR. PRYOR: The Company's Income from Operations and Funds from Continuing Operations have increased during 2004. The six months ended June 30, 2004 generated $719,000 in Income from Operations versus $108,000 in the previous year. Your management team is focused on minimizing corporate expenses where possible while identifying opportunities to increase Funds from Operations and Cash Flow from Operations. 25 SUMMARIZED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2004 (UNAUDITED) ------------- ASSET CURRENT ASSETS Cash and marketable securities $39,399,000 Total current assets 41,059,000 NONCURRENT ASSETS Mortgage notes receivable 1,317,000 Other assets 8,693,000 PROPERTY AND EQUIPMENT Real Estate properties 53,136,000 Real estate properties held for sale 7,868,000 ----------- 61,004,000 Less: Accumulated depreciation and amortization 15,315,000 Accumulated depreciation, depletion and amortization-Property held for sale 657,000 ----------- $45,032,000 ----------- TOTAL ASSETS $88,233,000 ----------- LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES Current portion of long term debt $ 674,000 Total current liabilities 9,453,000 NONCURRENT LIABILITIES Long-term debt, less current portion 45,089,000 Total noncurrent liabilities 59,647,000 TOTAL SHAREHOLDERS' EQUITY 28,586,000 ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $88,233,000 -----------
MR. PRYOR: As of June 30, 2004, the Company's balance sheet included $39.4 million in Cash and Marketable Securities and $45.8 million in Total Debt. Net Debt, defined as Total Debt less Cash and Marketable Securities is approximately $6.3 million. o As disclosed in the Form 10Q filed with the S.E.C. for the second quarter of 2004, the Company estimates it will pay approximately $8.0 million in taxes resulting from the sale of its oil and gas businesses. Subsequent to June 30, 2004 the Company received $1.0 million in gross proceeds from the sale of its Montville land. o The Company's net book value of its real estate is approximately $45.0 million as of June 30, 2004. This relatively low value in comparison to market value of the properties as estimated by your management team creates meaningful tax implications when evaluating selling or liquidating a substantial portion of the Company's assets. 26 VALUE CREATION STRATEGY I. IMPROVE THE FINANCIAL PERFORMANCE AND OPERATIONAL COMPETITIVENESS OF THE CORE OPERATING ASSETS II. "UNLOCK VALUE" TO INCREASE NET ASSET VALUE OF THE COMPANY III. INITIATE OR ENTERTAIN ACQUISITION OR DIVESTITURE DISCUSSIONS IV. INVEST SELECTIVELY IN MULTIFAMILY PROPERTIES (OR OTHER REAL ESTATE ASSETS) ALL ACTIONS INTENDED TO INCREASE SHAREHOLDER VALUE IN CAPITAL MARKETS OR FUTURE SALE TRANSACTION MS. IZAK: Thank you Dan for your presentation of the Company's assets and its business strategy. To recap, I would like to reemphasize the key objectives established by the management team and approved by the Board of Directors. These are: I. Continue to improve the financial performance and operational competitiveness of the Core Operating Assets II. Increase the net asset value of the Company by "unlocking hidden value". This effort is a continuation of previously announced plans to unlock value such as that we've accomplished through the divestiture of the Company's oil and gas business. III. As I have said on previous occasions, our Board remains flexible: it will consider proposals for the purchase of other businesses and for the sale of our entire business IV. And invest selectively in multifamily or multifamily related assets. o While we do not currently know if we will be acquired or will acquirer another company, we do know that we do not intend to maintain the status quo. We believe that the Company's cash and marketable securities enhance the possibility of us consummating a corporate transaction whether we are the acquirer or aquiree. Clearly, all actions planned by your management team are intended to increase shareholder value in the capital markets or if a future sale of the Company were to occur. o I am excited about the new management team currently in place at Wilshire and look forward to delivering on the objectives discussed today. Again, we thank you for joining us today and we look forward to reporting our progress to you during the ensuing months. 27 -----END PRIVACY-ENHANCED MESSAGE-----