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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, 2000 Commission file number 1-467
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WILSHIRE OIL COMPANY OF TEXAS
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(Exact name of registrants as specified in its charter)
DELAWARE 84-0513668
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
921 BERGEN AVENUE - JERSEY CITY, NEW JERSEY 07306-4204
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number - including area code (201) 420-2796
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NO CHANGE
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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 -- 8,152,511
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<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
INDEX
Page No.
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Part I Financial Information
Financial Information:
Condensed Consolidated Balance Sheets--
June 30, 2000 (Unaudited) and December 31, 1999 1
Unaudited Condensed Consolidated Statements of Income--
Six months ended June 30, 2000 and 1999 2
Unaudited Condensed Consolidated Statements of Income--
Three months ended June 30, 2000 and 1999. 3
Unaudited Condensed Consolidated Statements of Cash Flows--
Six months ended June 30, 2000 and 1999 4
Notes to Unaudited Condensed Consolidated Financial Statements 5
Management's Discussion and Analysis
of Financial Condition and Results of Operations 9
Part II Other Information 12
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's Omitted, Except Share Data)
JUNE 30,
2000 DECEMBER 31,
ASSETS (UNAUDITED) 1999
------------------------------------------------------------------- -----------
CURRENT ASSETS
Cash and cash equivalents $ 3,362 $ 1,887
Accounts receivable 1,492 1,698
Marketable securities, stated at market value 8,102 5,211
Prepaid expenses and other current assets 1,688 1,550
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Total current assets 14,644 10,346
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MORTGAGE NOTES RECEIVABLE (Note 6) 3,500 --
PROPERTY AND EQUIPMENT
Oil and gas properties, using the full cost
method of accounting 136,560 136,540
Real estate properties 60,933 59,602
Other property and equipment 376 392
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197,869 196,534
Less- Accumulated depreciation,
depletion and amortization 118,071 116,353
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79,798 80,181
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$ 97,942 $ 90,527
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LIABILITIES AND SHAREHOLDERS' EQUITY
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CURRENT LIABILITIES
Current portion of long-term debt $ 3,975 $ 4,682
Short-term debt 4,700 --
Loan payable to Shareholder 1,722 --
Accounts payable 1,371 2,023
Accrued and other liabilities 1,920 985
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Total current liabilities 13,688 7,690
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LONG - TERM MORTGAGE DEBT, less current portion 48,911 46,935
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DEFERRED INCOME TAXES AND OTHER
NONCURRENT LIABILITIES 12,231 11,934
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SHAREHOLDERS' EQUITY
Common stock, $1 par value,
15,000,000 shares authorized;
10,013,544 shares issued 10,014 10,014
Capital in excess of par value 9,199 9,029
16,095 15,888
Retained earnings --------- ---------
35,308 34,931
Less -
Treasury stock, 1,861,033 and 1,154,317
shares at June 30, 2000 and 1999,
Respectively, at cost (9,090) (7,748)
Accumulated other comprehensive loss (3,106) (3,215)
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23,112 23,968
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$ 97,942 $ 90,527
========= =========
The accompanying notes are an integral part of these condensed
consolidated financial statements.
1
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000's Omitted Except Per Share Data)
FOR THE SIX MONTHS ENDED
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JUNE 30, JUNE 30,
2000 1999
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REVENUES
Oil & Gas $ 3,360 $ 2,403
Real Estate 6,384 6,229
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Total Revenues 9,744 8,632
COSTS AND EXPENSES
Oil and Gas Production Expenses 1,206 1,122
Real Estate Operating Expenses 3,754 3,479
Depreciation, depletion and amortization 1,895 1,631
General and Administrative 864 707
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Total Costs and Expenses 7,719 6,939
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Income from Operations 2,025 1,693
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OTHER INCOME 232 407
GAIN ON SALES OF MARKETABLE
SECURITIES -- 34
INTEREST EXPENSE (2,006) (1,918)
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Income before provision for income taxes 251 216
PROVISION FOR INCOME TAXES 44 76
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Net income $ 207 $ 140
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BASIC AND DILUTED EARNINGS PER SHARE $ 0.03 $ 0.02
======= =======
The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
2
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000's Omitted, Except Per Share Data)
FOR THE THREE MONTHS ENDED
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JUNE 30, JUNE 30,
2000 1999
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REVENUES
Oil & Gas $ 2,015 $ 1,194
Real Estate 3,159 3,175
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Total Revenues 5,174 4,369
COSTS AND EXPENSES
Oil and Gas Production Expenses 670 591
Real Estate Operating Expenses 1,989 1,765
Depreciation, depletion and amortization 985 830
General and Administrative 528 343
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Total Costs and Expenses 4,172 3,529
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Income from Operations 1,002 840
OTHER INCOME 86 225
INTEREST EXPENSE (982) (930)
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Income before provision for income taxes 106 135
PROVISION FOR INCOME TAXES 31 48
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Net income $ 75 $ 87
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BASIC AND DILUTED EARNINGS PER SHARE $ 0.01 $ 0.01
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The accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
3
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's Omitted)
For The Six Months Ended
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June 30, June 30,
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 207 $ 140
Adjustments to reconcile net income (loss) to net
cash used in operating activities--
Depreciation, depletion and amortization 1,895 1,631
Deferred income tax provision 297 22
Amortization (adjustment) of deferred and
unearned compensation in connection
with non-qualified stock option plan, net -- 9
Gain on sales of marketable securities -- (34)
Changes in operating assets and liabilities--
(Increase) decrease in receivables 206 1,867
(Increase) decrease in prepaid expenses and
Other current assets (138) (246)
Increase (decrease) in accounts payable,
accrued and other liabilities 283 (742)
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Net cash provided by operating activities 2,750 2,647
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CASH FLOWS USED IN INVESTING ACTIVITIES
Capital expenditures, net (1,335) (1,443)
Purchases of marketable securities (2,891) (638)
Purchase Mortgage Notes (3,500) --
Proceeds from sales and redemptions of securities -- 124
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Net cash used in investing activities (7,726) (1,957)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of short term debt 4,700 --
Proceeds from issuance of long term debt 1,725 1,000
Proceeds from issuance of loan payable to shareholders 1,722
Principal payment of long term debt (456) (1,005)
Purchase of treasury stock (1,342) (1,165)
Other 178 --
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Net cash provided by (used in) financing activities 6,527 (1,170)
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EFFECT OF EXCHANGE RATE CHANGES ON CASH (76) 172
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Net increase (decrease) in cash and cash equivalents 1,475 (308)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,887 4,444
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CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 3,362 $ 4,136
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SUPPLEMENTAL DISCLOSURES TO THE
STATEMENTS OF CASH FLOWS:
Cash paid during the period for--
Interest $ 2,042 $ 1,898
Income taxes $ 192 $ 106
4
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
1. FINANCIAL STATEMENTS
The unaudited condensed consolidated 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 accounting principles generally
accepted in the United States 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 unaudited condensed consolidated 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 (the Company) 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. SEGMENT INFORMATION
The Company is engaged in the exploration and development of oil and gas,
both in its own name and through several wholly-owned subsidiaries, on the
North American continent. The Company also conducts real estate operations
throughout the United States.
Oil and Gas
The Company conducts its oil and gas operations in the United States and
Canada. Oil and gas operations in the United States are located in
Arkansas, California, Kansas, Nebraska, New Mexico, Ohio, Oklahoma,
Pennsylvania, Texas and Wyoming. In Canada, the Company conducts oil and
gas operations in the Provinces of Alberta, British Columbia and
Saskatchewan.
Real Estate
The Company's real estate operations are conducted in the states of
Arizona, Texas, Florida, Georgia and New Jersey. The Company's properties
consists of apartment complexes as well as commercial and retail
properties.
Corporate
The Company holds investments in certain marketable securities. From time
to time, the Company buys and sells securities in the open market. Over the
years, the Company has decreased its holding in marketable securities and
focused its resources in the oil and gas and real estate divisions.
5
<PAGE>
The following segment data is presented based on the Company's internal
management reporting system-
For the six months
ended June 30
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2000 1999
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Revenues
Oil and gas--United States $ 1,861,000 $ 1,525,000
Oil and gas--Canada 1,499,000 878,000
Real estate 6,384,000 6,229,000
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$ 9,744,000 $ 8,632,000
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Income from operations and reconciliation
to Income before provision for income taxes
Oil and gas--United States (a) $ (211,000) $ (627,000)
Oil and gas--Canada (a) 628,000 538,000
Real estate (a) 1,688,000 1,885,000
Corporate (a) (80,000) (103,000)
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Income from Operations 2,025,000 1,693,000
Other Income 232,000 407,000
Gain on Sale of marketable securities -- 34,000
Interest expense (2,006,000) (1,918,000)
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Income before provision for income taxes $ 251,000 $ 216,000
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Identifiable assets
Oil and gas--United States $ 16,467.000 $ 16,712,000
Oil and gas--Canada 13,774,000 13,020,000
Real estate 41,461,000 31,993,000
Corporate 26,240,000 31,308,000
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$ 97,942,000 $ 93,033,000
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(a) Represents revenues less all operating costs, including depreciation,
depletion and amortization.
6
<PAGE>
The following segment data is presented based on the Company's internal
management reporting system--
For the three months
ended June 30
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2000 1999
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Revenues
Oil and gas - United States $ 1,098,000 $ 739,000
Oil and gas - Canada 917,000 455,000
Real estate 3,159,000 3,175,000
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$ 5,174,000 $ 4,369,000
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Income from operations and reconciliation
to Income before provision for income taxes
Oil and gas - United States (a) $ (3,000) $ (380,000)
Oil and gas - Canada (a) 360,000 289,000
Real estate (a) 703,000 980,000
Corporate (a) (58,000) (49,000)
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Income from Operations 1,002,000 840,000
Other Income 86,000 225,000
Interest expense (982,000) (930,000)
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Income before provision for income taxes $ 106,000 $ 135,000
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(a) Represents revenues less all operating costs, including depreciation,
depletion and amortization.
4. COMPREHENSIVE INCOME
Comprehensive income, representing all changes in shareholders' equity
during the period, other than changes resulting from the Company's common
stock, for the six months ended June 30, 2000 and 1999 is as follows:
2000 1999
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Net income $ 207,000 $ 140,000
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Other comprehensive income (loss), net of taxes
Foreign currency translation adjustments (233,000) 172,000
Change in unrealized gain on marketable securities 309,000 --
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Other comprehensive income 76,000 172,000
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Comprehensive income $ 283,000 $ 312,000
========= =========
7
<PAGE>
5. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No.
128), which requires presentation in the Consolidated Statement of Income
of both basic and diluted earnings per share. Earnings per share amounts
have been presented, and where appropriate, restated to conform to the SFAS
No. 128 requirements.
The following table sets forth the computation of basic and diluted
earnings per share-
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30
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2000 1999 2000 1999
--------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Numerator--
Net income $ 207,000 $ 140,000 $ 75,000 $ 87,000
========== ========== ========== ==========
Denominator--
Weighted average common shares
outstanding--Basic 8,279,084 8,931,616 8,187,127 8,894,185
Incremental shares from assumed
conversions of stock options -- -- -- --
---------- ---------- ---------- ----------
Weighted average common shares
outstanding--Diluted 8,279,084 8,931,616 8,187,127 8,894,185
========== ========== ========== ==========
Basic earnings per share $ 0.03 $ 0.02 $ 0.01 $ 0.01
Diluted earnings per share $ 0.03 $ 0.02 $ 0.01 $ 0.01
</TABLE>
6. MORTGAGE NOTES RECEIVABLE
During June, 2000 the Company acquired mortgage notes receivable from the
Trust Company of New Jersey for a fair value price of $3,500,000. As part
of this transaction, the Company borrowed $2,100,000 from the Trust Company
of New Jersey as well as $1,400,000 from another lending institution both
of which are reflected in short-term debt on the accompanying balance
sheet.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net income for the six months ended June 30 was $207,000 in 2000 as
compared to $140,000 in 1999.
Consolidated revenues for the six months ended June 30 increased from
$8,632,000 in 1999 to $9,744,000 in 2000. Oil and gas revenues increased from
$2,403,000 for the six months ended June 30, 1999 to $3,360,000 for the same
period in 2000, due to increases in the price of crude oil and gas from period
to period. Real estate revenues increased from $6,229,000 for the six months
ended June 30, 1999 to $6,384,000 the same period in 2000. This increase is due
to higher rents and occupancy and more efficient operation of the properties.
Total costs and expenses for the six months ended June 30 were $7,719,000
in 2000 compared with $6,939,000 in 1999. Oil and gas production expense
increased by $84,000, real estate operating expenses increased by $275,000,
depreciation, depletion and amortization increased by $264,000, and general and
administrative expenses increased by $157,000.
The Company realized gains on sales of marketable securities of $34,000 for
the six months ended June 30, 1999; there were
no gains in 2000.
Interest expense increased from $1,918,000 for the six months ended June
30, 1999 to $2,006,000 for the same period in 2000. This increase is
attributable to an increase in new mortgage financing.
The provision for income taxes includes Federal, state and Canadian taxes.
Differences between the effective tax rate and the statutory income tax rates
are principally due to foreign resource tax credits in Canada and the dividend
exclusion in the United States.
9
<PAGE>
Liquidity and Capital Resources
At June 30, 2000 the Company had approximately $8.1 million in marketable
securities at market value plus $3.5 million in mortgage notes receivable. The
current ratio at June 30, 2000 was 1.1 to 1, which management considers adequate
for the Company's current business. The Company's working capital was
approximately $1.0 million at June 30, 2000.
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.
The Company will also explore 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 year. 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 operating activities was $2,647,000 for the six months
ended June 30, 1999 and $2,750,000 for the same period in 2000. The increase was
primarily due to changes in operating assets and liabilities.
Net cash used in investing activities was ($1,957,000) for the six months
ended June 30, 1999 and ($7,726,000) for the same period in 2000. The variations
principally relate to transactions in securities. Proceeds from sales and
redemptions of securities amounted to $124,000 in 1999 and none in 2000.
Net cash provided by (used in) financing activities was ($1,170,000) for
the six months ended June 30,1999 and $6,527,000 for the same period in 2000.
The variation principally relates to the issuance of debt during the respective
periods as well as principal payments of long-term debt.
The Company believes it has adequate capital resources to fund operations
for the foreseeable future.
10
<PAGE>
Forward-Looking Statements
This Report on Form 10-Q for the quarter ended June 30, 2000 contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements included herein other than
statements of historical fact are forward-looking statements. Although the
Company believes that the underlying assumptions and expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. The Company's business and prospects
are subject to a number of risks which could cause actual results to differ
materially from those reflected in such forward-looking statements, including
volatility of oil & gas prices, the need to develop and replace reserves, risks
involved in exploration and drilling, uncertainties about estimates of reserves,
environmental risks relating to the Company's oil & gas and real estate
properties, competition, the substantial capital expenditures required to fund
the Company's oil & gas and real estate operations, market and economic changes
in areas where the Company holds real estate properties, interest rate
fluctuations, government regulation, and the ability of the Company to implement
its business strategy.
11
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
No Form 8-K was filed during the quarter ended June 30, 2000.
12
<PAGE>
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 18, 2000 /s/ S. WILZIG IZAK
-------------------- ----------------------------------------------
By: S. Wilzig Izak
Chairman of the Board and Chief Executive
Officer (Duly Authorized Officer and Chief
Financial Officer)
