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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A-1
(MARK ONE)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
- ----- OF 1934
For the quarterly period ended May 31, 1996
_____ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to ____________
COMMISSION FILE NUMBER 0-20866
WILSHIRE TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 33-0433823
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5441 AVENIDA ENCINAS, STE. A
CARLSBAD, CALIFORNIA 92008
(Address of principal executive offices)
(619) 929-7200
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
---- ----
The number of shares outstanding of the registrant's only class of
Common Stock, no par value, was 12,931,885 on June 30, 1996 and 12,943,385 on
February 28, 1997.
Transitional Small Business Disclosure Format. Yes No X
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WILSHIRE TECHNOLOGIES, INC.
QUARTERLY REPORT FORM 10-QSB/A-1
FOR THE QUARTERLY PERIOD ENDING MAY 31, 1996
EXPLANATORY NOTE
This amendment on Form 10-QSB/A-1 to the Quarterly Report of Wilshire
Technologies, Inc., for the quarter ended May 31, 1996 is filed to reflect a
restatement of the Condensed Consolidated Statements of Operations and the
Condensed Consolidated Statements of Cash Flows for the three months and six
months ended May 31, 1996 and May 31, 1995. The amounts presented for the
three months and six months ended May 31, 1995 have been amended to correctly
present the loss from discontinued operations.
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WILSHIRE TECHNOLOGIES, INC.
INDEX TO FORM 10-QSB/A-1
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PART 1 - FINANCIAL INFORMATION PAGE
- --------------------------------------------------------------------------------
<S> <C> <C>
Item 1. Financial Statements:
Condensed Consolidated Statements of Operations
for the Quarter Ended May 31, 1996 and
May 31, 1995 4
Condensed Consolidated Statements of Operations
for the Six Months Ended May 31, 1996 and
May 31, 1995 5
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended May 31, 1996 and
May 31, 1995 6
</TABLE>
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MAY 31,
------------------------
1996 1995
---------- ---------
<S> <C> <C>
Continuing operations:
Net sales $ 884,000 $ 820,000
Cost of sales 709,000 454,000
---------- ---------
Gross profit 175,000 366,000
Operating expenses:
Marketing and selling 153,000 154,000
General and administrative 508,000 462,000
Research and development 164,000 171,000
Loss from joint venture - 59,000
---------- ---------
Total operating expenses 825,000 846,000
---------- ---------
Loss from operations (650,000) (480,000)
Other income 191,000 -
Interest income (expense), net 15,000 (185,000)
---------- ---------
Loss before provision
for state income taxes (444,000) (665,000)
Provision for state income taxes - current - -
---------- ---------
Loss from continuing operations (444,000) (665,000)
Loss from discontinued operations (24,000) (205,000)
---------- ---------
Net loss $ (468,000) $(870,000)
========== =========
Weighted average shares outstanding 12,931,885 4,490,455
========== =========
Loss per share:
Loss from continuing operations $ (0.03) $ (0.15)
Loss from discontined operations - (0.04)
---------- ---------
Net loss per share $ (0.03) $ (0.19)
========== =========
</TABLE>
See accompanying notes.
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MAY 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Continuing operations:
Net sales $ 1,722,000 $ 1,693,000
Cost of sales 1,473,000 1,069,000
----------- -----------
Gross profit 249,000 624,000
Operating expenses:
Marketing and selling 282,000 257,000
General and administrative 935,000 906,000
Research and development 257,000 340,000
Loss from joint venture - 127,000
----------- -----------
Total operating expenses 1,474,000 1,630,000
----------- -----------
Loss from operations (1,225,000) (1,006,000)
Other income 192,000 1,000
Interest income (expense), net (68,000) (392,000)
----------- -----------
Loss before provision
for state income taxes (1,101,000) (1,397,000)
Provision for state income taxes - current 1,000 1,000
----------- -----------
Loss from continuing operations (1,102,000) (1,398,000)
Loss from discontinued operations (6,000) (362,000)
----------- -----------
Net loss $(1,108,000) $(1,760,000)
=========== ===========
Weighted average shares outstanding 11,271,276 4,490,455
=========== ===========
Loss per share:
Loss from continuing operations $ (0.10) $ (0.31)
Loss from discontined operations - (0.08)
----------- -----------
Net loss per share $ (0.10) $ (0.39)
=========== ===========
</TABLE>
See accompanying notes.
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
MAY 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,108,000) $(1,760,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 175,000 322,000
Provision for loss on accounts receivable (25,000) -
Loss on sale of property and equipment - 5,000
Loss on sale of discontinued operations 6,000 -
Net change in operating assets and liabilities:
Increase in accounts receivable (13,000) (313,000)
(Increase) decrease in inventories (160,000) 19,000
Decrease in other current assets 61,000 94,000
Increase (decrease) in accounts payable and
accrued expenses 9,000 (467,000)
Increase in interest payable 118,000 415,000
Decrease in amounts due to joint venture - (11,000)
----------- -----------
Net cash used in operating activities (937,000) (1,696,000)
----------- -----------
INVESTING ACTIVITIES
Purchase of equipment (49,000) (3,000)
Proceeds from sale of property and equipment - 5,000
Decrease in other assets 58,000 42,000
----------- -----------
Net cash provided by investing activities 9,000 44,000
----------- -----------
FINANCING ACTIVITIES
Proceeds from line of credit and long-term debt 1,000,000 1,700,000
Payments on notes payable and long-term debt - (16,000)
----------- -----------
Net cash provided by financing activities 1,000,000 1,684,000
----------- -----------
NET INCREASE IN CASH 72,000 32,000
CASH - BEGINNING OF PERIOD 18,000 75,000
----------- -----------
CASH - END OF PERIOD $ 90,000 $ 107,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
In January, 1996, the Company completed an Exchange Agreement with
Trilon Dominion Partners, LLC, pursuant to which the Company exchanged
long-term debt and accrued interest for common stock (See Note 4).
</TABLE>
See accompanying notes.
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SIGNATURES
In accordance with requirements of the Securities Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WILSHIRE TECHNOLOGIES, INC.
Dated: March 14, 1997 By: /s/ James W. Klingler
--------------------------------
James W. Klingler
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FORM 10-QSB FOR THE PERIOD ENDED MAY 31 1995, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB AND THE ACCOMPANYING NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> MAY-31-1995
<CASH> 107
<SECURITIES> 0
<RECEIVABLES> 935
<ALLOWANCES> 144
<INVENTORY> 1,316
<CURRENT-ASSETS> 2,391
<PP&E> 1,829
<DEPRECIATION> 730
<TOTAL-ASSETS> 5,932
<CURRENT-LIABILITIES> 2,257
<BONDS> 7,108
0
0
<COMMON> 17,071
<OTHER-SE> (20,504)
<TOTAL-LIABILITY-AND-EQUITY> 5,932
<SALES> 1,693
<TOTAL-REVENUES> 1,693
<CGS> 1,069
<TOTAL-COSTS> 2,699
<OTHER-EXPENSES> (1)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 392
<INCOME-PRETAX> (1,397)
<INCOME-TAX> 1
<INCOME-CONTINUING> (1,398)
<DISCONTINUED> (362)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,760)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> (0.39)
</TABLE>
