<PAGE> 1
================================================================================
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 August 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 September 30, 1996 and 12,943,385
on February 28, 1997.
Transitional Small Business Disclosure Format. Yes No X
----- -----
================================================================================
<PAGE> 2
WILSHIRE TECHNOLOGIES, INC.
QUARTERLY REPORT FORM 10-QSB/A-1
FOR THE QUARTERLY PERIOD ENDING AUGUST 31, 1996
EXPLANATORY NOTE
This amendment on Form 10-QSB/A-1 to the Quarterly Report of Wilshire
Technologies, Inc., for the quarter ended August 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 nine
months ended August 31, 1996 and August 31, 1995. The amounts presented for
the three months and nine months ended August 31, 1995 have been amended to
correctly present the loss from discontinued operations.
2
<PAGE> 3
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 August 31, 1996 and
August 31, 1995 4
Condensed Consolidated Statements of Operations
for the Nine Months Ended August 31, 1996 and
August 31, 1995 5
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended August 31, 1996 and
August 31, 1995 6
</TABLE>
3
<PAGE> 4
WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
AUGUST 31,
------------------------
1996 1995
---------- ---------
<S> <C> <C>
Continuing operations:
Net sales $712,000 $684,000
Cost of sales 639,000 566,000
---------- ---------
Gross profit 73,000 118,000
Operating expenses:
Marketing and selling 146,000 116,000
General and administrative 526,000 438,000
Research and development 138,000 -
Loss from joint venture - 189,000
---------- ---------
Total operating expenses 810,000 743,000
---------- ---------
Loss from operations (737,000) (625,000)
Other expense (2,000) (1,000)
Interest income (expense), net (27,000) (206,000)
---------- ---------
Loss before provision
for state income taxes (766,000) (832,000)
Provision for state income taxes - current - -
---------- ---------
Loss from continuing operations (766,000) (832,000)
Gain (loss) from discontinued operations 33,000 (76,000)
---------- ---------
Net loss $(733,000) $(908,000)
========== =========
Weighted average shares outstanding 12,931,885 4,490,455
========== =========
Loss per share:
Loss from continuing operations $(0.06) $(0.19)
Loss from discontined operations - (0.01)
---------- ---------
Net loss per share $ (0.06) $ (0.20)
========== =========
</TABLE>
See accompanying notes.
4
<PAGE> 5
WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
AUGUST 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Continuing operations:
Net sales $ 2,434,000 $ 2,377,000
Cost of sales 2,112,000 1,635,000
----------- -----------
Gross profit 322,000 742,000
Operating expenses:
Marketing and selling 428,000 373,000
General and administrative 1,461,000 1,345,000
Research and development 394,000 339,000
Loss from joint venture - 316,000
----------- -----------
Total operating expenses 2,283,000 2,373,000
----------- -----------
Loss from operations (1,961,000) (1,631,000)
Other income 190,000 -
Interest income (expense), net (96,000) (598,000)
----------- -----------
Loss before provision
for state income taxes (1,867,000) (2,229,000)
Provision for state income taxes - current 1,000 1,000
----------- -----------
Loss from continuing operations (1,868,000) (2,230,000)
Gain (loss) from discontinued operations 27,000 (438,000)
----------- -----------
Net loss $(1,841,000) $(2,668,000)
=========== ===========
Weighted average shares outstanding 11,826,825 4,490,455
=========== ===========
Loss per share:
Loss from continuing operations $ (0.16) $ (0.50)
Loss from discontined operations - (0.09)
----------- -----------
Net loss per share $ (0.16) $ (0.59)
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED AUGUST 31,
----------------------------
1996 1995
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(1,841,000) $(2,668,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 261,000 464,000
Provision for loss on accounts receivable (23,000) (51,000)
Loss on sale of property and equipment - 5,000
Gain on sale of discontinued operations (27,000) -
Gain on settlement of note receivable (190,000) -
Net change in operating assets and liabilities:
(Increase) decrease in accounts receivable 16,000 98,000
(Increase) decrease in inventories (122,000) (117,000)
Decrease in other current assets 408,000 12,000
Decrease in accounts payable and
accrued expenses (761,000) (346,000)
Increase in interest payable 108,000 639,000
Decrease in amounts due to joint venture - 55,000
----------- -----------
Net cash used in operating activities (2,171,000) (1,909,000)
----------- -----------
INVESTING ACTIVITIES
Purchase of equipment (104,000) (8,000)
Proceeds from sale of property and equipment - 5,000
Decrease in other assets 320,000 35,000
----------- -----------
Net cash provided by investing activities 216,000 32,000
----------- -----------
FINANCING ACTIVITIES
Proceeds from line of credit and long-term debt 1,000,000 1,875,000
Proceeds from settlement of note receivable 1,190,000 -
Payments on notes payable and long-term debt - (25,000)
----------- -----------
Net cash provided by financing activities 2,190,000 1,850,000
----------- -----------
NET INCREASE (DECREASE) IN CASH 235,000 (27,000)
CASH - BEGINNING OF PERIOD 18,000 75,000
----------- -----------
CASH - END OF PERIOD $ 253,000 $ 48,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
In January, 1996, the Company completed an Exchange Agreement with Trilon Dominion Partners
pursuant to which the Company exchanged long-term debt and accrued interest for common stoc
In June, 1996, the Company completed the sale of certain assets of the Medical Products div
</TABLE>
See accompanying notes.
6
<PAGE> 7
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
--------------------------------
Klingler James W. Klingler
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FORM 10-QSB FOR THE PERIOD ENDED AUGUST 31, 1995, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB AND THE ACCOMPANYING NOTES
THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-START> DEC-01-1994
<PERIOD-END> AUG-31-1995
<EXCHANGE-RATE> 1
<CASH> 48
<SECURITIES> 0
<RECEIVABLES> 524
<ALLOWANCES> 93
<INVENTORY> 1,452
<CURRENT-ASSETS> 2,190
<PP&E> 1,847
<DEPRECIATION> 817
<TOTAL-ASSETS> 5,613
<CURRENT-LIABILITIES> 2,659
<BONDS> 7,295
0
0
<COMMON> 17,071
<OTHER-SE> (21,412)
<TOTAL-LIABILITY-AND-EQUITY> 5,613
<SALES> 2,377
<TOTAL-REVENUES> 2,377
<CGS> 1,635
<TOTAL-COSTS> 4,008
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 598
<INCOME-PRETAX> (2,229)
<INCOME-TAX> 1
<INCOME-CONTINUING> (2,230)
<DISCONTINUED> (438)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,668)
<EPS-PRIMARY> (0.59)
<EPS-DILUTED> (0.59)
</TABLE>
