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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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, 2000
[ ] 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.)
5861 EDISON PLACE
CARLSBAD, CALIFORNIA 92008
(Address of principal executive offices)
(760) 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, were 12,953,385 on June 30, 2000.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
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WILSHIRE TECHNOLOGIES, INC.
INDEX TO FORM 10-QSB
<TABLE>
<S> <C>
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PART 1 - FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements:
Condensed Consolidated Balance Sheets as of 3
May 31, 2000 and November 30, 1999
Condensed Consolidated Statements of Operations 4
for the Three Months Ended May 31, 2000 and
May 31, 1999
Condensed Consolidated Statements of Operations 5
for the Six Months Ended May 31, 2000 and
May 31, 1999
Condensed Consolidated Statements of Cash Flows 6
for the Six Months Ended May 31, 2000 and
May 31, 1999
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis 9
or Plan of Operation
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PART II - OTHER INFORMATION
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Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31, November 30,
2000 1999
------------ ------------
ASSETS (Unaudited) (Note 1)
<S> <C> <C>
Current assets:
Cash $ 223,000 $ 167,000
Accounts receivable trade, less allowance for doubtful
accounts of $7,000 at May 31, 2000
and $7,000 at November 30, 1999, respectively 195,000 305,000
Inventories (Note 2) -- 1,222,000
Other current assets 558,000 313,000
------------ ------------
Total current assets 976,000 2,007,000
Property and equipment, less accumulated depreciation 3,073,000 3,436,000
Goodwill, less accumulated amortization of $407,000
at November 30, 1999 -- 335,000
Patents and trademarks, net 26,000 125,000
Receivable due from sale of Division (Note 3) 945,000 --
------------ ------------
$ 5,020,000 $ 5,903,000
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 370,000 $ 260,000
Accrued expenses 340,000 418,000
Interest payable 2,484,000 1,758,000
Line of credit (Note 4) 13,184,000 11,935,000
------------ ------------
Total current liabilities 16,378,000 14,371,000
Shareholders' deficit:
Preferred stock, no par value, 2,000,000 shares authorized
and none issued and outstanding -- --
Common stock, no par value, 50,000,000 shares
authorized; 12,953,385 shares issued and
outstanding at May 31, 2000 and
November 30, 1999 25,912,000 25,912,000
Common stock warrants 387,000 387,000
Accumulated deficit (37,657,000) (34,767,000)
------------ ------------
Total shareholders' deficit (11,358,000) (8,468,000)
------------ ------------
$ 5,020,000 $ 5,903,000
============ ============
</TABLE>
See accompanying notes.
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended May 31,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Net sales (Note 3) $ 542,000 $ 812,000
Cost of sales 944,000 746,000
------------ ------------
Gross margin (402,000) 66,000
Operating expenses:
Marketing and selling 125,000 149,000
General and administrative 382,000 396,000
Research and development 7,000 43,000
------------ ------------
Total operating expenses 514,000 588,000
------------ ------------
Loss from operations (916,000) (522,000)
Other income 10,000 3,000
Gain (loss) on sale of Assets (Note 3) (314,000) --
Interest income (expense), net (373,000) (288,000)
------------ ------------
Loss before provision
for state income taxes (1,593,000) (807,000)
Provision for state income taxes -- --
Net loss $ (1,593,000) $ (807,000)
============ ============
Weighted average shares outstanding 12,953,000 12,953,000
============ ============
Basic and diluted loss per share $ (0.12) $ (0.06)
============ ============
</TABLE>
See accompanying notes.
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WILSHIRE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended May 31,
-------------------------------
2000 1999
------------ ------------
<S> <C> <C>
Net sales (Note 3) $ 1,272,000 $ 1,443,000
Cost of sales 2,121,000 1,511,000
------------ ------------
Gross margin (849,000) (68,000)
Operating expenses:
Marketing and selling 266,000 305,000
General and administrative 736,000 888,000
Research and development 7,000 108,000
------------ ------------
Total operating expenses 1,009,000 1,301,000
------------ ------------
Loss from operations (1,858,000) (1,369,000)
Other income 10,000 5,000
Gain (loss) on sale of assets (Note 3) (314,000) --
Interest income (expense), net (727,000) (575,000)
------------ ------------
Loss before provision
for state income taxes (2,889,000) (1,939,000)
Provision for state income taxes 1,000 1,000
Net loss $ (2,890,000) $ (1,940,000)
============ ============
Weighted average shares outstanding 12,953,000 12,953,000
============ ============
Basic and diluted loss per share $ (0.22) $ (0.15)
============ ============
</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,
------------------------------
2000 1999
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $(2,890,000) $(1,940,000)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 365,000 375,000
Provision for loss on accounts receivable -- 2,000
Provision for inventory obsolescence 128,000 --
Loss from sale of assets to Foamex 314,000 --
Net change in operating assets and liabilities:
(Increase) decrease in accounts receivable 110,000 (27,000)
(Increase) decrease in inventories 305,000 (184,000)
(Increase) decrease in other current assets (85,000) (61,000)
Increase (decrease) in accounts payable and
accrued expenses (109,000) (39,000)
Increase in interest payable 726,000 536,000
----------- -----------
Net cash used in operating activities (1,136,000) (1,338,000)
----------- -----------
INVESTING ACTIVITIES
Purchases of equipment (57,000) (457,000)
Decrease in note receivable from sale of discontinued operations -- 95,000
Increase in other assets -- (8,000)
----------- -----------
Net cash used in investing activities (57,000) (370,000)
----------- -----------
FINANCING ACTIVITIES
Proceeds from line of credit 1,249,000 1,776,000
Exercise of Stock Options -- 5,000
----------- -----------
Net cash provided by financing activities 1,249,000 1,781,000
----------- -----------
NET INCREASE (DECREASE) IN CASH 56,000 73,000
CASH - BEGINNING OF PERIOD 167,000 42,000
----------- -----------
CASH - END OF PERIOD $ 223,000 $ 115,000
=========== ===========
</TABLE>
See accompanying notes.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Wilshire Technologies, Inc. (the "Company") develops, manufactures and markets
engineered polymer products for industrial clean room use. The Company, based in
Carlsbad, California, markets products through its Wilshire Contamination
Control Division, and manufactures certain of its products in its wholly-owned
Mexican subsidiary, Wilshire International de Mexico S.A. de C.V.
BASIS OF PRESENTATION
The Company has incurred substantial losses since its inception in 1990, and has
relied on working capital provided by Trilon Dominion (previously Dominion
Capital, Inc.) in the form of both debt and equity to fund its operations.
Management believes that Trilon Dominion will continue to support the Company's
working capital needs as necessary through the end of fiscal year 2000.
The accompanying condensed consolidated unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB for quarterly
reports under Section 13 or 15(d) of the Securities Exchange Act of 1934.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six months ended May 31, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
November 30, 2000. For further information, refer to the financial statements
and footnotes thereto included in the Company's annual report on Form 10-KSB for
the fiscal year ended November 30, 1999.
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary. Significant intercompany amounts and transactions
have been eliminated.
2. FINANCIAL STATEMENT INFORMATION
Inventories consist of the following:
<TABLE>
<CAPTION>
May 31, November 30,
2000 1999
----------- -----------
<S> <C> <C>
Raw materials $ 112,000 $ 479,000
Work in process 3,000 233,000
Finished goods 13,000 660,000
Inventory reserve (128,000) (151,000)
----------- -----------
$ -- $ 1,222,000
=========== ===========
</TABLE>
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3. SALE OF WILSHIRE CONTAMINATION CONTROL DIVISION
On May 19, 2000 the Company completed the sale of certain assets and selected
liabilities of the Company's Wilshire Contamination Control division (the
"division") to Foamex Asia Co. LTD. (the "Buyer"), an affiliate of Foamex
International (FMX:NASDAQ) for a potential sales price of $2,500,000 or more.
Substantially all of the historic revenues reported by the Company related to
this division.
Payments are due from the Buyer on a quarterly basis based on a fixed percentage
of sales by the Buyer of certain products, as defined in the asset purchase
agreement, subject to certain cash flow provisions.
As no proceeds were due to the Company on the date of closing, the Company has
recorded a receivable which equates to the net book value of the net assets
sold. Such receivable totals $945,000. The Company has a secured interest in the
net assets sold. All payments of the sales price will be applied against the
receivable, under the cost recovery method, with no recognition of gain until
the receivable is paid in full. The Company believes that the asset recorded is
not impaired.
In conjunction with the sale of the Division, the Company recorded a loss of
$314,000 associated with the write-off of Goodwill on the books of the Company
related to Contamination Control products.
In addition to the sale of assets, the Buyer and Seller entered into an
agreement where the Company agreed to provide Foamex, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamex's ongoing operation of the Division's business. The agreement commenced
on May 19, 2000 and will continue until December 31, 2000.
4. LINE OF CREDIT
On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended Agreement")
which included principal of $4,000,000 from a previous agreement, $750,000 from
Demand Notes, accrued interest and management fees of $543,297 on the Agreement
and Demand Notes, and a new credit line commitment of $2,200,000. Under the
terms of the Amended Agreement, the principal of $7,493,297 was due on December
31, 1998, and interest was payable quarterly at an annual rate of 11.5%. From
March 1998 to November 1998, the Company issued Demand notes totaling $930,000
at an interest rate of 11.5% under the credit line agreement.
In December of 1998, the Company amended the credit line agreement to extend the
terms to January 31, 2000. The Company further extended the credit line
agreement to June 30, 2000 and to January 31, 2001 in a December 31, 1999 and
June 30, 2000 amendment, respectively. In fiscal 1999, the Company issued demand
notes totaling $3,510,000 under the line of credit agreement and capitalized
debt issuance costs of $18,000. Of the notes issued in fiscal 1999, $2,010,000
of notes bear interest at a rate of 11.5% annually; the remaining $1,500,000 of
demand notes bear interest at a rate of prime plus 3% (11.5% at November 30,
1999 and at May 31, 2000).
During the first three months of fiscal 2000, the Company issued demand notes
totaling $450,000 at an interest rate of prime plus 3% (12.0% at May 31, 2000).
For the second quarter of fiscal 2000, the Company issued demand notes totaling
$801,000 at an interest rate of prime plus 3% (12% at May 31, 2000).
5. COMMITMENTS AND CONTINGENCIES
BREAST IMPLANT LITIGATION
During the first six months of 2000, there have been no significant developments
in the Breast Implant Litigation. For information regarding legal proceedings,
refer to the information contained in the Company's Annual Report on Form 10-KSB
for the fiscal year ended November 30, 1999, under Note 5 to the financial
statements included therein.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
With the exception of discussions regarding historical information,
"Management's Discussion and Analysis or Plan of Operation" contains forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.
Risks and uncertainties inherent in forward looking statements include, but are
not limited to, the Company's future cash flows and ability to obtain sufficient
financing, timing and volume of sales orders, level of gross margins and
operating expenses, lack of market acceptance or demand for new product lines,
price competition, conditions in the contamination control industry and the
economy in general, as well as legal proceedings. The economic risk associated
with material cost fluctuations and inventory obsolescence is significant to the
Company. The ability to manage inventories through procurement and utilization
of component materials and the ability to generate new glove sales could have a
significant impact on future results of operations or financial condition.
Historical results are not necessarily indicative of the operating results for
any future period.
Subsequent written and oral forward looking statements attributable to the
Company or persons acting on the Company's behalf are expressly qualified in
their entirety by cautionary statements in this Form 10-Q and in other reports
that have been filed with the Securities and Exchange Commission. The following
discussion should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto included elsewhere in this filing.
Overview
In the second quarter of fiscal 2000, the Company focused its efforts on
completing the sale of certain assets and selected liabilities of the Company's
Wilshire Contamination Control Division ("The Division") to Foamex Asia Co. LTD
(the "Buyer" or "Foamex"), an affiliate of Foamex International (FMXI:NASDAQ).
On May 19, 2000 the Company completed the sale of certain assets and selected
liabilities of the Company's Wilshire Contamination Control division (the
"division") to Foamex Asia Co. LTD. (the "Buyer"), an affiliate of Foamex
International (FMX:NASDAQ) for a potential sales price of $2,500,000 or more.
Substantially all of the historic revenues reported by the Company related to
this division.
Payments are due from the Buyer on a quarterly basis based on a fixed percentage
of sales by the buyer of certain products, as defined in the asset purchase
agreement, subject to certain cash flow provisions.
As no proceeds were due to the Company on the date of closing, the Company has
recorded a receivable, which equates to the net book value of the net assets
sold. Such receivable totals $945,000. The Company has a secured interest in the
net assets sold. All payments of the sales price will be applied against the
receivable, under the cost recovery method, with no recognition of gain until
the receivable is paid in full. The Company believes that the asset recorded is
not impaired.
In conjunction with the sale of the Division, the Company recorded a loss of
$314,000 associated with the write-off of Goodwill on the books of the Company
related to Contamination Control products.
In addition to the sale of assets, the Buyer and Seller entered into an
agreement where the Company agreed to provide Foamex, for due consideration,
certain labor, facilities, services, personnel and other items with respect to
Foamex's ongoing operation of the Division's business. The agreement commenced
on May 19, 2000 and will continue until December 31, 2000.
9
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Foamex International is an international developer; manufacturer and supplier of
high-quality foam, including key materials utilized in contamination control
environments. Foamex Asia Co. Ltd., located in Singapore and in Thailand, is
currently a major supplier of specialty foam products to the Asian market.
Steve Scibelli, President of Foamex Asia Co. Ltd., served as Chief Executive
Officer of Wilshire Technologies from 1994 until 1996. Mr. Scibelli currently
owns 96,073 shares of Company stock. In addition, the Company is contingently
obligated to pay certain other benefits to Mr. Scibelli.
The Company believes the transaction was in its best interests due to the
likelihood of increased sales over the next three years from lower manufacturing
costs that could be achieved by Foamex Asia Co. Ltd. The Company acknowledges
that the sale of the Division will increase the negative cash flow through at
least the remainder of fiscal year 2000. However Trilon Dominion, the Company's
largest shareholder with over 72% of the shares outstanding, has advised the
Company that it will continue to support the Company as necessary through the
end of fiscal year 2000, although no assurance of their support can be given.
Furthermore, the sale of the Division to Foamex Asia Co. Ltd., allows the
Company to better focus its efforts on the polyurethane glove business.
In addition to completing the sale of the Contamination Control Division, the
Company decided to pursue development of a second generation of its polyurethane
glove. In light of that decision, the Company reserved 100 percent of the value
of the remaining inventories of its DuraCLEAN polyurethane gloves and focused
upon securing a strategic partner for the new product development. On June 26,
2000, the Company signed a letter of intent with the Lycra division of DuPont in
a cooperative business venture. DuPont will develop and supply a new
polyurethane material and Wilshire will use the material to manufacture and sell
a disposable polyurethane glove for industrial cleanroom applications. The
transaction is subject to various conditions, including execution of a
definitive agreement, which the parties expect to finalize and sign within the
next 30 to 45 days.
RESULTS OF OPERATIONS
NET SALES
The Company markets its products directly to end users through an internal sales
force utilizing outside distributors. Revenue for all sales is recognized when
title transfers, generally when products are shipped.
Net sales decreased by $270,000 (33.0%) to $542,000 in the second quarter of
2000 as compared to $812,000 in the second quarter of 1999. Net sales decreased
by $171,000 (12.0%) to $1,272,000 for the first six months of 2000 as compared
to $1,443,000 for the first six months of 1999. The Company believes the
decrease in sales for the second quarter and first six months was due in part to
the involvement of the Company's senior sales management in completing the sale
of the Wilshire Contamination Control Division to Foamex Asia Co. Ltd., as well
as decreases in sales of the Company's roller and glove products. Additionally,
no sales were recorded after May 19, 2000, the date of the Foamex sale.
In the third quarter of 2000, the Company expects to recognize little or no
sales of its DuraCLEAN glove, which is its only remaining product, as it will
focus its efforts on the joint development of a new polyurethane glove with
DuPont.
GROSS MARGIN
For the second quarter ended May 31, 2000, the Company recorded a negative gross
margin of $402,000 as compared to a gross margin of $66,000 in the same period
of 1999. For the first six months of 2000, the Company recognized a negative
gross margin of $849,000 as compared to a negative gross margin of $68,000 for
the comparable period in 1999. Although the Company
10
<PAGE> 11
recognized gross profits on the sale of its contamination control products, the
loss was attributable to high unabsorbed operating costs of its glove
manufacturing plant.
MARKETING AND SELLING EXPENSES
Marketing and selling expenses decreased by $24,000 (16.0%) to $125,000 in the
second quarter of 2000 from $149,000 for the comparable period of 1999. The
first six months of expense decreased by $39,000 (13.0%) to $266,000 from
$305,000 for the first six months of 1999. The quarter and year to date
decrease, as compared to comparable periods in 1999, was primarily due to a
decrease in marketing personnel.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses include costs related to the Company's
administrative costs (such as executive and office salaries, related payroll
expenses, investor relations, professional fees, supplies and utilities).
General and administrative expenses decreased $14,000 (4.0%) to $382,000 in the
second quarter of 2000 from $396,000 in the second quarter of 1999. For the
first six months of 2000, General and Administrative expenses decreased $152,000
(17.0%) to $736,000 from $888,000 for the first six months of 1999. The decrease
in expense was due primarily to reductions in professional services associated
with the Company's glove manufacturing plant as well as a decrease in executive
headcount.
RESEARCH AND DEVELOPMENT
Research and development expenses decreased $36,000 (84%) to $7,000 in the
second quarter of 2000 as compared to $43,000 in the second quarter of 1999. The
first six months of Research and development expense decreased by $101,000 (94%)
from expense of $108,000 for the same period of 1998. The decline was primarily
due to decreased project expenses.
INTEREST INCOME (EXPENSE), NET
The Company reported higher interest expense in the second quarter and for the
first six months of 2000 versus the same period of 1999 due to increased debt
outstanding. The interest expense was related primarily to the line of credit
due to Trilon Dominion Partners, LLC. (See Note 4).
INCOME TAXES
For the quarters ended May 31, 2000 and May 31, 1999, the Company sustained
losses for both financial reporting and income tax purposes. A tax provision of
$1,000 related to state income taxes was recorded in the financial statements
for 1999 and 2000.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company's liquidity by its ability to generate cash to
fund its operations. Significant factors in the management of liquidity are:
funds generated by operations; levels of accounts receivable, inventories,
accounts payable and capital expenditures; adequate lines of credit; and
financial flexibility to attract long-term capital on satisfactory terms.
During 1999 and the first six months of 2000, the Company has not generated
sufficient cash from operations to fund its working capital and equipment
purchase requirements. Net cash used in operating activities was $1,136,000 in
the first six months of 2000 versus net cash used in operating activities of
$1,338,000 in the first six months of 1999. The decrease in the cash used in
operating activities was primarily due to the sale of certain assets and
liabilities to Foamex Asia, Co. Ltd.
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Net cash used in investing activities was $57,000 in the first six months of
2000, versus net cash used by investing activities of $370,000 in the first six
months of 1999. The higher investing activities in the first quarter of the
prior year was due to major purchases of glove production equipment that
occurred in the first part of fiscal 1999.
Net cash provided by financing activities was $1,249,000 in the first six months
of 2000 versus $1,781,000 in the first six months of 1999. The debt financing in
both years was obtained from Trilon Dominion Partners, LLC.
On March 31, 1998, the Company and Trilon Dominion completed an Amended and
Restated Credit Agreement and Revolving Line of Credit (the "Amended Agreement")
which included principal of $4,000,000 from a previous agreement, $750,000 from
Demand Notes, accrued interest and management fees of $543,297 on the Agreement
and Demand Notes, and a new credit line commitment of $2,200,000. Under the
terms of the Amended Agreement, the principal of $7,493,297 was due on December
31, 1998, and interest was payable quarterly at an annual rate of 11.5%. From
March 1998 to November 1998, the Company issued Demand notes totaling $930,000
at an interest rate of 11.5% under the credit line agreement.
In December of 1998, the Company amended the credit line agreement to extend the
terms to January 31, 2000. The Company further extended the credit line
agreement to June 30, 2000 and to January 31, 2001 in a December 31, 1999 and
June 30, 2000 amendment, respectively. In fiscal 1999, the Company issued demand
notes totaling $3,510,000 under the line of credit agreement and capitalized
debt issuance costs of $18,000. Of the notes issued in fiscal 1999, $2,010,000
of notes bear interest at a rate of 11.5% annually; the remaining $1,500,000 of
demand notes bear interest at a rate of prime plus 3% (11.5% at November 30,
1999).
For the first six months of fiscal 2000, the Company issued demand notes
totaling $450,000 at an interest rate of prime plus 3% (12.0% at May 31,
2000). For the second quarter of fiscal 2000, the Company issued demand notes
totaling $801,000 at an interest rate of prime plus 3% (12% at May 31, 2000).
As of July 5, 2000, the Company has used its current credit facilities and
anticipates continuing negative cash flow from operating and investing
activities through fiscal year 2000. Management believes that Trilon Dominion,
the Company's largest shareholder with over 72% of the shares outstanding, will
continue to support the Company as necessary through the end of fiscal year
2000. However, given that no written commitment exists, the Company is exposed
to the substantial risk that it will not receive the funds from Trilon Dominion
to fund present and future working capital needs.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
For information regarding legal proceedings, refer to the
information contained in the Company's annual report on Form 10-KSB
for the fiscal year ended November 30, 1999 under the heading,
"Legal Proceedings" and Note 5 to the financial statements therein.
ITEM 2. CHANGES IN SECURITIES:
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
None
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
None
Registrant has solicited proxies pursuant to regulation 14A of the
Securities Exchange Act (Proxy Statement dated March 14, 2000) for
its Annual Meeting of Shareholders on May 1, 2000. There was no
solicitation in opposition to management's nominees for the
directors listed in the Proxy Statement. All such nominees were
elected by the affirmative vote of 12,724,278 shares which were the
number of the shares represented at the meeting. The number of
shares not voted were 229,107.
ITEM 5. OTHER INFORMATION:
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
<TABLE>
<S> <C>
10.165 Demand Note dated May 10, 2000 between the Registrant and
Trilon Dominion Partners, L.L.C.
10.166 Demand Note dated June 1, 2000 between the Registrant and
Trilon Dominion Partners, L.L.C.
10.167 Letter of Agreement by Company's Independent auditors,
Ernst and Young LLP for termination of services.
10.168 Unaudited Pro forma Consolidated Financial Statements for
sale of certain assets and selected liabilities of the
Company's Wilshire Contamination Control Division to Foamex
Asia Co. Ltd.
10.169 Amendment to Amended and Restated Credit Agreement
10.170 Letter of Intent between Wilshire Technologies Inc. and the
Lycra Division of DuPont.
10.171 Form of stock option granted on May 1, 2000 to Ms. Kathleen
Terry.
10.172 Form of stock option granted on May 1, 2000 to Mr. Chuck
Black.
10.173 Form of stock option granted on May 1, 2000 to Mr. Ron
Cantwell.
10.174 Form of stock option granted on May 1, 2000 to Mr. Joe
Davis.
10.175 Form of stock option granted on May 1, 2000 to Mr. David
Heavenridge.
10.176 Form of stock option granted on May 1, 2000 to Mr. John Van
Egmond.
10.177 Asset Purchase Agreement relating to the sale of assets and
selected liabilities of the Company's Contamination Control
Division to Foamex Asia Co. Ltd.
27.1 Financial Data Schedule
</TABLE>
(b) REPORTS ON FORM 8-K:
On June 28, 2000, the Registrant filed a report on Form 8-K dated
June 23, 2000 which described in Item 4 the change in the
Registrant's Certifying Accountant, with the replacement of Ernst
and Young LLP the Company's independent accounting firm with BDO
Seidman, LLP.
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<PAGE> 14
On July 14, 2000, the Registrant filed a report on Form 8-K dated
May 19, 2000 which described in Item 2 the sale of certain assets
and selected liabilities of the Company's Wilshire Contamination
Control Division ("The Division") to Foamex Asia Co. LTD (the
"Buyer"), an affiliate of Foamex International (FMXI:NASDAQ).
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: July 17, 2000 By: /s/ Kathleen E. Terry
---------------------------------
Kathleen E. Terry
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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