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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _____________ TO ______________
COMMISSION FILE NUMBER 1-4673
WILSHIRE OIL COMPANY OF TEXAS
-----------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 84-051366
- ------------------------------- ---------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
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
---------------
SECURITIES REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT:
Name of each exchange
(Title of each class) On which registered
- -------------------------- ------------------------
COMMON STOCK, $1 PAR VALUE AMERICAN STOCK EXCHANGE
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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES __X___ NO _________
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]
THE AGGREGATE MARKET VALUE OF THE SHARES OF THE VOTING STOCK HELD BY
NON-AFFILIATES OF THE REGISTRANT WAS APPROXIMATELY $25,620,840 BASED UPON THE
CLOSING SALE PRICE OF THE STOCK, WHICH WAS $3.39 ON MARCH 16, 2001.
THE NUMBER OF SHARES OF THE REGISTRANT'S $1 PAR VALUE COMMON STOCK OUTSTANDING
AS OF MARCH 16, 2001 WAS 7,960,788
DOCUMENTS INCORPORATED BY REFERENCE
THE INFORMATION CALLED FOR BY PART III IS INCORPORATED BY REFERENCE TO THE
DEFINITIVE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS.
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WILSHIRE OIL COMPANY OF TEXAS
Annual Report on Form 10-K
December 31, 2000
TABLE OF CONTENTS
PART I
Page
----
Item 1. Business.......................................................... 1
Item 1a. Executive Officers of the Registrant.............................. 6
Item 2. Properties........................................................ 6
Item 3. Legal Proceedings................................................. 14
Item 4. Submission of Matters to a Vote of Security Holders............... 14
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholders Matters.................................. 14
Item 6. Selected Financial Data........................................... 15
Item 7. Management's Discussion and analysis of Financial Condition
Results of Operations............................................. 18
Item 8. Financial Statements.............................................. F-1
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............................... 27
PART III
Item 10. Directors of the Registrant....................................... 27
Item 11. Executive Compensation............................................ 27
Item 12. Security Ownership of Certain Beneficial Owners and Management 27
Item 13. Certain Relationships and Related Transactions.................... 27
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 28
PART I
ITEM 1. BUSINESS
BACKGROUND
Wilshire Oil Company of Texas (the "Company", "Registrant" or "Wilshire")
was incorporated under the laws of the State of Delaware on December 7, 1951.
The Company's principal executive offices are located at 921 Bergen Avenue,
Jersey City, New Jersey 07306, (201) 420-2796.
The Company is engaged in the exploration and development of oil and gas,
both in its own name and through several wholly-owned subsidiaries in the United
States and Canada. The Company's real estate division owns investment real
estate properties in Arizona, Texas, Florida, Georgia and New Jersey. The
Company also holds investments in certain marketable securities.
This Report on Form 10-K for the year ended December 31, 2000 contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in such forward-looking statements. Certain factors which could
materially affect such results and the future performance of the Company are
described herein under Item 7., "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS
For financial segment information please see Note 9, "Segment Information"
of the "Notes to Consolidated Financial Statements", presented elsewhere herein.
The Company has no export sales or sales to affiliated customers.
DESCRIPTION OF BUSINESS
OIL AND GAS OPERATIONS
For a glossary of oil and gas terms, see "Properties - Oil and Gas
Properties - Glossary."
The Company conducts its oil and gas operations on the North American
continent. Oil and gas operations in the United States are located in Arkansas,
California, Kansas, Nebraska, New Mexico, Ohio, Oklahoma, Pennsylvania, Texas,
Utah, West Virginia and Wyoming. In Canada, the Company conducts oil and gas
operations in the Provinces of Alberta, British Columbia and Saskatchewan.
As of March 16, 2001, fifteen people are employed by the Company. Nine
employees are directly engaged in the search for new oil and gas properties. In
addition, the Company also has consultants.
1
Prospects for lease acquisitions are developed by staff geologists or acquired
from various co-venturers and/or consultants.
Once a property is acquired, the Company subcontracts for surveying and
drilling operations. Many of the Company's present producing oil and gas
properties are operated by independent contractors or under operating agreements
with other companies pursuant to which the Company pays a proportionate share of
operating expenses based upon its interests. The Company also acts as operator
of various properties, charging joint venture partners for their proportionate
share of expenses.
The Company does not engage in the refining of crude oil or the
distribution of petroleum products. Crude oil and natural gas productions are
sold to oil refineries and natural gas pipeline companies.
The Company participated in the drilling of 13 wells (3.1 net) in 2000
compared to 27 (5.4 net) in 1999. The United States program in 2000 consisted of
the drilling of 3 development wells (.5 net), one oil and two gas. The Canadian
drilling program in 2000 consisted of the drilling of 10 development wells (2.6
net), with all of these wells successfully completed as gas wells. Overall, the
Company's drilling program had a success ratio of 100%.
The Company's crude oil and condensate production is sold at posted field
prices, primarily to major crude oil and condensate purchasers. For average
posted field prices, for both oil and gas, see "Properties - Oil and Gas
Properties - Production." The Company has no one purchaser that purchased in
excess of 10% of its 2000 consolidated oil and gas revenues.
The loss of any one customer in the domestic hydrocarbon market is not
considered material. The Company is not dependent on any patent, trademark or
license.
The Company's oil and gas business is subject to all of the operating risks
normally associated with the exploration for and production of oil and gas. In
accordance with customary industry practices, the Company maintains insurance
coverage limiting financial loss resulting from certain of these operating
hazards.
COMPETITION
The oil and gas industry is intensely competitive and competes with other
industries in supplying the energy and fuel requirements of industrial,
commercial and individual customers.
The principal method of competition in the production of oil and gas is the
successful location and acquisition of properties which produce commercially
profitable quantities of oil and gas.
2
The Company competes with many other companies in the search for and
acquisition of oil and gas properties and leases for exploration and
development. Many of these companies have substantially greater financial,
technical and other resources than the Company. Competition among petroleum
companies for favorable oil and gas prospects can be expected to continue. The
Company is not a significant factor in the oil and gas industry.
The principal raw materials and resources necessary for the exploration
for, and the acquisition, development, production and sale of, crude oil and
natural gas are leasehold or freehold prospects under which oil and gas reserves
may be discovered, drilling rigs and related equipment to explore for and
develop such reserves, casing and other capital assets required for the
development and production of the reserves and knowledgeable personnel to
conduct all phases of oil and gas operations. The Company must compete for such
raw materials and resources with both major oil companies and independent
operators and also with other industries for certain personnel and materials.
Although the Company believes its current inventories of raw materials and
resources are adequate to preclude any significant disruption of operations in
the immediate future, the continued availability of such materials and resources
to the Company cannot be assured.
SEASONALITY
The oil business is generally not seasonal in nature. Gas demand and prices
paid for gas have become seasonal, showing a decrease during the summer and
fall.
ENVIRONMENTAL MATTERS
The petroleum industry is subject to numerous federal, state and provincial
environmental statutes, regulations and other pollution controls in both the
United States and Canada. In general, the Company is and will continue to be
subject to present and future environmental statutes and regulations.
The Company's expenses relating to preserving the environment during 2000
were not significant in relation to operating costs and the Company expects no
material changes in 2001. Environmental regulations have had no materially
adverse effect on the Company's petroleum operations to date, but no assurance
can be given that environmental regulations will not, in the future, result in a
curtailment of production or otherwise have materially adverse effects on the
Company's operations or financial condition.
REGULATION - UNITED STATES OPERATIONS
The Company's operations are affected from time to time, in varying
degrees, by political developments, laws and regulations. In particular, oil and
gas production operations are affected by changes in taxes and other laws
relating to the petroleum industry and by constantly changing administrative
regulations. The long-term effects of all the federal enactments and programs,
whether beneficial or detrimental to the future operations and income of the
Company, cannot be predicted at this time.
3
Rates of production of oil and gas have for many years been subject to
conservation laws and regulations. State regulatory agencies set allowable rates
of production and limit the number of days a month a well can produce. The
petroleum industry has also been subject to tax laws dealing specifically with
it, such as the Crude Oil Windfall Profit Tax Act. In addition, oil and gas
operations are subject to extensive regulation or termination by government
authorities on account of ecological and other considerations. All of the
jurisdictions in which the Company operates have statutes and administrative
regulations governing the drilling and production of oil and gas.
REGULATION - CANADIAN OPERATIONS
The Company's Canadian subsidiary, Wilshire Oil of Canada, Ltd., operates
primarily in the Province of Alberta, with some activity in the Province of
British Columbia and Saskatchewan.
The petroleum and natural gas industry operates under federal and
provincial legislation and regulations which govern land tenure, royalties,
production rates, environmental protection, exports and other matters. Federal
legislation monitors the price of oil and gas in export trade and the quantities
of such products exportable from Canada. Provincial legislation has been enacted
for the purpose of regulating operations in the Provinces.
OIL PRICES
Oil prices actually being paid by purchasers in the United States are
publicly announced throughout the country and vary depending on locality and
qualitative specifications of the crude oil. All prices are subject to future
modification by appropriate agency action.
INVESTMENT IN MARKETABLE SECURITIES
The Company holds investments in certain marketable securities. From time
to time, the Company buys and sells securities in the open market. The Company
over the years has decreased its holdings in marketable securities and focused
its resources in the oil & gas and real estate divisions.
Holdings of marketable securities, at market value, amounted to $7,166,000
at December 31, 2000 and $5,211,000 at December 31, 1999. The Company realized
gains from the sales of marketable securities of $24,000 in 1999. There were no
gains from the sale of marketable securities in 2000.
4
REAL ESTATE OPERATIONS
The Company's real estate operations are conducted, both in its own name
and through several wholly owned subsidiaries, in the states of Arizona, Texas,
Florida, Georgia and New Jersey. They are not seasonal in nature.
The Company's Arizona properties include the following:
378 unit garden apartment complex
340 unit garden apartment complex
70 unit midrise apartment building
53,000 sq. ft. multi-tenant two story office building
65,000 sq. ft. retail/medical use complex
The Texas property is a 228 unit apartment complex.
The Company's operations in Florida consists of two office buildings having
a combined area of 28,000 square feet and apartment properties having 62 units.
The Georgia property is a 72 unit apartment complex.
The Company's properties in New Jersey consists of apartment properties
having 471 units. In addition, the Company holds various commercial/retail
properties, including a 75,000 sq. ft. office building.
The Company utilizes property management companies to assist in the
management of its properties. Expenses incurred in operating the properties
include, among other things, administrative costs, utilities, repairs and
maintenance and property taxes.
During the twelve months ended December 31, 2000, the Company sold four
condominium units in New Jersey for a profit of approximately $305,000.
On March 29, 2001, the Company purchased a 180 unit apartment complex in
San Antonio, Texas at a cost of $5,250,000. The purchase was funded by a
$977,000 cash down payment and an assumable mortgage of $4,273,000.
The Company will explore other 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 several months. 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.
The real estate industry is intensely competitive in nature. The Company
competes with many other real estate operators and is not a significant factor
in the markets it operates in.
The Company's real estate operations are subject to existing federal and
state laws regarding environmental quality and pollution control. Environmental
regulations had no materially adverse effect on the Company's real estate
operations during 2000, but no assurance can be given that environmental
regulations will not, in the future, have a materially adverse effect on the
Company's operations.
5
ITEM 1A - EXECUTIVE OFFICERS OF THE REGISTRANT
The table below sets forth the names and ages of all executive officers of
the Registrant and the position(s) and offices with the Registrant presently
held by each and the periods during which each has served in such position(s)
and offices. There are no "family relationships" as defined in Item 401 (d) of
Regulation S-K between any of these persons and any other executive officer or
director of the Company.
All executive officers have been elected or appointed to hold office until
their respective successors have been elected or appointed and qualified or
until their earlier resignation or removal.
Executive Officers of Registrant
Name Age Position with Registrant
- ---- --- ------------------------
S. Wilzig Izak 42 Chairman of the Board and
Chief Executive Officer
ITEM 2. PROPERTIES
Offices
The executive and administrative office of the Company consists of
approximately 2,000 square feet, located at 921 Bergen Avenue, Jersey City, New
Jersey. This office is leased at a monthly rental of $2,683.
The Company maintains its principal office for the United States oil and
gas operations in Oklahoma City, Oklahoma, leasing 3,618 square feet, at a
monthly cost of $2,345. The Company also owns a storage yard of approximately
five acres, situated near Will Rogers Airport in Oklahoma City.
The Company's Canadian subsidiary maintains an exploration office in
Calgary, Alberta, Canada. The Company leases 1,583 square feet at a monthly
rental of $3,020 Canadian.
6
OIL AND GAS PROPERTIES
GLOSSARY
The terms defined in this section are used throughout this report.
BBL. One stock tank barrel, or 42 U.S. gallons liquid volume, usually used
herein in reference to crude oil or other liquid hydrocarbons.
BOE. Equivalent barrels of oil in reference to natural gas. Natural gas
equivalents are determined using the ratio of six Mcf of natural gas to one Bbl
of crude oil, condensate or natural gas liquids.
DEVELOPED ACREAGE. The number of acres which are allocated or assignable to
producing wells or wells capable of production.
DEVELOPMENT WELL. A well drilled as an additional well to the same
reservoir as other producing wells on a lease, or drilled on an offset Lease not
more than one location away from a well producing from the same reservoir.
EXPLORATORY WELL. A well drilled in search of a new undiscovered pool of
oil or gas, or to extend the known limits of a field under development.
GROSS ACRES OR WELLS. The total acres or wells, as the case may be, in
which an entity has an interest, either directly or through an affiliate.
LEASE. Full or partial interests in an oil and gas lease, oil and gas
mineral rights, fee rights or other rights, authorizing the owner thereof to
drill for, reduce to possession and produce oil and gas upon payment of rentals,
bonuses and/or royalties. Oil and gas leases are generally acquired from private
landowners and federal, provincial and state governments.
MCF. One thousand cubic feet. Expressed, where gas sales contracts are in
effect, in terms of contractual temperature and pressure bases and, where
contracts are nonexistent, at 60 degrees Fahrenheit and 14.65 pounds per square
inch absolute.
MMCF. One million cubic feet. Expressed, where gas sales contracts are in
effect, in terms of contractual temperature and pressure bases and, where
contracts are nonexistent, at 60 degrees Fahrenheit and 14.65 pounds per square
inch absolute.
NET ACRES OR WELLS. A party's interest in acres or a well calculated by
multiplying the number of gross acres or gross wells in which such party has an
interest by the fractional interest of such party in such acres or wells.
PRODUCTION COSTS. The expenses of producing oil or gas from a formation,
consisting of the costs incurred to operate and maintain wells and related
equipment and facilities, including labor costs, repair and maintenance,
supplies, insurance, production, severance and other production excise taxes.
7
PRODUCING PROPERTY. A property (or interest therein) producing oil and gas
in commercial quantities or that is shut-in but capable of producing oil and gas
in commercial quantities, to which Producing Reserves have been assigned by an
independent petroleum engineer. Interests in a property may include working
interests, production payments, royalty interests and other nonworking
interests.
PRODUCING RESERVES. Proved Developed reserves expected to be produced from
existing completion intervals open for production in existing wells.
PROSPECT. An area in which a party owns or intends to acquire one or more
oil and gas interests, which is geographically defined on the basis of
geological data and which is reasonably anticipated to contain at least one
reservoir of oil, gas or other hydrocarbons.
PROVED DEVELOPED RESERVES. Proved Reserves which can be expected to be
recovered through existing wells with existing equipment and operating methods.
PROVED RESERVES. The estimated quantities of crude oil, natural gas and
other hydrocarbons which, based upon geological and engineering data, are
expected to be produced from known oil and gas reservoirs under existing
economic and operating conditions, and the estimated present value thereof based
upon the prices and costs on the date that the estimate is made and any price
changes provided for by existing conditions.
PROVED UNDEVELOPED RESERVES. Proved Reserves which can be expected to be
recovered from new wells on undeveloped acreage or from existing wells where a
relatively major expenditure is required for recompletion.
UNDEVELOPED ACRES. Oil and gas acreage (including, in applicable instances,
rights in one or more horizons which may be penetrated by existing well bores,
but which have not been tested) to which proved reserves have not been assigned
by independent petroleum engineers.
WORKING INTEREST. The operating interest under a lease which gives the
owner the rights to drill, produce and conduct operating activities on the
property ;and a share of production, subject to all royalty interests and other
burdens and to all costs of exploration, development and operations and all
risks in connection therewith.
* * *
Following are certain tables and other statistical data concerning the
Company's reserves, production, acreage and other information with regard to the
Company's oil and gas properties and operations.
For information regarding costs incurred in 2000, please refer to the
"Segment Information" in Note 9 of the Notes to Consolidated Financial
Statements, presented elsewhere herein. For information regarding capitalized
costs relating to oil and gas producing activities, please refer to Note 9 of
the Notes to Consolidated Financial Statements, presented elsewhere herein.
8
Future revenues, net of development and production expenditures (Net
Revenues), from estimated production of proved and proved developed reserves,
based on existing economic conditions for each of the next three succeeding
years, are estimated as follows:
United States Canada
(000's Omitted) (000's Omitted)
------------------------ ------------------------
Proved Proved
Proved Developed Proved Developed
Reserves Reserves Reserves Reserves
-------- --------- -------- --------
2001 $ 3,485 $ 3,485 $ 11,006 $ 10,985
2002 $ 2,985 $ 2,984 $ 14,589 $ 12,282
2003 $ 2,600 $ 2,600 $ 15,473 $ 12,224
Remainder $ 44,017 $ 27,310 $251,270 $198,384
RESERVES
The quantities of natural gas and crude oil Proved and Proved Developed
Reserves presented herein include only those amounts which the Company
reasonably expects to recover in the future from known oil and gas reservoirs
under existing economic and operating conditions. Therefore, Proved and Proved
Developed Reserves are limited to those quantities which are recoverable
commercially at current prices and costs, under existing technology.
Accordingly, any changes in the future oil and gas prices, operating and
development costs, regulations, technology and other factors could significantly
increase or decrease estimates of Proved and Proved Developed Reserves.
The Company's net Proved and Proved Developed Reserves of oil and gas and
the present values thereof at December 31, 1998 and 1999 and 2000 were estimated
by the independent professional engineering consultants referred to on page 28.
Such estimates were utilized in the preparation of the Company's consolidated
financial statements for the applicable fiscal years and for reporting purposes.
Set forth below are estimates of the Company's Proved and Proved Developed
Reserves and the present value of estimated future net revenues from such
reserves based upon the standardized measure of discounted future net cash flows
relating to proved oil and gas reserves in accordance with the provisions of
Statement of Financial Accounting Standards No. 69, "Disclosures about Oil and
Gas Producing Activities" (SFAS No. 69). The standardized measure of discounted
future net cash flows is determined by using estimated quantities of Proved
Reserves and the periods in which they are expected to be developed and produced
based on period-end economic conditions. The estimated future production is
priced at period-end prices, except where fixed and determinable price
escalations are provided by contract.
9
The resulting estimated future cash inflows are reduced further by estimated
future costs to develop and produce reserves based on period-end cost levels. No
deduction has been made for depletion, depreciation or income taxes or for
indirect costs, such as general corporate overhead. Present values were computed
by discounting future net revenues by 10 percent per annum.
The following table sets forth-summary information with respect to the
estimates of the Company's Proved and Proved Developed Reserves at December 31
of the years indicated:
United States Canada
------------------------- ---------------------------
Proved Proved
Proved Developed Proved Developed
------ --------- -------- ---------
(000's Omitted) (000's Omitted)
2000 Oil (Bbls) 1,268 482 870 552
Gas (Mcf) 9,592 9,592 28,900 23,075
Net present value @ 10% $28,582 16,938 $115,744 $91,627
1999 Oil (Bbls) 1,428 446 939 615
Gas (Mcf) 8,791 8,791 36,578 30,419
Net present value @ 10% $19,976 $9,584 $ 33,029 $26,153
1998 Oil (Bbls) 1,412 430 1,153 755
Gas (Mcf) 6,315 6,315 39,029 32,799
Net present value @ 10% $10,516 $5,891 $ 28,300 $23,111
The determination of oil and gas reserves is a complex and interpretive
process, which is subject to continued revisions as additional information
becomes available. Reserve estimates prepared by different engineers from the
same data can vary widely. Therefore, the reserve data presented herein should
not be construed as being exact. Any reserve estimate, especially when based
upon volummetric calculations, depends in part on the quality of available data,
engineering and geologic interpretation and judgment, and thus, represents only
an informed professional judgment. Subsequent reservoir performance may justify
upward or downward revision of the estimate.
No Proved or Proved Developed Reserve estimates for oil and gas were filed
with or included in reports to any other federal or foreign governmental
authority or agency since the beginning of fiscal 2000 other than with the
Securities and Exchange Commission.
10
PRODUCTION WELLS
The following tabulations indicate the number of productive wells (gross
and net) as of December 31, 2000:
Gas Oil Developed Acreage
------------ ------------- ------------------
Gross Net Gross Net Gross Net
----- ---- ----- ---- -------- ------
United States 549 68.0 223 68.0 47,147 18,783
Canada 253 62.4 95 10.0 167,260 26,730
PRODUCTION
The following table shows the Company's net production in barrels ("Bbls")
of crude oil and in thousands of cubic feet ("Mcf") of natural gas (computed
after deducting all outstanding interests, including basic royalties and
overriding royalties) for the past three years (note - all $ dollar amounts
presented are in U.S. dollars).
Oil and Condensate (Bbls) Gas (Mcf)
- ---------------------------------- ------------------------------
United States Canada United States Canada
------------- ------ ------------- ---------
2000 62,000 35,000 957,000 833,000
1999 68,000 46,000 1,048,000 921,000
1998 88,000 53,000 1,039,000 1,021,000
Average sales price per unit of oil or gas produced:
Oil Gas
---------------------- ----------------------
U.S. Canada U.S. Canada
------- ------- ------ ------
2000 $ 25.69 $ 24.66 $ 3.07 $ 3.00
1999 $ 16.61 $ 12.49 $ 1.82 $ 1.70
1998 $ 12.35 $ 10.27 $ 1.78 $ 1.23
Production as shown in the table, which is net after royalty interests due
others, is determined by multiplying the gross production volume of properties
in which the Company has an interest by the percentage of the leasehold or other
property interest owned by the Company.
The relative energy content of oil and gas (six Mcf of gas equals one
barrel of oil) was used to obtain a conversion factor to convert natural gas
production into equivalent barrels of oils.
11
There are no agreements with foreign governments.
Average Production Cost Per Equivalent Barrel
of Oil in the United States and Canada:
- ---------------------------------------
2000 1999 1998
----- ----- -----
United States $7.75 $6.31 $6.34
Canada $4.09 $3.20 $2.87
Unit cost is computed on equivalent barrels of oil equating gas to oil
based on BTU content. This method is appropriate for the Registrant since
several properties produce both oil and gas and production costs are not
segregated.
The components of production costs may vary substantially among wells
depending on the methods of recovery employed and other factors, but generally
include severance taxes, administrative overhead, maintenance and repair, labor
and utilities.
OIL AND GAS LEASES
The following tabulation indicates the undeveloped acreage leased by the
Registrant as of December 31 of the years indicated:
2000 1999
---------------------- ------------------------
Undeveloped Acres Undeveloped Acres
---------------------- ------------------------
Gross Net Gross Net
------ ----- ------ -----
United States 17,930 5,186 18,959 6,962
Canada 21,128 3,592 21,128 3,592
A "gross" acre is an acre in which the Company owns a working interest. A
"net" acre is deemed to exist when the sum of the fractional working interests
owned by the Company in gross acres equals one.
12
DRILLING
The following table sets forth the results of the Registrant's drilling
programs for the years covered:
Exploratory Development Wells
----------------------------------------- ---------------------------------------
Net Productive Net Dry Net Productive Net Dry
-------------- ----------------- --------------- -----------------
U.S. Canada U.S. Canada U.S. Canada U.S. Canada
---- ------ --- ------ --- ------ --- ------
2000 -- -- -- -- 0.5 2.6 -- --
1999 -- -- 1.5 -- -- 3.9 -- --
1998 -- -- -- -- 0.6 6.0 1.5 --
1997 -- -- -- -- 0.4 4.9 -- --
1996 -- -- 0.1 -- 0.9 -- 0.1 --
A dry hole is an exploratory or development well which is found to be
incapable of producing oil or gas in sufficient quantities to justify
completion. A productive well is an exploratory or development well that is
capable of commercial production. The number of wells drilled refers to the
number of wells completed during the fiscal year, regardless of when drilling
was initiated.
REAL ESTATE PROPERTIES
The following table sets forth the location and general character of the
principal physical properties owned by the Company as part of its real estate
operations. Most of the properties are subject to mortgages. For further
information with respect to these properties, see "Business - Real Estate
Operations."
Location General Character
-------- -----------------
Arizona 378 Unit Apartment Complex
Arizona 340 Unit Apartment Complex
Arizona 70 Unit Apartment Building
Arizona Office Building
Arizona Retail/Medical use Complex
Texas 228 Unit Apartment Complex
Texas 180 Unit Apartment Complex
Florida Office Building
Florida Apartment Properties (62 units)
Georgia 72 Unit Apartment Complex
New Jersey Apartment Properties (471 units),
including a 132 unit apartment
complex
New Jersey Commercial/Retail Properties,
including a 75,000 sq. ft. office building
13
The Company considers all of its properties both owned and leased, together
with the related furniture, fixtures and equipment contained therein, to be well
maintained, in good operating condition, and adequate for its present and
foreseeable future needs.
ITEM 3. LEGAL PROCEEDINGS
At December 31, 2000, the Company was not a party to any actions or
proceedings which management believes are reasonably likely to have a material
adverse effect upon the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted by the Company to a vote of its security holders
during the fourth quarter of the year ended December 31, 2000.
PART II
ITEM 5. MARKET PRICE OF THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded on the American Stock Exchange. The
following table indicates the high and low sales prices of the Company's common
stock for the quarters indicated during the past two years:
(All in ($) Dollars)
Quarter 1 Quarter 2 Quarter 3 Quarter 4
High - Low High - Low High - Low High - Low
----------------- ------------------ ---------------- ----------------
2000 4-5/16 - 3-3/8 4- 1/4 - 3- 1/4 4 - 3-1/4 4-1/4 - 3
1999 4-1/2 - 3-15/16 4 -9/16 - 3-13/16 5-3/16 - 3-13/16 4-3/8 - 3-5/16
As of March 16, 2001 there were 8,354 common shareholders of record.
14
ITEM 6. SELECTED FINANCIAL DATA
(Not covered by Report of Independent Public Accountants)
(In thousands of dollars except per share amounts)
For the Year Ended December 31
-------------------------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Oil/Gas Revenues $ 7,875 $ 5,238 $ 4,759 $ 5,917 $ 5,720
Real Estate Revenues 12,832 12,484 11,546 9,730 9,296
-------- -------- -------- -------- --------
Total Revenues $ 20,707 $ 17,722 $ 16,305 $ 15,647 $ 15,016
-------- -------- -------- -------- --------
Gross Profit
Oil/Gas (a) $ 4,513 $ 1,722 $ (927) $ 1,316 $ 1,575
-------- -------- -------- ------- --------
Gross Profit
Real Estate (b) $ 3,049 $ 3,684 $ 2,684 $ 2,420 $ 2,600
-------- -------- -------- -------- --------
Total Gross
Profit $ 7,562 $ 5,406 $ 1,757 $ 3,736 $ 4,175
-------- -------- -------- -------- --------
Net Income $ 1,224 $ 614 $ 1,007 $ 5,536 $ 4,709
-------- -------- -------- -------- --------
Net income
per share of
common stock(C) $ 0.15 $ 0.07 $ 0.11 $ 0.58 $ 0.49
-------- -------- -------- -------- --------
Total assets at
year-end $ 98,541 $ 90,527 $ 94,601 $102,029 $ 98,378
-------- -------- -------- -------- --------
Long-term
obligations $ 46,701 $ 46,935 $ 47,764 $ 51,587 $ 46,299
-------- -------- -------- -------- --------
Cash dividends
per share $ -- $ -- $ -- $ -- $ 0.10
-------- -------- -------- -------- --------
a) Gross profit relating to oil and gas represents oil and gas revenues less
production costs and related depreciation, depletion and amortization.
b) Gross profit relating to real estate represents total real estate revenues
less real estate operating costs and related depreciation.
c) Restated to give effect to stock dividends.
15
QUARTERLY FINANCIAL DATA
(Unaudited)
(In thousands $ except per share amounts)
2000
-------------------------------------------------------------------
1st 2nd 3rd 4th Year
------- ------- ------- ------- -------
Oil/Gas Revenues $ 1,345 $ 2,015 $ 2,107 $ 2,408 $ 7,875
Real Estate Revenues $ 3,225 $ 3,159 $ 3,167 $ 3,281 $12,832
------- ------- ------- ------- -------
Total Revenues $ 4,570 $ 5,174 $ 5,274 $ 5,689 $20,707
------- ------- ------- ------- -------
Gross Profit
Oil/Gas (a) $ 439 $ 901 $ 1,282 $ 1,891 $,4,513
Gross Profit
Real Estate (b) $ 919 $ 630 $ 737 $ 763 $ 3,049
------- ------- ------- ------- -------
Total Gross Profit $ 1,358 $ 1,531 $ 2,019 $ 2,654 $ 7,562
------- ------- ------- ------- -------
Net Income $ 132 $ 75 $ 543 $ 474 $ 1,224
------- ------- ------- ------- -------
Net Income
Per Share $ 0.02 $ 0.01 $ 0.06 $ 0.06 $ 0.15
------- ------- ------- ------- -------
Cash Dividends
Per Share $ .00 $ .00 $ .00 $ .00 $ .00
------- ------- ------- ------- -------
a - Gross profit relating to oil and gas represents oil and gas revenues less
production costs and related depreciation, depletion and amortization.
b - Gross profit relating to real estate represents total real estate revenues
less real estate operating costs and related depreciation.
16
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
QUARTERLY FINANCIAL DATA
(Unaudited)
(In thousands $ except per share amounts)
1999
-------------------------------------------------------------------
1st 2nd 3rd 4th Year
------- ------- ------- ------- -------
Oil/Gas Revenues $ 1,209 $ 1,194 $ 1,415 $ 1,420 $ 5,238
Real Estate Revenues $ 3,054 $ 3,175 $ 3,056 $ 3,199 $12,484
------- ------- ------- ------- -------
Total Revenues $ 4,263 $ 4,369 $ 4,471 $ 4,619 $17,722
------- ------- ------- ------- -------
Gross Profit
Oil/Gas (a) $ 307 $ 203 $ 1,065 $ 147 $ 1,722
Gross Profit
Real Estate (b) 910 $ 980 $ 671 $ 1,123 $ 3,684
------- ------- ------- ------- -------
Total Gross Profit $ 1,217 $ 1,183 $ 1,736 $ 1,270 $ 5,406
------- ------- ------- ------- -------
Net Income $ 53 $ 87 $ 300 $ 174 $ 614
------- ------- ------- ------- -------
Net Income
Per Share $ 0.01 $ 0.01 $ 0.03 $ 0.02 $ 0.07
------- ------- ------- ------- -------
Cash Dividends
Per Share $ -- $ -- $ -- $ -- $ --
------- ------- ------- ------- -------
a - Gross profit relating to oil and gas represents oil and gas revenues less
production costs and related depreciation, depletion and amortization.
b - Gross profit relating to real estate represents total real estate revenues
less real estate operating costs and related depreciation.
17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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,
Wyoming, Utah, and West Virgina. 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
consist 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 holdings in marketable securities and
focused its resources in its oil & gas and real estate divisions.
GENERAL - OIL AND GAS
The Company's oil and gas operating performance is influenced by several
factors. The most significant are the prices received for the sale of oil and
gas and the sales volume. For 2000, the average price of oil that the Company
received was $25.32 compared to $14.95 for 1999, a price increase of 69%.
Average gas prices received by the Company in 2000 were 72% higher than 1999
average gas prices. The average price of gas for 2000 was $3.01 compared to
$1.77 for 1999.
The following table reflects the average prices received by the Company for
oil and gas, the average production cost per BOE, and the amount of the
Company's oil and gas production for the fiscal years presented:
Fiscal Year Ended December 31
---------------------------------------------------
Crude Oil and Natural Gas Production: 2000 1999 1998
--------- --------- ---------
Oil (Bbls)........................................ 97,000 114,000 141,000
Gas (Mcf).......................................... 1,790.000 1,970,000 2,060,000
Average sales prices:
Oil (per Bbl)..................................... $25.32 $14.95 $11.57
Gas (per Mfc)...................................... $ 3.01 $ 1.77 $ 1.51
Average production costs per BOE: $ 6.14 $ 4.90 $ 4.75
18
Sales prices received by the Company for oil and gas have fluctuated
significantly from period to period. The fluctuations in oil prices during these
periods primarily reflected market uncertainty regarding the inability of the
Organization of Petroleum Exporting Countries ("OPEC") to control the production
of its member countries, as well as concerns related to global supply and demand
for crude oil. Gas prices received by the Company fluctuate generally with
changes in the spot market price for gas. It is impossible to predict future
price movements with certainty.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2000("2000") COMPARED WITH YEAR ENDED DECEMBER 31,
1999("1999")
Net income for the year ended December 31 was $1,224,000 in 2000 as
compared to $614,000 in 1999.
Operating income in 2000 was $5,873,000 compared to $3,760,000 in 1999, an
increase of 56%. This increase in operating income is due to higher energy
prices in 2000.
Oil and gas revenues increased from $5,238,000 in 1999 to $7,875,000 in
2000. This increase was attributable to a sharp increase in the price of crude
oil in 2000. Average oil prices increased from $14.95 per BBL in 1999 to $25.32
in 2000. Average gas prices increased from $1.76 per MCF in 1999 to $3.01 in
2000.
Real estate revenues increased from $12,484,000 in 1999 to $12,832,000 in
2000. This increase was principally due to higher rents.
Oil and gas production expense was higher in 2000 than 1999. Oil and gas
production expense amounted to $2,224,000 in 2000 and $2,003,000 in 1999,
primarily as a result of cost increases.
Depreciation, depletion and amortization of oil and gas assets amounted to
$1,138,000 in 2000 compared to $1,513,000 in 1999. This decrease in depletion
expense resulted from an increase in value of the Company's reserves due to
higher oil and gas prices. Real estate depreciation was $2,126,000 in 2000
compared to $2,073,000 in 1999.
General and administrative expense was comparable in 2000 and 1999. General
and administrative expense amounted to $1,689,000 in 2000 compared to $1,646,000
in 1999.
Interest expense increased from $3,944,000 in 1999 to $4,419,000 in 2000.
This increase is attributable to higher interest rates in 2000 and an increase
in short term loans.
The provision for income taxes includes Federal, state and Canadian taxes.
Differences between the effective tax rate and the statutory income tax rates
are due to foreign resource tax credits in Canada, and the dividend exclusion in
the United States.
19
YEAR ENDED DECEMBER 31, 1999 ("1999") COMPARED WITH YEAR ENDED DECEMBER 31,
1998("1998")
Net income for the year ended December 31 was $614,000 in 1999 as compared
to $1,007,000 in 1998.
Operating income in 1999 was $3,760,000 compared to $133,000 in 1998, an
increase of $3,627,000. This increase in operating income is due to higher
energy prices in 1999, increased profit in the real estate division due to
higher rents and control of costs in both sectors.
Oil and gas revenues increased from $4,759,000 in 1998 to $5,238,000 in
1999. This increase was attributable to a sharp increase in the price of crude
oil in 1999. Average crude oil prices in 1999 were approximately 29% higher in
1999 than 1998.
Real estate revenues increased from $11,546,000 in 1998 to $12,484,000 in
1999. This increase was principally due to higher rents.
Oil and gas production expense was lower in 1999 than 1998. Oil and gas
production expense amounted to $2,003,000 in 1999 and $2,297,000 in 1998.
Depreciation, depletion and amortization of oil and gas assets amounted to
$1,513,000 in 1999 compared to $2,367,000 in 1998. This decrease in depletion
expense resulted from an increase in value of the Company's reserves due to
higher oil and gas prices. Also, the Company additionally provided a
depreciation, depletion and amortization ceiling charge of $1,022,000 in 1998 to
reflect the substantial declines in the price of crude oil. Real estate
depreciation was $2,073,000 in 1999 compared to $1,752,000 in 1998.
General and administrative expense was comparable in 1999 and 1998. General
and administrative expense amounted to $1,646,000 in 1999 compared to $1,601,000
in 1998.
The Company realized approximately $4.9 million less in securities gains in
1999 than in 1998. The Company realized gains on sales of marketable securities
of $24,000 in 1999 compared to $4,932,000 in 1998.
Interest expense increased from $3,937,000 in 1998 to $3,944,000 in 1999.
This increase is attributable to higher interest rates in 1999.
The provision for income taxes includes Federal, state and Canadian taxes.
Differences between the effective tax rate and the statutory income tax rates
are due to foreign resource tax credits in Canada, additional provision to cover
the settlement of a tax examination, and the dividend exclusion in the United
States.
EFFECTS OF INFLATION
The effects of inflation on the Company's financial condition are not
considered to be material by management.
20
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2000 the Company had approximately $10.0 million in
marketable securities at cost, with a market value of approximately $7.2
million. The current ratio at December 31, 2000 was .8 to 1 on a market basis
and the Company's working capital was $(3) million at December 31, 2000.
Management considers these amounts adequate as the Company intends to refinance
its current portion of long-term debt as it comes due..
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.
During the year ended December 31, 2000, the Company did not acquire any
real estate property.. The Company will continue to 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.
During the year ended December 31, 2000, the Company refinanced $4,200,000.
These funds were borrowed on a long-term basis at favorable rates. The proceeds
of this loan was used to pay off the original first-mortgage loan and for
investment and working capital purposes.
Net cash provided by (used in) operating activities was $3,620,000,
$5,225,000 and $(3,959,000) in 2000, 1999 and 1998, respectively. The variations
in the three years principally relate to changes in accounts receivable and
accounts payable and accrued liabilities.
Net cash provided by (used in) investing activities was $(10,767,000),
$(2,821,000) and $5,100,000 in 2000, 1999 and 1998, respectively. The variations
principally relate to purchases of real estate properties and transactions in
securities. Purchases of real estate properties amounted to $5,700,000 in 1998.
Proceeds from sales and redemptions of securities amounted to $602,000 in 1999
and $18,186,000 in 1998. Additionally, purchases of marketable securities
amounted to $4,355,000 in 2000, $1,338,000 in 1999 and $2,813,000 in 1998.
Proceeds form sales of real estate properties amounted to $1,602,000 in 1999 and
$691,000 in 2000. The Company purchased $3,500,000 in mortgages notes in 2000.
Net cash provided by (used in) financing activities was $8,224,000
$(5,094,000), and $(2,100,000) in 2000, 1999 and 1998, respectively. The
variations principally relate to the issuance, refinance, and repayments of
long-term debt. See Footnote No. (4) to the consolidated financial statements
for a schedule of long-term debt.
The Company believes it has adequate capital resources to fund operations
for the foreseeable future.
21
FORWARD-LOOKING STATEMENTS
This Report on Form 10-K for the year ended December 31, 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.
22
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2000 AND 1999, AND THE
THREE YEARS ENDED DECEMBER 31, 2000,1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
INDEX
Page
----
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 2000 and 1999 F-2
Consolidated Statements of Income for the Years Ended
December 31, 2000, 1999 and 1998 F-3
Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 2000, 1999 and 1998 F-4
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998 F-5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Wilshire Oil Company of Texas:
We have audited the accompanying consolidated balance sheets of Wilshire Oil
Company of Texas (a Delaware corporation) and subsidiaries as of December 31,
2000 and 1999, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wilshire Oil Company of Texas
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 28, 2001
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2000 AND 1999
ASSETS 2000 1999
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents (Note 2) $ 2,925,000 $ 1,887,000
Marketable securities, available-for-sale, at fair value (Notes 2 and 3) 7,166,000 5,211,000
Accounts receivable (Note 2) 2,243,000 1,188,000
Income taxes receivable (Note 7) 332,000 510,000
Deferred income taxes (Notes 2 and 7) 1,295,000 224,000
Prepaid expenses and other current assets 1,240,000 1,326,000
------------ ------------
Total current assets 15,201,000 10,346,000
------------ ------------
MORTGAGE NOTES RECEIVABLE (Note 4) 3,500,000 --
------------ ------------
PROPERTY AND EQUIPMENT (Notes 2, 3, 9 and 10):
Oil and gas properties, using the full cost method of accounting 137,458,000 136,540,000
Real estate properties 61,402,000 59,602,000
Other property and equipment 312,000 392,000
------------ ------------
199,172,000 196,534,000
Less- Accumulated depreciation, depletion and amortization 119,332,000 116,353,000
------------ ------------
79,840,000 80,181,000
------------ ------------
$ 98,541,000 $ 90,527,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt (Note 3) $ 14,842,000 $ 4,682,000
Loan payable to shareholder (Note 5) 400,000 --
Accounts payable 1,986,000 2,023,000
Accrued liabilities (Note 8) 1,159,000 985,000
------------ ------------
Total current liabilities 18,387,000 7,690,000
------------ ------------
LONG-TERM DEBT, less current portion (Note 3) 46,701,000 46,935,000
------------ ------------
DEFERRED INCOME TAXES (Notes 2 and 7) 11,994,000 11,934,000
------------ ------------
OTHER LONG-TERM LIABILITIES 31,000 --
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY (Notes 2 and 8):
Preferred stock, $1 par value, 1,000,000 shares authorized; none issued
and outstanding in 2000 and 1999
Common stock, $1 par value, 15,000,000 shares authorized; issued
10,013,544 shares in 2000 and 1999
10,014,000 10,014,000
Capital in excess of par value 9,029,000 9,029,000
Treasury stock, 2,037,556 and 1,486,823 shares in 2000 and 1999,
respectively, at cost (9,850,000) (7,748,000)
Retained earnings 17,112,000 15,888,000
Accumulated other comprehensive loss (4,877,000) (3,215,000)
------------ ------------
21,428,000 23,968,000
------------ ------------
$ 98,541,000 $ 90,527,000
============ ============
The accompanying notes to consolidated financial statements are an integral part of these balance sheets.
F-2
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1999
2000 1999 1998
----------- ----------- -----------
REVENUES (Notes 2, 9 and 10):
Oil and gas $ 7,875,000 $ 5,238,000 $ 4,759,000
Real estate 12,832,000 12,484,000 11,546,000
----------- ----------- -----------
Total revenues 20,707,000 17,722,000 16,305,000
----------- ----------- -----------
COSTS AND EXPENSES (Notes 4, 9 and 10):
Oil and gas production expenses 2,224,000 2,003,000 2,297,000
Real estate operating expenses 7,657,000 6,727,000 7,133,000
Depreciation and amortization 2,126,000 2,073,000 1,752,000
Depreciation, depletion and amortization of oil
and gas properties 1,138,000 1,513,000 2,367,000
Depreciation, depletion and amortization ceiling
charge (Note 2) -- -- 1,022,000
General and administrative 1,689,000 1,646,000 1,601,000
Total costs and expenses 14,834,000 13,962,000 16,172,000
----------- ----------- -----------
Income from operations 5,873,000 3,760,000 133,000
----------- ----------- -----------
GAIN ON SALES OF MARKETABLE SECURITIES -- 24,000 4,932,000
OTHER INCOME, net 423,000 984,000 636,000
INTEREST EXPENSE (Note 3) (4,419,000) (3,944,000) (3,937,000)
----------- ----------- -----------
Income before provision for income taxes 1,877,000 824,000 1,764,000
PROVISION FOR INCOME TAXES (Note 7) 653,000 210,000 757,000
----------- ----------- -----------
Net income $ 1,224,000 $ 614,000 $ 1,007,000
============ ============ ===========
BASIC AND DILUTED EARNINGS PER SHARE $ 0.15 $ 0.07 $ 0.11
============ ============ ===========
The accompanying notes to consolidated financial statements are an integral part of these statements.
F-3
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
DECEMBER 31, 2000, 1999 AND 1998
Preferred Stock Common Stock
--------------------- -------------------------- Capital
Shares Shares Excess of Par
Issued Amount Issued Amount Value
----------- --------- ------------ ------------ -------------
BALANCE, December 31, 1997 ................... -- $ -- $ 10,013,544 $ 10,014,000 $ 9,522,000
Comprehensive loss, year ended
December 31, 1998-
Net income ............................ -- -- -- -- --
Other comprehensive income-
Net translation adjustment,
current year ..................... -- -- -- -- --
Change in unrealized gain
on marketable securities,
net of income taxes of $97,000 ... -- -- -- -- --
Comprehensive loss ........................... -- -- -- -- --
Amortization of deferred compensation
(Note 6) ................................... -- -- -- -- (366,000)
Exercise of stock options (Note 6) ........... -- -- -- -- (10,000)
Purchase of treasury stock ................... -- -- -- -- --
----------- --------- ------------ ------------ -------------
BALANCE, December 31, 1998 ................... -- -- 10,013,544 10,014,000 9,146,000
Comprehensive income, year ended
December 31, 1999-
Net income ............................ -- -- -- -- --
Other comprehensive income-
Net translation adjustment ......... -- -- -- -- --
Change in unrealized loss
on marketable securities,
net of income tax benefit
of $224,000 ...................... -- -- -- -- --
Comprehensive income ......................... -- -- -- -- --
Amortization of deferred compensation (Note 6) -- -- -- -- (117,000)
Purchase of treasury stock ................... -- -- -- -- --
----------- --------- ------------ ------------ -------------
BALANCE, December 31, 1999 ................... -- -- 10,013,544 10,014,000 9,029,000
Comprehensive income, year ended
December 31, 2000-
Net income ............................ -- -- -- -- --
Other comprehensive income-
Net translation adjustment ......... -- -- -- -- --
Change in unrealized loss on
marketable securities,
net of income tax benefit
of $1,295,000 .................... -- -- -- -- --
Comprehensive loss ........................... -- -- -- -- --
Purchase of treasury stock ................... -- -- -- -- --
----------- --------- ------------ ------------ -------------
BALANCE, December 31, 2000 ................... -- -- $ 10,013,544 $ 10,014,000 $ 9,029,000
=========== ========= ============ ============ =============
Accumulated
Other Capital in
Treasury Comprehensive Retained Comprehensive
Stock Income (Loss) Earnings Income (Loss)
-------------- ------------- ------------ -------------
BALANCE, December 31, 1997 ................... $ (3,857,000) $ (1,209,000) $ 14,267,000 --
Comprehensive loss, year ended
December 31, 1998-
Net income ............................ -- -- 1,007,000 $ 1,007,000
Other comprehensive income-
Net translation adjustment,
current year ..................... -- (687,000) -- (687,000)
Change in unrealized gain
on marketable securities,
net of income taxes of $97,000 ... -- (1,501,000) -- (1,501,000)
----------
Comprehensive loss ........................... -- -- -- $(1,181,000)
===========
Amortization of deferred compensation
(Note 6) ................................... -- -- --
Exercise of stock options (Note 6) ........... 17,000 -- --
Purchase of treasury stock ................... (1,463,000) -- --
----------- ------------ ----------
BALANCE, December 31, 1998 ................... (5,303,000) (3,397,000) 15,274,000
Comprehensive income, year ended
December 31, 1999-
Net income ............................ -- -- 614,000 $ 614,000
Other comprehensive income-
Net translation adjustment ......... -- 574,000 -- 574,000
Change in unrealized loss
on marketable securities,
net of income tax benefit
of $224,000 ...................... -- (392,000) -- (392,000)
-----------
Comprehensive income ......................... -- -- -- $ 796,000
===========
Amortization of deferred compensation (Note 6) -- -- --
Purchase of treasury stock ................... (2,445,000) -- --
----------- ------------ ----------
BALANCE, December 31, 1999 ................... (7,748,000) (3,215,000) 15,888,000
----------- ------------ ----------
Comprehensive income, year ended
December 31, 2000-
Net income ............................ -- -- 1,224,000 $ 1,224,000
Other comprehensive income-
Net translation adjustment ......... -- (351,000) -- (351,000)
Change in unrealized loss on
marketable securities,
net of income tax benefit
of $1,295,000 .................... -- (1,311,000) -- (1,311,000)
-----------
Comprehensive loss ........................... -- -- -- $ (438,000)
===========
Purchase of treasury stock ................... (2,102,000) -- -- --
------------ ------------ ------------
BALANCE, December 31, 2000 ................... $ (9,850,000 $ (4,877,000) $ 17,112,000
============ ============ ============
The accompanying notes to consolidated financial statements are an integral part of these statements.
F-4
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
------------ ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................ $ 1,224,000 $ 614,000 $ 1,007,000
Adjustments to reconcile net income to net cash provided by
(used in) operating activities-
Depreciation, depletion and amortization ............ 3,264,000 3,586,000 5,141,000
Deferred income tax (benefit) provision ............. 60,000 (96,000) (204,000)
Adjustment of deferred and unearned
compensation in connection with
nonqualified stock option plan, net ............. -- (48,000) (105,000)
Gain on sales of marketable securities .................... -- (24,000) (4,932,000)
Gain on sales of real estate properties ................... (305,000) (701,000) --
Changes in operating assets and liabilities-
Decrease (increase) in accounts receivable ............. (1,055,000) 1,327,000 (1,454,000)
Decrease (increase) in income taxes receivable ......... 178,000 236,000 (746,000)
Decrease (increase) in prepaid expenses and
other current assets ................................ 86,000 33,000 (410,000)
Decrease in dividends payable .......................... -- -- (18,000)
Increase in other liabilities .......................... 31,000 -- --
Increase (decrease) in accounts payable, accrued
liabilities and taxes payable ....................... 137,000 298,000 (2,238,000)
------------ ----------- ------------
Net cash provided by (used in) operating
activities ................................ 3,620,000 5,225,000 (3,959,000)
------------ ----------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net ................................. (3,622,000) (3,687,000) (10,273,000)
Purchases of marketable securities ........................ (4,355,000) (1,338,000) (2,813,000)
Purchase mortgage notes ................................... (3,500,000) -- --
Proceeds from sales and redemptions of marketable
securities .............................................. 19,000 602,000 18,186,000
Proceeds from sales of real estate properties ............. 691,000 1,602,000 --
------------ ----------- ------------
Net cash (used in) provided by investing
activities ................................ (10,767,000) (2,821,000) 5,100,000
------------ ----------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt ............................ 14,125,000 1,000,000 12,179,000
Principal payments of long-term debt ...................... (4,199,000) (3,649,000) (12,823,000)
Purchase of treasury stock ................................ (2,102,000) (2,445,000) (1,463,000)
Loan payable to shareholder ............................... 400,000 -- --
Exercise of stock options ................................. -- -- 7,000
------------ ----------- ------------
Net cash provided by (used in) financing
activities ................................ 8,224,000 (5,094,000) (2,100,000)
------------ ----------- ------------
F-5
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
DECEMBER 31, 2000, 1999 AND 1998
2000 1999 1998
--------------- --------------- ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH $ (39,000) $ 133,000 $ (131,000)
--------------- --------------- ---------------
Net increase (decrease) in cash and
cash equivalents 1,038,000 (2,557,000) (1,090,000)
CASH AND CASH EQUIVALENTS, beginning of year 1,887,000 4,444,000 5,534,000
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS, end of year $ 2,925,000 $ 1,887,000 $ 4,444,000
=============== =================================
SUPPLEMENTAL DISCLOSURES TO THE
STATEMENTS OF CASH FLOWS:
Cash paid during the year for-
Interest $ 4,258,000 $ 3,727,000 $ 4,303,000
Income taxes, net 152,000 78,000 3,058,000
=============== =============== ===============
The accompanying notes to consolidated financial statements are an integral part of these statements.
F-6
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. 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. Oil and gas
operations in the United States are located in Arkansas, California, Kansas,
Nebraska, New Mexico, Ohio, Oklahoma, Pennsylvania, Texas, Utah, West Virginia
and Wyoming. In Canada, the Company conducts oil and gas operations in the
Provinces of Alberta, British Columbia and Saskatchewan. Crude oil and natural
gas production is 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, Georgia and Texas. The Company also maintains investments in
marketable securities, which are available-for-sale.
2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Significant accounting policies followed by the Company and its subsidiaries are
as follows-
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. Significant intercompany account balances and
transactions among subsidiaries have been eliminated in consolidation.
Use of Estimates
The preparation of these financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash And Cash Equivalents
The Company considers cash and cash equivalents to include deposits with banks
having a maturity of three months or less from date of purchase.
Marketable Securities, Available-for-Sale
As of December 31, 2000 and 1999, the marketable securities of the Company
consist primarily of equity securities, all of which are classified as
available-for-sale. These securities are carried at fair value based upon quoted
market prices. Unrealized gains and losses, representing differences between an
investment's cost and its fair value, are charged (credited) directly to
shareholders' equity, net of related income taxes, as a component of accumulated
comprehensive loss. The cost of securities sold is determined on a specific
identification basis.
Included in accounts receivable at December 31, 1998 is approximately $1.4
million due from the Company's broker, related to sales of marketable securities
in 1998 which settled in 1999.
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property And Equipment
Oil And Gas Properties
The Company follows the accounting policy, generally known in the oil industry
as "full cost accounting". Under full cost accounting, the Company capitalizes
all costs, including interest costs, relating to the exploration for and
development of its mineral resources. Under this method, all costs incurred in
the United States and Canada are accumulated in separate cost centers and are
amortized using the gross revenue method based on total future estimated
recoverable oil and gas reserves.
Capitalized costs are subject to a "ceiling" test that limits such costs to the
aggregate of the estimated present value of the future net revenues of proved
reserves and the lower of cost or fair value of unproved properties. Due to this
limitation, during 1998 the Company provided an additional charge for
depreciation, depletion and amortization of $1,022,000 as a result of
substantial declines in the prices received for oil and gas. This additional
charge is included in depreciation, depletion and amortization in the
accompanying consolidated statements of income. Management is of the opinion
that, based on reserve reports of petroleum engineers and geologists, the fair
value of the estimated recoverable oil and gas reserves exceeds the unamortized
cost of oil and gas properties at December 31, 2000 and 1999.
Real Estate And Other Properties
Real estate properties and other property and equipment are stated at cost.
Depreciation is provided on the straight-line method using an estimated useful
life of 30 to 35 years for real estate buildings and at various rates based upon
the estimated useful lives of the other property and equipment.
As of December 31, 2000 and 1999, real estate properties consist of land with an
aggregate cost of $15,146,000 and $14,760,000, buildings with an aggregate cost
of $38,786,000 and $38,157,000 and furniture and fixtures with an aggregate cost
of $7,470,000 and $6,685,000, respectively.
Impairment of Property and Equipment
The Company complies with Financial Accounting Standards Board (FASB) Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets" (SFAS 121) for their non oil and gas producing assets. As of
December 31, 2000 and 1999, the Company has determined that no impairment has
occurred in accordance with the measurement criteria prescribed by SFAS 121.
Revenue Recognition
Revenue from oil and gas properties is recognized at the time these products are
delivered to third party purchasers. Revenue from real estate properties is
recognized during the period in which the premises are occupied and rent is due
from the tenant. Because revenues from both oil and gas and real estate
operations are collected in a relatively short period, no allowance is required
for uncollectible accounts.
Income Taxes
The Company accounts for income taxes using Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires
an asset and liability approach for financial accounting and reporting for
income taxes and allows recognition and measurement of deferred tax assets based
upon the likelihood of realization of tax benefits in future years. Under the
asset and liability
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
approach, deferred taxes are provided for the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The primary
temporary differences are those related to tax over book depreciation,
depletion, and amortization and unrealized gains and losses on marketable
securities (see Note 7).
Foreign Operations
The assets and liabilities of the Company's Canadian subsidiary have been
translated at current exchange rates, and the related revenues and expenses have
been translated at average annual exchange rates. The aggregate effect of
translation losses are reflected as a component of accumulated other
comprehensive loss until the sale or liquidation of the underlying foreign
investment.
Unremitted earnings of the Canadian subsidiary are intended to be permanently
invested in Canada and are subject to foreign taxes substantially equivalent to
United States Federal income taxes. The unremitted earnings on which the Company
has not been required to provide Federal income taxes amounted to approximately
$17,613,000 and $15,658,000 at December 31, 2000 and 1999, respectively.
Accounting for Stock-Based Compensation
The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
123). As of December 31, 1999 and 1998, there were several stock option plans
subject to the provisions of SFAS 123.
Net Income Per Common Share
Basic earnings per share are calculated based on total weighted average number
of shares of common stock outstanding during the period and excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share gives effect to all potentially dilutive common shares that
were outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per
share-
2000 1999 1998
---------- ---------- ----------
Numerator-
Net income -
Basic and Diluted ........................ $1,224,000 $ 614,000 $1,007,000
---------- ---------- ----------
Denominator-
Weighted average common shares
outstanding - Basic ...................... 8,160,546 8,559,374 9,297,119
Incremental shares from assumed conversions of
stock options ............................ -- -- 47,628
---------- ---------- ----------
Weighted average common shares outstanding -
Diluted .................................. 8,160,546 8,559,374 9,344,747
---------- ---------- ----------
Basic earnings per share ........................ $ 0.15 $ .07 $ 0.11
Diluted earnings per share ...................... $ 0.15 $ .07 $ 0.11
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accumulated Other Comprehensive Income
Comprehensive income includes net income, unrealized gains or losses on
available-for-sale securities and foreign currency translation adjustments. The
Company has chosen to disclose Comprehensive Income in the Consolidated
Statements of Shareholders' Equity.
Changes in the components of Accumulated Other Comprehensive Income (Loss) for
the years 1998, 1999 and 2000 are as follows-
Unrealized Gains Cumulative Accumulated
(Losses) on Foreign Currency Other
Available-for-Sale Translation Comprehensive
Securities Adjustment Income (Loss)
-------------- -------------- --------------
Balance, December 31, 1997 $ 1,619,000 $ (2,828,000) $ (1,209,000)
Change for the year 1998 (1,501,000) (687,000) (2,188,000)
-------------- -------------- --------------
Balance, December 31, 1998 118,000 (3,515,000) (3,397,000)
Change for the year 1999 (392,000) 574,000 182,000
-------------- -------------- --------------
BALANCE, December 31, 1999 (274,000) (2,941,000) (3,215,000)
Change for the year 2000 (1,311,000) (351,000) (1,662,000)
-------------- -------------- --------------
$ (1,585,000) $ (3,292,000) $ (4,877,000)
============== ============== ==============
Reclassifications
Certain reclassifications have been made to the prior year's financial
information to conform to the current year presentation.
3. LONG-TERM DEBT
Long-term debt as of December 31 consists of the following-
2000 1999
----------- -----------
Mortgage notes payable (a) ....................... $22,496,000 $24,740,000
Mortgage notes payable (b) ....................... 17,062,000 17,226,000
Mortgage notes payable (c) ....................... 5,610,000 5,676,000
Mortgage note payable (d) ........................ 4,200,000 --
Note payable (e) ................................. 6,075,000 1,975,000
Revolving line of credit (f) ..................... 3,500,000 2,000,000
Revolving line of credit (g) ..................... 2,600,000 --
----------- -----------
61,543,000 51,617,000
Less- Current portion ............................ 14,842,000 4,682,000
----------- -----------
$46,701,000 $46,935,000
=========== ===========
(a) At December 31, 2000, the Company had mortgage notes payable to The Trust
Company of New Jersey (The Trust Company) totaling $22,496,000 payable in
monthly and quarterly installments, bearing interest at a weighted average
effective interest rate of 7.26%. These mortgage notes are secured by a
first mortgage interest in the Company's real estate properties and mature
at various dates through 2010.
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(b) The Company has two mortgage notes payable to Criimi Mae/Citicorp Real
Estate (Criimi Mae). The Criimi Mae notes at December 31, 2000 are payable
in monthly installments, bear interest at a rate of 7.48% and mature in
November 2007.
(c) In August 1999, Criimi Mae transferred servicing of two of the mortgage
notes payable, reflected in (b), to Orix Real Estate Capital Markets, LLC
(ORIX). The Orix notes are payable in monthly installments, bearing a
weighted average interest rate of 7.05% and mature in July 2028.
(d) In December 2000, the Company obtained a mortgage note payable for
$4,200,000 from Columbia Savings Bank. The mortgage note at December 31,
2000 is payable in monthly installments, bearing interest at a rate of
8.00%, which matures in January 2011 and is secured by the property.
(e) In 1999, the Company had an outstanding note payable for $1,975,000 to The
Trust Company. In August 2000, the Company renewed the note, bearing
interest at the prime lending rate (9.5% at December 31, 2000), which
matures in August 2001 and is secured by certain marketable securities.
In addition, in June 2000, the Company obtained a partially secured note
payable to The Trust Company for $2,100,000. This loan bears interest at the
prime lending rate of 9.5% at December 31, 2000 and matures in May 2001.
The Company also obtained a note payable for $2,000,000 in December 2000, to
The Trust Company. This loan bears interest at 6.5%, which matures in March
2001 and is secured by a certificate of deposit. The amount has been paid in
full subsequent to year-end.
(f) In 1999, the Company had an unsecured $2,000,000 revolving line of credit
from The Trust Company. In August 2000, the revolving line of credit was
renewed. This loan bears interest at the prime lending rate and matures in
August 2001. In addition, the Company obtained an unsecured line of credit
for $1,500,000 in December 2000, which bears interest at the prime lending
rate and matures in March 2001. The Company intends to extend this note to
June 2001.
(g) In June 2000, the Company obtained a revolving line of credit from the
Provident Savings Bank for 2,600,000 all of which was outstanding at
December 31, 2000. This loan bears interest at the prime lending rate of
9.5% at December 31, 2000 and matures in June 2001.
The aggregate maturities of the long-term debt in each of the five years
subsequent to 2000 and thereafter are-
2001 $14,842,000
2002 602,000
2003 3,357,000
2004 10,210,000
2005 603,000
Thereafter 31,929,000
-----------
$61,543,000
===========
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. MORTGAGE NOTES RECEIVABLE
During June 2000, the Company acquired mortgage notes receivable secured by
underlying property from The Trust Company for a fair value price of $3,500,000.
This transaction was financed in part with the $2,100,000 note payable discussed
in Note 3 (e) above.
5. LOAN PAYABLE TO SHAREHOLDER
During 2000, a shareholder loaned the Company $900,000, payable on demand at the
prime interest rate. At December 31, 2000, $400,000 was outstanding under this
loan.
6. STOCK OPTIONS
Under various stock option plans adopted prior to 1995, stock options to
purchase an aggregate of 114,555 shares of common stock were outstanding to
officers, key consultants and employees at December 31, 2000. No additional
options may be granted under these plans.
In June 1995, the Company adopted two new stock-based compensation plans (1995
Stock Option and Incentive Plan "Incentive Plan"; and 1995 Non-employee Director
Stock Option Plan "Director Plan") under which, up to 450,000 and 150,000
shares, respectively, are available for grant. During 1999, the Company granted
5,000 options, to purchase common stock under the Director Plan. No options were
granted under either plan during 2000. At December 31, 2000, 3,090 and 82,100
options were outstanding under the Incentive Plan and Director Plan,
respectively.
The number and terms of the options granted under these plans are determined by
the Company's Stock Option Committee (the Committee) based on the fair market
value of the Company's common stock on the date of grant. The period during
which an option may be exercised varies, but no option may be exercised after
ten years from the date of grant.
The Company has adopted the disclosure-only provisions of SFAS 123. As permitted
by the statement, the Company has chosen to continue to account for stock-based
compensation using the intrinsic value method. Accordingly, no compensation
expense has been recognized for its stock-based compensation plans. Had the fair
value method of accounting been applied to the Company's stock option plans,
which requires recognition of compensation cost ratably over the vesting period
of the underlying equity instruments, net income would have been reduced by
$6,000 with no per share effect in 2000, $49,000 with no per share effect in
1999 and $52,000 with $.01 per share effect in 1998. This pro forma impact only
takes into account options granted since January 1, 1995 and is likely to
increase in future years as additional options are granted and amortized ratably
over the vesting period. The average fair value of options granted during 1999
and 1998 was $2.09 and $3.14 per share, respectively.
The fair value was estimated using the Black-Scholes option-pricing model based
on the weighted average market price at grant date of $3.94 per share in 1999
and $6.00 per share in 1998 and the following weighted average assumptions;
risk-free interest rate of 6.19% for 1999 and 5.78% for 1998, volatility of
25.94% for 1999 and 26.07% for 1998, and no dividend yield for 1999 and 1998.
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes stock option activity for 2000 and 1999-
2000 1999
----------------------- -------------------------
Price Price
Shares Low-High Shares Low-High
----------------------- -------------------------
Options outstanding at beginning of
year .................................. 199,745 $1.00-6.71 419,067 $1.00-6.71
Options granted ......................... -- -- 5,000 3.94
Options exercised ....................... -- -- -- --
Options terminated and expired .......... (25,373) 3.87-5.53 (224,322) 4.31
------- ---------- -------- ----------
Options outstanding at end of year (a) .. 174,372 $1.00-6.71 199,745 $1.00-6.71
------- ---------- -------- ----------
Options exercisable at end of year ...... 160,162 $1.00-6.71 168,497 $1.00-6.71
======= ========== ======= ==========
(a) At December 31, 2000, options outstanding include options ($1.00 to
$6.71 per share) granted to certain employees and key consultants
whereby the initial option price as determined by the Committee is
subject to reduction (to a minimum of $1.00) by an amount equal to the
increase in market value from the date of grant. Included in these
options are options with attached stock appreciation rights, pursuant to
which the Company may elect to grant cash, stock or a combination of
cash and stock in lieu of the stock appreciation value. Additional
compensation attributable to these options is charged to income or
capitalized as exploration and development costs over calculated periods
of employment based on the duties performed by the individuals awarded
the options. During 2000, 1999 and 1998, $0, $69,000, and $105,000
respectively, was charged to operations, and $0, $48,000 and $261,000,
respectively, was charged to oil and gas properties relating to such
options.
As of December 31, 2000 and 1999, included in accrued liabilities is
$31,000 and $264,000 payable to certain individuals for stock
appreciation rights. These amounts are currently payable under certain
conditions.
7. INCOME TAXES
Provision (benefit) for income taxes consist of the following-
2000 1999 1998
--------- --------- ---------
Federal-
Current ............ $(164,000) $ 251,000 $ 900,000
Deferred ........... 84,000 (350,000) (377,000)
--------- --------- ---------
(80,000) (99,000) 523,000
--------- --------- ---------
Foreign-
Current ............ 767,000 63,000 42,000
Deferred ........... (24,000) 254,000 173,000
--------- --------- ---------
743,000 317,000 215,000
--------- --------- ---------
State ................. (10,000) (8,000) 19,000
--------- --------- ---------
Total ....... $ 653,000 $ 210,000 $ 757,000
========= ========= =========
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of the differences between the effective tax rate and the
statutory U. S. income tax rate is as follows-
2000 1999 1998
---------- ------------ ---------
Federal income tax provision at
statutory rate .......................... $ 638,000 $ 280,000 $ 600,000
State income tax provision (benefit) net of
Federal benefit ........................ (7,000) (5,000) 13,000
Impact of foreign operations .............. 109,000 (20,000) (176,000)
Dividend exclusion ........................ (87,000) (45,000) (90,000)
Provision for Internal Revenue Service
review (Note 8) ......................... -- -- 410,000
$ 653,000 $ 210,000 $ 757,000
--------- --------- ---------
Effective tax rate ........................ 34.8% 25.5% 42.9%
========= ========= =========
Significant components of deferred tax liabilities as of December 31, 1999 and
1998 were as follows-
2000 1999
----------- -----------
Tax over book depreciation, depletion and amortization-
Oil and gas and real estate properties -- U. S ..... $ 7,575,000 $ 7,491,000
Oil and gas properties -- Canada ................... 4,419,000 4,443,000
Unrealized (loss) gain on marketable securities ....... (1,295,000) (224,000)
----------- -----------
Net deferred tax liabilities ................ 10,699,000 11,710,000
Deferred tax assets reclassified to current ........... 1,295,000 224,000
----------- -----------
Noncurrent deferred tax liability ........... $11,994,000 $11,934,000
=========== ===========
8. COMMITMENTS AND CONTINGENCIES
During 1998, Federal income tax returns of the Company and its subsidiaries for
the years 1994 through 1996 were under review by the IRS. During 1998, the
Company received a notice of assessment from the IRS and completed full
settlement of this Federal tax liability of $430,000, including accrued
interest.
The Company's income tax returns for the State of Arizona are currently under
review by the local tax authorities for the years 1993 through 1998. The Company
believes that final settlement of its state tax liability for those years will
not have a material impact on its consolidated financial position or results of
operations.
In June 1996 the Company's Board of Directors adopted the Stockholder Protection
Rights Plan (the Rights Plan). The Rights Plan provides for issuance of one
Right for each share of common stock outstanding as of July 6, 1996. The Rights
are separable from and exercisable upon the occurrence of certain triggering
events involving the acquisition of at least 15% (or, in the case of certain
existing stockholders, 25%) of the Company's common stock by an individual or
group, as defined in the Rights Plan (an Acquiring Person) and may be redeemed
by the Board of Directors at a redemption price of $0.01 per Right at any time
prior to the announcement by the Company that a person or group has become an
Acquiring Person.
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2000 and 1999, $7,975,988 and $8,526,621, respectively,
Rights were outstanding. Each Right entitles the holder to purchase, for an
exercise price of $25, one one-hundredth of a share of Series A Participating
Preferred Stock. Each one one-hundredth share of Series A Participating
Preferred Stock is designed to have economic terms similar to those of one share
of common stock but will have one one-hundredth of a vote. Because the Rights
are only exercisable under certain conditions, none of which were in effect as
of December 31, 2000 and 1999, the outstanding Rights are not considered in the
computation of basic and diluted earnings per share.
The Company does not have significant lease commitments or post retirement
benefits.
9. 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, Utah, West
Virginia 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 consist 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.
The following segment data is presented based on the Company's internal
management reporting system-
2000 1999 1998
----------- ------------ ---------------
Gross revenues-
Oil and gas-United States $ 4,474,000 $ 3,071,000 $ 2,964,000
Oil and gas-Canada ...... 3,401,000 2,167,000 1,795,000
Real estate ............. 12,832,000 12,484,000 11,546,000
----------- ------------ ---------------
$20,707,000 $ 17,722,000 $ 16,305,000
=========== ============ ===============
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2000 1999 1998
--------------- --------------- ---------------
Income (loss) from operations-
Oil and gas-United States (a) ................ $ 826,000 $ (680,000) $ (3,011,000)
Oil and gas-Canada (a) ....................... 2,222,000 953,000 707,000
Real estate (a) .............................. 3,181,000 3,684,000 2,684,000
Corporate (a) ................................ (356,000) (197,000) (247,000)
--------------- --------------- ---------------
$ 5,873,000 $ 3,760,000 $ 133,000
=============== =============== ===============
Depreciation, depletion and amortization-
Oil and gas-United States .................... $ 928,000 $ 1,160,000 $ 3,062,000
Oil and gas-Canada ........................... 192,000 332,000 327,000
Real estate .................................. 2,126,000 2,073,000 1,729,000
Corporate .................................... 18,000 21,000 23,000
--------------- --------------- ---------------
$ 3,264,000 $ 3,586,000 $ 5,141,000
=============== =============== ===============
Identifiable assets-
Oil and gas-United States .................... $ 16,400,000 $ 16,418,000 $ 16,920,000
Oil and gas-Canada ........................... 14,964,000 14,334,000 12,727,000
Real estate .................................. 36,698,000 40,367,000 54,354,000
Corporate .................................... 30,479,000 19,408,000 10,600,000
--------------- --------------- ---------------
$ 98,541,000 $ 90,527,000 $ 94,601,000
=============== =============== ===============
Capital expenditures-
Oil and gas-United States .................... $ 864,000 $ 821,000 $ 1,510,000
Oil and gas-Canada ........................... 921,000 1,136,000 1,160,000
Real estate .................................. 2,186,000 1,870,000 7,809,000
Corporate .................................... 27,000 6,000 21,000
--------------- --------------- ---------------
$ 3,998,000 $ 3,833,000 $ 10,500,000
=============== =============== ===============
(a) Represents revenues less all operating costs, including depreciation,
depletion and amortization.
10. GEOGRAPHIC INFORMATION
----------------------
The following is a description by geographic location-
2000 1999 1998
----------- --------------- --------------
Gross revenues-
United States ..... $17,306,000 $ 15,555,000 $ 14,510,000
Canada ............ 3,401,000 2,167,000 1,795,000
----------- --------------- --------------
$20,707,000 $ 17,722,000 $ 16,305,000
=========== =============== ==============
Financial Accounting Standards Board Statement No. 69 Disclosures
The following disclosures are those required to be made by publicly
traded enterprises under Financial Accounting Standards Board Statement No. 69,
Disclosures About Oil and Gas Producing Activities.
The SEC defines proved oil and gas reserves as those estimated
quantities of crude oil, natural gas and natural gas liquids which geological
and engineering data demonstrate with reasonable certainty to be recoverable in
future years from known reservoirs under existing economic and operating
conditions. Proved developed oil and gas reserves are those that can be
recovered through existing wells with existing equipment and operating methods.
23
Estimated quantities of proved oil and gas reserves are as follows:
Disclosures of Oil and Gas Producing Activities as
Required by Financial Accounting Standards
Board Statement No. 69
(000's Omitted)
Crude Oil, Condensate and Natural Gas Liquids
---------------------------------------------
(Barrels)
----------------------------------------------------------------------
United States Canada
------------------------------- -------------------------------
2000 1999 1998 2000 1999 1998
----- ----- ----- ---- ----- -----
Proved Reserves-Beginning of Year 1,428 1,412 1,405 939 1,153 1,194
Revisions of previous estimates . (98) 84 60 (34) (168) 12
Sale of minerals in place ....... -0- -0- -0- -0- -0- -0-
Extensions and discoveries ...... -0- -0- 35 -0- -0- -0-
Production ...................... (62) (68) (88) (35) (46) (53)
----- ----- ----- ---- ----- -----
Proved Reserves-End of Year ..... 1,268 1,428 1,412 870 939 1,153
----- ----- ----- ---- ----- -----
Proved Developed Reserves- ...... 447 430 423 615 755 834
----- ----- ----- ---- ----- -----
Beginning of Year
End of Year .............. 482 447 430 552 615 755
===== ===== ===== ==== ===== =====
Natural Gas
-----------
(MCF)
-----
United States Canada
------------------------- ---------------------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ----
Proved Reserves-Beginning of Year ........... 8,791 6,315 6,731 36,578 39,029 33,629
Revisions of previous estimates ............. 1,728 3,524 610 (6,948) (1,530) (6,037)
Sale of minerals in place ................... -0- -0- -0- -0- -0- -0-
Extensions and discoveries .................. 30 -0- 13 103 -- 12,458
Production .................................. (957) (1,048) (1,039) (833) (921) (1,021)
----- ----- ----- ------ ------ ------
Proved Reserves-End of Year ................. 9,592 8,791 6,315 28,900 36,578 39,029
----- ----- ----- ------ ------ ------
Proved Developed Reserves-
Beginning of Year ........................... 8,791 6,315 6,731 30,419 32,799 31,378
----- ----- ----- ------ ------ ------
End of Year ................................. 9,592 8,791 6,315 23,075 30,419 32,799
===== ===== ===== ====== ====== ======
24
Standardized Measure of Discounted Future Net Cash Flows
Related to Proved Oil and Gas Reserves
For The Years Ended December 31
(000's Omitted)
United States Canada
------------------------ ------------------------
2000 1999 2000 1999
---- ---- ---- ----
Future cash flows ............................. $ 78,112 $ 48,707 $310,836 $104,691
Future costs:
Production ................................. 23,262 13,504 16,639 20,123
Development, dismantlement
& abandonment .............................. 1,763 1,603 1,859 2,201
Total Future Costs ............................ 25,025 15,107 18,498 $ 22,324
-------- -------- -------- --------
Future net inflows-Before
income tax ............................... $ 53,087 $ 33,600 $292,338 $ 82,367
Future income taxes ........................... 14,066 8,940 97,640 35,624
-------- -------- -------- --------
Future net cash flows ......................... $ 39,021 $ 24,660 $194,698 $ 46,743
10% Discount factor ........................... 20,852 9,895 117,612 27,999
-------- -------- -------- --------
Standardized measure of
discounted future net
cash flows ........................... $ 18,169 $ 14,765 $ 77,086 $ 18,744
-------- -------- -------- --------
Estimated future cash inflows are computed by applying year-end prices of
oil and gas to year-end quantities of proved reserves. Future price changes are
considered only to the extent provided by contractual arrangements. Estimated
future development and production costs are determined by estimating the
expenditures to be incurred in developing and producing the proved oil and gas
reserves at the end of the year, based on year-end costs and assuming
continuation of existing economic conditions. Estimated future income tax
expenses are calculated by applying year-end statutory tax rates (adjusted for
permanent differences and tax credits) to estimated future pretax net cash flows
related to proved oil and gas reserves, less the tax basis of the properties
involved.
These estimates are furnished and calculated in accordance with
requirements of the Financial Accounting Standards Board and the SEC. Due to
unpredictable variances in expenses and capital forecasts, crude oil and natural
gas price changes and the fact that the basis for such estimates vary
significantly, management believes the usefulness of these projections is
limited. Estimates of future net cash flows do not represent management's
assessment of future profitability or future cash flow to the Company.
Management's investment and operating decisions are based upon reserve estimates
that include proved reserves prescribed by the SEC as well as probable reserves,
and upon different price and cost assumptions from those used here. It should be
recognized that applying current costs and prices at a 10 percent standard
discount rate allows for comparability but does not convey absolute value. The
discounted amounts arrived at are only one measure of financial quantification
of proved reserves.
25
There were no oil and gas estimates filed with or included in reports to
any other federal or foreign governmental authority or agency within the last
twelve months.
Reserves in the United States were estimated by Ramsey Engineering Inc. and
the Company. Reserves in Canada were estimated by Citidal Engineering, Ltd.
"Total Costs Both Capitalized and Expensed, Incurred in Oil and Gas
Producing Activities" (including capitalized interest), "Cost Incurred in
Property Acquisition, Exploration and Development Activities" and "Results of
Operations from Oil and Gas Producing Activities" during the three years ended
December 31, 2000, 1999 and 1998 are included in Note 9 of the Notes to
Consolidated Financial Statements, presented elsewhere herein.
The standardized measure of discounted estimated future net cash flows and
changes therein related to proved oil and gas reserves is as follows:
Changes in Standardized Measure of
Discounted Future Net Cash Flow from Proved Reserve Quantities
(000's Omitted)
2000 1999 1998
--------- --------- ---------
Standardized Measure - ............... $ 35,509 $ 26,539 $ 29,224
Beginning of Year
Sales and transfers - Net
of Production Costs ............. (7,848) (3,018) (2,785)
Extensions and discoveries ........... 512 -- 6,116
Net change in sales price ............ 118,760 16,513 (3,917)
Revision of quantity estimates ....... (23,308) (1,879) (2,831)
Proceeds from sales of
Minerals in Place ............. -0- -0- -0-
Accretion of discount ................ 5,516 3,186 2,730
Net change in income taxes ........... (26,929) (7,723) (357)
Change in production rates-
Other ........................... (6,957) (109) (1,641)
--------- --------- ---------
Standardized measure -
End of year ..................... $ 95,255 $ 33,509 $ 26,539
--------- --------- ---------
26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
Information required under this Item with respect to Directors is
incorporated by reference from the Company's Definitive Proxy Statement for the
2001 Annual Meeting of Shareholders.
Information regarding executive officers is found in Part I, Item 1 (a)
ITEM 11. EXECUTIVE COMPENSATION
Information required under this Item is incorporated by reference from the
Company's Definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required under this Item is incorporated by reference from the
Company's Definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required under this Item is incorporated by reference from the
Company's Definitive Proxy Statement for the 2001 Annual Meeting of
Shareholders.
27
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT, SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The Financial statements filed as part of this report are listed
on the Index to Consolidated Financial Statements on page F-1.
(a) 2. FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are not required,
inapplicable or the information is otherwise shown in the
financial statements or notes thereto.
(a) 3. EXHIBITS
Exhibit
Number Description
----- -----------
3.1 Restated Certificate of Incorporation of Wilshire Oil Company
of Texas, as amended. (Incorporated by reference to Exhibit
3.1 of Item 14 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992).
3.2 Amended By-Laws, as of June 11, 1998, of Wilshire Oil Company
of Texas (Incorporated by reference to Exhibit 3 of the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998).
4.1 Stockholder Protection Rights Agreement, dated as of June 21,
1996, between Wilshire Oil Company of Texas and Continental
Stock Transfer &Trust Company, as Rights Agent (Incorporated
by reference to Exhibit 1 to the Company's current report on
Form 8-K dated June 21, 1996).
4.2 Multifamily Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing between a subsidiary of Wilshire
Oil Company of Texas and Criimi Mae, Inc. dated October 28,
1998. (Incorporated by reference to Item 14 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998).
4.3 Multifamily Promissory Note given by a subsidiary of Wilshire
Oil Company Of Texas to Criimi Mae, Inc. dated October 28,
1997. (Incorporated by reference to Item 14 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998).
4.4 Multifamily Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing between a subsidiary of Wilshire
Oil Company of Texas and Criimi Mae, Inc. dated October 28,
1998. (Incorporated by reference to Item 14 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998).
28
4.5 Multifamily Promissory Note given by a subsidiary of Wilshire
Oil Company Of Texas to Criimi Mae, Inc. dated October 28,
1997. (Incorporated by reference to Item 14 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998).
10.1 General Assignments and Assignments of Leases dated March 31,
1992 with respect to the purchase of income producing real
estate properties (Incorporated by reference to Exhibit 1 and
2 of Form 8 dated December 9, 1992, filed with the
Commission).
10.2 General Assignments, Assignments of Leases, and Escrow
Agreements and Early Possession Agreements with respect to the
purchase of four income producing real estate properties,
(Incorporated by reference to Exhibits 1 (a) through 4(c) on
the Company's Form 8-K dated December 31, 1992 filed with the
Commission).
10.3 Wilshire Oil Company of Texas 1980 Stock Option Plan.
(Incorporated by reference to Exhibit 10.4 of Item 14 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992).
10.4 Wilshire Oil Company of Texas 1984 Stock Option Plan.
(Incorporated by reference to Exhibit 10.5 of Item 14 of the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992).
10.5 Wilshire Oil Company of Texas 1995 Stock Option and Incentive
Plan. (Incorporated by reference to Exhibit A of the
Registrant's Definitive Proxy Statement for its 1995 Annual
Meeting of Stockholders).
10.6 Wilshire Oil Company of Texas 1995 Non-Employee Director Stock
Option Plan. ( Incorporated by reference to Exhibit B of the
Registrant's Definitive Proxy Statement for its 1995 Annual
Meeting of Stockholders).
11. Computation of Earnings Per Share
21. List of significant subsidiaries of the Registrant
23. Consent of Arthur Andersen LLP
27. Financial Data Schedule
29
S I G N A T U R E S
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused the report to be signed on
its behalf by the undersigned thereunto duly authorized.
WILSHIRE OIL COMPANY OF TEXAS
-----------------------------
(Registrant)
Directors:
By:
/s/ S. WILZIG IZAK
-----------------------------------
S. Wilzig Izak, Director
By:
/s/ WILLIAM SCHWARTZ, M.D.
-------------------------
William Schwartz, M.D., Director
By:
/s/ MILTON DONNENBERG
-----------------------------------
Milton Donnenberg, Director
By:
/s/ ERNEST WACHTEL
-----------------------------------
Ernest Wachtel, Director
Officers:
By:
/s/ S. WILZIG IZAK
-----------------------------------
S. Wilzig Izak
Chairman of the Board and Chief
Executive Officer
(Duly Authorized Officer and
Chief Financial Officer)
Date: March 30, 2001