UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 30, 2004
Date of Report (Date of earliest event reported)
WILSHIRE ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-4673 84-0513668
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
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
ITEM 5. Other Events and Regulation FD Disclosure
As previously reported in its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004, the Company recently disposed of certain material
assets.
On April 8, 2004 the Company announced that it had consummated the
sale of its Canadian oil and gas business to Addison Energy Inc., a wholly owned
subsidiary of Exco Resources, Inc. for $15 million in gross proceeds. On April
23, 2004 the Company announced that it had consummated the sale of its United
States oil and gas business to Crow Creek Energy LLC, a Tulsa, Oklahoma based
privately held portfolio company of Natural Gas Partners of Dallas, Texas, for
$13.3 million in gross proceeds of which $600,000 has been placed in escrow to
allow for any potential post closing adjustments.
On March 30, 2004 the Company consummated the sale of eleven real
estate properties in New Jersey for gross proceeds of $11 million and a net book
gain, after taxes, of approximately $3.0 million.
This Form 8-K is being filed to provide certain additional pro forma
financial information with respect to such dispositions.
ITEM 7. Financial Statements and Exhibits
b. Pro Forma financial information.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 27, 2004 WILSHIRE ENTERPRISES, INC.
(Registrant)
By: /s/ Philip G. Kupperman.
------------------------
Philip G. Kupperman.
President and
Chief Financial Officer
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UNAUDITED PRO FORMA FINANCIAL STATEMENTS
INTRODUCTION
The unaudited pro forma condensed statements of operations reflect the
historical consolidated statements of operations of the Company as if the
dispositions of the Company's Canadian and United States oil and gas business
and the eleven properties in New Jersey had been consummated in the periods
presented.
The Pro Forma Unaudited Consolidated Balance Sheet reflects the
historical consolidated balance sheet of the Company, giving effect to the
dispositions of the Canadian and United States oil and gas business as if it had
been consummated on March 31, 2004. The sale of the New Jersey properties was
consummated in March 2004 and the effect of that sale was included in the
Company's historic March 31, 2004 balance sheet.
The Pro Forma Unaudited Consolidated Statement of Income for the period
ended December 31, 2003 reflects the income for the period giving effect as if
both the dispositions of the Canadian and United States oil and gas business and
the sale of the New Jersey properties had been consummated as of December 31,
2003.
The Pro Forma Unaudited Consolidated Statement of Income for the period
ended March 31, 2004 reflects the income for the period giving effect as if the
dispositions of the Canadian and United States oil and gas business had been
consummated as of March 31, 2004. The sale of the New Jersey properties was
consummated in March 2004 and the effect of that sale was already included in
the Consolidated Statement of Income as of March 31, 2004.
You should read this information in conjunction with the:
o Accompanying notes to the unaudited pro forma condensed financial
statements;
o Historical financial statements of the Company as of and for the
year ended December 31, 2003 included in the Company's Annual Report
on Form 10-K for such year.
o Historical unaudited financial statements of the Company as of and
for the three months ended March 31, 2004 included in the Company's
Quarterly Report on Form 10-K for such quarter.
The unaudited pro forma condensed financial information is presented
for informational purposes only. The pro forma information is not necessarily
indicative of what the financial position or results of operations of the
Company would have actually been had the dispositions occurred on March 31, 2004
or December 31, 2003. In addition, the unaudited pro forma condensed financial
information does not purport to project the future financial position or results
of operations of the Company.
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WILSHIRE ENTERPRISES, INC.
PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2004
ASSETS
Pro Forma Pro Forma
As Reported Adjustments Balances
CURRENT ASSETS
Cash and cash equivalents $ 11,489,000 26,164,234 [a] $ 37,653,234
Restricted cash 184,000 600,000 [a] 784,000
Marketable securities, available-for-sale, at fair value 2,070,000 2,070,000
Accounts receivable net of allowances of $65,000 1,357,000 1,357,000
Prepaid expenses and other current assets 2,057,000 2,057,000
------------------- -------------------
Total current assets 17,157,000 43,921,234
------------------- -------------------
NONCURRENT ASSETS
Mortgage notes receivable 1,850,000 1,850,000
Other noncurrent 865,000 865,000
PROPERTY AND EQUIPMENT -
Oil and gas properties - Held for sale 143,298,000 (143,298,000) [b] -
Real estate properties 54,414,000 54,414,000
Real estate properties- Held for sale 9,456,000 (9,800) [b] 9,446,200
------------------- -------------------
207,168,000 63,860,200
Less:
Accumulated depreciation and amortization 15,246,000 15,246,000
Accumulated depreciation and amortization -
Property held for sale 117,207,000 (116,735,308) [b] 471,692
------------------- -------------------
74,715,000 48,142,508
------------------- -------------------
TOTAL ASSETS $ 94,587,000 $ 94,778,742
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 737,000 737,000
Accounts payable 1,921,000 1,921,000
Income taxes payable 1,134,000 1,134,000
Deferred income taxes 10,522,000 (174,000) [c] 10,348,000
Accrued liabilities 1,721,000 (243,258) [d] 1,477,742
Deferred income 570,000 570,000
Current liabilities associated with
discontinued operations 1,771,000 (1,411,000) [e] 360,000
-------------------
Total current liabilities 18,376,000 16,547,742
NONCURRENT LIABILITIES
Long-term debt, less current portion 47,247,000 47,247,000
Deferred income taxes 1,402,000 1,402,000
Deferred income 655,000 655,000
Other long-term liabilities 224,000 224,000
------------------- -------------------
Total liabilities 67,904,000 66,075,742
------------------- -------------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $1 par value, 1,000,000 shares
authorized; none issued and outstanding - -
Common stock, $1 par value, 15,000,000 shares -
authorized; issued 10,013,544 shares 10,014,000 10,014,000
Capital in excess of par value 9,029,000 9,029,000
Treasury stock 2,210,713 (10,355,000) (10,355,000)
Retained Earnings 19,866,000 19,866,000
Accumulated other comprehensive loss (1,871,000) 2,020,000 [f] 149,000
------------------- -------------------
Total shareholders' equity 26,683,000 28,703,000
------------------- -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 94,587,000.00 $ 94,778,742
=================== ===================
[a] Record total proceeds received from sale of US and Canadian oil and gas
properties; $600,000 held in escrow pending potential US post-closing
adjustments
[b] To reflect sale of oil and gas properties
[c] Reduction in taxes resulting from $400,000 purchase price adjustment at
closing
[d] Reduction primarily due to liabilities assumed by purchaser
[e] Canadian revolver demand loan paid off at closing
[f] Cumulative Foreign Currency Translation Adjustment recognized upon sale
WILSHIRE ENTERPRISES, INC.
PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF INCOME
For the twelve months ended December 31, 2003
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ---------------
Revenues
Real estate $ 12,137,000 $ 12,137,000
-------------- --------------
Total revenues 12,137,000 12,137,000
-------------- --------------
Cost and Expenses
Real estate operating expenses 7,303,000 7,303,000
Depreciation and amortization 2,443,000 2,443,000
General and administrative 2,283,000 2,283,000
-------------- --------------
Total costs and expenses 12,029,000 12,029,000
-------------- --------------
Income from Operations 108,000 108,000
Other Income
Dividend and interest income 743,000 743,000
Gain on sale of securities 2,621,000 2,621,000
Insurance proceeds 1,000,000 1,000,000
Other Income (expense) 183,000 183,000
Interest Expense -3,955,000 -3,955,000
-------------- --------------
Income (loss) before provision for income taxes 700,000 700,000
Provision (Benefit) for Income Taxes -208,000 -208,000
-------------- --------------
Net Income (loss) from Continuing Operations 908,000 908,000
Discontinued Operations - Real Estate, Net of Taxes
Loss from operations -200,000 -200,000
Gain from sales 1,097,000 3,036,000 [a] 4,133,000
Discontinued Operations - Oil & Gas, Net of Taxes -3,178,000 (564,000) [b] -3,742,000
-------------- --------------
Net Income ($1,373,000) $ 1,099,000
============== ==============
Basic earnings per share:
Earnings (loss) from continuing operations $0.12 $0.12
Earnings from discontinued operations -0.29 0.02
--------------- ---------------
Net earnings applicable to common stockholders ($0.17) $0.14
============== ===============
Diluted earnings per share:
Earnings (loss) from continuing operations $0.12 $0.12
Earnings from discontinued operations -0.29 0.02
-------------- ---------------
Net earnings applicable to common stockholders ($0.17) $0.14
============== ===============
[a] To reflect gain on sale of eleven real estate properties that closed on
March 31, 2004
[b] To record excess carrying value of oil and gas properties due mostly from a
negative change in the Cumulative Foreign Currency Translation Adjustment
and a subsequent purchase price adjustment from the original estimated sales
price.
WILSHIRE ENTERPRISES, INC.
PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF INCOME
For the three months ended March 31, 2004
Pro Forma Pro Forma
As Reported Adjustments Balance
--------------- ---------------
Revenues
Real estate $ 3,037,000 $ 3,037,000
--------------- ---------------
Total revenues 3,037,000 3,037,000
--------------- ---------------
Cost and Expenses
Real estate operating expenses 1,763,000 1,763,000
Depreciation and amortization 542,000 542,000
General and administrative 329,000 329,000
--------------- ---------------
Total costs and expenses 2,634,000 2,634,000
--------------- ---------------
Income from Operations 403,000 403,000
Other Income
Dividend and interest income 194,000 194,000
Other Income (expense) 53,000 53,000
Interest Expense -763,000 -763,000
--------------- ---------------
Income (loss) before provision for income taxes -113,000 -113,000
Provision (Benefit) for Income Taxes -54,000 -54,000
--------------- ---------------
Net Income (loss) from Continuing Operations -59,000 -59,000
Discontinued Operations - Real Estate, Net of Taxes
Loss from operations -121,000 -121,000
Gain from sales 3,036,000 3,036,000
Discontinued Operations - Oil & Gas, Net of Taxes -257,000 -257,000
--------------- ---------------
Net Income $ 2,599,000 $ 2,599,000
=============== ===============
Basic earnings per share:
Earnings (loss) from continuing operations ($0.01) ($0.01)
Earnings from discontinued operations 0.34 0.34
--------------- ---------------
Net earnings applicable to common stockholders $0.33 $0.33
=============== ===============
Diluted earnings per share:
Earnings (loss) from continuing operations $(0.01) $(0.01)
Earnings from discontinued operations 0.34 0.34
--------------- ---------------
Net earnings applicable to common stockholders $0.33 $0.33
=============== ===============