<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended 0-8254
December 31, 1995 Commission File Number
WESTFORD GROUP, INC
(Exact name of registrant as specified in its charter)
Ohio 31-0854431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 East Broad Street, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (614) 228-2800
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class)
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 twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
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. [ X ]
Due to the absence of a significant trading market in the Registrant's Common
Shares, the Registrant does not have reliable information on the aggregate
market value of its voting stock held by non-affiliates.
As of February 17, 1995, the Registrant had 1,321,226 Common Shares, without par
value, outstanding.
<PAGE> 2
WESTFORD GROUP, INC. AND SUBSIDIARY
1995 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
PART I
<S> <C> <C>
Item 1. Business ................................................................................... 3
Item 2. Properties ................................................................................. 4
Item 3. Legal Proceedings .......................................................................... 4
Item 4. Submission of Matters to a Vote of Security Holders ......................................... 4
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters ................................................................. 5
Item 6. Selected Financial Data ..................................................................... 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation ...................................................... 6
Item 8. Financial Statements and Supplementary Data ................................................. 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure .................................................... 23
PART III
Item 10. Directors and Executive Officers of the Registrant ......................................... 24
Item 11. Executive Compensation ..................................................................... 24
Item 12. Security Ownership of Certain Beneficial Owners and
Management ............................................................................. 25
Item 13. Certain Relationships and Related Transactions ............................................. 26
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K ............................................................................... 26
</TABLE>
<PAGE> 3
PART I
Item 1. Business
The Registrant (which term unless otherwise indicated, includes the Registrant
and its subsidiary) was incorporated in Ohio in 1972 and was a bank holding
company prior to August 15, 1978. Effective as of that date, the Registrant sold
all of its controlling interest in the Community National Bank of Mt. Gilead,
Ohio ("Mt. Gilead Bank").
Following the disposition of the Mt. Gilead Bank, the intention of the
Registrant was to utilize a portion of the sale proceeds to commence operations
as a reinsurer in the credit life and disability reinsurance business. These
operations, however, were frustrated as a result of shareholder litigation which
was eventually settled and dismissed.
On January 12, 1988, American Legal Publishing Corporation ("ALP Corporation"),
a newly formed, wholly-owned subsidiary of Westford Group, Inc., purchased
substantially all of the assets of AM Comp, Inc., formerly American Legal
Publishing Company. The acquired assets consisted generally of inventory,
equipment, supplies, computer software, contracts, leasehold interest and
various other intangibles. See note 1(f) to the consolidated financial
statements.
ALP Corporation's primary business consists of the codification of municipal and
county Codes of Ordinances and the supplementing thereof. The services provided
by ALP Corporation to a customer in providing codification services include:
(1) A review of the municipal ordinances of the customer to detect
possible conflicts with state and federal law, state and federal
constitutions, and state and federal court decisions. This review
is done at the specific direction of the customer's attorney.
(2) A review of the ordinances of the customer to make sure that they
do not conflict with other ordinances or the charter, if one
exists.
(3) Suggestions to the customer for changes, additions and deletions
to their ordinances. After editorial and indexing work is
concluded, the code is enacted into law and published in a
loose-leaf form to facilitate regular supplementing to reflect
changes in state and local law.
ALP Corporation believes that the additional services it provides in codifying a
customer's ordinances distinguish it from competitors.
Most of ALP Corporation's codification contracts include a provision to
supplement the customer's code, not less than annually, for a period of five (5)
years. Although the agreement may usually be terminated by the customer by
written notice prior to ninety (90) days before the anticipated delivery date of
the supplement, ALP Corporation has generally been successful in retaining
municipalities on supplemental contracts, and in having these contracts renewed
prior to expiration.
Some states now require that municipalities and/or counties each have a Code of
Ordinances. For this reason, ALP Corporation has prepared and marketed a "Basic
Code of Ordinances" to smaller municipalities in these states who do not need or
cannot afford a custom Code of Ordinances but who, by adoption of a basic code,
can meet state law requirements or receive the economic benefits of having a
local code. ALP Corporation has developed this basic or model Code of Ordinances
for the states of Ohio, Illinois, Indiana, Kentucky and North Carolina. It has
also developed, and is marketing with a Texas firm, a model Code of Ordinances
for Texas. In North Carolina and Kentucky, ALP Corporation serves as the
official code consultant to the state municipal leagues. Furthermore, in 1985,
the State of Kentucky enacted legislation providing grants to municipalities to
fund a Code of Ordinances as mandated by state law.
ALP Corporation presently has twenty-seven (27) full-time and one (1) part-time
employees. The staff consists of marketing, production, general administrative
and editorial personnel, seven (7) of whom have law degrees.
3
<PAGE> 4
Item 1. Business (continued)
There are approximately twenty-five (25) companies involved in the codification
of local government ordinances. Five (5) companies operate on either a national
or regional basis, with the rest serving clients only within a relatively small
geographic area. ALP Corporation currently represents approximately 825 local
governmental units in twenty-five (25) states.
In the past few years, ALP Corporation has worked to develop a strong
telemarketing program. The result has been more comprehensive coverage of market
areas, an increase in the number of proposals generated, and higher projected
sales volume. ALP Corporation intends to establish a consistent direct mail
program and to develop a print media advertising campaign.
The success of ALP Corporation's basic code programs has induced the Registrant
to continue to search for similar opportunities in other states. Basic code
products fill a need at the low end of the price market. They are attractive low
cost options for small municipalities who would otherwise forego any code
service.
Rapid growth in the codification industry is most easily attainable through
acquisition of competitors. In recent years, ALP Corporation held serious
discussions with competitors regarding the purchase of such operations by ALP
Corporation. However, no agreements have been reached to date.
A logical opportunity for diversification lies in the school textbook market.
Nearly all states require the teaching of the rudiments of civics and government
in elementary and secondary schools. Educators, however, have noted the lack of
suitable texts concerning the basics of state and local government. National
publishers, seeking to produce a single book which can be sold nationwide, have
produced texts which focus almost entirely on the federal system and which give
almost no attention to the extensive differences in the operations of the
various states and their local governments.
ALP Corporation, by the nature of its business, enjoys a unique position through
which it can provide educational institutions with pertinent social studies
topics and other textbook update materials. Presently, the company publishes an
educational newsletter which aids teachers in presenting current state and local
government issues to students.
Item 2. Properties
The executive offices of the Registrant are located in an office building at 20
East Broad Street, Columbus, Ohio. The office facilities are shared with other
affiliated entities and rental and bookkeeping expenses are allocated among
them. The Registrant does not own any materially important property used in its
operations.
In August 1991, ALP Corporation relocated to occupy 3,520 square feet of
rentable area on the 12th floor of the building located at 432 Walnut Street,
Cincinnati, Ohio and effective March 1, 1994, expanded into an additional 2,038
square feet for a total square footage of 5,558 under an operating lease which
will expire July 31, 1998. The lease provides for a monthly rental of $4,809,
net of reimbursements payable to the lessor for cost of maintenance and
operation of the building.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters To a Vote of Security Holders
None.
4
<PAGE> 5
PART II
Item 5. Market for the Registrant's Common Stock and Related Security Holders
Matters
(a) Market information
There is no established public trading market for the Registrant's
shares.
The Registrant does not have reliable information with respect to high
and low bid prices for each quarter.
(b) Holders
The number of holders of record of the Registrant's Common Stock as of
February 16, 1996 was 2,090.
(c) Dividends
There has been no cash dividend declared or paid on the Registrant's
outstanding common stock for the two most recent fiscal years. The
Registrant's intent is to reinvest earnings to finance its growth for the
purpose of improving and increasing both earnings per share and net
worth, and therefore it is not anticipated that the Registrant will pay
dividends in the foreseeable future.
Item 6. Selected Financial Data
Selected Income Statement Data:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Sales $1,389,459 $1,234,981 $1,066,944 $ 969,023 $ 865,762
Cost of sales 815,399 731,089 604,439 639,474 516,257
Selling, general and
administrative
expenses 424,917 416,149 353,630 295,881 325,985
Income taxes 31,579 33,451 (115,100) 2,974 2,290
Income from operations
before extraordinary
item 99,923 35,246 204,767 10,634 8,779
Extraordinary item - - - 2,974 2,290
Cumulative effect of
change in accounting
for Federal income
taxes - - 17,103 - -
Net income $ 99,923 $ 35,246 $ 221,870 $ 13,608 $ 11,069
Net income per
outstanding
share of common
stock (1) $ .06 $ .02 $ .13 $ .01 $ .01
Average number of
shares of common
stock outstanding 1,664,842 1,661,226 1,661,226 1,661,226 1,316,046
</TABLE>
5
<PAGE> 6
Item 6. Selected Financial Data (continued)
Selected Balance Sheet Data:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Current Assets $ 552,267 $ 406,434 $ 421,256 $ 336,196 $ 357,067
Notes payable
to bank 83,594 10,009 139,780 181,120 75,000
Current Liabilities 266,150 276,422 312,559 348,354 392,224
Working Capital 286,117 130,012 108,697 (12,158) (35,157)
Total Assets 791,060 669,359 719,284 536,078 533,466
Shareholders' Equity 462,139 361,966 326,720 104,850 91,242
</TABLE>
(1) Income per common share has been computed by dividing net income by the
weighted average number of common shares outstanding during the year. Common
stock equivalents were excluded from the computation in 1992 and 1991 due to
their anti-dilutive effect.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Summary
The following table sets forth changes in certain items reflected in the
financial data as compared to the indicated prior period.
<TABLE>
<CAPTION>
Period to Period Increase (Decrease)
Year Ended December 31,
1994-95 1993-94
--------- ---------
<S> <C> <C>
Sales $ 154,478 $ 168,037
Cost of sales 84,310 126,650
Selling, general and
administrative expenses 8,768 62,519
</TABLE>
Results of Operations
The Company's business is principally carried on through its wholly-owned
subsidiary, ALP Corporation. ALP Corporation's sales increased 12.5% during 1995
as compared to 1994. Codification revenue increased 5.2% due to the addition of
several significant customers primarily resulting from an accelerated marketing
effort and the recognition of additional revenues earned on contract escalator
charges. Subscription services on existing codes of ordinance increased 17.7%
due to production reorganization which resulted in accelerated completion of
codification production and commencement of supplementation production. Gross
margin increased in 1995 as compared with 1994. However, as sales increased,
cost of sales increased 11.5% primarily due to increases in production salaries
and related costs, insurance and maintenance expense. Selling, general and
administrative expenses increased 2.1% in 1995 as compared to 1994 due to
increases in administrative salaries and related costs, legal and professional,
advertising and travel.
ALP Corporation's sales increased 15.7% during 1994 as compared to 1993.
Codification revenue increased 16.2% during 1994 as compared to 1993 due to the
addition of a significant new customer. Subscription services on existing codes
of ordinance increased 15.4%. Cost of sales increased 23.2% during 1994 as
compared to 1993 due to increases in production supply expense, salaries and
rent. Selling, general and administrative expenses increased 17.7% during 1994
as compared to 1993 due to increases in advertising, consulting, rent, sales
commissions and travel.
6
<PAGE> 7
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
ALP Corporation's sales for 1993 remained relatively constant compared with
1992. While codification revenue decreased 1.0%, there was a 19.3% increase in
supplemental services on existing codes of ordinance. The decrease in
codification revenue was primarily due to a reduction in 1992 codification sales
which created a shortfall in work-in-process inventory and the transfer of
several editorial personnel from codification to supplemental services
production during 1993. The increase in supplemental services on existing codes
of ordinance resulted from increased production of codes prepared during 1992
and the resulting increased supplemental services thereafter during 1993. Cost
of sales decreased 5.5% due to reductions in equipment rental and production
supply expenses. Selling, general and administrative expenses increased 19.5%
due to an increase in travel, commissions, advertising and insurance.
Liquidity and Capital Resources
Although it is impossible to estimate accurately the future cash flow from the
operations of the Registrant's codification business, management believes
Registrant's effective capital costs may increase. Management is actively
exploring further avenues for preserving capital and improving liquidity. As of
December 31, 1995, the Company had a revolving credit agreement with a bank to
provide a $250,000 note. The credit facility has a maturity date of July 15,
1996, and bears interest at the banks prime rate (8.5% per annum at December 31,
1995). Management does not know of any trends, events or uncertainties that will
have or that are reasonably likely to have material effect on the Registrant's
liquidity, capital resources or results of operations.
Factors to Consider Forward Looking
Management has undertaken several initiatives in 1995 which should favorably
impact operating performance in 1996, although there can be no assurance that a
favorable impact will result. Significant cost-cutting measures have been
implemented in an effort to reduce overhead and production-related expenses.
Increased market penetration should position the Company to take advantage of a
number of growth opportunities in the future.
Management has restructured a number of production functions intended to improve
the Company's productivity going forward. Reassignment of experienced production
staff to selected line positions should provide increased efficiencies.
Additional efficiencies should result from the introduction of new production
equipment and production flows utilizing optical scanners, a computer
communications network and a high capacity printer.
The Company expects to continue expanding its direct sale force, which should
allow the Company to increase its market penetration. These activities will be
directed toward selected market niches where management believes the Company
will be able to provide customers with additional services which distinguish it
from competitors.
Deferred Taxes
The Company has substantial tax loss carryforwards and temporary differences
which give rise to deferred tax assets. Based on an analysis of the likelihood
of realizing the Company's gross deferred tax asset, the Company has determined
that the recognition criteria set forth in SFAS No. 109, "Accounting for Income
Taxes", are not met for the entire gross deferred tax asset and, accordingly,
the gross deferred tax asset is reduced by a valuation allowance.
Management believes that it is more likely than not that the net deferred tax
asset at December 31, 1994 will be realized primarily through the generation of
taxable income during the loss carryforward period. This belief derives from an
analysis of estimated future taxable income that incorporates an increase in
sales during the loss carryforward period generated by increases in new
contracts and code supplements related to the prior years new contracts. The
Company will need to generate taxable income of approximately $95,000 a year
over the next two years in order to realize a significant portion of the net
deferred tax assets. After 1996, the amount of taxable income required to
realize the remaining net deferred tax assets is approximately
7
<PAGE> 8
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations (continued)
$50,000 a year. Historically, there has been an insignificant difference between
pre-tax earnings for financial reporting purposes and taxable income for income
tax purposes. As is the case with any estimate of future results, there will be
differences between assumed and actual economic and business conditions of
future periods. Moreover, the estimate may also be affected by unpredictable
future events, including, but not necessarily limited to, changes in the
Company's capital structure and future acquisitions and dispositions. Therefore,
the analysis of estimated future taxable income will be reviewed and updated
periodically and any required adjustments, which may increase or decrease the
net deferred tax asset, will be made in the period in which the developments on
which they are based become known. During 1993, the Company reduced the
valuation allowance to reflect management's revised projection of future taxable
income resulting in a $133,837 increase to income in the fourth quarter of 1993.
As of December 31, 1995, the Company has available unused operating loss
carryovers for Federal tax and financial statement purposes of approximately
$436,000 which expire as follows:
1996 $104,000 2001 $ 17,000
1997 $ 53,000 2002 $ 19,000
1998 $ 24,000 2003 $ 23,000
1999 $ 22,000 2005 $ 34,000
2000 $ 30,000 2009 $110,000
Intangible Asset
The excess of AM Comp, Inc.'s net assets acquired over the purchase price of
approximately $160,000 was allocated to the database. The database is comprised
of the municipal code data and related files and has been developed internally.
Provision for amortization of the database is based on an estimated useful life
of forty years reflecting the long lived nature of municipal codes.
Recently Issued Accounting Standards
The Financial Accounting Standards Board ("FASB") periodically issues Statements
of Financial Accounting Standards ("SFAS"), some of which require implementation
by a date falling after the close of the Company's fiscal year.
FASB has issued SFAS No. 123, "Accounting for Stock-Based Compensation," which
is effective for fiscal years beginning after December 15, 1995. This accounting
standard encourages, but does not require, companies to recognize compensation
expense for grants of stock, stock options and other equity instruments to
employees based on the new fair value accounting rules. Companies that choose
not to adopt the new rules will continue to apply the existing accounting rules
contained in Accounting Principals Board Opinion No. 25, "Accounting for Stock
Issued to Employees." The Company does not offer stock-based compensation to its
employees and therefore is not subject to the provisions of SFAS No. 123.
Inflation
Management does not consider the impact of changing prices to be material in the
analysis of the Company's overall operations.
Trends
The Company's results of operations have varied from quarter to quarter
principally because of fluctuations in production results. The Company's
experience indicates that sales increase during second and third quarters as a
result of sales to basic code subscribers. The Company expects that such
quarterly fluctuations may lessen as the percentage of the Company's new sales
are made to clients with fiscal years other than December 31, although there can
be no assurance that this will occur.
8
<PAGE> 9
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Included in Part II of this report:
Independent Auditors' Reports
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
(THIS SPACE INTENTIONALLY LEFT BLANK)
9
<PAGE> 10
Report of Independent Accountants
The Board of Directors
and Stockholders
Westford Group, Inc.:
We have audited the consolidated balance sheets of Westford Group, Inc. and
subsidiary as of December 31, 1995 and 1994, and the related consolidated
statements of income, shareholders' equity, and cash flows, for each of the
years in the three-year period ended December 31, 1995, as listed in Item 8 of
this Form 10-K. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Westford Group, Inc.
and subsidiary as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
/s/ COOPERS AND LYBRAND, L.L.P.
Columbus, Ohio
February 23, 1996
10
<PAGE> 11
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1995 and 1994
<TABLE>
<CAPTION>
Assets 1995 1994
------ -------- --------
<S> <C> <C>
Current:
Cash $ 26,794 $ 37,305
Accounts receivable - trade 316,452 177,370
Costs and estimated earnings in excess of billings on
uncompleted codification contracts (note 2) 154,207 129,511
Costs of uncompleted code supplements 27,661 28,365
Deferred taxes (note 7) 24,948 31,815
Other assets 2,205 2,068
-------- --------
Total current assets 552,267 406,434
Deferred taxes (note 7) 42,225 66,937
Property and equipment, net (notes 3 and 4) 64,044 59,323
Intangible asset, net of accumulated amortization of
$33,131 in 1995 and $28,989 in 1994 (note 1(f)) 132,524 136,665
-------- --------
$791,060 $669,359
======== ========
</TABLE>
(Continued)
11
<PAGE> 12
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
Liabilities and Shareholders' Equity 1995 1994
------------------------------------ ---- ----
<S> <C> <C>
Current Liabilities:
Note payable - bank (note 4) $ 83,594 $ 10,009
Debenture payable (note 6) - 50,000
Accounts payable 59,845 42,024
Accrued salaries, commissions and payroll taxes
payable 62,984 72,930
Billings in excess of costs and estimated earnings on
uncompleted codification contracts (note 2) 41,527 80,741
Current portion of capital lease obligations (note 5) 18,200 20,718
---------- ----------
Total current liabilities 266,150 276,422
Capital lease obligations, less current portion (note 5) 12,771 30,971
Debenture payable (note 6) 50,000 -
---------- ----------
Total liabilities 328,921 307,393
---------- ----------
Commitments (note 5)
Series two serial redeemable preference stock, 500 shares
authorized (note 6) - -
---------- ----------
Shareholders' Equity:
Serial preference stock, without par value:
Series one serial preference, authorized 100 shares;
none issued - - -
Class A preferred shares, par value $2,285; authorized
500 shares; none issued - -
Class B preferred shares, par value $500; authorized
4,000 shares; none issued - -
Common stock, without par value; authorized 2,000,000
shares; 1,434,202 shares issued (note 8) 871,286 871,286
Additional paid-in capital 788,739 789,779
Accumulated deficit (1,168,743) (1,268,666)
---------- ----------
491,282 392,399
Less: Treasury stock, at cost (112,976 common shares
at December 31, 1995 and 117,976 at December
31, 1994) (29,143) (30,433)
---------- ----------
Total shareholders' equity 462,139 361,966
---------- ----------
$ 791,060 $ 669,359
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
12
<PAGE> 13
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
Years Ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Sales $1,389,459 $1,234,981 $1,066,944
Cost of sales 815,399 731,089 604,439
---------- ---------- ----------
574,060 503,892 462,505
---------- ---------- ----------
Selling, general and administrative expenses:
Salaries and related costs 207,719 200,292 170,301
Professional fees 45,709 47,584 44,315
Other 171,489 168,273 139,014
---------- ---------- ----------
424,917 416,149 353,630
---------- ---------- ----------
Non-operating income (expense):
Interest expense (18,563) (19,576) (21,473)
Other income 922 530 2,265
---------- ---------- ----------
(17,641) (19,046) (19,208)
---------- ---------- ----------
Income before federal income tax
(benefit) expense and cumulative
effect of accounting change 131,502 68,697 89,667
Federal income tax (benefit) expense (note 7) 31,579 33,451 (115,100)
---------- ---------- ----------
Income before cumulative effect of
accounting change 99,923 35,246 204,767
Cumulative effect of change in accounting
for federal income taxes (note 7) - - 17,103
---------- ---------- ----------
Net income $ 99,923 $ 35,246 $ 221,870
========== ========== ==========
Net income per common share:
Before extraordinary item $ .06 $ .02 $ .12
Cumulative effect of accounting change - - .01
---------- ---------- ----------
Net income $ .06 $ .02 $ .13
========== ========== ==========
Weighted average number of common shares and
equivalents outstanding 1,664,842 1,661,226 1,661,226
---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
13
<PAGE> 14
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity
Years Ended December 31, 1995, 1994, and 1993
<TABLE>
<CAPTION>
Additional Total
Common paid-in Accumulated Treasury shareholders'
stock capital deficit stock equity
-------- ---------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
Balance December 31, 1992 $871,286 $ 789,779 $(1,525,782) $ (30,433) $ 104,850
Net income - - 221,870 - 221,870
-------- ---------- ----------- --------- -----------
Balance December 31, 1993 871,286 789,779 (1,303,912) (30,433) 326,720
Net income - - 35,246 - 35,246
-------- ---------- ----------- --------- -----------
Balance December 31, 1994 871,286 789,779 (1,268,666) (30,433) 361,966
Net income - - 99,923 - 99,923
Issuance of 5,000 treasury shares - (1,040) - 1,290 250
-------- ---------- ----------- --------- -----------
Balance December 31, 1995 $871,286 $ 788,739 $(1,168,743) $ (29,143) $ 462,139
======== ========== =========== ========= ===========
</TABLE>
See accompanying notes to consolidated financial statements.
14
<PAGE> 15
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years Ended December 31, 1995, 1994 and 1993
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 99,923 $ 35,246 $ 221,870
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Net realized (gain) loss on sale of equipment (800) 189 -
Depreciation and amortization 34,495 28,130 31,904
Deferred federal income tax (benefit)
expense 31,579 33,451 (132,203)
(Increase) decrease in accounts
receivable - trade (139,082) 71,662 (71,923)
Increase in costs and estimated earnings
in excess of billings on uncompleted
codification contracts (24,696) (21,360) (967)
(Increase) decrease in costs of uncompleted
code supplements 704 (3,192) 5,038
(Increase) decrease in other assets (137) 103 2,231
Increase (decrease) in accounts payable 17,821 (3,181) (3,402)
Increase (decrease) in accrued salaries,
commissions and payroll taxes payable (9,946) 21,167 116
Increase (decrease) in billings in excess
of costs and estimated earnings on
uncompleted codification contracts (39,214) 19,934 2,910
Decrease in other liabilities - - (148)
---------- ---------- ----------
Net cash provided by (used in) operating
activities (29,353) 182,149 55,426
---------- ---------- ----------
Cash flows from investing activities:
Purchase of property and equipment (35,075) (14,271) (1,878)
Sale of equipment 800 210 -
---------- ---------- ----------
Net cash used in investing activities (34,275) (14,061) (1,878)
---------- ---------- ----------
</TABLE>
(Continued)
15
<PAGE> 16
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from financing activities:
Proceeds from note payable to bank 203,585 150,229 78,660
Repayment of note payable to bank (130,000) (280,000) (120,000)
Principal payments under capital lease
obligations (20,718) (17,786) (12,724)
Issuance of treasury stock 250 - -
---------- ---------- ----------
Net cash provided by (used in) financing
activities 53,117 (147,557) (54,064)
---------- ---------- ----------
Net increase (decrease) in cash (10,511) 20,531 (516)
---------- ---------- ----------
Cash at beginning of year 37,305 16,774 17,290
---------- ---------- ----------
Cash at end of year $ 26,794 $ 37,305 $ 16,774
========== ========== ==========
Supplemental cash flow disclosure:
Interest paid $ 18,562 $ 19,576 $ 21,473
========== ========== ==========
</TABLE>
Supplemental Schedule of non-cash investing and financing activities:
Capital lease obligations of $24,491 and $15,925 were incurred when the Company
entered into leases for new equipment in 1994 and 1993, respectively.
See accompanying notes to consolidated financial statements.
16
<PAGE> 17
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1995, 1994, and 1993
(1) Summary of Significant Accounting Policies
The accompanying consolidated financial statements include the following
significant accounting policies:
(a) Consolidation Policy
The accompanying financial statements include the accounts of
Westford Group, Inc. (the Company) and its wholly-owned
subsidiary, American Legal Publishing Corporation (ALP
Corporation). ALP Corporation is engaged in the codification
of municipal and county codes of ordinances and the
supplementing thereof. All significant intercompany
transactions and balances have been eliminated in this
consolidation.
The preparation of financial statements in conformity with
generally accepted accounting principles 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. Note 1(b)).
(b) Revenue and Cost Recognition
Revenue from municipal code contracts is recognized on the
percentage-of-completion method; completion is measured
based on the percentage of direct labor costs incurred to
date to estimated direct labor costs for each contract. While
management uses available information to estimate total
direct labor costs on each contract, actual experience may
vary from estimated amounts. Under this method, the costs
incurred and the related revenues are included in the
statement of operations as work progresses. Adjustments to
contract cost estimates are made in the periods in which the
facts which require such revisions become known. If a revised
estimate indicates a loss, such loss is provided for in its
entirety. The amount by which revenues are earned in advance
of contractual collection dates is an unbilled receivable and
the amount by which contractual billings exceed earned
revenues is unrealized revenue which is carried as a
liability.
Revenue from code supplements is recognized on the
completed-contract method because the typical supplement is
completed in approximately two months. No progress payments
are billed due to the short production time and the low
average supplement contract price. Supplement contracts in
process are valued at the lower of cost or contract price
less estimated cost of completion. The asset, "Costs of
uncompleted code supplements," represents all supplement
costs incurred to date. Provisions for estimated losses on
uncompleted contracts are made in the period in which losses
are determined.
17
<PAGE> 18
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(c) Property and Equipment
Property and equipment are recorded on a cost basis.
Depreciation is computed using the straight-line method in
amounts adequate to amortize costs over the estimated useful
life of the applicable asset. Equipment under capital leases
is stated at the present value of the net minimum lease
payments and is amortized over the lease term. When assets
are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts and
any resulting gain or loss is recognized as income for the
period. The cost of maintenance and repairs is charged to
income as incurred; significant renewals and betterments are
capitalized.
(d) Federal Income Taxes
Westford Group, Inc. files a consolidated Federal income tax
return with its subsidiary. Deferred tax liabilities and
assets have been recognized for the expected future tax
consequences of events that have been included in the
financial statements or tax returns. Deferred income taxes
for temporary differences between financial statement and
income tax bases of assets and liabilities and net operating
loss carryforwards are recognized at the average graduated
tax rate for the estimated amount of taxable income in future
years.
(e) Net Income Per Common Share
Net income per common share is computed on the basis of the
weighted average number of common shares outstanding during
the year, including the outstanding convertible debenture,
which is included as a common stock equivalent.
(f) Intangible Asset
During 1988, the Company acquired substantially all the assets
of AM Comp, Inc., in an acquisition accounted for as a
purchase. The excess of AM Comp, Inc.'s net assets acquired
over the purchase price of $165,654 was allocated to the
database. The database is comprised of the municipal code
data and related files. Provision for amortization of the
database is based on an estimated useful life of forty years
and is computed on the straight-line method.
In March 1995, the FASB issued SFAS No.121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed" which requires that long-lived assets be
evaluated for impairment and establishes guidance for
recognizing and measuring impairment losses. This statement
applies to financial statements for fiscal years beginning
after December 15, 1995. Management does not believe that the
adoption of this statement will have a significant impact on
the financial statements.
18
<PAGE> 19
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(2) Uncompleted Contracts
Costs on uncompleted codification contracts were $771,893 and $817,191
and billings to date on those contracts were $659,213 and $768,421 at
December 31, 1995 and 1994, respectively. The excess of costs and
estimated earnings over billings to date are presented in the
accompanying consolidated balance sheets.
(3) Property and Equipment
Property and equipment at December 31, consists of the following:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Machinery and equipment $ 126,111 $ 100,281
Furniture and fixtures 6,897 6,897
Capital lease equipment 83,916 83,916
---------- ----------
216,924 191,094
Less: accumulated depreciation and
amortization (152,880) (131,771)
---------- ----------
$ 64,044 $ 59,323
========== ==========
</TABLE>
(4) Note Payable - Bank
The Company has a revolving credit agreement with a bank to provide a
$250,000 note with repayment on demand by the lender with a maturity
of July 15, 1996. The Company had an outstanding balance of $83,594
at December 31, 1995 and $10,009 at December 31, 1994 under this
arrangement. Advances under the revolving credit line bear interest
payable quarterly at the lending bank's prime rate (8.5% at December
31, 1995).
The note is personally guaranteed by the Company's Chief Executive
Officer up to $100,000 plus accrued interest and collateralized by
the assignment of the Company's property and equipment and accounts
receivable.
19
<PAGE> 20
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(5) Leases
The Company's office facilities are shared with other affiliated
entities and rental and bookkeeping expenses are allocated among
them. The Company's share of these expenses were $2,940 in 1995, 1994
and 1993.
ALP Corporation occupies space under an operating lease which will
expire July 31, 1998.
The following is a schedule of ALP Corporation's future minimum lease
payments for capital and operating leases as of December 31, 1995.
<TABLE>
<CAPTION>
Capital Operating
Year ending lease leases
----------- ----- ------
<S> <C> <C>
1996 $ 20,346 $ 48,262
1997 6,124 48,262
1998 6,124 28,153
1999 2,040 -
--------- ---------
Total minimum lease payments 34,634 $ 124,677
=========
Less: Amount representing interest 3,663
---------
Present value of net minimum
lease payments 30,971
Less: Current installments of
obligations under capital lease 18,200
---------
Long-term obligation under capital
lease $ 12,771
=========
</TABLE>
Total rental expenses under operating leases were $58,751, $56,354, and
$43,252 in 1995, 1994 and 1993, respectively. Included in accumulated
depreciation and amortization is $58,077 and $42,179 of accumulated
amortization applicable to capital lease equipment at December 31,
1995 and 1994, respectively.
(6) Debenture Payable
On August 7, 1992, a resolution was adopted by the Company to authorize
a $50,000 convertible subordinated debenture, due December 31, 1995,
issued to Bancinsurance Corporation, an affiliate of the Company
through a common officer and principal shareholder. Each $1,000 of
principal is convertible into 6,900 shares of common stock at the
holder's option. The debenture may be prepaid, in whole or in part,
by the Company upon thirty days prior written notice without penalty.
Interest accrues at the rate of ten percent per annum and is payable
quarterly on the last day of each March, June, September, and
December until the principal sum has been paid. In the event of
default, all obligations shall become immediately due and payable at
the option of the holder. On December 1, 1995, a resolution was
adopted by the Company to renew the debenture. The maturity was
extended to December 31, 2000.
20
<PAGE> 21
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
(7) Federal Income Taxes
Deferred income taxes for 1995 and 1994 reflect the impact of "temporary
differences" between amounts of assets and liabilities for financial
reporting purposes and such amounts as measured on an income tax
basis. Temporary differences and carryforwards which give rise to the
net deferred tax asset at December 31, are as follows:
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Deferred tax assets
Tax operating loss carryforwards $ 108,474 $ 141,047
Valuation allowance (9,495) ( 9,495)
Intangible asset (31,806) (32,800)
--------- ---------
Net deferred tax asset 67,173 98,752
Less current portion (24,948) (31,815)
--------- ---------
Non-current deferred tax asset 42,225 66,937
--------- ---------
</TABLE>
As of December 31, 1995, the Company has net operating loss ("NOL")
carryforwards of approximately $435,640 which expire at various dates
through 2009. The valuation allowance represents the portion of these
net operating loss carryforwards at enacted tax rates not expected to
be utilized through future taxable income. Net deferred tax assets and
federal income tax expense in future years can be significantly
affected by changes in enacted tax rates or by unexpected adverse
events that would impact management's conclusions as to the ultimate
realizability of deferred tax assets.
The provision for Federal income taxes at December 31, consists of the
following:
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Deferred, amortization of intangible
asset $ (994) $ (1,035) $ (1,035)
Utilization of NOL 32,573 13,209 19,772
Expiration of unutilized NOL - 21,277 -
Adjustment of valuation allowance
for revised income projection - - (133,837)
--------- --------- ---------
Total deferred 31,579 33,451 (115,100)
--------- --------- ---------
Federal income tax (benefit)
expense $ 31,579 $ 33,451 $(115,100)
========= ========= =========
</TABLE>
21
<PAGE> 22
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
For 1995, 1994 and 1993, the Federal income tax expense differs from
the amount computed by applying the normal tax rate of 34% to
income before Federal income taxes as follows:
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Expected tax $ 44,711 $ 23,357 $ 30,487
Officers life insurance 305 235 219
Graduated rate differential (13,437) (11,418) (11,969)
Adjustment of valuation allowance
for revised income projection - - (133,837)
Adjustment for net operating loss
carryforwards expiring in 1994
but not utilized - 21,277 -
--------- --------- ---------
Federal income tax (benefit)
expense $ 31,579 $ 33,451 $(115,100)
========= ========= =========
</TABLE>
(8) Common Stock
During 1995, the Company issued 5,000 shares of treasury stock to an
officer as a performance bonus. An amount equal to the fair value of
the shares issued ($250) has been charged to expense.
(9) Subsequent Events
On March 1, 1996, the Company implemented the American Legal Publishing
Corporation Employee 401(K) Plan (the "401(K) Plan"). The 401(K) Plan
is available to full-time employees who meet the 401(K) Plan's
eligibility requirements. Under the 401(K) Plan, the Company matches
50% of the qualified employee's contribution up to 6%.
22
<PAGE> 23
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
<TABLE>
<CAPTION>
Originally
elected to
Name Age Position office
- ---- --- -------- ----------
<S> <C> <C> <C>
Si Sokol 68 Chairman and Director 1972
President 1980
John Page 61 Director 1981
James Davis 61 Director 1981
David White 59 Director 1981
John Sokol 33 Director 1990
Steve Wolf 44 President American Legal 1988
Publishing, Inc.
Sally Cress 41 Treasurer 1985
Secretary 1985
</TABLE>
In addition to his positions with the Registrant, Si Sokol has been Chairman of
the Board of Bancinsurance Corporation since 1970 and Chairman of the Board of
Ohio Indemnity Company since 1969. He became President and Director of
Bancinsurance Corporation and President of Ohio Indemnity Company in 1980.
Bancinsurance Corporation, whose common stock is registered pursuant to Section
12 of the Securities Exchange Act of 1934, and its wholly-owned property and
casualty insurance subsidiary, Ohio Indemnity Company, are engaged in the
underwriting and sales of specialized property and casualty insurance. In
addition, Mr. Sokol serves as President of BCIS Services, Inc. and is a Director
of Fifth Third Bank, Columbus, Ohio. Mr. Sokol is the father of John Sokol.
John Page is currently a Loan Officer at Charter One Bank, FSB. He was formerly
President of Developers Mortgage Company from August 1986 to August 1987.
Mr.Page retired from the Board for personal reasons, effective December 31,
1995.
James R. Davis joined Ohio Indemnity in 1989 as the Administrator of Ohio
Indemnity's Bonded Service Program and was elected a Vice President of the Ohio
Indemnity Company in 1992. He has served as a Director of Ohio Indemnity and
Bancinsurance Corporation since 1987 and as Vice President of BCIS Services,
Inc. since 1993. From 1986 to 1989, Mr. Davis served as an independent
consultant to third party administrators of self-insured workers' compensation
programs. He acted as President and Director of James R. Davis & Associates,
Inc., a corporation providing cost management services, from 1980 to 1986, which
he sold in 1985. He was President of Gates, McDonald & Company, a corporation
providing cost management services from 1971 to 1979.
David White has been President of Oakfield Convalescent Center since 1979 to the
present date. He was also President of White Realty Company from 1972 to 1981, a
real estate company.
23
<PAGE> 24
Item 10. Directors and Executive Officers of the Registrant (continued)
John Sokol, son of Si Sokol, became a Director of Bancinsurance Corporation and
Ohio Indemnity Company in 1990. In addition, he has been Vice President of
Bancinsurance Corporation and Ohio Indemnity since 1993. He acted as Treasury
Officer, Capital Markets, at The Chemical Banking Corp. of New York, formerly
Manufacturers Hanover, from January 1992 to June 1993. From August 1989 to
January 1992, he was an Associate, Corporate Banking at Manufacturers Hanover,
now The Chemical Banking Corp. of New York. In May 1989, he received a Masters
of Business Administration Degree from Vanderbilt University. From 1985 to 1987,
he was a Client Services Manager with Financial Guaranty Insurance Company.
Stephen Wolf has been the President of American Legal Publishing Corporation
since its incorporation in 1988. He was formerly President of American Legal
Publishing Company from 1984 to 1988, and served in other positions including
Staff Attorney and Vice President from 1979 to 1984. In addition, Mr. Wolf has
been an elected official of the City of Mt. Healthy, Ohio, serving as Law
Director from 1980 to 1983, as a Councilperson from 1984 to 1985 and as Mayor
from 1988 to the present.
Sally Cress has been Secretary and Treasurer of the Registrant as well as of
Bancinsurance Corporation and Ohio Indemnity Company since March 1985. She also
serves as a Director of Ohio Indemnity Company and as Secretary and Treasurer of
BCIS Services, Inc. Mrs. Cress is a Certified Public Accountant.
There are no arrangements or understandings between any of the officers and
directors of the Registrant and other persons relating to their selections as
officers and directors.
All Directors of the Registrant serve a term of one year or until their
successors are elected and qualified. The officers serve at the discretion of
the Board of Directors.
Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's
officers and directors, and greater than 10% shareholders, to file reports of
ownership and changes in ownership of the Registrant's securities with the
Securities and Exchange Commission (SEC). Copies of the reports are required by
SEC regulation to be furnished to the Registrant. Based on its review of such
reports and written representations from reporting persons, the Registrant
believes that, during fiscal 1995, all filing requirements were complied with.
Item 11. Executive Compensation
The table below shows the cash compensation paid or accrued by the Registrant
during the fiscal years ended December 31, 1995, 1994 and 1993, respectively, to
the Chief Executive Officer of the Registrant. During the fiscal year ended
December 31, 1995, 1994 and 1993, respectively, no other executive officer
received cash compensation in excess of $100,000 (based on salary and bonus).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
(a) (b) (i)
Name and Principal All Other
Position Year Compensation($)(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
Si Sokol
Chairman, President 1995 10,600
Chief Executive
Officer 1994 10,450
1993 10,600
</TABLE>
- ------------------
(1) This amount includes $10,000 in consulting fees paid to Mr. Sokol.
Additionally, $600, $450 and $600 in directors fees were paid to Mr. Si
Sokol during 1995, 1994 and 1993, respectively. Mr. Sokol did not
receive any other compensation from the Registrant.
24
<PAGE> 25
Compensation Pursuant to Plans:
The Registrant has no annuity, pension, retirement stock option, stock
appreciation or similar plans for its officers or employees.
On March 1, 1996, the Company implemented the American Legal Publishing
Corporation Employee 401(K) Plan (the "401(K) Plan"). The 401(K) Plan is
available to full-time employees who meet the 401(K) Plan's eligibility
requirements. Under the 401(K) Plan, the Company matches 50% of the qualified
employee's contribution up to 6%.
Compensation of Directors:
The Registrant pays each director a fee of $150 per meeting for attending
meetings of the Board of Directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth: (i) the name and address of each person known by
the Registrant to be the beneficial owner of more than 5% of any class of the
Registrant's voting securities and each director and each officer named in the
Summary Compensation Table of the Registrant; and (ii) the number and percent of
the Registrant's common shares beneficially owned by each such person and by all
directors and officers of the Registrant as a group as of December 31, 1995:
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Beneficially of
Owner Owned (1,2) Class (2)
- ------------------ ---------------- ---------
<S> <C> <C>
James R. Davis 2,000 0.2%
Director
6064 Olentangy River Road
Worthington, Ohio 43085
John Page (4) 2,000 0.2%
Director
161 Vicary Hill Lane NE
Canton, Ohio 44714
David White 25,000 1.9%
Director
1635 Peace Place
Columbus, Ohio 43209
John S. Sokol 74,250 (3) 5.6%
Director
2346 Fishinger Road
Columbus, Ohio 43221
Barbara Sokol 726,773 (3) 55.0%
2346 Fishinger Road
Columbus, Ohio 43221
Si Sokol 726,773 (3) 55.0%
Chairman and President
2346 Fishinger Road
Columbus, Ohio 43221
All Directors and Officers 780,023 59.0%
as a group (six persons)
</TABLE>
(1) Except as otherwise noted, none of the named individuals shares with
another person either voting or investment power as to the shares
reported.
(2) Calculated on the basis of the number of outstanding shares plus the
number of shares a person has the right to acquire within 60 days of
December 31, 1995.
25
<PAGE> 26
(3) Includes 300,300 common shares owned by Barbara Sokol as trustee,
including 50,000 as trustee for John Sokol, and 426,473 common shares
owned by Si Sokol, her husband. The rules of the Securities and Exchange
Commission require that Mr. and Mrs. Sokol's shares be aggregated for
purposes of this disclosure; however, Mr. and Mrs. Sokol each disclaim
any beneficial ownership of the other's shares.
(4) Mr. Page retired from the Board for personal reasons, effective December
31, 1995.
Item 13. Certain Relationships and Related Transactions
See Item 2, Properties.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Exhibits
3(a) Amended Articles of Incorporation (reference is made to Exhibit
3(a) of Form 10-K for the fiscal year ended December 31, 1986
(file number 0-8254), which is incorporated herein by reference).
3(b) Amended Articles of Incorporation (reference is made to Exhibit
3(b) of Form 10-K for the fiscal year ended December 31, 1988
(file number 0-8254), which is incorporated herein by reference).
3(c) Amended Code of Regulations (reference is made to Exhibit 3(b) of
Form 10-K for the fiscal year ended December 31, 1980 (file
number 0-8254), which is incorporated herein by reference).
10 Acquisitions. Asset Purchase Agreement among American Legal
Publishing Corporation, the Registrant, American Legal
Corporation and AM Comp, Inc. dated January 12, 1988 (references
made to Exhibit 10 of Form 10-K for the fiscal year ended
December 31, 1987 (file number 0-8254), which is incorporated
herein by reference).
21 Subsidiaries of the Registrant.
27 Financial Data Schedule.
(b) Financial Statement Schedules
Financial Statement schedules are omitted because of the absence of
conditions under which they are required or because the required
information is included in the financial statements or notes thereto.
(c) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 1995.
26
<PAGE> 27
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
Westford Group, Inc.
(Registrant)
3/15/96 By Si Sokol
------- ----------------
DATE Si Sokol
Chairman of Board of
Directors, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, which include the Chief
Executive Officer, the Chief Financial Officer and a majority of the Board of
Directors, on behalf of the Registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
3/15/96 Si Sokol 3/15/96 Sally Cress
- --------- ------------------ ------- -----------
DATE Si Sokol DATE Sally Cress
Chairman of Board of Treasurer, Secretary
Directors, President and Chief Financial Officer
Chief Executive Officer and Chief Accounting
Officer
3/15/96 David J. White 3/15/96 John Page
- --------- ------------------ ------- -----------
DATE David J. White DATE John Page
Director Director
3/15/96 James R. Davis 3/15/96 John Sokol
- --------- ------------------ ------- -----------
DATE James R. Davis DATE John Sokol
Director Director
</TABLE>
27
<PAGE> 1
WESTFORD GROUP, INC. AND SUBSIDIARY
EXHIBIT 21 - SUBSIDIARY OF THE REGISTRANT
WESTFORD GROUP, INC.
----------------------------------------------------------
100%
American Legal Publishing Corporation
A Publishing Company
28
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CIK> 0000022709
<NAME> WESTFORD GROUP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 26794
<SECURITIES> 0
<RECEIVABLES> 320452
<ALLOWANCES> 4000
<INVENTORY> 0
<CURRENT-ASSETS> 552267
<PP&E> 216924
<DEPRECIATION> 152880
<TOTAL-ASSETS> 791060
<CURRENT-LIABILITIES> 266150
<BONDS> 0
0
0
<COMMON> 871286
<OTHER-SE> (409147)
<TOTAL-LIABILITY-AND-EQUITY> 791060
<SALES> 1389459
<TOTAL-REVENUES> 1390381
<CGS> 815399
<TOTAL-COSTS> 1240316
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18563
<INCOME-PRETAX> 131502
<INCOME-TAX> 31579
<INCOME-CONTINUING> 99923
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 99923
<EPS-PRIMARY> .06
<EPS-DILUTED> 0
</TABLE>
