<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, 1997 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 12, 1998, the Registrant had 1,336,206 Common Shares, without par
value, outstanding.
<PAGE> 2
WESTFORD GROUP, INC. AND SUBSIDIARY
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
Page
PART I
Item 1. Business..................................................... 3
Item 2. Properties................................................... 4
Item 3. Legal Proceedings............................................ 4
Item 4. Submission of Matters to a Vote of Security Holders.......... 5
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters.................................. 5
Item 6. Selected Financial Data...................................... 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation....................... 7
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk..................................................... 9
Item 8. Financial Statements and Supplementary Data.................. 9
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...................... 22
PART III
Item 10. Directors and Executive Officers of the Registrant........... 22
Item 11. Executive Compensation....................................... 23
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................... 24
Item 13. Certain Relationships and Related Transactions............... 25
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K................................................. 25
<PAGE> 3
PART I
Item 1. Business
--------
The Registrant (which term unless otherwise indicated, includes Westford Group,
Inc. 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 or electronic 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, Kentucky, Oregon and Minnesota, 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-four full-time employees. The staff
consists of marketing, production, general administrative and editorial
personnel, eight of whom have law degrees.
3
<PAGE> 4
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 900 local
governmental units in thirty-two (32) 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. 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.
The publication of local government material in electronic formats has become a
growing market segment. Local governments are looking for ways to manage
information electronically rather than to rely on growing stacks of paper
documents. ALP Corporation has developed programs for maintaining codes of
ordinances, meeting minutes, attorney opinions and other public documents in an
electronic format. In Ohio, California, Texas, Michigan and Wisconsin, ALP
Corporation contracts with the state municipal leagues to provide various
electronic records management services.
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.
ALP Corporation occupies 5,558 square feet of rentable area on the 12th floor of
the building located at 432 Walnut Street, Cincinnati, Ohio under an operating
lease which will expire July 31, 1998. The lease provides for a monthly rental
of $5,342, net of reimbursements payable to the lessor for cost of maintenance
and operation of the building.
Item 3. Legal Proceedings
-----------------
Two discrimination charges were filed by an employee against ALP Corporation
with the Federal Equal Employment Opportunity Commission ("EEOC"). In the first
charge, filed on June 21, 1996, the employee alleged discrimination in pay on
the basis of age, sex and disability. The employee also alleged denial of
accommodation for alleged disabilities and oral intimidation and harassment in
retaliation for the employee's internal complaints. In the second discrimination
charge, filed on November 21, 1996, the employee claimed the company has
retaliated against the employee for pursuing the first charge. ALP Corporation
has submitted responses to both discrimination charges. No determination has
been made as yet by the EEOC on either charge.
4
<PAGE> 5
On or about January 27, 1997, a tort claim was filed on behalf of the same
employee of ALP Corporation, in the Court of Common Pleas, Hamilton County,
Ohio. The Complaint alleges that the employee's supervisors are guilty of
"intentional or negligent infliction of emotional distress" by their "verbal and
emotional abuse" of the employee. On October 28, 1997, the Company and claimant
reached an agreement to settle all claims for $24,000 to avoid expense and
disruption of protracted litigation. Accordingly, the Company has recorded a
charge of $24,000 for this settlement.
Item 4. Submission of Matters To a Vote of Security Holders
---------------------------------------------------
None.
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 12, 1998 was 2,084.
(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.
(THIS SPACE INTENTIONALLY LEFT BLANK)
5
<PAGE> 6
Item 6. Selected Financial Data
-----------------------
Selected Income Statement Data:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------
1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Sales $1,440,738 $1,505,952 $1,389,459 $1,234,981 $1,066,944
Cost of sales 773,756 817,434 815,399 731,089 604,439
Selling, general and
administrative
expenses 665,764 582,131 424,917 416,149 353,630
Income taxes 10,107 27,876 31,579 33,451 (115,100)
Income (loss) from
operations before
extraordinary item (15,159) 68,800 99,923 35,246 204,767
Cumulative effect of
change in accounting
for Federal income
taxes -- -- -- -- 17,103
Net income (loss) $ (15,159) $ 68,800 $ 99,923 $ 35,246 $ 221,870
Net income (loss)
per common share,
diluted $ (.01) $ .04 $ .06 $ .02 $ .13
Average number of
shares of common
stock outstanding 1,681,165 1,666,219 1,664,842 1,661,226 1,661,226
</TABLE>
Selected Balance Sheet Data:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Current assets $576,734 $532,313 $552,267 $406,434 $421,256
Notes payable
to bank 3,575 3,575 83,594 10,009 139,780
Current liabilities 214,060 144,969 266,150 276,422 312,559
Working capital 362,674 387,344 286,117 130,012 108,697
Total assets 782,586 733,543 791,060 669,359 719,284
Shareholders' equity 516,524 530,933 462,139 361,966 326,720
</TABLE>
6
<PAGE> 7
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.
Period to Period Increase
Year Ended December 31,
1996-97 1995-96
-------- --------
Sales $(65,214) $116,493
Cost of sales (43,678) 2,035
Selling, general and
administrative expenses 83,633 157,214
Results of Operations
- ---------------------
The Company's business is principally carried on through its wholly owned
subsidiary, ALP Corporation. ALP Corporation's sales decreased 4.3% during 1997
as compared to 1996, primarily due to a decline in new contract sales in 1995
and 1996 that limited growth in 1997 and a one time republication for a
significant customer in 1996. As a result, codification revenue decreased 20.8%
during 1997 as compared with 1996. Subscription services in existing codes of
ordinance increased 4.1% due to increased subscriptions sales of search and
retrieval software. Gross margin decreased in 1997 as compared to 1996 as sales
decreased at a higher percentage rate than the percentage rate decrease in cost
of sales. Selling, general and administrative expenses increased 13.3% in 1997
as compared to 1996 primarily due to increases in salaries, legal and
professional, commissions and travel.
ALP Corporation's sales increased 8.4% during 1996 as compared to 1995,
primarily due to production efficiencies resulting from introduction of
electronic technologies. Codification revenue remained relatively constant
during 1996 as compared to 1995. Subscription services on existing codes of
ordinance increased 17.4% due to increased subscription sales in electronic
formats. Gross margin increased in 1996 as compared to 1995 as sales increased
at a higher percentage rate than the percentage rate increase in cost of sales.
Selling, general and administrative expenses increased 37.0% in 1996 as compared
to 1995 due to increases in administrative salaries and related costs, legal and
professional and sales related expenses.
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 the
Registrant's effective capital costs may increase. Management is actively
exploring further avenues for preserving capital and improving liquidity. As of
December 31, 1997, the Company had a revolving credit agreement with a bank to
provide a $250,000 note. The credit facility has a maturity date of April 30,
1998, and bears interest at the banks prime rate (8.5% per annum at December 31,
1997). 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 1997 which should favorably
impact operating performance in 1998, 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.
7
<PAGE> 8
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations (continued)
-------------------------
Management has restructured a number of production functions intended to
identify production problems and provide specific suggestions to reduce costs
and increase internal efficiency. Additional efficiencies should result from the
continued evaluation of emerging technologies to determine what hardware and
software developments can be incorporated into the production, sales and
customer service processes to decrease the labor intensity of the business.
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 at
December 31, 1997, 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 deferred tax asset
and, accordingly, the net deferred tax asset is reduced by a valuation
allowance.
Management believes that it is more likely than not that substantially all of
the net deferred tax asset at December 31, 1997 will be realized through the
generation of taxable income during the loss carryforward period. This belief
derives from an analysis of estimated future income that incorporates an
increase in sales during the loss carryforward period from increases in new
contracts and code supplements and a focus on reducing administrative expenses.
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.
As of December 31, 1997, the Company has available unused operating loss
carryovers for Federal tax and financial statement purposes of approximately
$279,000 which expire as follows:
1998 $ 24,000 2002 $ 19,000
1999 $ 22,000 2003 $ 23,000
2000 $ 30,000 2005 $ 34,000
2001 $ 17,000 2009 $110,000
Intangible Asset
- ----------------
The excess of net assets acquired in a business combination over the purchase
price of approximately $160,000 was allocated to a database acquired. 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 reflecting the long lived nature of municipal codes.
8
<PAGE> 9
Item 7. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations (continued)
-------------------------
Inflation
- ---------
Management does not consider the impact of changing prices to be material in the
analysis of the Company's overall operations.
Impact of the Year 2000 Issue
- -----------------------------
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary liability to process transactions or engage in normal
business activities.
The Company has utilized external resources to reprogram, or replace, and test
the software for Year 2000 modifications. The Company has completed the Year
2000 project and has incurred and expensed approximately $935 related to efforts
in connection with its Year 2000 project.
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.
Safeharbor Statement Under the Private Securities Litigation Reform Act of 1995
- -------------------------------------------------------------------------------
Except for the historical information contained herein, the matters discussed in
this Form 10-K includes forward-looking statements that involve risks and
uncertainties, including, but not limited to, quarterly fluctuations in results,
the management of growth, and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings. Actual results may differ
materially from management expectations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
None.
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, 1997 and 1996
Consolidated Statements of Operations for the years ended December 31,
1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995
Notes to Consolidated Financial Statements
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, 1997 and 1996, 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, 1997, 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, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand L.L.P.
Columbus, Ohio
February 27, 1998
10
<PAGE> 11
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1997 and 1996
<TABLE>
<CAPTION>
Assets 1997 1996
------ -------- --------
<S> <C> <C>
Current:
Cash $195,371 $138,711
Accounts receivable - trade 212,715 207,335
Estimated earnings in excess of billings on
uncompleted codification contracts (note 2) 135,335 120,057
Costs of uncompleted code supplements 26,579 39,161
Deferred taxes (note 7) 4,777 24,762
Other assets 1,957 2,287
-------- --------
Total current assets 576,734 532,313
Deferred taxes (note 7) 24,414 14,536
Property and equipment, net (notes 3 and 4) 57,197 58,312
Intangible asset, net of accumulated amortization of
$41,413 in 1997 and $37,272 in 1996 (note 1(f)) 124,241 128,382
-------- --------
$782,586 $733,543
======== ========
</TABLE>
(Continued)
11
<PAGE> 12
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
Liabilities and Shareholders' Equity 1997 1996
------------------------------------ ----------- -----------
<S> <C> <C>
Current liabilities:
Note payable - bank (note 4) $ 3,575 $ 3,575
Accounts payable 75,411 53,453
Accrued salaries, commissions and payroll taxes
payable 70,002 66,185
Accrued legal and professional 24,000 --
Billings in excess of estimated earnings on
uncompleted codification contracts (note 2) 24,878 16,626
Current portion of capital lease obligations (note 5) 5,639 5,130
Deferred revenue 10,555 --
----------- -----------
Total current liabilities 214,060 144,969
Capital lease obligations, less current portion (note 5) 2,002 7,641
Debenture payable (note 6) 50,000 50,000
----------- -----------
Total liabilities 266,062 202,610
----------- -----------
Commitments (note 5)
Series two serial redeemable preference stock, 500 shares
authorized, none issued (note 6) -- --
----------- -----------
Shareholders' Equity:
Serial preference stock, without par value: authorized
100,000 shares
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 871,286 871,286
Additional paid-in capital 785,619 788,739
Accumulated deficit (1,115,102) (1,099,943)
----------- -----------
541,803 560,082
Less: Treasury stock, at cost (97,996 common shares
at December 31, 1997 and 112,996 at December
31, 1996) (25,279) (29,149)
----------- -----------
Total shareholders' equity 516,524 530,933
----------- -----------
Total liabilities and shareholders equity $ 782,586 $ 733,543
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
12
<PAGE> 13
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
Years Ended December 31, 1997, 1996, and 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Sales $1,440,738 $1,505,952 $1,389,459
Cost of sales 773,756 817,434 815,399
---------- ---------- ----------
666,982 688,518 574,060
---------- ---------- ----------
Selling, general and administrative expenses:
Salaries and related costs 320,814 289,782 207,719
Professional fees 102,443 79,832 45,709
Other 242,507 212,517 171,489
---------- ---------- ----------
665,764 582,131 424,917
---------- ---------- ----------
Non-operating income (expense):
Interest expense (6,270) (9,740) (18,563)
Other income -- 29 922
---------- ---------- ----------
(6,270) (9,711) (17,641)
---------- ---------- ----------
Income (loss) before federal income
tax expense (5,052) 96,676 131,502
Federal income tax expense (note 7) 10,107 27,876 31,579
---------- ---------- ----------
Net income (loss) $ (15,159) $ 68,800 $ 99,923
========== ========== ==========
Net income (loss) per common share (note 8) $ (.01) $ .05 $ .07
========== ========== ==========
Net income (loss) per common share,
assuming dilution (note 8) $ (.01) $ .04 $ .06
========== ========== ==========
</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, 1997, 1996, and 1995
<TABLE>
<CAPTION>
Additional Total
Common paid-in Accumulated Treasury shareholders'
stock capital deficit stock equity
-------- ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C>
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
Net income -- -- 68,800 -- 68,800
Purchase of 20 treasury shares -- -- -- (6) (6)
-------- -------- ----------- -------- --------
Balance December 31, 1996 871,286 788,739 (1,099,943) (29,149) 530,933
Net income (loss) -- -- (15,159) -- (15,159)
Issuance of 15,000 treasury
shares -- (3,120) -- 3,870 750
-------- -------- ----------- -------- --------
Balance December 31, 1997 $871,286 $785,619 $(1,115,102) $(25,279) $516,524
======== ======== =========== ======== ========
</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, 1997, 1996 and 1995
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(15,159) $ 68,800 $ 99,923
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Net realized gain on disposal of
equipment -- (29) (800)
Depreciation and amortization 32,123 30,736 34,495
Deferred federal income tax expense 10,107 27,875 31,579
(Increase) decrease in accounts
receivable - trade (5,380) 109,117 (139,082)
(Increase) decrease in estimated earnings
in excess of billings on uncompleted
codification contracts (15,278) 34,150 (24,696)
(Increase) decrease in costs of uncompleted
code supplements 12,582 (11,500) 704
(Increase) decrease in other assets 330 (82) (137)
Increase (decrease) in accounts payable 21,958 (6,392) 17,821
Increase (decrease) in accrued salaries,
commissions and payroll taxes payable 3,817 3,201 (9,946)
Increase in accrued legal and professional 24,000 -- --
Increase (decrease) in billings in excess
of estimated earnings on uncompleted
codification contracts 8,252 (24,901) (39,214)
Increase in other liabilities 10,555 -- --
-------- -------- ---------
Net cash provided by (used in) operating
activities 87,907 230,975 (29,353)
-------- -------- ---------
Cash flows from investing activities:
Purchase of property and equipment (26,867) (20,953) (35,075)
Sale of equipment -- 120 800
-------- -------- ---------
Net cash used in investing activities (26,867) (20,833) (34,275)
-------- -------- ---------
</TABLE>
(Continued)
15
<PAGE> 16
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
1997 1996 1995
-------- --------- ---------
<S> <C> <C> <C>
Cash flows from financing activities:
Proceeds from note payable to bank $ -- $ 68,981 $ 203,585
Repayment of note payable to bank -- (149,000) (130,000)
Principal payments under capital lease
obligations (5,130) (18,200) (20,718)
Purchase of treasury shares -- (6) --
Issuance of treasury stock 750 -- 250
-------- --------- ---------
Net cash provided by (used in) financing
activities (4,380) (98,225) 53,117
-------- --------- ---------
Net increase (decrease) in cash 56,660 111,917 (10,511)
-------- --------- ---------
Cash at beginning of year 138,711 26,794 37,305
-------- --------- ---------
Cash at end of year $195,371 $ 138,711 $ 26,794
======== ========= =========
Supplemental cash flow disclosure:
Interest paid $ 6,720 $ 8,465 $ 18,562
======== ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
16
<PAGE> 17
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
December 31, 1997, 1996, and 1995
(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 a few 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
--------------------
The Company 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) Earnings Per Share
------------------
Effective December 31, 1997, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share." The statement specified the computation, presentation
and disclosure requirements for earnings per share for
entities with publicly held common stock, and required
restatement of all prior period earnings per share data
presented. The impact of the statement on the company's
earnings per share was not material.
Net income per common share is presented in two prescribed
methods. Net Income Per Common Share is calculated by
dividing net income available to common stockholders by the
weighed-average number of common shares outstanding. Net
Income Per common Share-Assuming Dilution is calculated by
dividing net income available to common stockholders by the
weighted-average number of common shares outstanding adjusted
for any dilutive potential common shares for the period.
(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 1996, the Company adopted 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. The adoption of
this statement did not 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
---------------------
Revenues earned on uncompleted codification contracts were $512,671 and
$438,776 and billings to date on those contracts were $402,214 and
$335,345 at December 31, 1997 and 1996, respectively. The excess of
billings 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:
1997 1995
--------- ---------
Machinery and equipment $ 164,860 $ 137,992
Furniture and fixtures 6,897 6,897
Capital lease equipment 24,491 24,491
--------- ---------
196,248 169,380
Less: accumulated depreciation and
amortization (139,051) (111,068)
--------- ---------
$ 57,197 $ 58,312
========= =========
(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 April 30, 1998. The Company had an outstanding balance of $3,575
at December 31, 1997 and December 31, 1996 under this arrangement.
Advances under the revolving credit line bear interest payable
quarterly at the lending bank's prime rate (8.50% at December 31,
1997).
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.
(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 1997, 1996
and 1995.
ALP Corporation occupies space under an operating lease which will
expire July 31, 1998. It is also a party to capital leases for
equipment.
The following is a schedule of ALP Corporation's future minimum lease
payments for capital and operating leases as of December 31, 1997.
Capital Operating
Year ending lease leases
----------- ------- ---------
1998 $6,124 $28,153
1999 2,040 --
------ -------
Total minimum lease payments 8,164 $28,153
=======
Less: Amount representing interest 523
------
Present value of net minimum
lease payments 7,641
Less: Current installments of
obligations under capital lease 5,639
Long-term obligation under capital
lease $2,002
======
19
<PAGE> 20
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
Total rental expenses under operating leases were $60,374, $61,313, and
$58,751 in 1997, 1996 and 1995, respectively. Included in accumulated
depreciation and amortization is $18,350 and $15,453 of accumulated
amortization applicable to capital lease equipment at December 31,
1997 and 1996, 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.
(7) Federal Income Taxes
--------------------
Deferred income taxes for 1997 and 1996 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:
1997 1996
-------- --------
Deferred tax asset:
Tax operating loss carryforwards $ 68,504 $ 79,605
Deferred tax liability:
Intangible asset (29,818) (30,812)
-------- --------
Net deferred tax asset 38,686 48,793
Valuation allowance (9,495) (9,495)
-------- --------
29,191 39,298
Less current portion (4,777) (24,762)
-------- --------
Non-current deferred tax asset $ 24,414 $ 14,536
======== ========
As of December 31, 1997, the Company has net operating loss ("NOL")
carryforwards of approximately $279,000 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.
20
<PAGE> 21
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes to Consolidated Financial Statements, Continued
The provision for Federal income taxes at December 31, consists of the
following:
<TABLE>
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Deferred, amortization of intangible
asset $ (994) $ (994) $ (994)
Utilization of NOL 117 22,815 32,573
Expiration of unutilized NOL 10,984 6,055 --
------- ------- -------
Total deferred 10,107 27,876 31,579
------- ------- -------
Federal income tax expense $10,107 $27,876 $31,579
======= ======= =======
</TABLE>
For 1997, 1996 and 1995, 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:
1997 1996 1995
------- ------- --------
Expected tax $(1,718) $32,870 $ 44,711
Officers life insurance 292 272 305
Meals and entertainment 1,591 1,379 --
Graduated rate differential 9,942 (6,645) (13,437)
------- ------- --------
Federal income tax expense $10,107 $27,876 $ 31,579
======= ======= ========
(8) Supplemental Disclosure for Earnings Per Share
----------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995
-----------------------------------------
<S> <C> <C> <C>
Net income (loss) $ (15,159) $ 68,800 $ 99,923
---------- ---------- ----------
Income (loss) available to common
stockholders, assuming dilution $ (15,159) $ 68,800 $ 99,923
---------- ---------- ----------
Weighted average common shares outstanding 1,336,165 1,321,219 1,319,842
Adjustments for dilutive securities:
Conversion of preferred shares 345,000 345,000 345,000
---------- ---------- ----------
Diluted common shares 1,681,165 1,666,219 1,664,842
========== ========== ==========
Net income per common share $ (.01) $ .05 $ .07
Net income per common share, assuming
dilution $ (.01) $ .04 $ .06
</TABLE>
(9) Litigation
----------
Two discrimination charges were filed by an employee against ALP
Corporation with the Federal Equal Employment Opportunity Commission
("EEOC"). In the first charge, filed on June 21, 1996, the employee
alleged discrimination in pay on the basis of age, sex and disability.
The employee also alleged denial of accommodation for alleged
disabilities and oral intimidation and harassment in retaliation for
the employee's internal complaints. In the second
21
<PAGE> 22
discrimination charge, filed on November 21, 1996, the employee
claimed the company has retaliated against the employee for pursuing
the first charge. ALP Corporation has submitted responses to both
discrimination charges. No determination has been made as yet by the
EEOC on either charge.
On or about January 27, 1997, a tort claim was filed on behalf of the
same employee of ALP Corporation, in the Court of Common Pleas,
Hamilton County, Ohio. The Complaint alleges that the employee's
supervisors are guilty of "intentional or negligent infliction of
emotional distress" by their "verbal and emotional abuse" of the
employee. On October 28, 1997, the Company and claimant reached an
agreement to settle all claims for $24,000 to avoid expense and
disruption of protracted litigation. Accordingly, the Company has
recorded a charge of $24,000 for this settlement.
(10) Adoption of New Accounting Standards
------------------------------------
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." Under SFAS No. 130, enterprises that provide a full set of
financial statements that report financial position, results of
operations and cash flows should also include a Statement of
Comprehensive Income for fiscal years beginning after December 15,
1997, with earlier adoption permitted. The Company intends to adopt
SFAS No. 130 in 1998.
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
--------------------------------------------------
Originally
elected to
Name Age Position office
- ---- --- -------- ------
Si Sokol 70 Chairman and Director 1972
President 1980
James Davis 63 Director 1981
David White 61 Director 1981
John Sokol 35 Director 1990
Daniel Harkins 68 Director 1996
Steve Wolf 46 President American Legal 1988
Publishing, Inc.
Sally Cress 43 Treasurer 1985
Secretary 1985
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.
22
<PAGE> 23
Item 10. Directors and Executive Officers of the Registrant (continued)
--------------------------------------------------------------
James 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.
John Sokol, age 35, son of Si Sokol, was elected Executive Vice President of
Bancinsurance Corporation and Ohio Indemnity Company in 1996. He was Vice
President of Bancinsurance and Ohio Indemnity from 1993 to 1996. Prior to that
time, he served as an officer for what is now The Chase Bank of New York
(formally Manufacturers Hanover and Chemical Bank) from 1989 to 1993. Mr. Sokol
became a Director of Bancinsurance Corporation and Ohio Indemnity Company in
1990. He became Chairman of Title Research Corporation in 1997. He also serves
on the Board of Trustees of the Central Ohio Transit Authority (COTA). He holds
a B.A. degree in Economics from Denison University and a M.B.A. in Finance from
Vanderbilt University.
Daniel Harkins is a private investor. He also serves as a Director of Ohio
Indemnity Company and Bancinsurance Corporation. Prior to 1987, Mr. Harkins was
the owner and president of Ace Beverage Distributing Company. From 1973 to 1978,
he served as General Sales Manager and International Sales Manager for several
divisions of Ashland Chemical Co., and from 1978 to 1980, he served as a
consultant for A.T. Kearney Inc., a management consulting firm.
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 Council person from 1984 to 1985, as Mayor from
1988 to 1995 and again as Law Director from 1996 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) Beneficial Ownership Reporting Compliance
- -------------------------------------------------------
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 1997, all filing requirements were complied with.
23
<PAGE> 24
Item 11. Executive Compensation
----------------------
The table below shows the cash compensation paid or accrued by the Registrant
during the fiscal years ended December 31, 1997, 1996 and 1995, respectively, to
the Chief Executive Officer of the Registrant. During the fiscal year ended
December 31, 1997, 1996 and 1995, respectively, no other executive officer
received cash compensation in excess of $100,000 (based on salary and bonus).
SUMMARY COMPENSATION TABLE
(a) (b) (i)
Name and Principal All Other
Position Year Compensation($)(1)
- -------------------------------------------------------------
SI SOKOL
Chairman, President 1997 10,800
Chief Executive
Officer 1996 10,600
1995 10,600
- ------------------
(1) This amount includes $10,000 in consulting fees paid to Mr. Sokol.
Additionally, $800, $600 and $600 in directors fees were paid to Mr. Si
Sokol during 1997, 1996 and 1995, respectively. Mr. Sokol did not
receive any other compensation from the Registrant.
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%. The total cost of the matching contribution
was $15,429 for the year ended December 31, 1997.
Compensation of Directors:
The Registrant pays each director a fee of $250 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, 1997:
Number of Shares Percent
Name of Beneficial Beneficially of
Owner Owned (1) Class
- ------------------ ---------------- -------
James R. Davis 2,000 0.2%
Director
20 East Broad Street
Columbus, Ohio 43215
24
<PAGE> 25
Daniel D. Harkins 0 0.0%
Director
20 East Broad Street
Columbus, Ohio 43215
David White 25,000 1.9%
Director
20 East Broad Street
Columbus, Ohio 43215
John S. Sokol 74,250 (2) 5.6%
Director
20 East Broad Street
Columbus, Ohio 43215
Barbara Sokol 726,773 (2) 54.4%
20 East Broad Street
Columbus, Ohio 43215
Si Sokol 726,773 (2) 54.4%
Chairman and President
20 East Broad Street
Columbus, Ohio 43215
All Directors and Officers 778,023 58.2%
as a group (six persons)
(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) Includes 300,300 shares owned by Barbara Sokol, of which 150,000 shares
are owned by her a trustee for her children, including 50,000 shares as
trustee for John Sokol, and 426,473 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.
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).
25
<PAGE> 26
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 (reference is made to Exhibit 21
of Form 10-K for the fiscal year ended December 31, 1996 (file
number 0-8254), which is incorporated herein by reference).
27 Financial Data Schedule.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------
(Continued)
-----------
(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, 1997.
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)
3/15/98 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>
<S> <C> <C> <C>
3/15/98 Si Sokol 3/15/98 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
3/15/98 David J. White 3/15/98 Daniel D. Harkins
- --------- --------------------------- --------- ---------------------------
DATE David J. White DATE Daniel D. Harkins
Director Director
3/15/98 James R. Davis 3/15/98 John Sokol
- --------- --------------------------- --------- ---------------------------
DATE James R. Davis DATE John Sokol
Director Director
</TABLE>
27
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 195,371
<SECURITIES> 0
<RECEIVABLES> 212,715
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 576,734
<PP&E> 196,248
<DEPRECIATION> 139,051
<TOTAL-ASSETS> 782,586
<CURRENT-LIABILITIES> 214,060
<BONDS> 0
0
0
<COMMON> 871,286
<OTHER-SE> (354,762)
<TOTAL-LIABILITY-AND-EQUITY> 782,586
<SALES> 1,440,738
<TOTAL-REVENUES> 1,440,738
<CGS> 773,756
<TOTAL-COSTS> 665,764
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,270
<INCOME-PRETAX> (5,052)
<INCOME-TAX> 10,107
<INCOME-CONTINUING> (15,159)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,159)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 138,711
<SECURITIES> 0
<RECEIVABLES> 207,335
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