<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1999 Commission File Number 0-8254
---------------------------- -------------------------------
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
----------------
None
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at September 30, 1999
- ------------------------------- -------------------------------------
Common stock, without par value 1,713,706
<PAGE> 2
WESTFORD GROUP, INC.
AND SUBSIDIARY
INDEX
-----
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets as of September
30, 1999 (unaudited) and December 31, 1998 3
Consolidated Statements of Operations for the three months
and nine months ended September 30, 1999 and 1998 (unaudited) 5
Consolidated Statements of Cash Flows for the
nine months ended September 30, 1999 and 1998 (unaudited) 6
Notes to Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk Not Applicable
PART II - OTHER INFORMATION AND SIGNATURES:
Item 1. Legal Proceedings Not Applicable
Item 2. Changes in Securities and Use of Proceeds Not Applicable
Item 3. Default upon Senior Securities Not Applicable
Item 4. Submission of Matter to a Vote
of Security Holders Not Applicable
Item 5. Other Information Not Applicable
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30, December 31,
Assets 1999 1998
- ------ ---------------- ----------------
(Unaudited)
<S> <C> <C>
Current:
Cash $ 358,702 $ 400,983
Accounts receivable - trade, net 320,277 260,340
Estimated earning in excess of billings on
uncompleted codification contracts 178,612 135,364
Costs of uncompleted code supplements 26,814 13,331
Other assets 9,073 5,853
---------------- ----------------
Total current assets 893,478 815,871
Property and equipment, net 87,766 42,571
Intangible asset, net of accumulated amortization of
$48,661 in 1999 and $45,555 in 1998 116,994 120,100
---------------- ----------------
Total assets $ 1,098,238 $ 978,542
================ ================
</TABLE>
(Continued)
3
<PAGE> 4
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Balance Sheets, Continued
<TABLE>
<CAPTION>
September 30, December 31,
Liabilities and Shareholders' Equity 1999 1998
- ------------------------------------ ---------------- ----------------
(Unaudited)
<S> <C> <C>
Current Liabilities:
Accounts payable $ 55,667 $ 95,557
Accrued salaries, commissions and payroll taxes
payable 177,846 102,577
Accrued legal and professional 12,559 6,845
Billings in excess of costs and estimated earnings on
uncompleted codification contracts 67,875 39,142
Current portion of capital lease obligations -- 2,002
Deferred taxes 10,742 3,293
Deferred revenue -- 15,323
Other accrued liabilities 44,348 8,352
---------------- ----------------
Total current liabilities 369,037 273,091
Debenture payable -- 50,000
---------------- ----------------
Total liabilities 369,037 323,091
---------------- ----------------
Commitments
Series two serial redeemable preference stock, 500
shares authorized; none issued -- --
---------------- ----------------
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; 1,779,202 shares issued 921,286 871,286
Additional paid-in capital 782,360 782,499
Accumulated deficit (957,549) (976,925)
---------------- ----------------
746,097 676,860
Less: Treasury stock, at cost (65,496 common shares
at September 30, 1999 and 82,996 at December
31, 1998) (16,896) (21,409)
---------------- ----------------
Total shareholders' equity 729,201 655,451
---------------- ----------------
Total liabilities and shareholders' equity $ 1,098,238 $ 978,542
================ ================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales $ 435,387 $ 445,440 $1,456,273 $1,335,680
Cost of sales 233,046 183,539 732,953 613,368
---------- ---------- ---------- ----------
202,341 261,901 723,320 722,312
---------- ---------- ---------- ----------
Selling, general and administrative expenses:
Salaries and related costs 86,175 71,115 270,939 215,888
Professional fees 92,694 42,817 177,589 102,416
Other 72,641 44,235 244,596 170,937
---------- ---------- ---------- ----------
251,510 158,167 693,124 489,241
---------- ---------- ---------- ----------
Non-operating expense:
Interest expense 833 1,354 3,372 4,317
---------- ---------- ---------- ----------
Income (loss) before federal income
tax expense (benefit) (50,002) 102,380 26,824 228,754
Federal income tax expense (benefit) (11,680) 24,852 7,449 55,592
---------- ---------- ---------- ----------
Net income $ (38,322) $ 77,528 $ 19,375 $ 173,162
========== ========== ========== ==========
Net income per common share $ (.03) $ .06 $ .01 $ .13
========== ========== ========== ==========
Net income per common share, assuming
dilution $ (.02) $ .04 $ .01 $ .10
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
WESTFORD GROUP, INC.
AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 19,375 $ 173,162
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 29,116 21,301
Deferred federal income tax expense 7,449 55,592
Employee stock awards 4,375 750
Increase in accounts receivable - trade (59,937) (136,888)
Increase in costs and estimated earnings in excess of
billings on uncompleted codification contracts (43,248) (2,188)
(Increase) decrease in costs of uncompleted code
supplements (13,483) 19,856
Increase in other assets (3,220) (5,079)
Increase (decrease) in accounts payable (39,890) 15,991
(Increase) decrease in accrued salaries, commissions,
and payroll taxes payable 75,269 (9,037)
(Increase) decrease in accrued legal and professional 5,714 (16,300)
Increase in billings in excess of costs
and estimated earnings on uncompleted codification
contracts 28,733 16,079
Decrease in deferred revenue (15,323) (9,065)
Increase in other accrued liabilities 35,996 --
---------- ----------
Net cash provided by operating activities 30,926 124,174
---------- ----------
Cash flows used in investing activities:
Purchase of property and equipment (71,205) (10,374)
---------- ----------
Net cash used in investing activities (71,205) (10,374)
---------- ----------
Cash flows used in financing activities:
Principal payments under capital lease obligations (2,002) (4,179)
Repayment of note payable to bank -- (3,575)
---------- ----------
Net cash used in financing activities (2,002) (7,754)
---------- ----------
Net increase (decrease) in cash (42,281) 106,046
Cash at December 31 400,983 195,371
---------- ----------
Cash at September 30 $ 358,702 $ 301,417
========== ==========
Supplemental cash flow disclosure:
Interest paid $ 3,372 $ 4,317
========== ==========
Supplemental schedule of noncash financing activities:
Common stock issued in debenture conversion $ 50,000 $ --
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes To Consolidated Financial Statements (Unaudited)
1. The Consolidated Balance Sheets as of September 30, 1999, the Consolidated
Statements of Income for the three months and nine months ended September 30,
1999 and 1998, and the Consolidated Statements of Cash Flows for the nine months
then ended have been prepared by Westford Group, Inc. (the "Company") without an
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flow at September 30, 1999 and for all periods
presented have been made.
2. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these unaudited Consolidated Financial
Statements be read in conjunction with the financial statements and notes
thereto included in the Company's Form 10-K for the year ended December 31,
1998. The results of operations for the period ended September 30, 1999 are not
necessarily indicative of the results of operations for the full year.
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.
3. Supplemental Disclosure For Earnings Per Share
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income (loss) $ (38,322) $ 77,528 $ 19,375 $ 173,162
----------- ----------- ----------- -----------
Income available to common
stockholders, assuming
dilution $ (38,322) $ 77,528 $ 19,375 $ 173,162
----------- ----------- ----------- -----------
Weighted average common
shares outstanding 1,488,706 1,351,206 1,408,376 1,351,206
Adjustments for dilutive
securities:
Dilutive effect of
outstanding options 225,000 345,000 304,561 345,000
----------- ----------- ----------- -----------
Diluted common shares 1,713,706 1,696,206 1,712,937 1,696,206
=========== =========== =========== ===========
Net income per common share $ (.03) $ .06 $ .01 $ .13
Net income per common share,
assuming dilution $ (.02) $ .04 $ .01 $ .10
</TABLE>
4. On August 7, 1992, a $50,000 convertible debenture was issued by the Company
to Bancinsurance Corporation, ("Bancinsurance"), an affiliate of the Company
through a common officer and principal shareholder. On December 1, 1995, a
resolution was adopted by the Company to renew the debenture. On August 30,
1999, Bancinsurance exercised their conversion for 345,000 shares of common
stock of the Company.
5. Subsequent Events. On July 19, 1999, the Company entered into an Agreement
and Plan of Merger with Bancinsurance Corporation, an Ohio corporation
("Bancinsurance"), and Bancinsurance Acquisitions, Inc., an Ohio corporation and
a wholly-owned subsidiary of Bancinsurance ("Acquisitions"), whereby the Company
will be merged with and into Acquisitions, with Acquisitions being the surviving
entity as a wholly-owned subsidiary
7
<PAGE> 8
WESTFORD GROUP, INC.
AND SUBSIDIARY
Notes To Consolidated Financial Statement (Unaudited)
(Continued)
of Bancinsurance under the name of Westford Group, Inc. (the "Merger"). If the
Merger is consummated, the shareholders of the Company will be entitled to
receive cash in the amount of $0.70 per share of common stock, without par
value, of the Company. The Merger is contingent upon approval by the holders of
a majority of the shares of the Company's outstanding common stock, among other
things.
8
<PAGE> 9
Item 2. 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
-------------------------------------
Nine Months Ended September 30,
-------------------------------------
1998-99
-------------------------------------
Amount % Change
--------- ---------
<S> <C> <C>
Sales $ 120,593 9.0%
Cost of sales 119,585 19.5%
Selling, general and administrative
expenses 203,883 41.7%
</TABLE>
The Company's business is principally carried on through American Legal
Publishing Corporation ("ALP Corporation"), a consolidated subsidiary. ALP
Corporation's sales increased 9.0% during the first nine months of 1999 as
compared to the first nine months of 1998 and decreased 2.3% during the three
months ended September 30, 1999 as compared to the three months ended September
30, 1998. Codification revenue of $407,349 increased 39.8% during the first nine
months of 1999 as compared to $291,333 during the first nine months of 1998 and
increased 35.3% during the three months ended September 30, 1999 as compared to
the three months ended September 30, 1998 benefitting from a focus on new growth
areas, principally California and Texas. Sales responsibilities were shifted
among existing personnel and the Company was successful in contracting new work
in these states. The Company's subscription services provided to governmental
and emerging private industry markets marginally decreased from $286,470 during
the nine months ended September 30, 1998 to $282,606 for the nine months ended
September 30, 1999. Subscription services decreased 20.5% for the three months
ended September 30, 1999 as compared with the three months ended September 30,
1998 due to fewer sales of search and retrieval software products.
Supplementation services on existing codes of ordinance remained relatively
constant from $757,877 for the nine months ended September 30, 1998 as compared
to $766,317 for the nine months ended September 30, 1999 and decreased 7.4% for
the three months ended September 30, 1998 compared to the three months ended
September 30, 1999 due to longer than anticipated review periods of draft
manuscripts, therefore resulting in delayed supplementations. Cost of sales
increased 19.5% from $613,368 in the nine months ended September 30, 1998 as
compared to $732,953 for the nine months ended September 30, 1999 and increased
27.0% for the three months ended September 30, 1999 as compared with the three
months ended September 30, 1998 primarily due to increases in production
salaries and insurance. The addition of several new employees was the largest
factor in increases to administrative salaries. Many employees have both
administrative and production responsibilities and their percentages in each
area often vary throughout the year. Pay raises were within usual parameters.
Selling, general and administrative expenses increased 41.7% from $489,241 for
the nine months ended September 30, 1998 to $693,124 for the nine months ended
September 30, 1999 and increased $186,686 for the three months ended September
30, 1999 as compared with the three months ended September 30, 1998 primarily
due to increases in administrative salaries, consulting and shareholder expense
and legal fees. The executive offices of the Company are shared with
consolidated subsidiaries and other affiliated entities. Rental, equipment and
bookkeeping expenses are allocated among them pursuant to management fee
arrangements. The pre-existing management fee agreement with an affiliate was
amended January 1, 1999 which will result in a $4,265 increase in selling,
general and administrative expenses in the three months ended September 30, 1999
as compared with the three months ended September 30, 1998 and a $12,795
increase in selling, general and administrative expenses for the nine months
ended September 30, 1999 as compared to the nine months ended September 30,
1998.
LIQUIDITY AND CAPITAL COMMITMENTS
Although it is impossible to estimate accurately the future cash flow from the
operations of the Company's codification business, management believes the
Company's effective capital costs may increase. All of the capital expenditures
for 1999 were funded from the Company's cash flow from operations. Equipment
additions in 1999 approximated $70,000 and were funded from the Company's cash
flow from operations. Management does not know of any trends, events or
uncertainties that will have or that are reasonably likely to have a material
effect on the Company's liquidity, capital resources or results of operations.
9
<PAGE> 10
WESTFORD GROUP, INC.
AND SUBSIDIARY
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
INTANGIBLE ASSET
The excess of net assets acquired in a business combination over the purchase
price of approximately $165,000 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.
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 Company utilizes management information systems and software technology that
may be affected by Year 2000 issues throughout its business. During fiscal 1997,
the Company began to implement plans at both of its locations to ensure those
systems continue to meet its internal and external requirements. During fiscal
1997, the Company's Corporate office completed the installation and testing of
its internal financial systems which are Year 2000 compliant. The Corporate
office utilizes the latest version of Year 2000 compliant Platinum SQL software
for its internal financial system. All of ALP Corporation's Folio products are
Year 2000 compliant. During the fourth quarter of 1998, ALP Corporation
purchased the network enhancement package which contained Year 2000 compliance
patches. All phases were completed during the third quarter of 1999. The Company
has completed the assessment and strategy phases for applications, operating
systems and hardware. All production tracking and invoicing network systems are
compliant. The Company has a MCSE (Microsoft Certified Systems Engineer) on
staff to review the impact of its Year 2000 risks. Continuing evaluation by our
MCSE in developing contingency plans are on-going. The cost of making these
adaptations was not material and was expensed in the period incurred.
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.
FORWARD-LOOKING INFORMATION
Statements in the preceding discussion that indicate the Company's or
management's intentions, hopes, beliefs, expectations or predictions of the
future are forward-looking statements. Additional information concerning factors
that could cause actual results to differ materially from those suggested in the
forward-looking statements is continued under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998 filed
with the Securities and Exchange Commission, as the same may be amended from
time to time.
Forward-looking statements are not guarantees for performance. They involve
risks, uncertainties and assumptions. The future results and shareholder values
of the Company may differ materially from those expressed in these
forward-looking statements. Many factors that will determine these results and
values are beyond the Company's ability to control or predict. Shareholders are
cautioned not to put undue reliance on forward-looking statements. In addition,
the Company does not have an intention or obligation to update forward-looking
statements after the date hereof, even if new information, future events, or
other circumstances have made them incorrect or misleading. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
10
<PAGE> 11
WESTFORD GROUP, INC.
AND SUBSIDIARY
PART II - OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Item 27 Financial Data Schedule
(b) REPORTS ON FORM 8-K
A Form 8-K was filed by the Company as of July 19, 1999 (Item
5 and 7).
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTFORD GROUP, INC.
-----------------------------
(Registrant)
Date: November 4, 1999 By: /s/ Si Sokol
----------------------------- -----------------------------
Si Sokol
President and
Chairman of Board of Directors
(Principal Executive Officer)
Date: November 4, 1999 By: /s/ Sally Cress
----------------------------- ---------------------------------
Sally Cress
Treasurer and Secretary
(Principal Financial and Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 358,702
<SECURITIES> 0
<RECEIVABLES> 321,549
<ALLOWANCES> 1,272
<INVENTORY> 0
<CURRENT-ASSETS> 893,478
<PP&E> 278,195
<DEPRECIATION> 190,429
<TOTAL-ASSETS> 1,098,238
<CURRENT-LIABILITIES> 369,037
<BONDS> 0
0
0
<COMMON> 921,286
<OTHER-SE> (192,085)
<TOTAL-LIABILITY-AND-EQUITY> 1,098,238
<SALES> 1,456,273
<TOTAL-REVENUES> 1,456,273
<CGS> 732,953
<TOTAL-COSTS> 1,426,077
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,372
<INCOME-PRETAX> 26,824
<INCOME-TAX> 7,449
<INCOME-CONTINUING> 19,375
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,375
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
