<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File Number 1-4923
WESTMINSTER CAPITAL, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2157201
- ------------------------------- ----------
(State or other jurisdiction of (IRS. Employer Identification No.)
incorporation or organization)
9665 Wilshire Boulevard, Suite M-10, Beverly Hills, CA 90212
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
310 278-1930
------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(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 12 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.
X Yes No
- --- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date 7,834,607
---------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF JUNE 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1997 DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 1,275,000 $ 2,310,000
Securities available for sale, at market 21,307,000 24,162,000
Loans receivable, net 8,179,000 4,636,000
Accounts receivable 242,000 225,000
Income tax refunds receivable 1,954,000 1,954,000
Less: allowance for doubtful receivable (1,954,000) (1,954,000)
--------------------------------
Income tax refunds receivable, net -- --
Accrued interest receivable 460,000 422,000
Telephone systems, net 957,000 1,080,000
Office furniture and equipment, net 42,000 48,000
Goodwill, net 188,000 278,000
Other assets 4,000 51,000
--------------------------------
TOTAL ASSETS $ 32,654,000 $ 33,212,000
--------------------------------
--------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $ 33,000 $ 77,000
Accrued expenses 67,000 56,000
Due to broker -- 1,200,000
Income taxes 6,398,000 6,058,000
Minority interest in limited partnership 306,000 354,000
--------------------------------
TOTAL LIABILITIES 6,804,000 7,745,000
--------------------------------
SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares
authorized: 7,835,000 shares issued and
outstanding in 1997 and 1996 7,835,000 7,835,000
Capital in excess of par value 55,943,000 55,943,000
Accumulated deficit (38,561,000) (39,194,000)
Unrealized holding gains on securities
available for sale, net of taxes 633,000 883,000
--------------------------------
TOTAL SHAREHOLDERS' EQUITY 25,850,000 25,467,000
--------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 32,654,000 $ 33,212,000
--------------------------------
--------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Six Months Six Months Three Months Three Months
REVENUES: Ended 6/30/97 Ended 6/30/96 Ended 6/30/97 Ended 6/30/96
- --------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest on loans $ 576,000 $ 819,000 $ 325,000 $ 481,000
Interest on securities available for
sale and money market funds 484,000 434,000 227,000 199,000
Financing fees 200,000 46,000 -- --
Gain (loss) on sale of securities
available for sale 18,000 2,000 (108,000) 16,000
Lawsuit settlement, net 522,000 813,000 -- 117,000
Telephone system revenue 737,000 848,000 376,000 440,000
Loss from equity investment (122,000) -- (51,000) --
Other 97,000 5,000 62,000 3,000
------------------------------------------------------------------
Total Revenues 2,512,000 2,967,000 831,000 1,256,000
------------------------------------------------------------------
EXPENSES:
- ---------
Telephone time charges 371,000 375,000 194,000 183,000
Other telephone system charges 308,000 309,000 164,000 152,000
General and administrative 741,000 701,000 336,000 336,000
------------------------------------------------------------------
Total Expenses 1,420,000 1,385,000 694,000 671,000
------------------------------------------------------------------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST 1,092,000 1,582,000 137,000 585,000
INCOME TAX PROVISION (445,000) (506,000) (55,000) (166,000)
MINORITY INTEREST IN INCOME
OF CONSOLIDATED PARTNERSHIP (14,000) (43,000) (4,000) (25,000)
------------------------------------------------------------------
NET INCOME $ 633,000 $ 1,033,000 $ 78,000 $ 394,000
------------------------------------------------------------------
------------------------------------------------------------------
Net income per common share:
Primary $ .08 $ .13 $ .01 $ .05
Fully Diluted .08 .13 .01 .05
------------------------------------------------------------------
------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED 6/30/97 ENDED 6/30/96
------------- -------------
CASH FLOWS/OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 633,000 $ 1,033,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, amortization, and accretion, net (40,000) 93,000
Decrease (increase) in accounts receivable (17,000) (27,000)
Decrease (increase) in accrued interest receivable (38,000) (55,000)
Loss (gain) on sale of securities available for sale (218,000) (2,000)
Loss from equity investment 122,000 --
Net change in income taxes 507,000 631,000
Net change in other assets 1,000 (1,000)
Net change in accounts payable (44,000) (101,000)
Net change in accrued expenses 11,000 42,000
Net change in minority interest (48,000) (60,000)
--------------------------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 869,000 1,553,000
--------------------------------
CASH FLOWS/INVESTING ACTIVITIES:
Purchase of investment securities (27,237,000) (8,386,000)
Proceeds from maturities of investment securities 16,501,000 2,010,000
Proceeds from sales of investment securities 13,411,000 4,991,000
Loan originations and purchases (5,019,000) (2,500,000)
Principal collected on loans receivable 1,640,000 2,413,000
Net change in due to broker (1,200,000) --
--------------------------------
NET CASH USED BY INVESTING ACTIVITIES (1,904,000) (1,472,000)
--------------------------------
NET CHANGE IN CASH AND CASH
EQUIVALENTS (1,035,000) 81,000
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 2,310,000 1,715,000
--------------------------------
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 1,275,000 $ 1,796,000
--------------------------------
--------------------------------
Supplemental schedule of non cash investing and financing
activities:
Tax effect of reduced unrealized gain
on securities available for sale $ (167,000) $ (46,000)
--------------------------------
--------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements of Westminster Capital, Inc. and consolidated entities
(the "Company") prepared from the Company's books and records, contain all
adjustments (consisting of only normal recurring accruals) necessary for a
fair presentation of the Company's financial condition as of June 30, 1997
and December 31, 1996, and the results of operations and statements of cash
flows for the periods ended June 30, 1997 and 1996.
The consolidated financial statements include the accounts of Westminster
Capital, Inc., its wholly owned subsidiaries and a greater than 50%
interest in a limited partnership, Global Telecommunications Systems, LTD
("Global Telecommunications").
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and therefore do
not include all information and footnotes necessary to present the
financial position, results of operations and statements of cash flows in
conformity with generally accepted accounting principles. The following
material under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" is written with the
presumption that the users of the interim financial statements have read or
have access to the most recent report on Form 10-K which contains the
latest audited consolidated financial statements and notes thereto,
together with Management's Discussion and Analysis of Financial Condition
and Results of Operations as of December 31, 1996 and for the year then
ended.
2. SECURITIES AVAILABLE FOR SALE
Securities available for sale are carried at estimated fair value. The
amortized cost and estimated fair value of securities available for sale at
June 30, 1997 and December 31, 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Estimated
Amortized Cost Gains Losses Fair Value
-----------------------------------------------------------
<S> <C> <C> <C> <C>
June 30, 1997:
U.S. Treasury and Agency
Securities $ 15,412 $ 20 $ -- $ 15,432
Equity and Debt Securities 3,055 658 24 3,689
Investments in Limited
Partnerships which invest
in Securities 1,785 401 -- 2,186
-----------------------------------------------------------
Total $ 20,252 $ 1,079 $ 24 $ 21,307
-----------------------------------------------------------
-----------------------------------------------------------
December 31,1996:
U.S. Treasury and Agency
Securities $ 16,723 $ 35 -- $ 16,758
Equity and Debt Securities 4,307 1,322 -- 5,629
5
<PAGE>
Investments in Limited
Partnerships which invest
in Securities 1,660 115 -- 1,775
-----------------------------------------------------------
Total $ 22,690 $ 1,472 $ -- $ 24,162
-----------------------------------------------------------
-----------------------------------------------------------
</TABLE>
U.S. Treasury and Agency Securities at December 31, 1996 were pledged
against the Company's line of credit. The Company elected not to renew the
line of credit upon its expiration on April 15, 1997.
Maturities of securities available for sale were as follows at June 30,
1997 (in thousands):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
---------- ---------
<S> <C> <C>
Due after one year through
five years $ 18,169 $ 18,882
Equity securities 2,083 2,425
---------- ---------
$ 20,252 $ 21,307
---------- ---------
---------- ---------
</TABLE>
All of the investments in limited partnerships which invest in securities
are classified in the due after one year through five years category as
they have redemption rights exercisable by the Company.
Gross unrealized gains include the value ascribed to warrants which have a
readily determinable value, whether detached or attached to securities.
3. INCOME TAXES
In 1994 the Company received a letter from the Franchise Tax Board stating
its audit findings with respect to the Company's refund claim for
approximately $3.9 million (including accrued interest of $1.2 million).
Those audit findings propose to deny the refund claim. The Company has
filed a protest with the California Franchise Tax Board which sets forth
its position with respect to the refund claims. While the Company remains
convinced that it will eventually recover all or a substantial portion of
its refund claim, in 1992 the Company established a valuation allowance of
50%, adjusting the carrying value of this asset to $1,954,000, which
reflects the uncertainties attributable to the California Franchise Tax
Board's position. Due to continuing uncertainties and the length of time
it will take to resolve this matter, management established a provision for
unresolved tax issues of an additional $1,954,000 during the fourth quarter
of 1994.
4. EARNINGS PER SHARE
The Company has outstanding certain employee stock options which have been
determined to be common stock equivalents for purposes of computing
earnings per share. During the six months ended June 30, 1997 and 1996,
the market price of the Company's common stock exceeded the exercise price
of certain of these common stock equivalents. Under the treasury stock
method of computing earnings per share, the weighted average number of
shares of common stock and common stock equivalents outstanding for the
quarter ended June 30, 1997 was 7,857,000 for primary earnings per share
and 7,873,000 for fully diluted earnings per share. For the six months
ended June 30, 1997, the number of shares was 7,869,000 for primary
earnings per share and 7,880,000 for fully diluted earnings per share. For
both the quarter and the six months ended June 30, 1996, the number of
shares was 7,845,000 for primary earnings per share and 7,848,000 for fully
diluted earnings per share.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
To the extent any of the statements contained herein contain forward
looking statements, such statements are based on current expectations that
involve a number of uncertainties and risks that could cause actual results to
differ materially from those projected in the forward looking statements,
including uncertainties concerning future recoveries from lawsuit settlements of
which the Company is a beneficiary or the Company's ability to originate loans
in the future with returns to the Company comparable to those previously
originated.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
Revenues for the three months ended June 30, 1997 were $831,000 compared to
$1,256,000 for the three months ended June 30, 1996. The decline in revenues
resulted principally from a decrease in interest on loans of $156,000, a loss
of $108,000 on the sale of securities available for sale, no lawsuit settlement
recoveries, a decline of $64,000 in telephone system revenues and a loss of
$51,000 from the Company's 40% equity investment in Pink Dot, Inc., a home
delivery shopping company.
Interest on loans decreased in the three months ended June 30, 1997, even
though loans outstanding were greater than in the three months ended June
30,1996, due to lower effective rates of interest and discounts on loan
balances. The decrease in telephone system revenues resulted from a temporary
loss of some of the military personnel while residential quarters were being
rebuilt by the Navy at two of the bases served by Global Telecommunications
Systems, Ltd.
The loss from the Company's equity investment in Pink Dot, Inc. was
incurred as a result of operating losses experienced by Pink Dot, Inc., as that
company opened additional stores and incurred start-up costs, including
marketing, advertising, customer service, overhead and other expenses related to
store openings.
Net income for the three months ended June 30, 1997 was $78,000 compared to
$394,000 for the same period of the prior year. The decline in net income was
due principally to a decrease in revenues during the three months ended June
30,1997. Additionally, income taxes as a percentage of pre-tax income increased
for the three months ended June 30, 1997, reducing net income. In 1996, the
provision for income taxes was 28% of pre-tax income while the tax provision for
1997 was 40%. The increase in the tax provision was due to increased taxable
interest income in 1997 compared to 1996 because the Company held municipal
securities in 1996 and did not in 1997.
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
Revenues for the six months ended June 30, 1997 were $2,512,000 compared to
revenues of $2,967,000 for the six months ended June 30, 1996. The decline
resulted from a decrease of $243,000 in interest on loans, a decrease of
$291,000 in lawsuit settlement recoveries, net of court directed attorney's
fees, a decline of $111,000 in telephone system revenues and a loss of $122,000
from the Company's 40% equity investment in Pink Dot, Inc., a home delivery
shopping company. The decline was partially offset by an increase in interest
on securities available for sale of $50,000, an increase in financing fees of
$154,000 and an increase in other income of $92,000.
Interest on loans decreased in the six months ended June 30, 1997, even
though loans outstanding were greater than in the same period of 1996, due to
lower effective rates of interest and discounts on loan balances. The decrease
in lawsuit settlement recoveries in the Drexel, Milken litigation reflects the
fact that the bulk of the total recovery had already been realized and
7
<PAGE>
that, while additional settlement payments may be received over time, the
timing of payments is not determinable and amounts that might be received are
not expected to be as great as amounts previously received. The decrease in
telephone system revenues resulted from a temporary loss of some of the
military personnel while residential quarters were being rebuilt by the Navy
at two of the bases served by Global Telecommunications Systems, Ltd.
The loss from the Company's equity investment in Pink Dot, Inc. was
incurred as a result of operating losses experienced by Pink Dot, Inc. as that
company opened additional stores and incurred start-up costs, including
marketing, advertising, customer service, overhead and other expenses related to
store openings.
The increase in interest on securities available for sale reflects the
replacement of municipal securities held by the Company in 1996 with U.S.
Treasury and Agency Securities which the Company held during the six months
ended June 30, 1997. The increase in financing fees resulted from a financing
accommodation that was repaid during the first quarter. Other income increased
due to increased dividend and loan fee income.
Net income for the six months ended June 30, 1997 was $633,000 compared to
net income of $1,033,000 for the same period of the prior year. The decrease
was due principally to the decrease in revenues during the 1997 period. Net
income was also affected by a slight increase in general and administrative
expenses due to the continuing increases in the Company's operations.
Additionally, income taxes as a percentage of pre-tax income increased for the
six months ended June 30, 1997, reducing net income. In 1996, the provision for
income taxes was 32% of pre-tax income while the tax provision for 1997 was for
41%. The increase in the tax provision was due to increased taxable interest
income in 1997 compared to 1996 because the Company held municipal securities in
1996 and did not in 1997.
LOANS RECEIVABLE
The Company's loans receivable at June 30, 1997 were substantially greater
than at December 31, 1996, due principally to funding of existing loan
commitments and origination of new loans during the first quarter of 1997.
Loans receivable at June 30, 1997 declined slightly from the prior quarter-end
as a result of repayments and a decrease in originations. Loan originations
occur as opportunities arise which management of the Company believes to be
attractive after considering the proposed terms including yield, duration,
collateral coverage and qualifications of the borrower. As a result, the volume
of loans originated may vary from quarter to quarter, and new loan originations
may not occur in every quarter.
At June 30, 1997, all loans were current as to principal and interest,
except a loan in the principal amount of $1,050,000 which was delinquent in the
payment of interest. The delinquent loan is secured by real estate and other
assets which management believes have a value substantially in excess of the
principal and accrued interest owed and, as a result, the Company has not
declared a default and no reserve has been established with respect to principal
or accrued interest at June 30, 1997. Management of the Company is permitting
the obligor on the delinquent loan to liquidate a portion of the real estate
securing the loan in order to bring the loan current.
LIQUIDITY
The principal changes in the Company's financial condition at June 30, 1997
as compared to December 31, 1996 were a decrease of $633,000 in the accumulated
deficit resulting from the net income for the six months ended June 30, 1997, a
decrease of $1,035,000 in cash and cash equivalents and a decrease of $2,855,000
in securities available for sale which were primarily offset by an increase of
$3,543,000 in loans receivable. The Company holds U.S. government and agency
securities with a market value of $15,432,000 and an average weighted maturity
of less than one year, and therefore, continues to maintain very strong
liquidity.
8
<PAGE>
In April, 1997, the Company's line of credit in the amount of $10,000,000
expired and the Company elected not to renew it because the Company's liquidity
is strong without the line, no part of the line had been drawn upon since
inception, and the lender required certain fees to renew the line. Management
believes financing can be obtained on suitable terms, if additional liquidity is
needed.
The Company continues to seek investments in or acquisitions of one or more
businesses, although no assurances can be given that any such acquisitions or
investments will be made or, if made, that they will be profitable.
In the opinion of management, the Company has sufficient cash and liquid
assets to fund its growth and operating plans for the foreseeable future.
9
<PAGE>
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27. Financial Data Schedule
(b) Report on Form 8-K:
Report on Form 8-K was filed on May 12, 1997 reporting under
Item 4. Changes in Registrant's Certifying Accountant, the
resignation of the Company's Independent Auditors.
10
<PAGE>
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.
Dated: August 12, 1997 WESTMINSTER CAPITAL, INC.
(Registrant)
By /s/ William Belzberg
----------------------------
William Belzberg,
Chairman of the Board of
Directors and Chief
Executive Officer
By /s/ Keenan Behrle
----------------------------
Keenan Behrle
Executive Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION OF REGISTRANT AS OF JUNE 30, 1997
(UNAUDITED) AND THE CONSOLIDATED STATEMENTS OF OPERATIONS OF REGISTRANT FOR THE
THREE MONTHS AND SIX MONTHS PERIODS ENDED JUNE 30, 1997 (UNAUDITED) AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,275,000
<SECURITIES> 21,307,000
<RECEIVABLES> 8,421,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,812,000
<DEPRECIATION> 813,000
<TOTAL-ASSETS> 32,654,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,835,000
<OTHER-SE> 18,015,000
<TOTAL-LIABILITY-AND-EQUITY> 32,654,000
<SALES> 0
<TOTAL-REVENUES> 2,512,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,420,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,092,000
<INCOME-TAX> 445,000
<INCOME-CONTINUING> 633,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 633,000
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
