<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________
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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 March 31, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
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Commission File Number 1-4923
WESTMINSTER CAPITAL, INC.
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(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, MEZZANINE, BEVERLY HILLS, CA 90212
- -----------------------------------------------------------
(Address of principal executive office) (Zip Code)
310 278-1930
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(Registrant's Telephone Number, Including Area Code)
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(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
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<PAGE>
PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF MARCH 31, 1997 AND DECEMBER 31, 1996
ASSETS MARCH 31, 1997 DECEMBER 31, 1996
- ------------------------------------------------------------------------------
Cash and cash equivalents $ 523,000 $ 2,310,000
Securities available for sale, at market 20,998,000 24,162,000
Loans receivable, net 8,770,000 4,636,000
Accounts receivable 293,000 225,000
Income tax refunds receivable 1,954,000 1,954,000
Less: allowance for doubtful receivable (1,954,000) (1,954,000)
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Income tax refunds receivable, net -- --
Accrued interest receivable 649,000 422,000
Telephone systems, net 1,019,000 1,080,000
Office furniture and equipment, net 45,000 48,000
Goodwill, net 246,000 278,000
Other assets 4,000 51,000
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TOTAL ASSETS $ 32,547,000 $ 33,212,000
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LIABILITIES AND
SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $ 46,000 $ 77,000
Accrued expenses 96,000 56,000
Due to broker -- 1,200,000
Income taxes 6,296,000 6,058,000
Minority interest in limited partnership 331,000 354,000
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TOTAL LIABILITIES 6,769,000 7,745,000
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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 (38,639,000) (39,194,000)
Unrealized holding gains on securities
available for sale, net of taxes 639,000 883,000
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TOTAL SHAREHOLDERS' EQUITY 25,778,000 25,467,000
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TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 32,547,000 $ 33,212,000
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See accompanying notes to consolidated financial statements.
2
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WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS THREE MONTHS
REVENUES: ENDED 3/31/97 ENDED 3/31/96
- --------- ------------- -------------
Interest on loans $ 251,000 $ 310,000
Interest on securities available for
sale and money market funds 257,000 263,000
Financing fees 200,000 --
Gain (loss) on sale of securities
available for sale 126,000 (14,000)
Lawsuit settlement, net 522,000 696,000
Telephone system revenue 361,000 408,000
Loss from equity investment (71,000) --
Other 35,000 48,000
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Total Revenues 1,681,000 1,711,000
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EXPENSES:
- ---------
Telephone time charges 177,000 192,000
Other telephone system charges 144,000 157,000
General and administrative 405,000 365,000
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Total Expenses 726,000 714,000
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INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST 955,000 997,000
INCOME TAX PROVISION (390,000) (340,000)
MINORITY INTEREST IN INCOME
OF CONSOLIDATED PARTNERSHIP (10,000) (18,000)
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NET INCOME $ 555,000 $ 639,000
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Net income per common share:
Primary $ .07 $ .08
Fully Diluted .07 .08
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See accompanying notes to consolidated financial statements
3
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WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS THREE MONTHS
ENDED 3/31/97 ENDED 3/31/96
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CASH FLOWS/OPERATING ACTIVITIES:
Net income $ 555,000 $ 639,000
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, amortization, and
accretion, net (31,000) 22,000
Increase in accounts receivable (68,000) (64,000)
Decrease (increase) in accrued
interest receivable (227,000) 68,000
Loss (gain) on sale of securities
available for sale (126,000) 14,000
Loss from equity investment 71,000 --
Net change in income taxes 401,000 415,000
Net change in other assets 1,000 (1,000)
Net change in accounts payable (31,000) (102,000)
Net change in accrued expenses 40,000 64,000
Net change in minority interest (23,000) (17,000)
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NET CASH PROVIDED BY OPERATING
ACTIVITIES 562,000 1,038,000
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CASH FLOWS/INVESTING ACTIVITIES:
Purchase of investment securities (24,643,000) (7,562,000)
Proceeds from maturities of investment
securities 14,120,000 2,010,000
Proceeds from sales of investment
securities 13,411,000 4,493,000
Loan originations and purchases (4,794,000) (1,250,000)
Principal collected on loans receivable 757,000 802,000
Net change in due to broker (1,200,000) --
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NET CASH USED BY INVESTING ACTIVITIES (2,349,000) (1,507,000)
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NET CHANGE IN CASH AND CASH
EQUIVALENTS (1,787,000) (469,000)
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 2,310,000 1,715,000
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CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 523,000 $ 1,246,000
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Supplemental schedule of non cash investing and financing activities:
Tax effect of reduced unrealized gain
on securities available for sale $ (163,000) $ --
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See accompanying notes to consolidated financial statements.
4
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WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
1. BASIS OF PRESENTATION
In the opinion of Westminster Capital, Inc. and consolidated entities (the
"Company"), the accompanying unaudited consolidated financial statements,
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 March 31, 1997 and
December 31, 1996, and the results of operations and statements of cash
flows for the periods ended March 31, 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. SECURTIES 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
March 31, 1997 and December 31, 1996 are as follows (in thousands):
Gross Gross
Unrealized Unrealized Estimated
Amortized Cost Gains Losses Fair Value
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March 31, 1997:
U.S. Treasury and Agency
Securities $ 15,057 $ -- $ 19 $ 15,038
Equity and Debt Securities 3,091 881 21 3,951
Investments in Limited
Partnerships which invest
in Securities 1,785 224 -- 2,009
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Total $ 19,933 $ 1,105 $ 40 $ 20,998
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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
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Investments in Limited
Partnerships which invest
in Securities 1,660 115 -- 1,775
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Total $ 22,690 $ 1,472 $ -- $ 24,162
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U.S. Teasury and Agency Securities at March 31, 1997 and December 31, 1996
are pledged against the Corporation's line of credit.
Maturities of securities available for sale were as follows at March 31,
1997 (in thousands):
Amortized Fair
Cost Value
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Due after one year through
five years $ 18,092 $ 19,162
Equity securities 1,841 1,836
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$ 19,933 $ 20,998
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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 Corporation.
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 first quarter of 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
March 31, 1997 was 7,880,000 for primary earnings per share and 7,888,000
for fully diluted earnings per share. For the quarter ended March 31,
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
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues for the quarter ended March 31, 1997 were $1,681,000 compared to
$1,711,000 for the quarter ended March 31, 1996. The decrease was primarily due
to a decrease of $174,000, net of court directed attorneys' fees, in the amount
received from the Drexel, Milken litigation in the first quarter of 1997.
Although the Company may receive additional settlement payments in the future,
the timing and amounts of such revenues, if any, are not determinable and any
monies received are not expected to be as great as previously recognized.
The Company also recorded a $71,000 loss on its 40% equity investment, in
Pink Dot, Inc., a home delivery shopping company, during the first quarter of
1997. There was no such investment during the first quarter of 1996.
Interest on loans decreased by $59,000 from $310,000 in the first quarter
of 1996 to $251,000 during the first quarter of 1997. Although the average
loans outstanding were greater during the first quarter of 1997 compared to the
first quarter of 1996, lower effective rates and timing of the loans during the
first quarter of 1997 resulted in the decrease.
Telephone system revenues also decreased by $47,000 from $408,000 in the
first quarter of 1996 to $361,000 in the comparable 1997 period. This decrease
resulted from a temporary loss of some of the military personnel while
residential quarters are rebuilt by the Navy at two of the bases served by
Global Telecommunications Systems, LTD.
These decreases in revenues were partially offset by a $200,000 increase in
financing fees during the first quarter of 1997 and a gain on the sale of
securities available for sale of $126,000 in the first quarter of 1997 compared
to a loss of $14,000 in the 1996 period. The financing fees resulted from a
financial accomodation that was repaid during the first quarter. There were no
such fees in 1996.
Total expenses for the first quarter of 1997 were $726,000 compared to
$714,000 for the first quarter of 1996. This increase primarily resulted from a
$40,000 increase in general and administrative expenses. General and
administrative expenses increased in many expense categories due to the
continuing increase in the Company's activities. This increase was partially
offset by a $28,000 decrease in telephone time charges and other telephone
system charges resulting from a temporary decrease in military personnel served
by Global Telecommunications, Inc.
Net income for the three months ended March 31, 1997 was $555,000 or $.07
per share compared to $639,000 or $.08 per share for the first quarter of 1996.
This decrease resulted from the net decrease in revenues and the slight increase
in total expenses as described in the previous paragraphs.
The decreased income before income taxes and minority interest was also
impacted by an increase in income taxes. In 1996, the provision for income
taxes was 35% of pre-tax income. In 1997, pre-tax income of $945,000 resulted
in a tax provision of 41%. The increase in the tax provision percentage was due
to increased taxable interest income resulting from a decrease in municipal
securities held by the Company in the first quarter of 1997 compared to 1996.
7
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LOANS RECEIVABLE
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At March 31, 1997, all loans outstanding were current as to principal and
interest. Loans receivable increased in the quarter ended March 31, 1997,
because the Company funded the final $1,000,000 increment of the $2,500,000 loan
commitment to Pink Dot, Inc., originated loans secured by real estate and other
assets and made unsecured loans to corporate borrowers on terms that included
warrants, shares of common stock, or rights to convert to common stock . This
increase was partially offset by repayment of principal on certain loans
outstanding at December 31, 1996.
LIQUIDITY
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The principal changes in the Company's financial condition at March
31, 1997 as compared to December 31, 1996 are the decrease of $555,000 in the
accumulated deficit resulting from the net income for the quarter ended March
31, 1997 and decreases in cash and cash equivalents and securities available for
sale which were primarily offset by an increase in loans receivable. The
Company holds U.S. government and agency securities with a market value of
$15,038,000 and an average maturity of approximately eleven months, and
therefore, continues to maintain very strong liquidity. The securities are
pledged as collateral against the Company's line of credit.
The Company's financial position at March 31, 1997 remained strong.
Shareholders' equity was $25,778,000 (as compared to $25,467,000 at December 31,
1996), and the Company had no outstanding debt, although it did have $6,296,000
in income tax liabilities, $46,000 in accounts payable and $96,000 in accrued
expenses. The income tax liabilities primarily consist of tax provisions for
the settlements received in connection with the Drexel and related litigation
(partially offset by net operating loss carryfowards).
The Company continues to seek investments in or acqusitions 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 successful.
8
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PART II-OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K
NONE
9
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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: May 12, 1997 WESTMINSTER CAPITAL, INC.
(Registrant)
By /s/WILLIAM BELZBERG
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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
10
<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 MARCH 31,
1997 (UNAUDITED) AND THE CONSOLIDATED STATEMENTS OF OPERATIONS OF REGISTRANT
FOR THE THREE MONTHS ENDED MARCH 31, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 523,000
<SECURITIES> 20,998,000
<RECEIVABLES> 9,063,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,812,000
<DEPRECIATION> 748,000
<TOTAL-ASSETS> 32,547,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,835,000
<OTHER-SE> 17,943,000
<TOTAL-LIABILITY-AND-EQUITY> 32,547,000
<SALES> 0
<TOTAL-REVENUES> 1,681,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 955,000
<INCOME-TAX> 390,000
<INCOME-CONTINUING> 555,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 555,000
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
