<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 September 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 shares of
common stock outstanding at November 14, 1997.
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
AS OF SEPTEMBER 30, 1997 (UNAUDITED) AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, 1997 DECEMBER 31, 1996
- -------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 694,000 $ 2,310,000
Securities available for sale, at market 20,817,000 24,162,000
Loans receivable, net 9,335,000 4,636,000
Accounts receivable 269,000 225,000
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 646,000 422,000
Telephone systems, net 896,000 1,080,000
Office furniture and equipment, net 39,000 48,000
Goodwill, net 174,000 278,000
Other assets 38,000 51,000
-----------------------------------
TOTAL ASSETS $32,908,000 $33,212,000
-----------------------------------
-----------------------------------
LIABILITIES AND
STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $ 8,000 $ 77,000
Accrued expenses 68,000 56,000
Due to broker -- 1,200,000
Deferred income taxes 6,564,000 6,058,000
Minority interest in limited partnership 305,000 354,000
-----------------------------------
TOTAL LIABILITIES 6,945,000 7,745,000
-----------------------------------
STOCKHOLDERS' 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 (38,317,000) (39,194,000)
Unrealized holding gains on securities
available for sale, net of taxes 502,000 883,000
-----------------------------------
TOTAL STOCKHOLDERS' EQUITY 25,963,000 25,467,000
-----------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 32,908,000 $ 33,212,000
-----------------------------------
-----------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Nine Months Three Months Three Months
Ended 9/30/97 Ended 9/30/96 Ended 9/30/97 Ended 9/30/96
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUES:
- ---------
Interest on loans $ 754,000 $ 514,000 $ 291,000 $ 118,000
Interest on loans secured
by auto leases 148,000 515,000 35,000 123,000
Interest on securities available
for sale and money market funds 689,000 709,000 205,000 290,000
Financing fees 200,000 49,000 -- 3,000
Gain on sale of securities
available for sale 182,000 -- 164,000 --
Lawsuit settlement, net 522,000 813,000 -- --
Telephone system revenue 1,107,000 1,267,000 370,000 419,000
Loss from equity investment (129,000) -- (7,000) --
Other 151,000 78,000 54,000 25,000
-------------------------------------------------------
Total Revenues 3,624,000 3,945,000 1,112,000 978,000
-------------------------------------------------------
EXPENSES:
- ---------
Telephone time charges 556,000 556,000 185,000 181,000
Other telephone system charges 454,000 464,000 146,000 155,000
General and administrative 1,088,000 971,000 347,000 270,000
-------------------------------------------------------
Total Expenses 2,098,000 1,991,000 678,000 606,000
-------------------------------------------------------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST 1,526,000 1,954,000 434,000 372,000
INCOME TAX PROVISION (625,000) (645,000) (180,000) (139,000)
MINORITY INTEREST IN INCOME OF
CONSOLIDATED PARTNERSHIP (24,000) (62,000) (10,000) (19,000)
-------------------------------------------------------
NET INCOME $ 877,000 $1,247,000 $ 244,000 $ 214,000
-------------------------------------------------------
-------------------------------------------------------
Net income per common share $ .11 $ .16 $ .03 $ .03
Weighted average number of
common and common equivalent
shares outstanding 7,873,000 7,846,000 7,880,000 7,848,000
-------------------------------------------------------
-------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS/OPERATING ACTIVITIES:
Net income $ 877,000 $ 1,247,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, amortization, and accretion, net (38,000) 55,000
Decrease (increase) in accounts receivable (44,000) 17,000
Decrease (increase) in accrued interest receivable (224,000) 29,000
Loss (gain) on sale of securities available for sale (309,000) (14,000)
Loss from equity investment 129,000 --
Net change in deferred income taxes 761,000 566,000
Net change in other assets (33,000) (377,000)
Net change in accounts payable (69,000) (109,000)
Net change in accrued expenses 12,000 26,000
Net change in minority interest (49,000) (93,000)
--------------------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 1,013,000 1,347,000
--------------------------
CASH FLOWS/INVESTING ACTIVITIES:
Purchase of investment securities (38,389,000) (42,111,000)
Proceeds from maturities of investment securities 16,501,000 2,010,000
Proceeds from sales of investment securities 24,936,000 38,402,000
Loan originations and purchases (7,384,000) (3,418,000)
Principal collected on loans receivable 2,907,000 2,847,000
Net change in due to broker (1,200,000) --
--------------------------
NET CASH USED BY INVESTING ACTIVITIES (2,629,000) (2,270,000)
--------------------------
NET CHANGE IN CASH AND CASH
EQUIVALENTS (1,616,000) (923,000)
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 2,310,000 1,715,000
--------------------------
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 694,000 $ 792,000
--------------------------
--------------------------
Supplemental schedule of non cash investing
activities:
Tax effect of reduced unrealized gain
on securities available for sale $ (255,000) $ (152,000)
--------------------------
--------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- -------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 September 30,
1997 and December 31, 1996, and the results of operations and statements of
cash flows for the periods ended September 30, 1997 and 1996. The results
for interim periods are not necessarily indicative of results for the
entire year.
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").
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
September 30, 1997 and December 31, 1996 are as follows (in thousands):
<TABLE>
<CAPTION>
Gross Gross
Amortized Unrealized Unrealized Estimated
Cost Gains Losses Fair Value
-------------------------------------------------
<S> <C> <C> <C> <C>
September 30, 1997:
U.S. Treasury and Agency
Securities $16,054 $ 28 $ -- $16,082
Equity and Debt Securities 2,142 58 52 2,148
Investments in Limited
Partnerships which invest
in Securities 1,785 802 -- 2,587
------------------------------------------------
Total $19,981 $ 888 $ 52 $20,817
------------------------------------------------
------------------------------------------------
5
<PAGE>
December 31, 1996:
U.S. Treasury and Agency
Securities $ 16,723 $ 35 -- $ 16,758
Equity and Debt Securities 4,307 1,322 -- 5,629
Investments in Limited
Partnerships which invest
in Securities 1,660 115 -- 1,775
------------------------------------------------
Total $ 22,690 $ 1,472 $ -- $ 24,162
------------------------------------------------
------------------------------------------------
</TABLE>
Maturities of securities available for sale were as follows at September
30, 1997 (in thousands):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------- --------
<S> <C> <C>
Due within one year $ 9,059 $ 9,069
Due after one year through
five years 6,995 7,013
Equity Securities / Limited
Partnerships which invest
in Securities 3,927 4,735
--------- --------
$19,981 $20,817
--------- --------
--------- --------
</TABLE>
Gross unrealized gains include the value ascribed to warrants which have a
readily determinable value, whether detached or attached to securities.
3. LOANS RECEIVABLE
The Company's loans receivable outstanding at September 30, 1997 and
December 31, 1996 were comprised of the following:
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
Loans secured by auto leases $ 203,000 $ 742,000
Loans secured by trust deeds
or mortgages 3,867,000 1,892,000
Loans secured by other
collateral 5,115,000 2,002,000
Unsecured loans 150,000 --
------------------ -----------------
Total $ 9,335,000 $ 4,636,000
------------------ -----------------
------------------ -----------------
</TABLE>
6
<PAGE>
4. 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 proposed 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.
As of December 31, 1996, the Company had a net deferred tax liability of
$6,058,000, which consisted of deferred tax assets of $4,515,000 and
deferred tax liabilities of $10,573,000. The net deferred tax liability
balance as of September 30, 1997 was $6,564,000.
The Company had net operating loss carryforwards as of December 31, 1996 of
$10,152,000 and $ 3,862,000 for federal and state purposes, respectively,
which expire at various dates through 2011 for federal income tax purposes
and through 2001 for state income tax purposes.
5. 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. Earnings per share has been calculated using the
treasury stock method in accordance with APB Opinion No. 15. Although the
Company is not yet required to adopt the new disclosure requirements of
Statement of Financial Accounting Standards ("SFAS") No. 128 (which
establishes new standards for computing and presenting earnings per share),
both basic and diluted earnings per share as required to be disclosed by
SFAS No. 128 would be the same as earnings per share disclosed in the
financial statements herein for both the three months and the nine months
ended September 30, 1997 and 1996.
6. SUBSEQUENT EVENTS
Subsequent to September 30, 1997, the Company advanced $200,000 in
connection with an $800,000 loan commitment that was executed in September
1997. The borrower is a manufacturer of enhanced infrared computer touch
screens and related workstations for industrial and public access
applications. The Company will advance additional amounts under this
commitment as the borrower's operations grow. After January 1, 1998, the
Company may convert the loans outstanding into a 50% ownership interest in
the borrower. If the entire $800,000 has not yet been advanced at the time
of conversion, the Company is required to advance the remaining amount of
the commitment.
7
<PAGE>
On November 10, 1997, the Company entered into an agreement to terminate
its joint ownership of Pink Dot, Inc. by either electing to purchase the
60% interest it does not own or selling its 40% interest to the current
majority shareholder of Pink Dot. Under the agreement, the Company has 90
days to purchase the majority shareholder's 60% interest in Pink Dot for $7
million. If the Company elects not to purchase, it is then obligated to
sell and the majority shareholder is obligated to purchase the Company's
40% interest for $6 million. The agreement provides for Pink Dot's
indebtedness to the Company, $3,135,000 at September 30, 1997, to remain
outstanding. If the Company elects to sell its 40% interest, the
indebtedness will be paid interest only monthly for two years with
principal due on the second anniversary.
On November 12, 1997, the Company acquired 100% of the outstanding capital
stock of Westland Associates, Inc. ("Westland") for $1,188,000. Westland
performs group purchasing of goods and services for new car dealers in
California, Arizona, and Nevada, and has been in business for 40 years.
The Company does not presently anticipate the need to advance any future
funds to Westland for its growth or operations.
8
<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 SEPTEMBER 30, 1997 AND 1996
Revenues for the three months ended September 30, 1997 were $1,112,000
as compared to $978,000 for the three months ended September 30, 1996. The
increase in revenues resulted primarily from a $164,000 gain on sale of
securities during the current year period. In addition, there was an
increase of $173,000 in interest on loans and an increase of $29,000 in other
revenues. Partially offsetting these favorable impacts on revenues were an
$88,000 decrease in interest on loans secured by auto leases, an $85,000
decrease in interest on securities and a $49,000 decrease in telephone system
revenues.
The $164,000 gain on sale of securities resulted primarily from a gain
of $185,000 on the sale of a $1,000,000 convertible debenture at a price of
$1,185,000. Interest on loans increased $173,000, primarily as a result of
higher loans outstanding during the three months ended September 30, 1997
versus the three months ended September 30, 1996. The lower amount of
interest on loans secured by auto leases resulted as the Company's fixed
portfolio of such loans has been reduced in size as a result of loan payoffs.
Interest on securities decreased as a result of lower amounts of securities
owned by the Company during the current quarter.
The decrease in telephone system revenue 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. It should be noted
that future revenues and income realized by the Company in connection with
its 50% interest in Global may be reduced as Global has received a notice of
cancellation from the Navy regarding its closure of the Miramar base.
Although the U.S. Marines will be occupying the Miramar base, that service
branch has decided to use the services of another long distance telephone
carrier. The Company is currently in negotiations with the Navy for
compensation for discontinuance of business or transfer of assets. Revenues
for the Miramar base were $112,000 and $146,000 for the three months ended
September 30, 1997 and 1996, respectively. Pre-tax income for the Miramar
base was $12,000 and $18,000 for the three months ended September 30, 1997
and 1996, respectively.
Net income for the three months ended September 30, 1997 was $244,000 as
compared to $214,000 for the three months ended September 30, 1996. The
higher net income resulted primarily from higher revenues in 1997. The
higher revenues in 1997 were partially offset by an increase of $72,000 in
operating expenses due to continuing increases in the Company's operating
activities. Although Global's revenues declined between periods, its
operating expenses remained substantially unchanged due to the fact that the
decline in revenues occurred
9
<PAGE>
at a base where long distance royalties are not incurred. Provision for
income taxes as a percentage of pre-tax income for 1997 was 41.5% as compared
to 37.4% for 1996. The increase in the tax provision as a percentage of
pre-tax income was due to increased taxable interest income in 1997 as
compared to 1996 as the Company held non-taxable municipal securities in 1996
and did not in 1997.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Revenues for the nine months ended September 30, 1997 were $3,624,000, as
compared to $3,945,000 for the nine months ended September 30, 1996. The
$321,000 decrease in revenues resulted from a decrease of $367,000 in
interest on loans secured by auto leases, a $291,000 decrease in lawsuit
settlement recoveries, net of court directed attorney's fees, a decline of
$160,000 in telephone system revenues, and a loss of $129,000 from the
Company's 40% equity investment in Pink Dot, Inc. These decreases in
revenues were partially offset by an increase of $240,000 in interest on
loans, a $182,000 gain on sale of securities (with no gains in 1996), an
increase in financing fees of $151,000 and an increase of $73,000 in other
revenues.
The $367,000 decrease in interest on loans secured by auto leases
resulted as the Company's fixed portfolio of such loans has been reduced in
size through loan payoffs. The decrease in lawsuit settlement recoveries in
the Drexel, Milken litigation reflects the fact that the bulk of the total
recovery has already been realized. 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 $160,000 decline 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. It
should be noted that future revenues and income realized by the Company in
connection with its 50% interest in Global may be reduced as Global has
received a notice of cancellation from the Navy regarding its closure of the
Miramar base. Although the U.S. Marines will be occupying the Miramar base,
that service branch has decided to use the services of another long distance
telephone carrier. The Company is currently in negotiations with the Navy
for compensation for discontinuance of business or transfer of assets.
Revenues for the Miramar base were $353,000 and $489,000 for the nine months
ended September 30, 1997 and 1996, respectively. Pre-tax income for the
Miramar base was $48,000 and $121,000 for the nine months ended September 30,
1997 and 1996, respectively.
The loss from the Company's equity investment in Pink Dot, Inc., a home
delivery shopping company, 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 of $240,000 in interest on loans resulted from higher loan
balances outstanding during 1997 as compared to 1996. The $182,000 gain on
sale of securities resulted primarily from a $185,000 gain from the sale of a
$1,000,000 convertible debenture at a price of $1,185,000. The increase in
financing fees resulted from a financing accommodation that was repaid during
the first quarter of 1997. Other income increased due to increased dividend
and loan fee income.
10
<PAGE>
Net income for the nine months ended September 30, 1997 was $877,000, as
compared to $1,247,000 for the nine months ended September 30, 1996. The
lower net income in 1997 resulted primarily from lower revenues in 1997.
Also contributing to the lower net income in 1997 was an increase in
operating expenses of $107,000. The higher operating expenses were due to
continuing increases in the Company's operating activities. Although
Global's revenues declined between periods, their operating expenses remained
substantially unchanged due to the fact that the decline in revenues occurred
at a base where long distance royalties are not incurred. Provision for
income taxes as a percentage of pre-tax income for 1997 was 41.0% as compared
to 33.0% in 1996. The increase in the tax provision as a percentage of
pre-tax income was due to increased taxable interest income in 1997, as
compared to 1996 because the Company held non-taxable municipal securities in
1996 and did not in 1997.
LOANS RECEIVABLE
The Company's loans receivable at September 30, 1997 were substantially
greater than at December 31, 1996, due primarily to the funding of existing
loan commitments and to the origination of new loans during the nine month
period - see Note 3 of Notes to Consolidated Financial Statements
(Unaudited). Loans receivable at September 30, 1997 were also higher than at
the prior quarter-end. Although there were collections on loans of $1,267,000
during the current quarter, there were loan originations of $2,365,000 during
the quarter. 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 September 30, 1997, certain loans were in default as to the payment of
principal and interest. In connection with these defaults, the Company is in
the process of taking the necessary steps in order to liquidate the
collateral that it holds. Management believes that it will not incur losses
in connection with these defaults.
LIQUIDITY
The Company's cash and cash equivalents decreased by $1,616,000 during
the nine months ended September 30, 1997. The Company's sources of cash
during the nine month period were $1,013,000 from operating activities and
$3,048,000 from the net change in its investment security portfolio. The
Company's uses of cash during the nine month period were $4,477,000 in
connection with its loans receivable, in that loan originations were higher
than principal collected, and a $1,200,000 payment of a liability to a broker
for securities purchased that was outstanding at December 31, 1997. The
Company held U.S. government and agency securities with a market value of
$16,082,000 as of September 30, 1997.
In April 1997, the Company's line of credit in the amount of $10,000,000
expired and management elected not to renew it because the Company's
liquidity is strong without the line, no part of the line had been drawn upon
during its entire term, and the lender required certain fees to renew the
line. Management believes financing can be obtained on suitable terms, if
additional liquidity is needed.
11
<PAGE>
The Company continues to seek investments in or acquisitions of one or
more businesses. See Note 6 of Notes to Consolidated Financial Statements
(Unaudited), for a description of recent investment and acquisition
activities. No assurances can be given that any further 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.
12
<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 August 20, 1997
reporting under Item 4. Changes in Registrant's
Certifying Accountant, the appointment of the Company's
new Independent Auditors.
13
<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: November 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
14
<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 SEPTEMBER 30,
1997 (UNAUDITED) AND THE CONSOLIDATED STATEMENTS OF OPERATIONS OF REGISTRANT FOR
THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED) AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000034489
<NAME> WESTMINSTER CAPITAL
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 694,000
<SECURITIES> 20,817,000
<RECEIVABLES> 9,604,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,812,000
<DEPRECIATION> 877,000
<TOTAL-ASSETS> 32,908,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,835,000
<OTHER-SE> 18,128,000
<TOTAL-LIABILITY-AND-EQUITY> 32,908,000
<SALES> 0
<TOTAL-REVENUES> 3,624,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,098,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,526,000
<INCOME-TAX> 625,000
<INCOME-CONTINUING> 877,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 877,000
<EPS-PRIMARY> .11
<EPS-DILUTED> .11
</TABLE>
