<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 March 31, 1998
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, Mezzanine, 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
MARCH 31, 1998 (UNAUDITED) AND DECEMBER 31, 1997 (AUDITED)
<TABLE>
<CAPTION>
ASSETS MARCH 31, 1998 DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 476,000 $ 1,738,000
Securities available-for-sale, at fair value 19,164,000 18,405,000
Investment in limited partnerships
that invest in securities 2,357,000 2,314,000
Loans receivable, net 13,572,000 7,081,000
Accounts receivable 1,058,000 1,002,000
Income tax refunds receivable 4,329,000 1,954,000
Less: allowance for doubtful receivable -- (1,954,000)
------------------------------------------------
Income tax refunds receivable, net 4,329,000 --
Accrued interest receivable 579,000 801,000
Real estate acquired through foreclosure 833,000 833,000
Telephone systems, net 773,000 834,000
Property and equipment, net 57,000 710,000
Goodwill, net 855,000 881,000
Other assets 267,000 271,000
------------------------------------------------
TOTAL ASSETS $44,320,000 $34,870,000
------------------------------------------------
------------------------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $ 655,000 $ 669,000
Accrued expenses 1,862,000 1,915,000
Deferred gain on sale of investment 6,000,000 --
Mortgage payable -- 655,000
Income taxes 7,041,000 5,366,000
Minority interest in limited partnership 275,000 297,000
------------------------------------------------
TOTAL LIABILITIES 15,833,000 8,902,000
------------------------------------------------
SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares
authorized: 7,835,000 shares issued and
outstanding in 1998 and 1997 7,835,000 7,835,000
Capital in excess of par value 55,943,000 55,943,000
Accumulated deficit (35,312,000) (37,823,000)
Accumulated other comprehensive income 21,000 13,000
------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 28,487,000 25,968,000
------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $44,320,000 $34,870,000
------------------------------------------------
------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
REVENUES: ENDED 3/31/98 ENDED 3/31/97
-------- ---------------- -------------
<S> <C> <C>
Interest on loans $ 242,000 $ 251,000
Loan fees -- 200,000
Interest on securities available-for-
sale and money market funds 254,000 257,000
Unrealized gains on limited partnerships that
invest in securities 43,000 --
Gain on sale of securities available-for-
sale 12,000 126,000
Lawsuit settlement, net -- 522,000
Telephone system revenue 352,000 361,000
Sales to auto dealers 5,062,000 --
Loss from equity investment -- (71,000)
Interest on tax refund 2,644,000 --
Other (32,000) 35,000
-------------------------------------------
Total Revenues 8,577,000 1,681,000
-------------------------------------------
EXPENSES:
---------
Telephone time charges 183,000 177,000
Cost of sales to auto dealers 4,841,000 --
Other telephone system charges 178,000 144,000
General and administrative 871,000 405,000
-------------------------------------------
Total Expenses 6,073,000 726,000
-------------------------------------------
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST 2,504,000 955,000
INCOME TAX BENEFIT (PROVISION) 5,000 (390,000)
MINORITY INTEREST IN (INCOME) LOSS
OF CONSOLIDATED PARTNERSHIP 2,000 (10,000)
-------------------------------------------
NET INCOME $ 2,511,000 $ 555,000
-------------------------------------------
-------------------------------------------
Net Income Per Common Share:
Basic $ .32 $ .07
Diluted .32 .07
Weighted Average Shares Outstanding:
Basic 7,835,000 7,835,000
Diluted 7,948,000 7,868,000
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED 3/31/98 ENDED 3/31/97
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,511,000 $ 555,000
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Provision for loan losses and doubtful receivables 55,000 --
Depreciation, amortization, and accretion, net 108,000 (31,000)
Gain on sales of securities available-for-sale (12,000) (126,000)
Unrealized gains on limited partnerships that
invest in securities (43,000) --
Loss from equity investment -- 71,000
Loss on sale of property and equipment 43,000 --
Increase in accounts receivable (56,000) (68,000)
Decrease (increase) in accrued interest receivable 167,000 (227,000)
Net change in income taxes 1,669,000 401,000
Net change in income tax refund receivable, net (4,329,000) --
Decrease in other assets 4,000 1,000
Net change in accounts payable (14,000) (31,000)
Net change in accrued expenses (53,000) 40,000
Net change in mortgage payable (655,000) --
Net change in minority interest (22,000) (23,000)
----------------------------------
NET CASH (USED IN) PROVIDED BY OPERATING
ACTIVITIES (627,000) 562,000
----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities (3,331,000) (24,643,000)
Proceeds from sales of securities 2,574,000 27,531,000
Loan originations and purchases (778,000) (4,794,000)
Principal collected on loans receivable 298,000 757,000
Net change in due to broker -- (1,200,000)
Proceeds from sale of property and equipment 606,000 --
Purchase of telephone systems and office equipment (4,000) --
----------------------------------
NET CASH USED IN INVESTING ACTIVITIES (635,000) (2,349,000)
----------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,262,000) (1,787,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,738,000 2,310,000
----------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 476,000 $ 523,000
----------------------------------
----------------------------------
Supplemental schedule of non cash investing and financing activities:
Tax effect of reduced unrealized gain
on securities available-for-sale $ 6,000 $ (163,000)
----------------------------------
----------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED 3/31/98 ENDED 3/31/97
<S> <C> <C>
Net income $ 2,511,000 $ 555,000
------------ ----------
Other comprehensive income/(loss), net
of tax:
Unrealized gains on securities:
Unrealized holding gains/(losses)
arising during period 14,000 (168,000)
Less: reclassification adjustment
for gains included in net income (6,000) (76,000)
------------ ----------
Other comprehensive income/(loss) 8,000 (244,000)
------------ ----------
Comprehensive income $2,519,000 $ 311,000
------------ ----------
------------ ----------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- -------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
1. BASIS OF PRESENTATION
In the opinion of Westminster Capital, Inc. and consolidated entities (the
"Corporation"), the accompanying unaudited consolidated financial
statements, prepared from the Corporation's books and records, contain all
adjustments (consisting of only normal recurring accruals) necessary for a
fair presentation of the Corporation's financial condition as of March 31,
1998 and December 31, 1997, and the results of operations, statements of
cash flows and statements of comprehensive income for the periods ended
March 31, 1998 and 1997.
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, statements of cash flows and
statements of comprehensive income 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, 1997 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
March 31, 1998 and December 31, 1997 are as follows (in thousands):
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Estimated
Amortized Cost Gains Losses Fair Value
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
March 31, 1998:
U.S. Treasury and Agency
Securities $ 18,133 $ 50 $ -- $ 18,183
Equity and Debt Securities 991 63 (73) 981
-------------------------------------------------------------------------------
Total $ 19,124 $ 113 $ (73) $ 19,164
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Estimated
Amortized Cost Gains Losses Fair Value
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, 1997:
U.S. Treasury and Agency
Securities $ 17,387 $ 20 -- $ 17,407
Equity and Debt Securities 991 52 (45) 998
-------------------------------------------------------------------------------
Total $ 18,378 $ 72 $ (45) $ 18,405
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
Maturities of U.S. Treasury and Agency Securities were as follows at March
31, 1998 (in thousands):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
--------- --------
<S> <C> <C>
Due within one year $ 9,620 $ 9,678
Due after one year through
five years 8,513 8,505
--------- --------
$ 18,133 $ 18,183
--------- --------
--------- --------
</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 March 31, 1998 and December
31, 1997 were comprised of the following (in thousands):
<TABLE>
<CAPTION>
March 31, 1998 December 31, 1997
-------------- -----------------
<S> <C> <C>
Loans secured by
auto leases, net of
discount $ 77 $ 132
Loans, net of fees,
secured by trust
deeds or mortgages 1,543 1,543
Loans secured by other
collateral 11,952 5,306
Unsecured loans -- 100
-------------- -----------------
Total $ 13,572 $ 7,081
-------------- -----------------
-------------- -----------------
</TABLE>
7
<PAGE>
4. INCOME TAXES
On February 23, 1998, the Franchise Tax Board of the State of California
("FTB") submitted a settlement agreement to the Corporation proposing a
settlement of the Corporation's claims for refund in the amounts of
$2,960,000 for the year ended December 31, 1987 and $412,000 for the year
ended December 31, 1988, and the Corporation signed the settlement
agreement, indicating its willingness to accept the proposed settlement.
Under the terms of the proposed settlement agreement, the State of
California would refund 50% of the amounts claimed for refund by the
Corporation plus interest on those amounts from the date the taxes were
originally paid.
On April 1, 1998, the FTB notified the Corporation that it had approved
refunds in the amounts of $3,834,000 including accrued interest of
$2,354,000 for the year ended December 31, 1987 and $495,000 including
accrued interest of $289,000 for the year ended December 31, 1988, and
subsequently paid those amounts on April 27, 1998.
Since the Corporation's original claims for refund were initially
established as receivables due from the FTB but were subsequently fully
reserved for due to uncertainty as to collectability, the combined refunds
due from the FTB in the amount of $1,686,000 has been recorded as a
reduction of the Corporation's provision for income taxes and the accrued
interest due from the FTB in the amount of $2,644,000 has been recorded as
interest income during the three months ended March 31, 1998.
5. DEFERRED GAIN ON SALE OF INVESTMENT
On September 23, 1996, the Corporation's acquired a 40% interest in Pink
Dot, Inc. ("Pink Dot"), a home delivery shopping company for $500,000. The
excess of the cost of the investment over 40% of the equity at the date of
investment was recorded as goodwill and was amortized over a 10 year
period. The Corporation recorded a loss of $686,000 in 1997 in connection
with its 40% equity investment in Pink Dot. As this loss exceeded the
carrying amount of the Corporation's investment account and goodwill
related to Pink Dot, the carrying amount of loans receivable from Pink Dot
was reduced by $391,000. No losses were recorded by the Corporation during
the three months ended March 31, 1998.
On February 26, 1998, the Corporation sold its 40% investment in Pink Dot
to the owner of the other 60% of the common stock of Pink Dot for a
purchase price of $6,000,000. The purchase price is evidenced by the
buyer's secured promissory note in the principal amount of $6,000,000 that
is due and payable on May 27, 1998 together with accrued interest. The
note is secured by a pledge of 100% of the issued and outstanding stock of
Pink Dot.
The Corporation has deferred the recognition of any gain on the sale of
Pink Dot until the transaction is consummated.
8
<PAGE>
6. NET INCOME PER COMMON SHARE
Net income per common share is computed in accordance with Statement of
Financial Accounting Standards No. 128, EARNING PER SHARE, and is
calculated on the basis of the weighted average number of common shares
outstanding during each period plus the additional dilutive effect of
common stock equivalents. The dilutive effect of outstanding stock options
is calculated using the treasury stock method.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues for the three months ended March 31, 1998 were $8,577,000 as
compared to $1,681,000 for the three months ended March 31, 1997. The
increase in revenues was primarily attributable to the acquisition of
Westland Associates, which was acquired on November 12, 1997 and which
generated revenues of $5,062,000 during the three month ended March 31, 1998,
and interest of $2,644,000 related to a franchise tax claim which was settled
during the quarter.
Interest on loans was $242,000 during the three months ended March 31,
1998 as compared to $251,000 during the three months ended March 31, 1997.
Interest on securities available-for-sale and money market funds was $254,000
during the three months ended March 31, 1998 as compared to $257,000 during
the three months ended March 31, 1997. There was no loan fee revenue
recorded during the three months ended March 31, 1998 as compared to loan fee
revenue of $200,000 recorded during the comparable quarter of the prior year.
The prior year loan fees resulted from a financing accommodation that was
repaid in January 1997.
During the three months ended March 31, 1998, the Corporation recorded
unrealized gains on limited partnerships that invest in securities of $43,000
with no such gains recorded during the three months ended March 31, 1997.
These limited partnerships invest in equity and debt securities and the
Corporation records gains and losses on these investments based upon the
equity method of accounting.
The Corporation received $522,000 in recoveries, net of court directed
attorneys' fees, from the Drexel, Milken litigation during the three months
ended March 31, 1997. No such recoveries were received during the three
months ended March 31, 1998. While additional settlement payments may be
received in the Drexel, Milken litigation over time, the timing of payments
is not determinable and amounts that might be received may not be as great as
amounts previously received.
Telephone system revenues decreased from $361,000 during the three
months ended March 31, 1997 to $352,000 during the three months ended March
31, 1998. Future revenues and income realized by the Corporation in
connection with its 75% interest in Global Telecommunications may be reduced
because Global Telecommunications received notice of cancellation in late
1997 from the Navy regarding its closure of the Miramar base. Although the
Marines will be occupying the Miramar base, that service branch has decided
to use the services of another long distance telephone carrier. The
Corporation is currently in negotiations with the Navy for compensation for
discontinuance of business or transfer of assets relating to Miramar. Global
Telecommunications will continue to service the Miramar base until another
telephone company is in place. Revenues for the Miramar base were $132,000
and $118,000 for the three months ended March 31, 1998 and 1997,
respectively. Income before taxes for the Miramar base was $3,000 and
$21,000 for the three months ended March 31, 1998 and 1997, respectively.
10
<PAGE>
The revenues of $5,062,000 generated by Westland Associates, reported
under the caption of "Sales to auto dealers" in the consolidated financial
statements, were offset by direct costs of $4,841,000, reported under the
caption of "Cost of sales to auto dealers". As a result, Westland
Associates generated gross profit before operating expenses of $221,000.
Operating expenses were $420,000 and are included in the general and
administrative expenses (See below).
The Corporation recorded a loss of $71,000 during the three months ended
March 31, 1997 in connection with its equity investment in Pink Dot, Inc.
("Pink Dot"). No gain or loss was incurred in connection with this
investment during the three months ended March 31, 1998. On February 26,
1998, the Corporation sold its 40% investment in Pink Dot to the owner of the
other 60% of the common stock of Pink Dot for a purchase price of $6,000,000.
The Corporation has deferred the recognition of any gain on the sale of Pink
Dot until the transaction is consummated. The resulting gain that is
ultimately expected to be recorded from this sale is approximately $6,200,000.
Although Global Telecommunication's revenues declined from 1997 to 1998,
its expenses increased from $321,000 during the three months ended March 31,
1997 to $361,000 during the three months ended March 31, 1998. An increase
in repair charges and professional fees relating to the termination of the
Miramar contract contributed to most of this increase.
General and administrative expenses increased $466,000 from $405,000
during the three months ended March 31, 1997 to $871,000 during the three
months ended March 31, 1998. The major portion of this increase, or
$420,000, was attributable to Westland Associates, which was acquired by the
Corporation in November 1997. The remaining $46,000 of the increase resulted
from the Corporation's increased operating activities.
Although the Corporation had income before taxes of $2,504,000 during
the three months ended March 31, 1998, an income tax benefit of $5,000 has
been recorded during the period. The primary reason for the income tax
benefit was the recording of a $1,686,000 tax refund receivable from the
California Franchise Tax Board representing the tax (principal) portion of
the gross refund of $4,329,000. This refund was partially offset by the
recording of a provision for federal and state taxes in connection with the
refund of $1,629,000 and a combined provision for federal and state taxes in
connection with normal operations of $52,000.
Net income for the three months ended March 31, 1998 was $2,511,000, as
compared to $555,000 for the three month ended March 31, 1997. Basic
earnings per share was $0.32 in 1998 versus $0.07 in 1997. Diluted earnings
per share was $0.32 in 1998 as compared to $0.07 in 1997. Weighted average
basic shares outstanding were 7,835,000 in both 1998 and 1997. Weighted
average diluted shares outstanding were 7,948,000 in 1998, as compared to
7,868,000 in 1997.
11
<PAGE>
LOANS RECEIVABLE
The Corporation's loans receivable at March 31, 1998 were $13,752,000 as
compared to $7,081,000 at December 31, 1997. During the three months ended
March 31, 1998, advances of $454,000 were made on existing loan commitments.
On February 26, 1998, the Corporation received a secured promissory note
in the amount of $6,000,000 as consideration for the sale of its 40% equity
interest in Pink Dot. The note which is secured by a pledge of 100% of the
issued and outstanding stock of Pink Dot, is due and payable on May 27, 1998
together with accrued interest. Additionally, in connection with the sale of
the Corporation's Pink Dot stock on February 26, 1998, two outstanding
promissory notes payable to the Corporation by Pink Dot were replaced by two
new promissory notes ("Replacement Notes"). One promissory note in the
original principal amount of $2,500,000 together with accrued but unpaid
interest through February 26, 1998 in the amount of $303,000, was replaced
by a Replacement Note in the principal amount of $2,803,000. The second
promissory note in the nominal original principal amount of $1,000,000, of
which $415,000 had been advanced through February 26, 1998, together with
accrued but unpaid interest in the amount of $21,000, was replaced with a
Replacement Note in the principal amount of $436,000. Partially offsetting
these increases in the Corporation's loans receivable portfolio, were loan
payoffs of $232,000 and paydowns of $66,000 on the Corporation's loans
secured by auto leases.
The Corporation originates and , from time to time, purchases loans that
are secured by real estate, personal property or other collateral. In
connection with each loan proposal, the Corporation considers the value and
quality of the real estate or other collateral available to secure the loan
compared to the loan amount requested, the proposed interest rate and
repayment terms and the quality of the borrower. Loan originations occur as
opportunities arise which management believes to be attractive. 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 March 31, 1998, two loans secured by trust deeds or mortgages in the
principal amounts of $1,050,000 and $520,000 were in default. The
Corporation commenced foreclosure proceedings in October 1997 on the loan in
the principal amount of $1,050,000, and commenced foreclosure proceedings in
February 1998 on the loan in the principal amount of $520,000. No interest
income has been recorded in revenues since the respective foreclosures.
Management believes that the real estate collateral for the respective loans
will be sufficient to cover the principal and interest owing on each loan.
LIQUIDITY
The Corporation's cash and cash equivalents decreased by $1,262,000
during the three months ended March 31, 1998. The Corporation's sources of
cash during the three month period were $2,574,000 from the sale of
investment securities, $606,000 from the sale of Westland Associates' land
and building, and $298,000 from principal collected on loans receivable. The
Corporation's uses of cash during the three month period included $3,331,000
from the purchase of securities available for sale, $778,000 in loan
originations and advances, and $627,000 from
12
<PAGE>
operating activities. The Corporation held U.S. government and agency
securities with a market value of $18,183,000 at March 31, 1998.
The Corporation intends to pursue the acquisition of one hundred percent
or substantial interests in additional operating businesses. However, no
assurances can be given that the Corporation will be able to identify
attractive opportunities, or if it does, that it will be able to complete
acquisitions on acceptable terms. As the Corporation acquires interests in
other operating businesses, it intends to liquidate securities
available-for-sale as may be necessary to consummate acquisitions.
In the opinion of management, the Corporation has sufficient cash and
liquid assets to fund its growth and operating plans for the foreseeable
future.
13
<PAGE>
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K
Report on Form 8-K was filed on March 5, 1998 reporting
under Item 2. Acquisition or Disposition of Assets, Item 5.
Other Events, and Item 7. Financial Statements and Exhibits.
14
<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: May 13, 1998 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
15
<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,
1998 (UNAUDITED) AND THE CONSOLIDATED STATEMENTS OF OPERATIONS OF REGISTRANT FOR
THE THREE MONTHS ENDED MARCH 31, 1998 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 476,000
<SECURITIES> 19,164,000
<RECEIVABLES> 14,646,000
<ALLOWANCES> 16,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,037,000
<DEPRECIATION> 1,208,000
<TOTAL-ASSETS> 44,320,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,835,000
<OTHER-SE> 20,652,000
<TOTAL-LIABILITY-AND-EQUITY> 44,320,000
<SALES> 5,062,000
<TOTAL-REVENUES> 8,577,000
<CGS> 4,841,000
<TOTAL-COSTS> 6,073,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 81,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,504,000
<INCOME-TAX> (5,000)
<INCOME-CONTINUING> 2,511,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,511,000
<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
