<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, 1999
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
SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998 (AUDITED)
<TABLE>
<CAPTION>
ASSETS SEPTEMBER 30, 1999 DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 876,000 $ 291,000
Securities available-for-sale, at fair value 25,628,000 25,982,000
Investments in limited partnerships
that invest in securities 2,421,000 1,996,000
Other investments 500,000 500,000
Loans receivable, net 4,225,000 9,783,000
Accounts receivable 2,564,000 660,000
Income tax refunds receivable -- 260,000
Inventories 228,000 --
Accrued interest receivable 739,000 937,000
Real estate acquired through foreclosure -- 833,000
Telephone systems, net 271,000 392,000
Property and equipment, net 643,000 147,000
Goodwill, net 7,279,000 788,000
Other assets 701,000 28,000
-------------------------------------------------
TOTAL ASSETS $ 46,075,000 $ 42,597,000
-------------------------------------------------
-------------------------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $ 1,848,000 $ 409,000
Accrued expenses 2,352,000 2,091,000
Installment debt including capital leases 298,000 101,000
Deferred income taxes 8,094,000 8,006,000
Minority interests 346,000 143,000
-------------------------------------------------
TOTAL LIABILITIES 12,938,000 10,750,000
-------------------------------------------------
SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares
authorized; 7,835,000 shares issued and
outstanding in 1999 and 1998 7,835,000 7,835,000
Capital in excess of par value 55,943,000 55,943,000
Accumulated deficit (30,486,000) (31,996,000)
Accumulated other comprehensive (loss) income (155,000) 65,000
-------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 33,137,000 31,847,000
-------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 46,075,000 $ 42,597,000
-------------------------------------------------
-------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS THREE MONTHS THREE MONTHS
REVENUES: ENDED 9/30/99 ENDED 9/30/98 ENDED 9/30/99 ENDED 9/30/98
- --------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest on loans $ 954,000 $ 888,000 $ 333,000 $ 257,000
Loan fees -- 49,000 -- 22,000
Interest on securities available-for-
sale and money market funds 918,000 969,000 320,000 390,000
Unrealized gains (losses) on limited
partnerships that invest in securities 666,000 (342,000) 78,000 (364,000)
Gain (loss) on sale of securities available-
for-sale 766,000 (234,000) (1,000) (246,000)
Gain from equity investments 52,000 5,887,000 49,000 --
Sales to auto dealers 11,055,000 15,017,000 3,934,000 5,053,000
Sales to packaging customers 8,289,000 -- 2,851,000 --
Telephone system revenue 677,000 1,181,000 219,000 464,000
Interest on tax refund -- 2,644,000 -- --
Lawsuit settlement, net 192,000 -- -- --
Other Income 274,000 27,000 85,000 5,000
------------------------------------------------------------------------------
Total Revenues 23,843,000 26,086,000 7,868,000 5,581,000
------------------------------------------------------------------------------
EXPENSES:
- ---------
Cost of sales to auto dealers 10,353,000 14,221,000 3,700,000 4,723,000
Cost of sales - packaging 5,262,000 -- 1,885,000 --
Telephone time and system charges 718,000 928,000 242,000 231,000
General and administrative 4,668,000 3,086,000 1,905,000 966,000
------------------------------------------------------------------------------
Total Expenses 21,001,000 18,235,000 7,732,000 5,920,000
------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME
TAXES AND MINORITY INTERESTS 2,842,000 7,851,000 136,000 (339,000)
INCOME TAX (PROVISION) BENEFIT (1,107,000) (2,013,000) (46,000) 155,000
MINORITY INTERESTS SHARE OF
INCOME OF SUBSIDIARIES (225,000) (50,000) (37,000) (45,000)
------------------------------------------------------------------------------
NET INCOME (LOSS) $ 1,510,000 $ 5,788,000 $ 53,000 $ (229,000)
------------------------------------------------------------------------------
Net Income (Loss) Per Common Share:
Basic $ 0.19 $ 0.74 $ 0.01 $ (0.03)
Diluted 0.19 0.73 0.01 (0.03)
Weighted Average Shares Outstanding:
Basic 7,835,000 7,835,000 7,835,000 7,835,000
Diluted 7,967,000 7,937,000 7,967,000 7,835,000
</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 NINE MONTHS
ENDED 9/30/99 ENDED 9/30/98
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,510,000 $ 5,788,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses and doubtful receivables (2,000) 85,000
Depreciation, amortization, and accretion, net 468,000 154,000
(Gain) loss on sale of securities available for sale (766,000) 173,000
Unrealized (gains) losses on limited partnerships that
invest in securities (666,000) 360,000
Gain on sale of real estate acquired through foreclosure (112,000) --
Gain from equity investment (52,000) --
Gain on sale of property and equipment (5,000) (183,000)
(Increase) decrease in accounts receivable (861,000) 145,000
Decrease (increase) in accrued interest receivable 2,000 (293,000)
Net change in inventories (124,000) --
Net change in income taxes 496,000 3,108,000
Net change in other assets (91,000) 180,000
Net change in accounts payable 924,000 (100,000)
Net change in accrued expenses (42,000) 187,000
Net change in mortgage payable -- (655,000)
Net change in minority interest 92,000 (129,000)
------------------- -------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 771,000 8,820,000
------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries net of cash acquired (5,318,000) --
Purchase of investment securities (21,807,000) (32,773,000)
Proceeds from sales of investment securities 22,481,000 23,989,000
Loan originations and purchases (264,000) (2,684,000)
Proceeds from sale of real estate acquired through foreclosure 945,000 --
Proceeds from liquidation of limited partnership interest 240,000 --
Principal collected on loans receivable 3,759,000 372,000
Proceeds from sale of property and equipment 7,000 1,070,000
Purchase of property and equipment (171,000) (129,000)
------------------- -------------------
NET CASH USED IN INVESTING ACTIVITIES (128,000) (10,155,000)
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Installment debt borrowings 24,000 --
Repayment of debt and capital leases (82,000) --
------------------- -------------------
NET CASH USED IN FINANCING ACTIVITIES (58,000) --
------------------- -------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 585,000 (1,335,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 291,000 1,738,000
------------------- -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 876,000 $ 403,000
------------------- -------------------
------------------- -------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
NINE MONTHS NINE MONTHS
ENDED 9/30/99 ENDED 9/30/98
<S> <C> <C>
Net income $1,510,000 $5,788,000
-------------------------- ------------------------
Other comprehensive (loss) income, net of tax:
Unrealized gains on securities:
Unrealized holding gains arising
during period 240,000 146,000
Less: reclassification adjustment for gains
included in net income (460,000) (10,000)
-------------------------- ------------------------
Other comprehensive (loss) income (220,000) 136,000
-------------------------- ------------------------
Comprehensive income $1,290,000 $5,924,000
-------------------------- ------------------------
-------------------------- ------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
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 September
30, 1999 and December 31, 1998, and the results of operations, statements
of cash flows and statements of comprehensive income for the periods ended
September 30, 1999 and 1998.
The consolidated financial statements include the accounts of Westminster
Capital, Inc. and its subsidiaries including a 100% interest in Westland
Associates, Inc. ("Westland"), an 80% interest in One Source Industries,
LLC ("One Source") effective January 11, 1999 (see below), a 70% interest
in Physician Advantage, LLC ("Physician Advantage") effective May 18, 1999
(see below), and a 75% interest in Global Telecommunications Systems, LTD
("Global Telecommunications"), a limited partnership.
On January 11, 1999, the Corporation acquired an 80% interest in One
Source Industries, LLC ("One Source") from One Source Industries, Inc. for
cash consideration of $4.8 million paid at closing, deferred consideration
of $196,000, plus up to an additional $2.15 million in deferred contingent
cash consideration that may be paid over the next four years based on the
performance of One Source during such period. One Source provides turn-key
packaging and point-of-sale displays for a broad spectrum of consumer
products ranging from computer software to food products.
On May 18, 1999, the Corporation acquired a 55% interest in Physician
Advantage by exercising its option to convert $270,000 of a convertible
debt obligation into ownership interest in Physician Advantage.
Additionally, the Corporation acquired an additional 15% interest in
Physician Advantage as consideration for an option granted on March 1,
1999 that expired on May 18, 1999.
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 material set forth below 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, 1998 and for the year then ended.
6
<PAGE>
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, 1999 and December 31, 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
GROSS GROSS
UNREALIZED UNREALIZED ESTIMATED
AMORTIZED COST GAINS LOSSES FAIR VALUE
---------------------- ------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
September 30, 1999:
U.S. Treasury and Agency
Securities $25,622 $ 0 $(153) $25,469
Equity and Debt Securities 258 5 (104) 159
---------------------- ------------------- ------------------ -------------------
Total $25,880 $ 5 $(257) $25,628
---------------------- ------------------- ------------------ -------------------
---------------------- ------------------- ------------------ -------------------
December 31, 1998:
U.S. Treasury and Agency
Securities $25,638 $ 90 -- $25,728
Equity and Debt Securities 241 65 (52) 254
---------------------- ------------------- ------------------ -------------------
Total $25,879 $155 $(52) $25,982
---------------------- ------------------- ------------------ -------------------
---------------------- ------------------- ------------------ -------------------
</TABLE>
Maturities of U.S. Treasury and Agency Securities were as follows at
September 30, 1999 (in thousands):
<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
---------------------- ---------------------
<S> <C> <C>
Due within one year $13,645 $13,569
Due after one year through
five years 11,977 11,900
---------------------- ---------------------
$25,622 $25,469
---------------------- ---------------------
---------------------- ---------------------
</TABLE>
Gross unrealized gains include the value ascribed to warrants, which have
a readily determinable value, whether detached or attached to securities.
7
<PAGE>
3. LOANS RECEIVABLE
The Corporation's loans receivable outstanding at September 30, 1999 and
December 31, 1998 were comprised of the following (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 DECEMBER 31, 1998
-------------------------- --------------------------
<S> <C> <C>
Loans, net of loan fees,
secured by trust
deeds or mortgages 2,125 2,643
Loans secured by other
collateral 2,100 7,140
-------------------------- --------------------------
Total $4,225 $9,783
-------------------------- --------------------------
-------------------------- --------------------------
</TABLE>
4. GOODWILL
The Corporation's investments in operating businesses include purchased
goodwill recorded as follows (in thousands):
<TABLE>
<CAPTION>
ACCUMULATED AMORTIZATION NET
PURCHASED AMORTIZATION FOR 9 MONTHS UNAMORTIZED
GOODWILL AT 1/1/99 ENDED 9/30/99 COST AT 9/30/99
-------------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
September 30, 1999:
One Source Industries $4,796 $ -- $(178) $4,618
Physician Advantage 1,577 -- (60) 1,517
Westland Associates 888 (100) (66) 722
Touch Controls 456 -- (34) 422
-------------------- ------------------- ------------------ ------------------
Total $7,717 $(100) $(338) $7,279
-------------------- ------------------- ------------------ ------------------
-------------------- ------------------- ------------------ ------------------
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED AMORTIZATION NET
PURCHASED AMORTIZATION FOR 12 MONTHS UNAMORTIZED
GOODWILL 1/1/98 ENDED 12/31/98 COST AT 12/31/98
-------------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
December 31, 1998:
Westland Associates $888 $ (8) $ (92) $ 788
-------------------- ------------------- ------------------ ------------------
Total $888 $ (8) $ (92) $ 788
-------------------- ------------------- ------------------ ------------------
-------------------- ------------------- ------------------ ------------------
</TABLE>
Purchased goodwill arising during the current year is discussed in notes 5
and 6 below.
8
<PAGE>
5. ACQUISITION OF SUBSIDIARIES
ONE SOURCE INDUSTRIES, LLC
As discussed in Note 1, the Corporation acquired an 80% interest in One
Source Industries, LLC ("One Source") from One Source Industries, Inc. on
January 11, 1999. The acquisition was accounted for under the purchase
method of accounting. The following table summarizes the fair value of
assets and liabilities of One Source as of the date of the acquisition and
the computation of the excess of the purchase price over the fair value of
the net assets acquired (in thousands):
<TABLE>
<CAPTION>
Fair Value of
Assets Acquired
And Liabilities
Assumed
-------------------
<S> <C>
Cash $ 117
Accounts receivable, net 929
Inventories 104
Property and equipment, net 193
Other assets 41
------------------
Total assets 1,384
------------------
Accounts payable 498
Accrued expenses and other liabilities 208
Installment loan obligation 120
------------------
Total liabilities 826
------------------
Fair value of net assets at 100% 558
------------------
Fair value of 80% of net assets 446
Purchase price including closing costs of $ 246 5,242
------------------
Excess of purchase price over the fair value
of net assets acquired $ 4,796
==================
</TABLE>
The excess of the purchase price over the fair value of the net assets
acquired, goodwill, is being amortized using the straight-line method over
20 years.
9
<PAGE>
PHYSICIAN ADVANTAGE, LLC
As discussed in Note 1, the Corporation holds a 70% interest in Physician
Advantage as a result of two transactions occurring on May 18, 1999. The
acquisition was accounted for under the purchase method of accounting. The
following table summarizes the fair value of assets and liabilities of
Physician Advantage as of the date of the acquisition and the computation
of the excess of the purchase price over the fair value of the net assets
acquired (in thousands):
<TABLE>
<CAPTION>
Fair Value of
Assets Acquired
And Liabilities
Assumed
-------------------
<S> <C>
Cash $ 88
Accounts receivable, net 114
Property and equipment, net 147
Other assets 88
------------------
Total assets 437
------------------
Accounts payable 17
Accrued expenses and other liabilities 139
------------------
Total liabilities 156
------------------
Fair value of net assets
net of intercompany balances 281
------------------
Consideration:
Conversion of note receivable into equity 270
Balance of inter-company note receivable
eliminated on consolidation 1,588
------------------
Total consideration 1,858
------------------
Excess of purchase price over the fair value
of net assets acquired $ 1,577
==================
</TABLE>
The excess of the purchase price over the fair value of the net assets
acquired, goodwill, is being amortized using the straight-line method over
10 years.
At the date of conversion, Physician Advantage had a deficiency in net
assets of $1,577,000, which amount corresponds to goodwill. It is not
appropriate to reflect a minority interest receivable in the consolidated
statements for the minority interest share of the capital deficiency in
Physician Advantage at the date of acquisition, because the minority owners
have not guaranteed the subsidiary debt or committed to provide additional
capital. Accordingly, the consolidated results of operations reflect 100%
of the results of Physician Advantage as being attributable to the
Corporation, until all pre-acquisition losses of $473,000 (30% of
$1,577,000) plus any current and possible future losses attributable to the
minority interests are recouped from future earnings of Physician
Advantage, if any.
10
<PAGE>
At September 30, 1999, pre-acquisition and post-acquisition losses to be
recouped from post acquisition profits, which would otherwise be
attributable to minority interests but will instead be credited directly to
equity, are $473,000 and $251,000 respectively.
6. EQUITY INVESTMENT
On January 1, 1999, the Corporation acquired a 50% interest in Touch
Controls, Inc. by exercising its option to convert a convertible loan
receivable in the principal amount of $800,000 plus $57,000 of accrued
interest, into ownership of common stock. The excess cost of $456,000 over
50% of the net assets at the date of acquisition has been recorded as
goodwill and is being amortized over a ten-year period. The Corporation's
proportionate share of results of operations for Touch Controls is
included under the caption "Gain From Equity Investment" in the
Consolidated Statements of Income since the date of the investment. The
equity investment, net of year-to-date gains of $52,000, is included in
other assets in the Consolidated Statements of Financial Condition.
The summarized assets and liabilities of Touch Controls on January 1, 1999
post debt conversion, and September 30, 1999 were as follows (in
thousands):
<TABLE>
<CAPTION>
January 1, 1999 September 30, 1999
---------------------- -------------------------
<S> <C> <C>
Total Assets $ 1,595 $ 2,474
---------------------- -------------------------
Total Liabilities 850 1,593
---------------------- -------------------------
Total Liabilities and
Shareholders' Equity $ 1,595 $ 2,474
---------------------- -------------------------
</TABLE>
11
<PAGE>
7. SEGMENT INFORMATION
Revenues, gross profit and other financial data of the Corporation's
industry segments for the nine months and three months ended September 30,
1999 and 1998, are set forth below. All revenues are earned in the United
States of America.
<TABLE>
<CAPTION>
FINANCE GROUP PACKAGING
AND SECURED PURCHASING DESIGN AND OTHER
LENDING SERVICES MANUFACTURING BUSINESS TOTAL
----------- ---------- ------------- -------- -----
<S> <C> <C> <C> <C> <C>
(Dollars in thousands)
NINE MONTHS ENDED SEPT. 30
1999
- ----
Revenues $ 3,529 $ 11,156 $ 8,289 $ 869 $ 23,843
Gross profit 3,529 803 3,027 151 7,510
General and administrative 1,297 1,520 1,851 0 4,668
Depreciation, amortization
and accretion, net (45) 170 217 126 468
Interest expense 0 23 14 0 37
Income (loss) before taxes 2,232 (717) 1,176 151 2,842
Identifiable assets 34,384 3,301 7,918 472 46,075
1998
- ----
Revenues $ 9,888 $ 15,017 $ 0 $ 1,181 $ 26,086
Gross profit 9,888 796 0 253 10,937
General and administrative 1,754 1,332 0 0 3,086
Depreciation, amortization
and accretion, net (99) 88 0 165 154
Interest expense 0 11 0 0 11
Income (loss) before taxes 8,134 (536) 0 253 7,851
Identifiable assets 40,850 1,729 0 716 43,295
THREE MONTHS ENDED SEPT. 30
1999
- ----
Revenues $ 785 $ 4,013 $ 2,851 $ 219 $ 7,868
Gross profit 785 313 966 (23) 2,041
General and administrative 449 703 753 0 1,905
Depreciation, amortization
and accretion, net (11) 80 76 42 187
Interest expense 0 5 6 0 11
Income (loss) before taxes 336 (390) 213 (23) 136
Identifiable assets 34,384 3,301 7,918 472 46,075
1998
- ----
Revenues $ 64 $ 5,053 $ 0 $ 464 $ 5,581
Gross profit 64 330 0 233 627
General and administrative 563 403 0 0 966
Depreciation, amortization
and accretion, net (46) 34 0 41 29
Interest expense 0 2 0 0 2
Income (loss) before taxes (499) (73) 0 233 (339)
Identifiable assets 40,850 1,729 0 716 43,295
</TABLE>
12
<PAGE>
- General and administrative expenses include interest expense and the
net effects of depreciation, amortization and accretion in the
Consolidated Statement of Operations.
- Income (loss) before taxes represents income before taxes and minority
interests.
- The finance and secured lending segment includes the sale of the
equity interest in Pink Dot in the nine months ended September 30,
1998.
- The group purchasing services segment reflects the results of
operations of Physician Advantage from May 18, 1999 and Westland
Associates.
- The packaging design and manufacturing segment reflects results of
operations of One Source from January 11, 1999.
- Other business consists of the operations of Global
Telecommunications, interest on the Franchise Tax Board settlement
(during the nine months ended September 30, 1998) and settlement
recoveries in the Drexel Burnham Lambert, Inc. class action lawsuit.
8. SUPPLEMENTAL CASH FLOW INFORMATION
<TABLE>
<CAPTION>
Nine months ended Nine months ended
SEPTEMBER 31, 1999 SEPTEMBER 31, 1998
--------------------------------------------------
<S> <C> <C>
Supplemental schedule of cash flow information:
Interest paid $ 37,000 $ 11,000
==================================================
Income taxes paid $ 610,000 $ 594,000
==================================================
Supplemental schedule of non-cash investing and financing activities:
Conversion of note receivable inclusive of $57,000
of accrued interest into a 50% equity investment $ 857,000 -
==================================================
Tax effect of reduced unrealized (losses) gains
on securities available-for-sale $ (148,000) $ 90,000
==================================================
</TABLE>
9. 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.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS REGARDING VARIOUS
ASPECTS OF OUR BUSINESS AND AFFAIRS, INCLUDING STATEMENTS ABOUT THE ADEQUACY OF
COLLATERAL FOR LOANS IN DEFAULT, OUR FUTURE CASH NEEDS AND YEAR 2000 COMPLIANCE
OF OUR COMPUTER SYSTEMS. THE WORDS "EXPECT," "ESTIMATE," "BELIEVE" AND SIMILAR
EXPRESSIONS AND VARIATIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THESE FORWARD-LOOKING STATEMENTS INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE
FORWARD-LOOKING STATEMENTS. STATEMENTS ABOUT FUTURE EARNINGS AND REVENUES AND
THE ADEQUACY OF CASH RESOURCES FOR FUTURE NEEDS ARE UNCERTAIN BECAUSE OF THE
UNPREDICTABILITY OF FUTURE EVENTS AFFECTING SUCH STATEMENTS. STATEMENTS ABOUT
THE ADEQUACY OF REAL ESTATE COLLATERAL INVOLVE PREDICTIONS AS TO WHAT A BUYER
WILL BE WILLING TO PAY FOR THE PROPERTY IN THE FUTURE, WHICH CANNOT BE KNOWN
WITH CERTAINTY. STATEMENTS ABOUT YEAR 2000 COMPLIANCE ARE IN PART DEPENDENT UPON
PERFORMANCE BY THIRD PARTIES OVER WHOM WE DO NOT HAVE CONTROL. READERS ARE
CAUTIONED NOT TO PUT UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS. WE
UNDERTAKE NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES THAT ARISE AFTER THE DATE HEREOF.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
REVENUES
Revenues for the quarter ended September 30, 1999 were $7,868,000 as
compared to $5,581,000 for the quarter ended September 30, 1998. The net
increase in revenues is largely attributable to the inclusion in revenues of
$2,851,000 related to the operations of One Source, which became an 80% owned
subsidiary of Westminster on January 11, 1999. Revenues decreased by $1,119,000
at Westland Associates from $5,053,000 during the quarter ended September 30,
1998 to $3,934,000 during the quarter ended September 30, 1999. The decline in
revenues of Westland Associates was due in large measure to the loss of a
significant parts vendor and to declines in sales of certain other product
lines.
Global Telecommunications revenues decreased from $464,000 during the
quarter ended September 30, 1998 to $219,000 during the quarter ended September
30, 1999. This reduction in revenues is primarily attributable to the gain of
$229,000 from the disposition of the Miramar contract in the quarter ended
September 30, 1998, which was disposed of effective June 30, 1998.
During the quarter ended September 30, 1999, we recorded unrealized
gains on limited partnerships that invest in securities of $78,000 compared to
unrealized losses of $364,000 during the quarter ended September 30, 1998. These
limited partnerships invest in equity and debt securities and we record gains
and losses on these investments based upon the equity method of accounting.
Interest on loans was $333,000 during the quarter ended September 30,
1999 as compared to $257,000 during the quarter ended September 30, 1998.
Interest on loans for the quarter ended September 30, 1999, includes an amount
of $134,000 representing unamortized imputed interest relating to the early
pay-off of two Notes due from Pink Dot. Such loans were originally due in March
14
<PAGE>
2000. Interest on securities available-for-sale and money market funds was
$320,000 during the quarter ended September 30, 1999 as compared to $390,000
during the quarter ended September 30, 1998.
During the quarter ended September 30, 1999, we recorded a loss on
the sale of securities available-for-sale of $1,000 compared to a loss of
$246,000 on the sale of securities available-for-sale during the quarter
ended September 30, 1998.
The current quarter includes a gain of $49,000, representing our 50%
equity interest in the Net Income of Touch Controls. Other Income of $85,000
includes revenues attributable to Physician Advantage of $79,000. Other
Income was $5,000 for the quarter ended September 30, 1998.
COST OF SALES
The revenues of $3,934,000 generated by Westland Associates,
reported under the caption "Sales to auto dealers" in the consolidated
financial statements, were offset by direct costs of $3,700,000, reported
under the caption "Cost of sales to auto dealers". As a result, Westland
Associates generated gross profit before operating expenses of $234,000 in
the quarter ended September 30, 1999 compared to $330,000 in the quarter
ended September 30, 1998. The reduction in gross profit is attributable to a
reduction in sales volume and lower margins resulting from a change in
product sales mix toward lower margin business for the quarter ended
September 30, 1999.
The revenues of $2,851,000 generated by One Source, reported under
the caption "Sales to packaging customers" in the consolidated financial
statements, were offset by direct costs of $1,885,000, reported under the
caption "Cost of sales - packaging". As a result, One Source generated gross
profit before operating expenses of $966,000 in the quarter ended September
30, 1999.
Global Telecommunication's expenses increased from $231,000 during
the quarter ended September 30, 1998 to $242,000 during the quarter ended
September 30, 1999. This increase is mainly attributable to Year 2000
expenses incurred during the current quarter.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $939,000 from $966,000
for the quarter ended September 30, 1998 to $1,905,000 for the quarter ended
September 30, 1999. This increase resulted from general and administrative
expenses of $753,000 and $312,000, attributable to One Source and Physician
Advantage, respectively, which were offset by a reduction in finance and
secured lending general and administrative expenses. General and
administrative expenses at Westland Associates were $391,000 for the three
months ended September 30, 1999, compared to $392,000 for the three months
ended September 30, 1998.
INCOME TAXES
An income tax provision of $46,000 was recorded for the quarter
ended September 30, 1999. This provision represents a combined federal and
state effective tax rate of 46.5%, net of income attributable to minority
interests. During the quarter ended September 30, 1998, an income tax benefit
of $155,000 was recorded, net of income attributable to minority interests.
15
<PAGE>
NET INCOME
Net income for the quarter ended September 30, 1999 was $53,000, as
compared to a net loss of $229,000 for the quarter ended September 30, 1998.
Basic and fully diluted earnings (loss) per share were $0.01 in 1999 versus
($0.03) in 1998. Weighted average basic shares outstanding were 7,835,000 in
both 1999 and 1998. Weighted average diluted shares outstanding were
7,967,000 in 1999 and 7,835,000 in 1998.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
REVENUES
Revenues for the nine months ended September 30, 1999 were
$23,843,000 as compared to $26,086,000 for the nine months ended September
30, 1998. Revenues decreased by $3,962,000 at Westland Associates, from
$15,017,000 during the nine months ended September 30, 1998 to $11,055,000
during the nine months ended September 30, 1999. The decline in revenues of
Westland Associates was due in large measure to the loss of a significant
parts vendor and to declines in sales of certain other product lines.
Additionally, a gain from the sale of our interest in Pink Dot of $5,887,000
and interest of $2,644,000 related to a franchise tax claim, were recorded
during the nine months ended September 30, 1998, with no comparable amounts
recorded in the nine months ended September 30, 1999. These reductions in
revenues were offset by the inclusion in revenues of $8,289,000 related to
the operations of One Source, in which we acquired an 80% ownership interest
on January 11, 1999.
Global Telecommunications revenues decreased from $1,181,000 during
the nine months ended September 30, 1998 to $677,000 during the nine months
ended September 30, 1999. This reduction in revenues is primarily
attributable to the disposition of the contract for the Miramar base
effective June 30, 1998. For the nine months ended September 30, 1998,
revenues for the Miramar base were $500,000, inclusive of a gain of $229,000
related to the disposition of the contract for the Miramar base.
During the nine months ended September 30, 1999, we recorded gains
of $766,000 on the sale of securities available-for-sale compared to losses
of $234,000 during the nine months ended September 30, 1998. During the nine
months ended September 30, 1999, we recorded unrealized gains on limited
partnerships that invest in securities of $666,000 compared to unrealized
losses of $342,000 during the nine months ended September 30, 1998. These
limited partnerships invest in equity and debt securities and we record gains
and losses on these investments based upon the equity method of accounting.
Interest on loans was $954,000 during the nine months ended
September 30, 1999 as compared to $888,000 during the nine months ended
September 30, 1998. Interest on securities available-for-sale and money
market funds was $918,000 during the nine months ended September 30, 1999 as
compared to $969,000 during the nine months ended September 30, 1998.
Revenues for the nine months ended September 30, 1999 included a
recovery, net of court directed attorney's fees, of $192,000 received from
the Drexel, Milken litigation. No such recoveries were received during the
nine months ended September 30, 1998. While additional settlement payments
may be received in the Drexel, Milken litigation over time, the timing of
payments is not
16
<PAGE>
determinable and amounts that might be received are not expected to be as
great as amounts previously received.
Other income of $274,000 includes a gain of $112,000 from the sale
of real estate acquired through foreclosure during 1997 and sold during the
nine months ended September 30, 1999, and $101,000 of revenues attributable
to Physician Advantage for the period May 18, 1999 to September 30, 1999.
COST OF SALES
The revenues of $11,055,000 generated by Westland Associates,
reported under the caption "Sales to auto dealers" in the consolidated
financial statements, were offset by direct costs of $10,353,000, reported
under the caption "Cost of sales to auto dealers". As a result, Westland
Associates generated gross profit before operating expenses of $702,000 for
the nine months ended September 30, 1999, compared to $796,000 in the nine
months ended September 30, 1998. The level of gross profit declined less than
the proportionate decline in sales would indicate in comparison to the year
earlier period, due primarily to improved margins, despite a decline in sales
revenues, which has resulted from a change in product sales mix toward higher
margin business for the nine months ended September 30, 1999.
The revenues of $8,289,000 generated by One Source, reported under
the caption "Sales to packaging customers" in the consolidated financial
statements, were offset by direct costs of $5,262,000, reported under the
caption "Cost of sales - packaging". As a result, One Source generated gross
profit before operating expenses of $3,027,000 for the period January 11,
1999, the date of acquisition, to September 30, 1999.
Global Telecommunication's expenses decreased from $928,000 during
the nine months ended September 30, 1998 to $718,000 during the nine months
ended September 30, 1999, consistent with the decline in revenues, primarily
attributable to the disposition of the Miramar contract.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $1,582,000 from
$3,086,000 for the nine months ended September 30, 1998 to $4,668,000 for the
nine months ended September 30, 1999. This increase resulted from general and
administrative expenses of $1,851,000 and $412,000, attributable to One
Source and Physician Advantage, respectively, which were offset in part by a
reduction in general and administrative expenses at Westland Associates of
$224,000 attributable to cost saving initiatives, and to reductions of
$457,000 relating to expenses incurred in 1998 in connection with various
matters including the sale of Pink Dot, business consulting expenses, bad
debts and recruitment costs. General and administrative expenses at Westland
Associates were $1,108,000 for the nine months ended September 30, 1999,
compared to $1,332,000 for the nine months ended September 30, 1998.
INCOME TAX
An income tax provision of $1,107,000 was recorded for the nine
months ended September 30, 1999. This provision represents a combined federal
and state effective tax rate of 42.3%, net of income attributable to minority
interests. For the nine months ended September 30, 1998, an income tax
provision of $2,013,000 was recorded, representing a 25.8% effective tax
rate. The difference between
17
<PAGE>
the tax provision recorded and the amount based on statutory rates for the
nine months ended September 30, 1998, was primarily due to a $1,686,000 tax
refund received from the California Franchise Tax Board which was recorded as
a reduction to the income tax provision.
NET INCOME
Net income for the nine months ended September 30, 1999 was
$1,510,000, as compared to $5,788,000 for the nine months ended September 30,
1998. Basic earnings per share were $0.19 in 1999 versus $0.74 in 1998.
Diluted earnings per share were $0.19 in 1999 versus $0.73 in 1998. Weighted
average basic shares outstanding were 7,835,000 in both 1999 and 1998.
Weighted average diluted shares outstanding were 7,967,000 in 1999 and
7,937,000 in 1998.
FINANCIAL CONDITION
LOANS RECEIVABLE
Loans receivable were $4,225,000 at September 30, 1999, compared to
$9,783,000 at December 31, 1998. During the nine months ended September 30,
1999, advances of $264,000 were made on existing loan commitments.
On January 1, 1999, we exercised our option to convert a convertible
loan receivable in the principal amount of $800,000, together with accrued
interest of $57,000, into a 50% equity interest in Touch Controls, Inc.
On March 1, 1999, we granted Physician Advantage and its two
shareholders an option to purchase our convertible secured note at any time
prior to May 17, 1999, for a purchase price equal to the then outstanding
principal and accrued interest plus $600,000. As consideration for granting
the option, the shareholders of Physician Advantage agreed to transfer 15% of
their equity interest in Physician Advantage to Westminster effective May 18,
1999, in the event that the option was not exercised by that date. The option
expired without being exercised resulting in the transfer of the 15% equity
interest to Westminster. Following the transfer and the conversion of a
portion of the loan from us to Physician Advantage described below, we now
own a 70% interest in Physician Advantage.
Our existing loan commitment to Physician Advantage provides for a
partially secured convertible loan of up to $2,000,000 of which $270,000 was
converted into a 55% ownership interest in Physician Advantage on May 18,
1999. The loan bears interest at a variable rate equal to the "prime rate"
plus one percent per annum, compounded monthly. The unconverted principal
balance and all unpaid accrued interest are due in twenty-four equal monthly
installments beginning November 20, 2000. The loan is secured by a security
interest in all tangible and intangible assets of Physician Advantage.
Effective May 18, 1999, the loan has been eliminated from the consolidated
statement of financial condition, and our consolidated results now include
the financial results of Physician Advantage from May 18, 1999.
On August 27, 1999, the Company received the entire principal and
interest outstanding on two Notes due from Pink Dot, Inc, which were
originally due in March 2000. The repayment of these Notes on August 27, 1999
was represented by principal and accrued interest of $3,239,000 and $13,000
respectively.
18
<PAGE>
At September 30, 1999, a loan secured by a first mortgage in the
principal amount of $1,050,000 was in default. We commenced foreclosure
proceedings in October 1997 on this loan. No interest income has been
recorded in revenues since the foreclosure proceeding was commenced. We
believe that the real estate collateral will be sufficient to cover the
principal and interest owing on the loan in default.
Westminster 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, we consider 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 we believe 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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents increased by $585,000 during the nine
months ended September 30, 1999. Our sources of cash during the period were
$22,481,000 from the sale of investment securities, $3,239,000 of principal
on two Notes Receivable from Pink Dot, $945,000 from the sale of real estate
acquired through foreclosure, $520,000 of principal collected on a previously
foreclosed loan and $240,000 from liquidation of an investment. Our uses of
cash during the period included $21,807,000 for the purchase of securities
available for sale, $5,125,000 for the acquisition of One Source, $193,000
for the acquisition of Physician Advantage, $264,000 in advances on existing
loan commitments and $171,000 for purchases of property and equipment. We
held U.S. government and agency securities with a market value of $25,628,000
at September 30, 1999.
We intend to pursue the acquisition of one hundred percent or
substantial interests in additional operating businesses. However, no
assurances can be given that we will be able to identify attractive
opportunities, or if we do, that we will be able to complete acquisitions on
acceptable terms. As we acquire interests in other operating businesses, we
intend to liquidate securities available-for-sale as may be necessary to
consummate acquisitions.
In our opinion, Westminster has sufficient cash and liquid assets to
fund its growth and operating plans for the foreseeable future.
Subsequent to the close of the third quarter, on October 21, 1999,
Westminster received $2,322,000, representing the entire principal
outstanding of $1,900,000 and accrued interest of $422,000 on a loan made to
United Leisure Corp., which was originally due on July 29, 1999.
Additionally, on the same date, the Corporation received $1,112,000,
representing the entire principal outstanding of $1,100,000 and accrued
interest of $12,000 on a secured loan made to United Hotel and Casino, LLC,
which was originally due on August 1, 1999. These loans were repaid with
proceeds from the sale of real property owned by United Hotel and Casino,
LLC. In connection with the sale of the real property, on October 27, 1999,
Westminster received an additional $1,484,000, representing the redemption of
our right to participate in 25% of the profits from the sale of that real
property as provided for in the loan agreement with United Leisure Corp. This
amount will be recorded as revenues during the quarter and year ended
December 31, 1999.
19
<PAGE>
MARKET RISK
We are exposed to certain market risks, which are inherent in our
financial instruments and arise from transactions entered into in the normal
course of business. We have not entered into and do not intend to enter into
derivative financial instruments for speculative purposes. A discussion of
our primary market risk disclosure in financial instruments is presented
below and should be read in conjunction with the forward-looking statement
included herein.
We are subject to interest rate risk on our marketable securities
portfolio and loans receivable. The marketable securities portfolio matures
in less than two years. The loan receivable portfolio comprises both variable
and fixed rate loans, with all fixed rate loans being of a short-term nature.
We are subject to equity price risk on our investments in limited
partnerships that invest in securities. At September 30, 1999, these
investments represented 5.25% of total assets.
YEAR 2000 COMPLIANCE
The inability of computers, software and other equipment utilizing
microprocessors to recognize and process data fields containing a two digit
year is commonly referred to as the Year 2000 ("Y2K") issue. As Y2K
approaches, some systems may be unable to accurately process certain
information because some computer programs have time-sensitive software that
recognizes a date using "00" as the year 1900 rather than the year 2000. This
software could cause a system failure or miscalculations causing disruptions
of operation, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
We have completed an assessment of our existing hardware and
software systems and, after a review of all material issues, one of which
being the Y2K issue, we determined which systems needed be replaced or
upgraded. We have spent approximately $204,000 in system replacements and
upgrades, most of which was incurred in the ordinary course of business.
All planned upgrades were installed by July 31, 1999, which
completes the Y2K plan for all internal systems. We believe that with
conversions to new software, the Y2K issue will not pose significant
operational problems for our computer systems. However, no assurance can be
given that all of our systems will be Y2K compliant, or that the impact of
any failure to achieve substantial Y2K compliance will not have a material
adverse effect on our financial condition, results of operations or cash
flows.
We have communicated with our most significant customers, vendors
and service providers, and have not received any communication that would
indicate the existence of a Y2K issue. Nevertheless, we cannot fully
determine the extent to which our customers and vendors systems may not be
compliant. Furthermore, there can be no assurance that the systems of other
companies with which we deal will be timely converted or that such failure to
convert by another company would not have an adverse effect on our financial
condition. We are developing contingency plans to alter business
relationships in the event certain third parties fail to become Y2K compliant.
With the exception of the historical information, the matters
discussed above include forward-looking statements that involve risks and
uncertainties. Specific factors that might cause differences between the
estimates and actual results include, but are not limited to, the
availability and cost of personnel trained in these areas, the ability of
locating and correcting all relevant computer code,
20
<PAGE>
timely responses to and corrections by third parties and suppliers, the
ability to implement interfaces between the new systems and the systems not
being replaced and similar uncertainties. Due to the general uncertainty
inherent in the Year 2000 problem, resulting in part from the uncertainty of
the Year 2000 readiness of third parties and the inter-connection of
businesses, we cannot ensure our ability to timely and cost effectively
resolve problems associated with the Year 2000 issue that may affect our
operations and business, or expose us to third party liability.
21
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The information required by this item is incorporated herein by reference to the
section entitled "Market Risk" in Management's Discussion and Analysis of
Results of Operations and Financial Condition (Part 1, Item 2).
22
<PAGE>
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
23
<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, 1999 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
24
<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,
1999 (Unaudited) and the Consolidated Statements of Operations of Registrant for
the nine months ended September 30, 1999 (Unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 876,000
<SECURITIES> 25,628,000
<RECEIVABLES> 6,805,000
<ALLOWANCES> 16,000
<INVENTORY> 228,000
<CURRENT-ASSETS> 0
<PP&E> 2,020,000
<DEPRECIATION> 1,106,000
<TOTAL-ASSETS> 46,075,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 7,835,000
<OTHER-SE> 25,302,000
<TOTAL-LIABILITY-AND-EQUITY> 46,075,000
<SALES> 19,344,000
<TOTAL-REVENUES> 23,843,000
<CGS> 15,615,000
<TOTAL-COSTS> 21,001,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,000
<INCOME-PRETAX> 2,842,000
<INCOME-TAX> 1,107,000
<INCOME-CONTINUING> 1,510,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,510,000
<EPS-BASIC> .19
<EPS-DILUTED> .19
</TABLE>
