<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -- ACT OF 1934
For the quarterly period ended June 30, 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
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(Address of principal executive office) (Zip Code)
310 278-1930
--------------
(Registrant's Telephone Number, Including Area Code)
-----------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
X Yes No
- --- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date 7,834,607
---------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF
JUNE 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998 (AUDITED)
<TABLE>
<CAPTION>
ASSETS JUNE 30, 1999 DECEMBER 31, 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents $ 908,000 $ 291,000
Securities available-for-sale, at fair value 22,914,000 25,982,000
Investments in limited partnerships
that invest in securities 2,343,000 1,996,000
Other investments 500,000 500,000
Loans receivable, net 7,214,000 9,783,000
Accounts receivable 2,407,000 660,000
Income tax refunds receivable -- 260,000
Inventories 184,000 --
Accrued interest receivable 937,000 937,000
Real estate acquired through foreclosure -- 833,000
Telephone systems, net 308,000 392,000
Property and equipment, net 666,000 147,000
Goodwill, net 7,406,000 788,000
Other assets 678,000 28,000
------------------------------ -------------------------------
TOTAL ASSETS $ 46,465,000 $ 42,597,000
------------------------------ -------------------------------
------------------------------ -------------------------------
LIABILITIES AND
SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $ 1,497,000 $ 409,000
Accrued expenses 2,388,000 2,091,000
Installment debt including capital leases 330,000 101,000
Deferred income taxes 8,668,000 8,006,000
Minority interests 412,000 143,000
------------------------------ -------------------------------
TOTAL LIABILITIES 13,295,000 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 (30,539,000) (31,996,000)
Accumulated other comprehensive (loss) income (69,000) 65,000
------------------------------ -------------------------------
TOTAL SHAREHOLDERS' EQUITY 33,170,000 31,847,000
------------------------------ -------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 46,465,000 $ 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>
Six Months Six Months Three Months Three Months
REVENUES: Ended 6/30/99 Ended 6/30/98 Ended 6/30/99 Ended 6/30/98
- --------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Interest on loans $ 621,000 $ 631,000 $ 360,000 $ 389,000
Loan Fees -- 27,000 -- 27,000
Interest on securities available-for-
sale and money market funds 598,000 579,000 302,000 325,000
Unrealized gains (losses) on limited
partnerships that invest in securities 588,000 22,000 377,000 (23,000)
Gain on sale of securities available-for-sale 767,000 12,000 589,000 0
Gain from equity investments 3,000 5,887,000 22,000 5,887,000
Sales to auto dealers 7,121,000 9,964,000 3,439,000 4,902,000
Sales to packaging customers 5,438,000 0 3,415,000 0
Telephone system revenue 458,000 717,000 223,000 365,000
Interest on tax refund 0 2,644,000 0 0
Lawsuit settlement, net 192,000 0 192,000 0
Other Income 189,000 22,000 57,000 56,000
------------------- ------------------- ------------------- ------------------
Total Revenues 15,975,000 20,505,000 8,976,000 11,928,000
------------------- ------------------- ------------------- ------------------
EXPENSES:
Cost of sales to auto dealers 6,653,000 9,498,000 3,216,000 4,657,000
Cost of sales - packaging 3,377,000 0 2,038,000 0
Telephone time and system charges 476,000 697,000 229,000 336,000
General and administrative 2,763,000 2,120,000 1,504,000 1,249,000
------------------- ------------------- ------------------- ------------------
Total Expenses 13,269,000 12,315,000 6,987,000 6,242,000
------------------- ------------------- ------------------- ------------------
INCOME BEFORE INCOME TAXES
AND MINORITY INTERESTS 2,706,000 8,190,000 1,989,000 5,686,000
INCOME TAX PROVISION (1,061,000) (2,168,000) (782,000) (2,173,000)
MINORITY INTERESTS SHARE OF
INCOME OF SUBSIDIARIES (188,000) (5,000) (152,000) (7,000)
------------------- ------------------- ------------------- ------------------
------------------- ------------------- ------------------- ------------------
NET INCOME $ 1,457,000 $ 6,017,000 $ 1,055,000 $ 3,506,000
------------------- ------------------- ------------------- ------------------
------------------- ------------------- ------------------- ------------------
Net Income Per Common Share:
Basic $0.19 $0.77 $0.13 $0.45
Diluted 0.18 0.76 0.13 0.44
Weighted Average Shares Outstanding:
Basic 7,835,000 7,835,000 7,835,000 7,835,000
Diluted 7,967,000 7,937,000 7,984,000 7,937,000
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED 6/30/99 ENDED 6/30/98
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,457,000 $ 6,017,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses and doubtful receivables (2,000) 101,000
Depreciation, amortization, and accretion, net 259,000 125,000
Gain on sale of securities available for sale (767,000) (55,000)
Unrealized gains on limited partnerships that
invest in securities (588,000) (22,000)
Gain on sale of real estate acquired through foreclosure (112,000) --
Gain from equity investment (3,000) --
Loss on sale of property and equipment 2,000 46,000
Increase in accounts receivable (704,000) (101,000)
Increase in accrued interest receivable (57,000) (101,000)
Net change in inventories (80,000) --
Net change in income taxes 988,000 3,638,000
Net change in other assets (117,000) 190,000
Net change in accounts payable 573,000 (12,000)
Net change in accrued expenses (102,000) 510,000
Net change in mortgage payable -- (655,000)
Net change in minority interest 158,000 (35,000)
------------------------- ------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 905,000 9,646,000
------------------------- ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries net of cash acquired (5,323,000) --
Purchase of investment securities (13,205,000) (25,179,000)
Proceeds from sales of investment securities 16,773,000 14,820,000
Loan originations and purchases (164,000) (1,197,000)
Proceeds from sale of real estate acquired through foreclosure 945,000 --
Proceeds from liquidation of limited partnership interest 241,000 --
Principal collected on loans receivable 520,000 336,000
Proceeds from sale of property and equipment -- 835,000
Purchase of property and equipment (145,000) (122,000)
------------------------- ------------------------
NET CASH USED IN INVESTING ACTIVITIES (358,000) (10,507,000)
------------------------- ------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Installment debt borrowings 124,000 --
Repayment of debt and capital leases (54,000) --
------------------------- ------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 70,000 --
------------------------- ------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 617,000 (861,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 291,000 1,738,000
------------------------- ------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 908,000 $ 877,000
------------------------- ------------------------
------------------------- ------------------------
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 ($ 66,000) $ 36,000
------------------------- ------------------------
------------------------- ------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED 6/30/99 ENDED 6/30/98
---------------- --------------
<S> <C> <C>
Net income $ 1,457,000 $ 6,017,000
-------------------------- ------------------------
Other comprehensive (loss) income, net of tax:
Unrealized gains on securities:
Unrealized holding gains arising
during period 326,000 62,000
Less: reclassification adjustment for gains
included in net income (460,000) (7,000)
-------------------------- ------------------------
Other comprehensive (loss) income (134,000) 55,000
-------------------------- ------------------------
Comprehensive income $ 1,323,000 $ 6,072,000
-------------------------- ------------------------
-------------------------- ------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 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 June 30,
1999 and December 31, 1998, and the results of operations, statements of
cash flows and statements of comprehensive income for the periods ended
June 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 12, 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 June 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>
June 30, 1999:
U.S. Treasury and Agency
Securities $ 22,987 $ 0 ($ 115) $ 22,872
Equity and Debt Securities 34 11 (3) 42
---------------------- ------------------- ------------------ -------------------
Total $ 23,021 $ 11 ($ 118) $ 22,914
---------------------- ------------------- ------------------ -------------------
---------------------- ------------------- ------------------ -------------------
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 June
30, 1999 (in thousands):
<TABLE>
<CAPTION>
Amortized Fair
Cost Value
---------------------- ---------------------
<S> <C> <C>
Due within one year $ 7,591 $ 7,580
Due after one year through
five years 15,396 15,292
---------------------- ---------------------
$ 22,987 $ 22,872
---------------------- ---------------------
---------------------- ---------------------
</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 June 30, 1999 and
December 31, 1998 were comprised of the following (in thousands):
<TABLE>
<CAPTION>
June 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 5,089 7,140
----------- ------------
Total $ 7,214 $ 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 6 months Unamortized
Goodwill At 1/1/99 ended 6/30/99 cost @ 6/30/99
-------------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
June 30, 1999:
One Source Industries $ 4,796 $ - $ (120) $ 4,676
Physician Advantage 1,572 - (20) 1,552
Westland Associates 888 ( 100) (44) 744
Touch Controls 456 - (22) 434
-------------------- ------------------- ------------------ ------------------
Total $ 7,712 $ ( 100) $ (206) $ 7,406
-------------------- ------------------- ------------------ ------------------
-------------------- ------------------- ------------------ ------------------
</TABLE>
<TABLE>
<CAPTION>
Accumulated Amortization Net
Purchased Amortization for 12 months Unamortized
Goodwill 1/1/98 ended 12/31/98 cost @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 152
Other assets 88
------------------
Total assets 442
------------------
Accounts payable 17
Accrued expenses and other liabilities 139
------------------
Total liabilities 156
------------------
Fair value of net assets
net of intercompany balances 286
------------------
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 $1,572
------------------
------------------
</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 $1,572,000, 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 $472,000 (30% of
$1,572,000) 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 June 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 $472,000 and $20,000 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 $3,000, 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 June 30, 1999 were as follows (in thousands):
<TABLE>
<CAPTION>
January 1, 1999 June 30, 1999
---------------------- -----------------------
<S> <C> <C>
Total Assets $1,595 $1,690
---------------------- -----------------------
Total Liabilities 850 882
---------------------- -----------------------
Total Liabilities and
Shareholders' Equity $1,595 $1,690
---------------------- -----------------------
</TABLE>
11
<PAGE>
7. SEGMENT INFORMATION
Revenues, gross profit and other financial data of the Corporation's
industry segments for the six months and three months ended June 30, 1999
and 1998, are set forth below. All revenues are earned in the United States
of America. (Dollars in thousands)
<TABLE>
<CAPTION>
FINANCE GROUP PACKAGING
AND SECURED PURCHASING DESIGN AND OTHER
LENDING SERVICES MANUFACTURING BUSINESS TOTAL
-------------- ------------- ------------- ----------- --------
<S> <C> <C> <C> <C> <C>
SIX MONTHS ENDED JUNE 30
1999
Revenues $ 2,743 $ 7,144 $5,438 $ 650 $15,975
Gross profit 2,743 491 2,061 174 5,469
General and administrative 852 813 1,098 0 2,763
Depreciation, amortization
and accretion, net (56) 90 141 84 259
Interest expense 0 18 8 0 26
Income (loss) before taxes 1,891 (322) 963 174 2,706
Identifiable assets 34,660 3,408 7,927 470 46,465
1998
Revenues $ 9,824 $ 9,964 $ 0 $ 717 $20,505
Gross profit 9,824 467 0 19 10,310
General and administrative 1,192 928 0 0 2,120
Depreciation, amortization
and accretion, net (53) 54 0 124 125
Interest expense 0 9 0 0 9
Income (loss) before taxes 8,632 (461) 0 19 8,190
Identifiable assets 41,224 1,973 0 1,227 44,424
THREE MONTHS ENDED JUNE 30
1999
Revenues $ 1,686 $ 3,462 $ 3,415 $ 415 $ 8,978
Gross profit 1,686 246 1,377 186 3,495
General and administrative 435 462 607 0 1,504
Depreciation, amortization
and accretion, net (30) 56 61 42 129
Interest expense 0 9 5 0 14
Income (loss) before taxes 1,251 (216) 770 186 1,991
Identifiable assets 34,660 3,408 7,927 470 46,465
1998
Revenues $ 6,661 $ 4,902 $ 0 $ 365 $ 11,928
Gross profit 6,661 245 0 29 6,935
General and administrative 789 460 0 0 1,249
Depreciation, amortization
and accretion, net (70) 25 0 62 17
Interest expense 0 7 0 0 7
Income (loss) before taxes 5,872 (215) 0 29 5,686
Identifiable assets 41,224 1,973 0 1,227 44,424
</TABLE>
12
<PAGE>
General and administrative expenses includes 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 six months and three months ended June 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 six months ended
June 30, 1998) and settlement recoveries in the Drexel Burnham Lambert,
Inc. class action lawsuit.
8. 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 JUNE 30, 1999 AND 1998
REVENUES
Revenues for the quarter ended June 30, 1999 were $8,976,000 as
compared to $11,928,000 for the quarter ended June 30, 1998. Revenues
decreased by $1,463,000 at Westland Associates from $4,902,000 during the
quarter ended June 30, 1998 to $3,439,000 during the quarter ended June 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 was recorded in the quarter ended June 30, 1998, with
no such amount recorded in the quarter ended June 30, 1999. These reductions
in revenues were offset by the inclusion in revenues of $3,415,000 related to
the operations of One Source, which became an 80% owned subsidiary of
Westminster on January 11, 1999.
During the quarter ended June 30, 1999, we recorded gains of
$589,000 on the sale of securities available-for-sale with no such gains
recorded during the quarter ended June 30, 1998. During the quarter ended
June 30, 1999, we recorded unrealized gains on limited partnerships that
invest in securities of $377,000 compared to unrealized losses of $23,000
during the quarter ended June 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.
Telephone system revenues decreased from $365,000 during the quarter
ended June 30, 1998 to $223,000 during the quarter ended June 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 quarter ended
June 30, 1998, revenues for the Miramar base were $139,000.
Interest on loans was $360,000 during the quarter ended June 30,
1999 as compared to $389,000 during the quarter ended June 30, 1998. Interest
on securities available-for-sale and money
14
<PAGE>
market funds was $302,000 during the quarter ended June 30, 1999 as compared
to $325,000 during the quarter ended June 30, 1998.
Revenues for the three months ended June 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
three months ended June 30, 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 are not expected to be
as great as amounts previously received.
COST OF SALES
The revenues of $3,439,000 generated by Westland Associates,
reported under the caption "Sales to auto dealers" in the consolidated
financial statements, were offset by direct costs of $3,216,000, reported
under the caption "Cost of sales to auto dealers". As a result, Westland
Associates generated gross profit before operating expenses of $223,000 in
the quarter ended June 30, 1999 compared to $245,000 in the quarter ended
June 30, 1998. The reduction in gross profit is attributable to a reduction
in sales volume, which was offset in part by improved margins resulting from
a change in product sales mix toward higher margin business for the quarter
ended June 30, 1999.
The revenues of $3,415,000 generated by One Source, reported under
the caption "Sales to packaging customers" in the consolidated financial
statements, were offset by direct costs of $2,038,000, reported under the
caption "Cost of sales - packaging". As a result, One Source generated gross
profit before operating expenses of $1,377,000 in the quarter ended June 30,
1999.
Global Telecommunication's expenses decreased from $336,000 during
the quarter ended June 30, 1998 to $229,000 during the quarter ended June 30,
1999, which is consistent with the decline in revenues, primarily
attributable to the disposition of the Miramar contract.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $255,000 from
$1,249,000 for the quarter ended June 30, 1998 to $1,504,000 for the quarter
ended June 30, 1999. This increase resulted from general and administrative
expenses of $607,000 and $100,000, 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 $98,000 attributable to
cost saving initiatives, and to reductions of $354,000 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 $362,000 for
the six months ended June 30, 1999, compared to $460,000 for the six months
ended June 30, 1998.
INCOME TAXES
An income tax provision of $782,000 was recorded for the quarter
ended June 30, 1999. This provision represents a combined federal and state
effective tax rate of 42.6%, net of income attributable to minority
interests. During the quarter ended June 30, 1998, an income tax provision of
$2,173,000 was recorded, representing a combined federal and state effective
tax rate of 38.3%, net of income attributable to minority interests. The
lower effective tax rate in 1998 was attributable to permanent differences
between book income and taxable income.
15
<PAGE>
NET INCOME
Net income for the quarter ended June 30, 1999 was $1,055,000, as
compared to $3,506,000 for the quarter ended June 30, 1998. Basic earnings
per share were $0.13 in 1999 versus $0.45 in 1998. Diluted earnings per share
were $0.13 in 1999 versus $0.44 in 1998. Weighted average basic shares
outstanding were 7,835,000 in both 1999 and 1998. Weighted average diluted
shares outstanding were 7,984,000 in 1999 and 7,937,000 in 1998.
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES
Revenues for the six months ended June 30, 1999 were $15,975,000 as
compared to $20,505,000 for the six months ended June 30, 1998. Revenues
decreased by $2,843,000 at Westland Associates, from $9,964,000 during the
six months ended June 30, 1998 to $7,121,000 during the six months ended June
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 six months ended June 30, 1998,
with no such amounts recorded in the six months ended June 30, 1999. These
reductions in revenues were offset by the inclusion in revenues of $5,438,000
related to the operations of One Source, in which we acquired an 80%
ownership interest on January 11, 1999.
During the six months ended June 30, 1999, we recorded gains of
$767,000 on the sale of securities available-for-sale compared to $12,000
during the six months ended June 30, 1998. During the six months ended June
30, 1999, we recorded unrealized gains on limited partnerships that invest in
securities of $588,000 compared to $22,000 during the six months ended June
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.
Telephone system revenues decreased from $717,000 during the six
months ended June 30, 1998 to $458,000 during the six months ended June 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 six
months ended June 30, 1998, revenues for the Miramar base were $271,000.
Interest on loans was $621,000 during the six months ended June 30,
1999 as compared to $631,000 during the six months ended June 30, 1998.
Interest on securities available-for-sale and money market funds was $598,000
during the six months ended June 30, 1999 as compared to $579,000 during the
six months ended June 30, 1998.
Revenues for the six months ended June 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 six months
ended June 30, 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 are not expected to be as
great as amounts previously received.
16
<PAGE>
Other income of $189,000 includes a gain of $112,000 from the sale
of real estate acquired through foreclosure during 1997 and sold during the
six months ended June 30, 1999.
COST OF SALES
The revenues of $7,121,000 generated by Westland Associates,
reported under the caption "Sales to auto dealers" in the consolidated
financial statements, were offset by direct costs of $6,653,000, reported
under the caption "Cost of sales to auto dealers". As a result, Westland
Associates generated gross profit before operating expenses of $468,000 for
the six months ended June 30, 1999, compared to $466,000 in the six months
ended June 30, 1998. The level of gross profit remained relatively constant
due 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 six months ended June 30, 1999.
The revenues of $5,438,000 generated by One Source, reported under
the caption "Sales to packaging customers" in the consolidated financial
statements, were offset by direct costs of $3,377,000, reported under the
caption "Cost of sales - packaging". As a result, One Source generated gross
profit before operating expenses of $2,061,000 for the period January 11,
1999, the date of acquisition, to June 30, 1999.
Global Telecommunication's expenses decreased from $697,000 during
the six months ended June 30, 1998 to $476,000 during the six months ended
June 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 $643,000 from
$2,120,000 for the six months ended June 30, 1998 to $2,763,000 for the six
months ended June 30, 1999. This increase resulted from general and
administrative expenses of $1,098,000 and $100,000, 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
$215,000 attributable to cost saving initiatives, and to reductions of
$340,000 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 $713,000 for the six months ended June 30, 1999, compared to
$928,000 for the six months ended June 30, 1998.
INCOME TAX
An income tax provision of $1,061,000 was recorded for the six
months ended June 30, 1999. This provision represents a combined federal and
state effective tax rate of 42.1%, net of income attributable to minority
interests. For the six months ended June 30, 1998, an income tax provision of
$2,168,000 was recorded, representing a 26.5% effective tax rate. The
difference between the tax provision recorded and the amount based on
statutory rates for the six months ended June 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.
17
<PAGE>
NET INCOME
Net income for the six months ended June 30, 1999 was $1,457,000, as
compared to $6,017,000 for the six months ended June 30, 1998. Basic earnings
per share were $0.19 in 1999 versus $0.77 in 1998. Diluted earnings per share
were $0.18 in 1999 versus $0.76 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 $7,214,000 at June 30, 1999, compared to
$9,783,000 at December 31, 1998. During the six months ended June 30, 1999,
advances of $164,000 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.
At June 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
18
<PAGE>
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 $617,000 during the six
months ended June 30, 1999. Our sources of cash during the quarter were
$16,773,000 from the sale of investment securities, $945,000 from the sale of
real estate acquired through foreclosure, $520,000 of principal collected on
a previously foreclosed loan and $241,000 from liquidation of an investment.
Our uses of cash during the quarter included $13,205,000 for the purchase of
securities available for sale, $5,125,000 for the acquisition of One Source,
$198,000 for the acquisition of Physician Advantage, $164,000 in advances on
existing loan commitments and $145,000 for purchases of property and
equipment. We held U.S. government and agency securities with a market value
of $22,872,000 at June 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.
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 June 30, 1999, these investments
represented 5% 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.
19
<PAGE>
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 $180,000 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.
We have not fully determined the extent to which our customers and
vendors systems may not be compliant. 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.
While we believe that we are managing our Y2K program without any
material adverse effect on our financial condition, results of operations or
cash flows, 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.
With the exception of the historical information, the matters
discussed above include forward-looking statements that involve risks and
uncertainties. A delay in 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, 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 effect our operations and business, or
expose us to third party liability.
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).
20
<PAGE>
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: August 12, 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
22
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 908,000
<SECURITIES> 22,914,000
<RECEIVABLES> 9,637,000
<ALLOWANCES> 16,000
<INVENTORY> 184,000
<CURRENT-ASSETS> 0
<PP&E> 2,019,000
<DEPRECIATION> 1,045,000
<TOTAL-ASSETS> 46,465,000
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<COMMON> 7,835,000
<OTHER-SE> 25,335,000
<TOTAL-LIABILITY-AND-EQUITY> 46,465,000
<SALES> 12,559,000
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