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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, 2002
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)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [_] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date 5,058,429
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
--------------------
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AS OF
JUNE 30, 2002 AND DECEMBER 31, 2001 (UNAUDITED)
ASSETS June 30, 2002 December 31, 2001
- ---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents $ 6,671,000 $ 18,947,000
Securities available-for-sale, at fair value 9,769,000 6,586,000
Accounts receivable, net of reserve
of $336,000 in 2002 and $324,000 in 2001 5,194,000 3,535,000
Loans receivable, net 675,000 289,000
Investment in limited partnerships
that invest in securities 616,000 2,046,000
Other investments -- 150,000
Accrued interest receivable 51,000 131,000
Inventories 1,026,000 138,000
Property and equipment, net 4,688,000 4,479,000
Real estate acquired through foreclosure 3,677,000 4,929,000
Goodwill, net 5,529,000 5,529,000
Other assets 661,000 602,000
-----------------------------------------------------------------
Total assets $ 38,557,000 $ 47,361,000
=================================================================
LIABILITIES AND
SHAREHOLDERS' EQUITY
- ---------------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Accounts payable 3,038,000 1,667,000
Accrued expenses 3,195,000 1,893,000
Due to sellers -- 510,000
Other borrowings 2,228,000 2,823,000
Income taxes 1,387,000 1,863,000
Minority interests 833,000 834,000
-----------------------------------------------------------------
Total liabilities 10,681,000 9,590,000
-----------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares authorized,
5,059,000 and 8,125,000 shares issued and outstanding
at June 30, 2002 and December 31, 2001, respectively 5,059,000 8,125,000
Capital in excess of par value 50,705,000 56,223,000
Accumulated deficit (27,884,000) (26,566,000)
Accumulated other comprehensive loss (4,000) (11,000)
-----------------------------------------------------------------
Total shareholders' equity 27,876,000 37,771,000
-----------------------------------------------------------------
Total liabilities and shareholders' equity $ 38,557,000 $ 47,361,000
=================================================================
See accompanying notes to consolidated financial statements.
2
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Six months Six months Three months Three months
ended ended ended ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
------------- ------------- ------------- -------------
REVENUES:
- ---------
Sales to packaging customers $ 8,228,000 $ 7,228,000 $5,313,000 $4,273,000
Equipment rental and sales 3,292,000 4,717,000 1,599,000 2,288,000
Group purchasing revenues 632,000 795,000 323,000 425,000
Finance and secured lending 17,000 1,113,000 (66,000) 270,000
---------------------------------------------------------------------------
Total revenues 12,169,000 13,853,000 7,169,000 7,256,000
---------------------------------------------------------------------------
COSTS AND EXPENSES:
- -------------------
Cost of sales - packaging 5,424,000 4,434,000 3,386,000 2,638,000
Cost of sales - equipment rental and sales 2,167,000 2,817,000 1,079,000 1,232,000
Selling, general and administrative 6,555,000 5,077,000 3,382,000 2,701,000
Depreciation and amortization 272,000 474,000 182,000 202,000
Interest expense 70,000 172,000 29,000 77,000
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Total expenses 14,488,000 12,974,000 8,058,000 6,850,000
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(LOSS) INCOME BEFORE INCOME
TAXES & MINORITY INTERESTS (2,319,000) 879,000 (889,000) 406,000
INCOME TAX BENEFIT (PROVISION) 1,000,000 (464,000) 135,000 (216,000)
MINORITY INTERESTS 1,000 (139,000) (34,000) (90,000)
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(LOSS) INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE (1,318,000) 276,000 (788,000) 100,000
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE, NET OF INCOME TAXES -- 317,000 -- --
---------------------------------------------------------------------------
NET (LOSS) INCOME $(1,318,000) $ 593,000 $ (788,000) $ 100,000
---------------------------------------------------------------------------
Net (Loss) Income Per Common Share:
Basic and Diluted:
(Loss) Income before cumulative
effect of accounting change $ (.19) $ .03 $ (.13) $ .01
Cumulative effect of accounting change -- .04 -- --
---------------------------------------------------------------------------
Net (loss) income $ (.19) $ .07 $ (.13) $ .01
===========================================================================
Weighted Average Shares Outstanding
Basic 7,105,000 8,125,000 6,117,000 8,125,000
Diluted 7,105,000 8,125,000 6,117,000 8,125,000
See accompanying notes to consolidated financial statements.
3
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended Six months ended
June 30, 2002 June 30, 2001
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (1,318,000) $ 276,000
Cumulative effect of accounting change (530,000)
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
Provisions for loan losses (recoveries) and doubtful receivables, net (144,000) (38,000)
Loss from investment write-downs 150,000 --
Depreciation, amortization, and accretion, net 928,000 1,185,000
Loss on sales of securities available-for-sale 38,000 17,000
Appreciation of derivative instruments (133,000) (107,000)
Disposal of rental equipment 63,000 128,000
Net change in deferred income taxes (400,000) 679,000
Unrealized (losses) gains on limited partnerships that invest in
securities 191,000 (215,000)
Gain from equity investment -- (68,000)
Change in assets and liabilities:
(Increase) decrease in accounts receivable (1,515,000) 68,000
Decrease in accrued interest receivable 80,000 21,000
Net change in current income taxes (81,000) 684,000
Increase in other assets (98,000) (6,000)
Increase in inventories (888,000) (44,000)
Increase (decrease) in accounts payable 1,371,000 (423,000)
Increase (decrease) in accrued expenses 1,302,000 (191,000)
Net change in minority interests (1,000) 38,000
---------------------------------------------
Net cash (used in) provided by operating activities (455,000) 1,474,000
---------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities (52,124,000) (64,346,000)
Proceeds from sales and maturities of securities 49,049,000 65,821,000
Purchases of property and equipment (1,162,000) (816,000)
Loan originations -- (386,000)
Proceeds from sale of limited partnership interest 1,239,000 --
Principal collected on loan receivables 289,000 200,000
Proceeds from sale of real estate acquired on foreclosure 577,000 --
---------------------------------------------
Net cash provided by investing activities (2,132,000) 473,000
---------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock (8,584,000) --
Seller financing repayments (510,000) (510,000)
Installment and bank debt proceeds 278,000 154,000
Repayment of installment debt and capital lease obligations (873,000) (705,000)
---------------------------------------------
Net cash used in financing activities (9,689,000) (1,061,000)
---------------------------------------------
Net change in cash and cash equivalents (12,276,000) 886,000
Cash and cash equivalents, beginning of period 18,947,000 6,227,000
---------------------------------------------
Cash and cash equivalents, end of period $ 6,671,000 $ 7,113,000
=============================================
See accompanying notes to consolidated financial statements.
4
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Six months Six months
ended ended
June 30, 2002 June 30, 2001
------------- -------------
Net (loss) income $(1,318,000) $ 593,000
-------------------------- ------------------------
Other comprehensive income (loss), net of tax:
Unrealized gains on securities:
Unrealized holding gains (losses) arising
during period, net (4,000) (13,000)
Less: reclassification adjustment for losses
(gains) included in net (loss) income, net 11,000 (177,000)
-------------------------- ------------------------
Other comprehensive income (loss) 7,000 (190,000)
-------------------------- ------------------------
Comprehensive (loss) income $(1,311,000) $ 403,000
========================== ========================
See accompanying notes to consolidated financial statements.
5
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- -------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002
1. BASIS OF PRESENTATION AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE
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, 2002 and December 31,
2001, and the results of operations, statements of cash flows and statements of
comprehensive income for the periods ended June 30, 2002 and 2001.
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"), a 70% interest in Physician Advantage, LLC ("Physician
Advantage") and a 74% interest in Logic Technology Group, Inc. dba Matrix Visual
Solutions ("Matrix") from February 3, 2002 and a 68% interest in Matrix from
acquisition on November 11, 1999 to February 2, 2002.
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 accounting principles generally accepted in the United
States of America. 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 for the year
ended December 31, 2001, 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,
2001 and for the year then ended.
6
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, 2002
and December 31, 2001 are as follows (dollars in thousands):
Gross Gross
unrealized unrealized Estimated
Amortized cost gains losses fair value
---------------------------------------------------------------------------------
June 30, 2002:
U.S. Treasury and Agency
Securities $9,094 $23 $ -- $9,117
Equity and Debt Securities 682 -- (30) 652
---------------------------------------------------------------------------------
Total $9,776 $23 $(30) $9,769
=================================================================================
December 31, 2001:
U.S. Treasury and Agency
Securities $6,055 $8 $ -- $6,063
Equity and Debt Securities 550 -- (27) 523
---------------------------------------------------------------------------------
Total $6,605 $8 $(27) $6,586
=================================================================================
Maturities of U.S. Treasury and Agency Securities were as follows at June 30,
2002 (dollars in thousands):
Amortized Fair
cost value
---------------------- ---------------------
Due within one year $9,094 $9,117
Due after one year through
five years -- --
---------------------- ---------------------
$9,094 $9,117
====================== =====================
7
3. LOANS RECEIVABLE
The Corporation's loans receivable outstanding at June 30, 2002 and December 31,
2001 were comprised of the following (dollars in thousands):
June 30, 2002 December 31, 2001
------------------------- --------------------------
Loans, net of loan fees,
secured by trust
deeds or mortgages $675 $--
Loans secured by other
collateral -- 289
------------------------- --------------------------
Total $675 $289
========================= ==========================
4. GOODWILL
The Corporation's investments in operating businesses include purchased goodwill
recorded as follows (dollars in thousands):
Accumulated Amortization Net
Purchased amortization for six months Other unamortized
goodwill at 1/1/02 ended 6/30/02 adjustments cost at 6/30/02
---------------------------------------------------------------------------------------
June 30, 2002
One Source Industries $6,335 $(806) $-- $-- $5,529
---------------------------------------------------------------------------------------
Total $6,335 $(806) $-- $-- $5,529
=======================================================================================
Accumulated Amortization Net
Purchased amortization for 12 months Other unamortized
goodwill at 1/1/01 ended 12/31/01 adjustments cost at 12/31/01
---------------------------------------------------------------------------------------
December 31, 2001
One Source Industries $ 6,335 $ (509) $ (297) $ -- $5,529
Matrix Visual Solutions 3,411 (189) (3,222) -- --
Westland Associates 888 (277) (611) -- --
Touch Controls 456 (92) (34) (330) --
---------------------------------------------------------------------------------------
Total $ 11,090 $(1,067) $(4,164) $(330) $5,529
=======================================================================================
Effective January 1, 2002, the Corporation adopted Statement of Financial
Accounting Standards ("SFAS") No. 141 and SFAS No. 142 relating to the treatment
of purchased goodwill and other intangibles. In accordance with SFAS No. 142,
accounting for goodwill has been changed from an amortization approach to an
impairment-only approach. Accordingly, amortization of goodwill, including
goodwill recorded in past business combinations, has ceased effective January 1,
2002.
The Corporation has completed the transitional fair value based impairment test
and determined that as of January 1, 2002, none of the recorded goodwill was
impaired. SFAS No. 142 requires that intangible assets that do not meet the
criteria for recognition apart from goodwill be
8
reclassified and that intangibles with indefinite lives cease to be amortized in
favor of periodic impairment testing. The Corporation determined that as of
January 1, 2002, no change was necessary to the classification and useful lives
of identifiable intangible assets.
Had the Corporation adopted SFAS No. 142 in the three and six-month period ended
June 30, 2001, reported net income would have been increased to the pro forma
amounts indicated below (dollars in thousands, except per share data):
Three months Six months
ended ended
June 30, 2001 June 30, 2001
Income before cumulative effect of accounting change
As Reported $ 100 $ 276
Pro Forma 187 450
Net income
As Reported 100 593
Pro Forma 187 767
Earnings per share, basic and fully diluted
As Reported 0.01 0.07
Pro Forma 0.02 0.09
9
5. OTHER BORROWINGS
At June 30, 2002, other borrowings included bank credit facilities comprised of
two revolving lines of credit provided to Matrix for working capital and
equipment purchases, respectively. The revolving line of credit for working
capital purposes is a facility of $500,000 and accrues interest at the prime
rate plus 1% and matures in July 2002. At June 30, 2002, there was no amount
outstanding on this line of credit.
The revolving line of credit for equipment purchases in the nominal amount of
$2,200,000 was established in April 2000, has a maturity date of April 2005,
requires monthly payments of interest only through March 2001, and thereafter
amortizes in 48 equal monthly payments of principal plus accrued interest
computed at the prime rate (4.75% at June 30, 2002). At June 30, 2002, the
outstanding principal balance on the equipment line of credit was $1,419,000.
The assets of Matrix are collateral for the two outstanding lines of credit.
Under the credit facilities, Matrix is required to meet two covenants, which
were in compliance at June 30, 2002.
In addition to Matrix' lines of credit totaling $1,419,000, other borrowings are
comprised of various capitalized leases and other installment debt owed by the
various subsidiaries of the Corporation in the amount of $809,000 at June 30,
2002.
6. INCOME TAXES
For the six months ended June 30, 2002, the tax benefit includes a $333,000
benefit related to the carryback of a net operating loss incurred by Matrix in
2001. This benefit arose upon enactment of the Job Creation and Worker
Assistance Act of 2002 on March 9, 2002.
On April 12, 2002, the Corporation received a report from the Internal Revenue
Service ("IRS") proposing an increase in tax for the 1998 tax year of
$2,872,075. The Corporation believes it has paid the proper amount of tax and
has therefore filed an appeal of this finding with the IRS. However, there can
be no assurances as to the ultimate outcome of such appeal, which could result
in future tax payments relating to prior periods of approximately $4 million,
inclusive of estimated interest that would apply. Management believes that they
have sufficient reserves established to cover any tax and related interest that
may result from final resolution of the proposed changes.
10
7. SUPPLEMENTAL CASH FLOW INFORMATION
Six months ended Six months ended
June 30, 2002 June 30, 2001
--------------------------------------------------
Supplemental schedule of cash flow information:
Interest paid $ 70,000 $172,000
==================================================
Income taxes paid $ 44,000 $ 54,000
==================================================
Supplemental schedule of non-cash investing
and financing activities:
Issuance of Note Receivables on the sale of
real estate acquired through foreclosure $675,000 $ --
==================================================
Unrealized gains (losses) on
securities available-for-sale $ 12,000 $ (21,000)
==================================================
11
8. SEGMENT INFORMATION
Revenues, gross profit and other financial data from operations of the
Corporation's industry segments for the three and six months ended June 30, 2002
and 2001 are set forth below. All revenues are earned in the United States of
America (dollars in thousands).
------------------------------------------------------------------
Point-of- Finance
purchase Equipment Group and Reportable
display and rentals and purchasing secured segment
packaging sales services lending (3) totals
------------------------------------------------------------------
Six months ended June 30
- ------------------------
2002
- ----
Revenues $ 8,228 $3,292 $ 632 $ 17 $12,169
Gross profit 2,804 1,125 632 17 4,578
Selling, general and administrative (4) 2,868 1,387 598 1,702 6,555
Depreciation, amortization, accretion, net (1) 104 37 127 4 272
Interest expense 18 49 3 -- 70
Income (loss) before income taxes (2) (186) (348) (96) (1,689) (2,319)
Capital expenditures 904 258 -- -- 1,162
Total assets 12,384 4,100 721 21,352 38,557
2001
- ----
Revenues $ 7,228 $4,717 $ 795 $ 1,113 $13,853
Gross profit 2,794 1,900 795 1,113 6,602
Selling, general and administrative 1,646 1,625 764 1,042 5,077
Depreciation, amortization, accretion, net (1) 220 145 78 31 474
Interest expense 27 137 8 -- 172
Income (loss) before income taxes (2) 901 (7) (55) 40 879
Capital expenditures 215 599 -- 2 816
Total assets 9,506 9,603 1,577 31,523 52,209
Three months ended June 30
- --------------------------
2002
- ----
Revenues $ 5,313 $1,599 $ 323 $ (66) $ 7,169
Gross profit 1,927 520 323 (66) 2,704
Selling, general and administrative (4) 1,341 648 266 1,127 3,382
Depreciation, amortization, accretion, net (1) 54 19 107 2 182
Interest expense 6 22 1 -- 29
Income (loss) before income taxes (2) 526 (169) (51) (1,195) (889)
Capital expenditures 294 138 -- -- 432
Total assets 12,384 4,100 721 21,352 38,557
2001
- ----
Revenue $ 4,273 2,288 $ 425 $ 270 $ 7,256
Gross profit 1,635 1,056 425 270 3,386
Selling, general and administrative 914 944 379 464 2,701
Depreciation, amortization, accretion, net (1) 108 41 37 16 202
Interest expense 12 60 5 -- 77
Income (loss) before income taxes (2) 601 11 4 (210) 406
Capital expenditures 194 263 -- 2 459
Total assets 9,506 9,603 1,577 31,523 52,209
- ------------------------------
(1) Excludes depreciation and amortization charges to cost of sales.
(2) Income (loss) before taxes represents income before taxes and minority
interests.
(3) Finance & secured lending includes corporate activities.
(4) Includes tender offer expenses of $642,000 and $620,000 for the six-months
and three months ended June 30, 2002 - see "Management's Discussion and
Analysis of Financial Condition and Results of Operations".
12
9. NET INCOME PER COMMON SHARE
Net income per common share is computed in accordance with SFAS No. 128,
Earnings 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. Diluted earnings
per common share exclude incremental shares related to employee stock options
due to their antidilutive effect for the current quarter and six months ended
June 30, 2002.
10. REPURCHASE OF COMMON STOCK
On April 16, 2002, the Corporation repurchased 1,372,748 shares of its common
stock, $1 par value, from Gibralt Capital Corporation, an entity controlled by
Samuel Belzberg, and 100,000 shares from MDB Capital, an entity controlled by
Samuel Belzberg's adult son, for a price of $2.80 per share or $4,123,694.
On April 18, 2002, the Corporation offered to purchase for cash any and all
outstanding shares of its common stock, $1 par value, for $2.80 per share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the offer to purchase. This tender offer resulted in
the repurchase of 1,593,430 shares for an aggregate consideration of $4,461,604
during May and June 2002.
The Corporation has 5,058,429 shares of common stock outstanding after the
various stock repurchases described above, of which approximately 3,970,644 or
78.5% currently are owned by William Belzberg, chairman of the board of
directors and chief executive officer of the Corporation; Hyman Belzberg, a
director of the Corporation; and Keenan Behrle, a director and executive vice
president of the Corporation. William Belzberg, Hyman Belzberg and Keenan Behrle
did not tender any of their shares pursuant to the offer.
On April 22, 2002, the Corporation was notified of a complaint filed against it
and each member of the Corporation's board of directors in the Delaware Court of
Chancery for New Castle County, by a stockholder of the Corporation. The lawsuit
was filed in response to the Corporation's tender offer to purchase any and all
outstanding shares of its common stock at a price of $2.80 per share. The
plaintiff brought this action individually and as a purported class action on
behalf of all stockholders of the Corporation. The complaint, as subsequently
amended, alleges that the Corporation and the members of the Corporation's board
of directors have breached their fiduciary duties to the Corporation's
stockholders. Specifically the complaint alleges (a) Westminster shareholders
were being denied the opportunity to make a fully informed judgment on a major
corporate transaction in which they had to select among their options to hold or
tender their stock; (b) the tender offer was structured in such a way that it
was coercive and (c) the tender offer benefited the fiduciaries at the expense
of Westminster's public shareholders.
The complaint sought, among other things, preliminary and permanent injunctive
relief prohibiting the Corporation from proceeding and implementing the tender
offer and, if the tender offer was completed, an order rescinding the tender
offer and awarding damages to the purported class. On May 8, 2002, the Delaware
Court of Chancery denied the motion for expedited proceedings filed by the
plaintiff and refused to schedule a hearing on the plaintiff's motion for a
13
preliminary injunction, which sought to enjoin the Company's tender offer The
litigation is still pending.
The Corporation and the other defendants believe that the allegations raised in
the complaint are without merit and intend to vigorously defend against them.
11. CONTRACT TERMINATION
On June 14, 2002, Physician Advantage received notice from Broadlane, a
subsidiary of Tenet Healthcare, Inc., of its election not to renew the contract
due to expire September 29, 2002, pursuant to which Physician Advantage provides
customer management services for Tenet's program for medical and surgical supply
sales to physicians. Revenues generated under the contract represent
substantially all of Physician Advantage's revenues. Physician Advantage
believes the terms of the contract provide for continuing payment to it of fees
derived from purchases made by physicians in the program prior to the September
2002 expiration of the contract. Tenet has advised Physician Advantage that it
disputes this interpretation of the contract. Business activities of Physician
Advantage after September 2002 will depend on the favorable resolution of this
dispute.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
This report contains forward-looking statements regarding various aspects
of the Corporation's business and affairs, including statements about the future
cash needs of the Corporation. 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. Readers are
cautioned not to put undue reliance on such forward-looking statements. The
Corporation undertakes 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, 2002 and 2001
- -------------------------------------------------
Revenues
Our revenues decreased by $87,000 or 1% from $7,256,000 for the quarter
ended June 30, 2001 to $7,169,000 for the quarter ended June 30, 2002. Revenues
from Point of Purchase, Display and Packaging identified as "Sales to packaging
customers" increased by $1,040,000 over the corresponding prior year quarter,
otherwise revenues were lower in all other business segments as follows:
. Equipment rental and sales revenues decreased by $689,000.
. Group purchasing revenues decreased by $102,000.
. Finance and secured lending revenues decreased by $336,000.
Revenues reported under "Sales to packaging customers" in the Consolidated
Statements of Operations, reflecting the operations of One Source, increased 24%
during the quarter ended June 30, 2002, compared to the second quarter of the
prior year. This increase is due to increases in point-of-purchase and premium
and fulfillment revenues, offset by lower clamshell packaging revenues. The
increased revenues from the point-of-purchase and premium and fulfillment
product lines were largely the result of business expansion initiatives
resulting from the hiring of certain employees and the purchase of certain
assets from a permanent point-of-purchase display and fulfillment business in
January 2002. The lower clamshell revenues reflect a slowdown in orders from its
key customers related to lower retail demand.
Revenues reported under "Equipment rental and sales" in the Consolidated
Statements of Operations, representing the operations of Matrix, decreased 30%
during the quarter ended June 30, 2002, compared to the second quarter of the
prior year. This decrease reflects a proportionate decline in equipment rentals
and product sales, due in large measure to increased competition and the general
economic slowdown in business including conventions, trade shows and other
events.
15
"Group purchasing revenues" includes the operations of Westland and
Physician Advantage. Revenues of Westland represented by gross sales less cost
of sales, reported on a net basis, were $139,000 in 2002 compared to $250,000 in
2001. The 44% decline resulted from the loss of Westland's largest vendor in
September 2001.
Revenues of Physician Advantage were $184,000 in 2002 compared to $175,000
in 2001. The 5% increase resulted from increased commissions earned from third
party distributors on increased sales to physicians. On June 14, 2002, Physician
Advantage received notice from Broadlane, a subsidiary of Tenet Healthcare,
Inc., of its election not to renew the contract due to expire September 29,
2002, pursuant to which Physician Advantage provides customer management
services for Tenet's program for medical and surgical supply sales to
physicians. Revenues generated under the contract represent substantially all of
Physician Advantage's revenues. Physician Advantage believes the terms of the
contract provide for continuing payment to it of fees derived from purchases
made by physicians in the program prior to the September 2002 expiration of the
contract. Tenet has advised Physician Advantage that it disputes this
interpretation of the contract. Business activities of Physician Advantage after
September 2002 will depend on the favorable resolution of this dispute.
Finance and secured lending revenues experienced a net decline of $336,000
compared to the second quarter of 2001 due mainly to the following:
. Losses on the sale of securities-available-for-sale were $151,000
during the quarter ended June 30, 2002, compared to losses of $16,000
during the quarter ended June 30, 2001. The current quarter includes a
permanent impairment write-down of $150,000 on an equity investment,
with no such write-down in the quarter ended June 30, 2001.
. Interest on securities available-for-sale and money market funds
declined from $258,000 during the quarter ended June 30, 2001 to
$74,000 for the quarter ended June 30, 2002 due to significantly lower
average invested funds and due to the lower interest rate environment.
The lower average invested funds resulted from more than $9 million
being used to repurchase shares of common stock during the quarter.
. During the quarter ended June 30, 2002, we recorded unrealized losses
on limited partnerships that invest in securities of $76,000 compared
to unrealized losses of $51,000 in the quarter ended June 30, 2001.
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.
. We earned $60,000 from an equity investment during the quarter ended
June 30, 2001. We did not own this equity investment during the
quarter ended June 30, 2002.
. We recorded gains of $68,000 from derivative instruments in the
quarter ended June 30, 2002 compared to derivative instruments gains
of $8,000 in the quarter ended June 30, 2001.
. Interest on loans was $15,000 for the quarter ended June 30, 2002 as
compared to $8,000 for the quarter ended June 30, 2001.
Gross Profit
Gross profit generated by One Source was $1,927,000 in 2002, compared to
$1,635,000 in 2001. Gross profit as a percentage of revenues decreased from
38.3% for the quarter ended June 30, 2001 to 36.3% for the current quarter ended
June 30, 2002. This decline was mainly
16
due to transitional costs incurred in connection with the acquisition of certain
assets and hiring of certain employees of a permanent point-of-purchase display
and fulfillment business, which costs lowered the margin on the initial projects
from that business. Gross profit was also lower on the clamshell business due to
the lower volume of revenues available to absorb fixed overhead costs included
in cost of sales.
Gross profit generated by Matrix was $520,000 in 2002, compared to
$1,056,000 in 2001. Gross profit as a percentage of revenues decreased to 32.5%
for the second quarter ended June 30, 2002, from 46.2% for the second quarter of
2001. This decline was due to higher margins earned on product sales during the
quarter ended June 30, 2001 and due to the lower volume of revenues available to
absorb fixed overhead costs included in cost of sales, most notably
depreciation. Depreciation charged to cost of sales was $280,000 in 2002,
compared to $311,000 in 2001.
Group purchasing revenues of $323,000, representing revenues of $139,000
and $184,000 generated by Westland and Physician Advantage, respectively, are
net revenues earned from group purchasing activities and, as such, represent the
gross profits earned by these entities.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $681,000 from
$2,701,000 for the quarter ended June 30, 2001 to $3,382,000 for the quarter
ended June 30, 2002.
Selling, general and administrative expenses for One Source were $1,341,000
for the quarter ended June 30, 2002, compared to $914,000 for the quarter ended
June 30, 2001. The increase in expense is largely attributable to the increased
overhead associated with the acquisition of certain assets and the hiring of
certain employees of a permanent point-of-purchase display and fulfillment
business in January 2002, as well as increased payroll costs attributable to
additions to senior management of One Source.
Selling, general and administrative expenses for Matrix were $648,000 for
the quarter ended June 30, 2002, compared to $944,000 for the quarter ended June
30, 2001. Reductions in overhead were made in response to a lower level of
business activity.
Selling, general and administrative expenses for the group-purchasing
segment were $266,000 for the quarter ended June 30, 2002, compared to $379,000
for the quarter ended June 30, 2001. This reduction in expense is due to lower
payroll and marketing costs during the current quarter attributable to various
cost cutting initiatives.
Selling, general and administrative expenses for the finance and secured
lending segment were $1,127,000 for the quarter ended June 30, 2002, compared to
$464,000 for the quarter ended June 30, 2001. Professional fees and expenses of
$620,000 related to the Corporation's tender offer completed during the quarter
ended June 30, 2002, account for the majority of the increase in expense.
Depreciation and Amortization
Depreciation and amortization decreased from $202,000 for the quarter ended
June 30, 2001 to $182,000 for the quarter ended June 30, 2002. Beginning January
1, 2002, under SFAS
17
No. 142, accounting for goodwill has changed from an amortization approach to an
impairment-only approach. For the quarter ended June 30, 2001, amortization of
goodwill represented $150,000 of the total depreciation and amortization. The
remaining difference reflects more depreciation expense in 2002 compared to 2001
due to an increased depreciable base of operating assets.
Income Tax
An income tax benefit of $135,000 was recorded for 2002. This benefit
represents a combined federal and state effective tax rate of 15.2%. In 2001, an
income tax provision of $216,000 was recorded, representing a 53.2% effective
tax rate. In 2002, the effective rate of benefit is lower than the statutory
rate due to permanent tax differences as a result of non-deductible tender offer
expenses. In 2001, the effective rate is higher than the statutory tax rate due
to permanent tax differences as a result of non-deductible costs.
Minority Interests
The minority interests' share in the net loss for the quarter ended June
30, 2002 represents the share in net income and losses attributable to minority
shareholders of $34,000, representing a share of the net income attributable to
the minority shareholder of One Source of $63,000, offset by the share of net
loss attributable to the minority shareholder of Matrix of $29,000.
In the quarter ended June 30, 2001, the minority interests' share in the
net income was $90,000, comprised of the share of net income attributable to the
minority shareholder of One Source of $80,000 and the share of net income
attributable to the minority shareholder of Matrix of $10,000.
Net (Loss) Income
During the quarter ended June 30, 2002, we incurred a net loss of $788,000,
as compared to net income of $100,000 for the quarter ended June 30, 2001. Basic
and diluted (loss) income per share were $(0.13) in 2002 versus $0.01 in 2001.
For the Six Months Ended June 30, 2002 and 2001
- -----------------------------------------------
Revenues
Our revenues decreased by $1,684,000 or 14% from $13,853,000 for the six
months ended June 30, 2001 to $12,169,000 for the six months ended June 30,
2002. Revenues from Point of Purchase, Display and Packaging identified as
"Sales to packaging customers" increased by $1,000,000 over the corresponding
prior year six month period, otherwise revenues were lower in all other business
segments as follows:
. Equipment rental and sales revenues decreased by $1,425,000.
. Group purchasing revenues decreased by $163,000.
. Finance and secured lending revenues decreased by $1,096,000.
Revenues reported under "Sales to packaging customers" in the Consolidated
Statements of Operations, representing the operations of One Source, increased
13.8% compared to the
18
corresponding prior year six-month period. This increase is due to increases in
point-of-purchase and premium and fulfillment revenues, offset by lower
clamshell packaging revenues. The increased revenues from the point-of-purchase
and premium and fulfillment product lines were largely the result of business
expansion initiatives resulting from the hiring of certain employees and the
purchase of certain assets from a permanent point-of-purchase display and
fulfillment business in January 2002. The lower clamshell revenues reflect a
slowdown in orders from its key customers related to lower retail demand.
Revenues reported under "Equipment rental and sales" in the Consolidated
Statements of Operations, reflecting the operations of Matrix, decreased 30%
compared to the first six months of the prior year. This decrease reflects a
proportionate decline in equipment rentals and product sales, due in large
measure to increased competition and the general economic slowdown in business
including conventions, trade shows and other events.
"Group purchasing revenues" includes the operations of Westland and
Physician Advantage. Revenues of Westland represented by gross sales less cost
of sales, reported on a net basis, were $281,000 in 2002 compared to $487,000 in
2001. The 42% decline resulted from the loss of Westland's largest vendor in
September 2001.
Revenues of Physician Advantage were $351,000 in 2002 compared to $308,000
in 2001. The 14% increase resulted from increased commissions earned from third
party distributors on increased sales to physicians. On June 14, 2002, Physician
Advantage received notice from Broadlane, a subsidiary of Tenet Healthcare,
Inc., of its election not to renew the contract due to expire September 29,
2002, pursuant to which Physician Advantage provides customer management
services for Tenet's program for medical and surgical supply sales to
physicians. Revenues generated under the contract represent substantially all of
Physician Advantage's revenues. Physician Advantage believes the terms of the
contract provide for continuing payment to it of fees derived from purchases
made by physicians in the program prior to the September 2002 expiration of the
contract. Tenet has advised Physician Advantage that it disputes this
interpretation of the contract. Business activities of Physician Advantage after
September 2002 will depend on the favorable resolution of this dispute.
Finance and secured lending revenues experienced a net decline of
$1,096,000 compared to the six months ended June 30, 2001 due mainly to the
following:
. During the six months ended June 30, 2002, we recorded unrealized
losses on limited partnerships that invest in securities of $191,000
compared to unrealized gains of $216,000 in the six months ended June
30, 2001. 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.
. We received $154,000 in legal settlement revenues in the six months
ended June 30, 2001 and received no such revenues in the six-months
ended June 30, 2002.
. Interest on securities available-for-sale and money market funds
declined from $566,000 during the six months ended June 30, 2001 to
$186,000 for the six months ended June 30, 2002 due to significantly
lower average invested funds and due to the lower interest rate
environment. The lower average invested funds resulted from more than
$9 million being used to fund the repurchase of the common stock and
the related expenses during the six months.
19
. We earned $68,000 from an equity investment during the six months
ended June 30, 2001. We did not own this equity investment during the
current six months ended June 30, 2002.
. Interest on loans was $32,000 for the six months ended June 30, 2002,
as compared to $10,000 for the six months ended June 30, 2001.
. We recorded gains of $133,000 from derivative instruments in the six
months ended June 30, 2002 compared to derivative instruments gains of
$107,000 in the six months ended June 30, 2001.
Gross Profit
Gross profit generated by One Source was $2,804,000 in 2002, compared to
$2,794,000 in 2001. Gross profit as a percentage of revenues decreased from
38.7% for the first six months of 2001 to 34.1% for the current six months ended
June 30, 2002. This decline was mainly due to transitional costs incurred in
connection with the acquisition of certain assets and hiring of certain
employees of a permanent point-of-purchase display and fulfillment business,
which costs lowered the margin on the initial projects from that business. Gross
profit was also lower on the clamshell business due to the lower volume of
revenues available to absorb fixed overhead costs included in cost of sales.
Gross profit generated by Matrix was $1,125,000 in 2002, compared to
$1,900,000 in 2001. Gross profit as a percentage of revenues decreased to 34.2%
for the first six months of 2002, from 40.3% for the six months ended June 30,
2001. This decline was due to the lower volume of revenues available to absorb
fixed overhead costs included in cost of sales, most notably depreciation.
Depreciation charged to cost of sales was $555,000 in 2002, compared to $606,000
in 2001.
Group purchasing revenues of $632,000, representing revenues of $281,000
and $351,000 generated by Westland and Physician Advantage, respectively, are
net revenues earned from group purchasing activities and, as such, represent the
gross profits earned by these entities.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $1,478,000 from
$5,077,000 for the quarter ended June 30, 2001 to $6,555,000 for the six months
ended June 30, 2002.
Selling, general and administrative expenses for One Source were $2,868,000
for the six months ended June 30, 2002, compared to $1,646,000 for the six
months ended June 30, 2001. The increase in expense is largely attributable to
the increased overhead associated with the acquisition of certain assets and the
hiring of certain employees of a permanent point-of-purchase display and
fulfillment business in January 2002, as well as increased payroll costs
attributable to additions to senior management of One Source.
Selling, general and administrative expenses for Matrix were $1,387,000 for
the six months ended June 30, 2002, compared to $1,625,000 for the six months
ended June 30, 2001. The lower expenses are largely attributable to reductions
in overhead made in response to a lower level of business activity.
20
Selling, general and administrative expenses for the group-purchasing
segment were $598,000 for the six months ended June 30, 2002, compared to
$764,000 for the six months ended June 30, 2001. This reduction in expense is
due to lower payroll and marketing costs during the current six months
attributable to various cost cutting initiatives.
Selling, general and administrative expenses for the finance and secured
lending segment were $1,702,000 for the six months ended June 30, 2002, compared
to $1,042,000 for the six months ended June 30, 2001. The six months ended June
30, 2002 reflect operating costs related to real estate acquired through
foreclosure of $43,000, business and consulting expenses related to the tender
offer of $642,000 and income tax audit costs of $207,000. No costs were incurred
for these expense categories in the first six months of 2001. Offsetting these
increases in 2002 expenses over expenses in 2001, were higher legal fees,
financial advisory and consulting expenses and loan recovery expenses incurred
in the six-months ended June 30, 2001.
Depreciation and Amortization
Depreciation and amortization decreased from $474,000 for the six months
ended June 30, 2001 to $272,000 for the six months ended June 30, 2002.
Beginning January 1, 2002, under SFAS No. 142, accounting for goodwill has
changed from an amortization approach to an impairment-only approach. For the
six months ended June 30, 2001, amortization of goodwill represented $300,000 of
the total depreciation and amortization. The remaining difference reflects more
depreciation expense in 2002 compared to 2001 due to an increased depreciable
base of operating assets.
Income Tax
An income tax benefit of $1,000,000 was recorded for 2002. This benefit
represents a combined federal and state effective tax rate of 43.1%. In 2001, an
income tax provision of $464,000 was recorded, representing a 52.8% effective
tax rate. In 2002, the benefit includes a $333,000 benefit related to the
carryback of a net operating loss incurred by Matrix in 2001. This benefit arose
upon enactment of the Job Creation and Worker Assistance Act of 2002 on March 9,
2002. Excluding this prior period benefit, the effective tax benefit rate is
29.3%. In 2002, the effective benefit rate is lower than the statutory rate due
to permanent tax differences as a result of non-deductible tender offer
expenses. In 2001, the effective tax rate is higher than the statutory tax rate
due to permanent tax differences as a result of non-deductible costs.
Minority Interests
The minority interests' share in the net loss for the six months ended June
30, 2002 was $1,000, representing a share of the net loss attributable to the
minority shareholder of One Source of $22,000, offset by the share of net income
attributable to the minority shareholder of Matrix of $21,000.
In the six months ended June 30, 2001, the minority interests' share in the
net income was $139,000, comprised of the share of net income attributable to
the minority shareholder of One Source of $125,000 and the share of net income
attributable to the minority shareholder of Matrix of $14,000.
21
Cumulative Effect of Accounting Change
The adoption of SFAS No. 133 on January 1, 2001 resulted in a $317,000
cumulative effect transition adjustment to 2001 net income relating to warrants
held at December 31, 2000, which qualified as derivatives. The cumulative effect
transition adjustment is shown as a cumulative effect accounting change net of
income taxes in the Statement of Operations for the six months ended June 30,
2001. This appreciation of warrants held was included in other comprehensive
income at December 31, 2000.
Net (Loss) Income
During the six months ended June 30, 2002, we incurred a net loss of
$1,318,000, as compared to net income of $593,000 for the six months ended June
30, 2001. Basic and diluted (loss) income per share were $(0.19) in 2002 versus
$0.07 in 2001. Net Income per share in 2001 includes $0.04 in basic and diluted
earnings per share from the cumulative effect of accounting change.
FINANCIAL CONDITION
Loans Receivable and Past Due Loans
Loan originations occur as opportunities arise which management believes to
be attractive after considering the proposed terms including yield, duration,
collateral coverage and credit-worthiness of the borrower.
The Corporation's loans receivable were $675,000 at June 30, 2002 and
$289,000 at December 31, 2001. A loan secured by real estate of $675,000 was
advanced during the six months ended June 30, 2002. During the six months an
outstanding loan of $289,000 was repaid in full.
The Corporation originates and, from time to time, purchases loans that are
secured by real estate, personal property or other collateral. In connection
with each loan proposal, the Corporation considers the value and quality of the
real estate or other collateral available to secure the loan compared to the
loan amount requested, the proposed interest rate and repayment terms and the
quality of the borrower. Loan originations occur as opportunities arise which
management believes to be attractive. As a result, the volume of loans
originated may vary from period to period and new loan originations may not
occur in every reporting period.
Borrowings
At June 30, 2002, $2,228,000 was owed under various debt agreements, of
which $1,419,000 represents amounts owed by Matrix under two lines of credit.
Under these credit facilities, Matrix is required to meet two covenants, both of
which were in compliance at June 30, 2002. In addition to Matrix' lines of
credit of $1,419,000, other borrowings are comprised of various capitalized
leases and other debt owed by the various subsidiaries of the Corporation.
22
LIQUIDITY
The Corporation held cash and cash equivalents of $6,671,000 and U.S.
government and agency securities with a fair value of $9,117,000 at June 30,
2002, compared to cash and cash equivalents of $18,947,000 and U.S. government
and agency securities with a fair value of $6,063,000 at December 31, 2001. Cash
and cash equivalents include investments in commercial paper (a cash equivalent)
in the amount of $3,791,000 at June 30, 2002.
The Corporation's uses of cash during the six months were $8,584,000 for
the stock repurchases, $3,075,000 from the net purchase of investment securities
(purchases of $52,124,000 net of proceeds from the sale and maturities of
$49,049,000). Other significant uses of cash included $1,162,000 in purchases of
property and equipment, $873,000 in debt repayments and $510,000 in seller
financing repayments. Operations consumed $455,000 in cash during the six months
ended June 30, 2002. The Corporation's sources of cash during the six months
included $1,239,000 in proceeds from the liquidation of limited partnership
interests, $577,000 in proceeds from the sale of foreclosed real estate,
$289,000 in collections on notes receivable and $278,000 in borrowings.
On April 12, 2002, the Corporation received a report from the Internal
Revenue Service ("IRS") proposing an increase in tax for the 1998 tax year of
$2,872,075. The Corporation believes it has paid the proper amount of tax and
has therefore filed an appeal of this finding with the IRS. However, there can
be no assurances as to the ultimate outcome of such appeal, which could result
in future tax payments relating to prior periods of approximately $4 million,
inclusive of estimated interest that would apply. While management believes that
they have sufficient reserves established to cover any tax and related interest
that may result from final resolution of the proposed changes, any assessment
would have a negative impact on liquidity.
On April 16, 2002, the Corporation repurchased 1,372,748 shares of its
common stock, $1 par value, from Gibralt Capital Corporation, an entity
controlled by Samuel Belzberg, and 100,000 shares from MDB Capital, an entity
controlled by Samuel Belzberg's adult son, for a price of $2.80 per share or
$4,123,694 in cash.
On April 18, 2002, the Corporation offered to purchase for cash any and all
outstanding shares of its common stock, $1 par value, for $2.80 per share, net
to the seller in cash, without interest thereon, upon the terms and subject to
the conditions set forth in the offer to purchase. This tender offer resulted in
the repurchase of 1,593,430 shares for an aggregate consideration of $4,461,604
during May and June 2002.
The Corporation has 5,058,429 shares of common stock outstanding after the
various stock repurchases described above, of which approximately 3,970,644 or
78.5% currently are owned by William Belzberg, chairman of the board of
directors and chief executive officer of the Corporation; Hyman Belzberg, a
director of the Corporation; and Keenan Behrle, a director and executive vice
president of the Corporation. William Belzberg, Hyman Belzberg and Keenan Behrle
did not tender any of their shares pursuant to the offer.
23
On April 22, 2002, an action was filed against the Corporation and each
member of the Corporation's board of directors in the Delaware Court of Chancery
for New Castle County, by a stockholder action on behalf of all stockholders of
the Corporation in response to the Corporation's tender offer to purchase any
and all outstanding shares of its common stock at a price of $2.80 per share. It
is too early in the proceedings for management to predict the likely outcome of
the suit or its possible effect on the cash reserves of the Corporation
The Corporation intends to pursue the acquisition of one hundred percent or
substantial interests in additional operating businesses. However, no assurances
can be given that the Corporation will be able to identify attractive
opportunities, or if it does, that it will be able to complete acquisitions on
acceptable terms. As the Corporation acquires interests in other operating
businesses, it intends to liquidate securities available-for-sale as may be
necessary to consummate acquisitions.
In the opinion of management, the Corporation has sufficient cash and
liquid assets to fund its growth and operating plans for the foreseeable future.
Contractual Obligations
There have been no significant increases in the Corporation's contractual
obligations as of June 30, 2002 from those disclosed in Item 7 of the
Corporation's 2001 Annual Report on Form 10-K for the year ended December 31,
2001.
Market Risk
The Corporation is exposed to certain market risks, which are inherent in
the Corporation's financial instruments and arise from transactions entered into
in the normal course of business. The Corporation has not entered into and does
not enter into derivative financial instruments for speculative purposes. A
discussion of the Corporation's primary market risk disclosure in financial
instruments is presented below and should be read in conjunction with the
forward-looking statement included herein.
The Corporation is subject to interest rate risk on its marketable
securities portfolio and loans receivable. The marketable securities portfolio
matures in less than one year. The loan receivable portfolio is comprised of a
short-term fixed rate loan. The Corporation is subject to equity price risk on
its investments in limited partnerships that invest in securities. At June 30,
2002, these investments represent less than 2% of total assets.
Critical Accounting Policies
Management's discussion and analysis of financial condition and results of
operations discusses the Corporation's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported amounts of revenues and expenses. Actual amounts could differ from
those estimated under different assumptions or conditions. Management's beliefs
regarding significant
24
accounting policies have not changed significantly from those disclosed in Item
7 of the Corporation's Annual Report on Form 10-K for the year ended December
31, 2001.
Recently Issued Accounting Standards
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 143 ("SFAS No. 143"),
Accounting for Asset Retirement Obligations, was issued by the Financial
Accounting Standards Board ("FASB") in August 2001. SFAS No. 143 establishes
financial accounting and reporting requirements for obligations associated with
the retirement of tangible long-lived assets and the associated asset retirement
costs. The provisions of SFAS No. 143 apply to legal obligations associated with
the retirement of long-lived assets that result from the acquisition,
construction, development and/or the normal operation of a long-lived asset,
except for certain obligations of lessees. This statement is effective for
financial statements issued for fiscal years beginning after June 15, 2002. The
Corporation is currently evaluating the impact that the adoption of this
statement will have on its consolidated financial position or results of
operations.
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 145 ("SFAS No. 145"),
"Rescission of FASB Statements Numbers 4, 44 and 64, Amendment of FASB No. 13
and Technical Corrections" was issued by the FASB in April , 2002. SFAS No. 145
rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment
of Debt", and an amendment of that Statement, FASB Statement No. 64,
"Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". This
Statement also rescinds FASB Statement No. 44, "Accounting for Intangible Assets
of Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that are similar to sale-leaseback
transactions. This Statement also amends other existing authoritative
pronouncements to make various technical corrections, clarify meanings, or
describe their applicability under changed conditions. The Corporation has
determined that this statement will have no impact on its consolidated financial
position or results of operations.
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 146 ("SFAS No. 146"),
Accounting for Costs Associated with Exit or Disposal Activities was issued by
the FASB in June 2002. SFAS No. 146 addresses financial accounting and reporting
for costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." . This statement is effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. The Corporation is currently evaluating the impact
that the adoption of this statement will have on its consolidated financial
position or results of operations.
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).
25
PART II-OTHER INFORMATION
-------------------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
On April 22, 2002, the Corporation was notified of a complaint filed
against it and each member of the Corporation's board of directors in the
Delaware Court of Chancery for New Castle County, by a stockholder of the
Corporation. The lawsuit was filed in response to the Corporation's tender offer
to purchase any and all outstanding shares of its common stock at a price of
$2.80 per share. The plaintiff brought this action individually and as a
purported class action on behalf of all stockholders of the Corporation. The
complaint, as subsequently amended, alleges that the Corporation and the members
of the Corporation's board of directors have breached their fiduciary duties to
the Corporation's stockholders. Specifically the complaint alleges (a)
Westminster shareholders were being denied the opportunity to make a fully
informed judgment on a major corporate transaction in which they had to select
among their options to hold or tender their stock; (b) the tender offer was
structured in such a way that it was coercive and (c) the tender offer benefited
the fiduciaries at the expense of Westminster's public shareholders.
The complaint sought, among other things, preliminary and permanent
injunctive relief prohibiting the Corporation from proceeding and implementing
the tender offer and, if the tender offer was completed, an order rescinding the
tender offer and awarding damages to the purported class. On May 8, 2002, the
Delaware Court of Chancery denied the motion for expedited proceedings filed by
the plaintiff and refused to schedule a hearing on the plaintiff's motion for a
preliminary injunction, which sought to enjoin the Company's tender offer. The
litigation is still pending.
The Corporation and the other defendants believe that the allegations
raised in the complaint are without merit and intend to vigorously defend
against them.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit 99-1 - Certification of William Belzberg, Chief Executive
Officer of Westminster Capital, Inc.
Exhibit 99-2 - Certification Of Rui Guimarais, Chief Financial Officer
of Westminster Capital, Inc.
26
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 14, 2002 WESTMINSTER CAPITAL, INC.
(Registrant)
By /s/ William Belzberg
--------------------
William Belzberg,
Chairman of the Board of
Directors and Chief
Executive Officer
By /s/ Rui Guimarais
-----------------
Rui Guimarais
Chief Financial Officer
27