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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
/ / 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 the Registrant as Specified in its Charter)
DELAWARE 95-2157201
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
9665 WILSHIRE BOULEVARD, M-10, BEVERLY HILLS, CALIFORNIA 90212
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 278-1930
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
(Title of Each Class) (Name of Each Exchange on which Registered)
COMMON STOCK, AMERICAN STOCK EXCHANGE;
$1.00 PAR VALUE PER SHARE PACIFIC STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
Registrant, based upon the closing sale price on the American Stock Exchange of
its common stock on March 1, 2000 was approximately $7,603,534. For purposes of
the foregoing calculation, certain persons that have filed reports on Schedule
13D with the Securities and Exchange Commission with respect to the beneficial
ownership of more than 5% of the Registrant's outstanding voting stock and
directors and executive officers of the Registrant have been excluded from the
group of stockholders deemed to be nonaffiliates of the Registrant.
The number of shares of common stock, $1.00 par value per share, of the
Registrant outstanding as of March 1, 2000 was 7,834,607.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the Registrant's Proxy Statement relating to the
Registrant's Annual Meeting of Shareholders scheduled to be held on May 18, 2000
are incorporated by reference in Part III of this Form 10-K.
WESTMINSTER CAPITAL, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
CONTENTS
PART I
ITEM 1. BUSINESS 3
ITEM 2. PROPERTIES 11
ITEM 3. LEGAL PROCEEDINGS 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY 14
PART II
ITEM 5. MARKET FOR THE CORPORATION'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS 15
ITEM 6. SELECTED FINANCIAL DATA 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 69
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
CORPORATION 69
ITEM 11. EXECUTIVE COMPENSATION 69
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT 69
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 69
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K 70
Index of Exhibits 73
PART I
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND PROJECTIONS.
THROUGHOUT THIS ANNUAL REPORT, WESTMINSTER CAPITAL, INC. (THE
"CORPORATION" OR "WESTMINSTER") MAKES FORWARD-LOOKING STATEMENTS REGARDING
VARIOUS ASPECTS OF ITS BUSINESS AND AFFAIRS, INCLUDING STATEMENTS IN ITEM 1 -
"BUSINESS" REGARDING BUSINESS STRATEGY AND THE PLANS OF PHYSICIAN ADVANTAGE;
STATEMENTS IN ITEM 3 -"LEGAL PROCEEDINGS" REGARDING THE MERITS OF CLAIMS AND
DEFENSES IN LITIGATION; AND STATEMENTS IN ITEM 7 -"MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ABOUT FUTURE REVENUES
AND INCOME OF WESTLAND ASSOCIATES, THE ADEQUACY OF COLLATERAL FOR LOANS IN
DEFAULT AND THE FUTURE CASH NEEDS OF THE CORPORATION. IN SOME CASES YOU CAN
IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY INCLUDING "BELIEVES,"
"ANTICIPATES," "EXPECTS," "ESTIMATES," "MAY," "WILL," "SHOULD," "COULD,"
"PLANS," "PREDICTS," "POTENTIAL," "INTEND," "SCHEDULED," "CONTINUE" OR SIMILAR
TERMS. THESE FORWARD-LOOKING STATEMENTS INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES. THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
IN THE FORWARD-LOOKING STATEMENTS. FOR EXAMPLE, STATEMENTS ABOUT BUSINESS
STRATEGY MAY NOT BE ACCURATE BECAUSE THE CORPORATION MAY NOT IDENTIFY ATTRACTIVE
ACQUISITION CANDIDATES OR BE ABLE TO COMPLETE ACQUISITIONS ON ACCEPTABLE TERMS.
STATEMENTS ABOUT CLAIMS AND DEFENSES IN LITIGATION MAY TURN OUT TO BE INCORRECT
BECAUSE ALL OF THE FACTS THAT WILL BE PRESENTED AT TRIAL ARE NOT KNOWN NOW,
CERTAIN ASPECTS OF THE APPLICABLE LAW MAY BE UNCERTAIN AND THE JUDGEMENT OF THE
JUDGE OR JURY IS SUBJECTIVE AND INCAPABLE OF BEING PREDICTED ACCURATELY.
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.
ITEM 1. BUSINESS
GENERAL
Westminster owns all or a substantial interest in several operating
businesses and also engages in the secured lending business. We classify our
enterprise into five segments, namely (i) finance and secured lending, (ii)
group purchasing services, (iii) packaging-design and manufacturing, (iv)
equipment rental and sales and (v) other business.
FINANCE AND SECURED LENDING - This segment engages in lending activity,
originating or purchasing loans that are generally secured and do not exceed
thirty-six months in duration. Assets not employed in these operations are
invested in securities available-for-sale. These securities consist principally
of U.S. Government securities, but to a limited extent include investments in
common and preferred stocks, warrants, convertible debentures and investments in
limited partnerships that invest in securities.
GROUP PURCHASING SERVICES - We have two businesses involved with group
purchasing activities. Westland Associates, a wholly owned subsidiary, provides
group purchasing of goods and services for new car dealers and Physician
Advantage, a 70% owned subsidiary, provides group purchasing for physicians and
physician groups.
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PACKAGING-DESIGN AND MANUFACTURING - We own an 80% interest in One Source
Industries, LLC, a business that provides display solutions, packaging-design,
point of purchase material, promotional and media kits, and manufacturing and
fulfillment services.
EQUIPMENT RENTAL AND SALES - We own a 68% interest in Logic Technology Group,
Inc., dba Matrix Visual Solutions ("Matrix"), a company that rents and sells a
wide range of audio-visual and computer equipment.
OTHER BUSINESS- This segment represents all other business activity and includes
the ownership of a majority interest in a telephone company serving military
personnel (See "Telephone Company," below regarding the sale of this business in
January, 2000), and other non-recurring and settlement income (See Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," for further information).
Revenues, operating profits and other financial data for our industry
segments for the three years ended December 31, 1999, are set forth in Note 11
of Notes to Consolidated Financial Statements.
Westminster is a Delaware corporation formed in 1959. Our executive offices
are located at 9665 Wilshire Boulevard, Suite M-10, Beverly Hills, California
90212 and our telephone number is (310) 278-1930.
BUSINESS STRATEGY
We intend to pursue the acquisition of controlling interests in additional
operating businesses that support or complement our existing business segments.
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 or originate or
purchase loans, we will liquidate securities available-for-sale as may be
necessary to consummate those acquisitions or fund such loans.
BUSINESS SEGMENTS
FINANCE AND SECURED LENDING
LOANS
The Corporation originates and, from time to time, purchases loans that are
generally secured by real estate, personal property or other collateral. In
connection with each loan proposal, we consider the value and quality of the
real estate or other collateral available to secure the loan compared to the
loan amount requested, the borrower's source of repayment, the proposed interest
rate and repayment terms and the quality of the borrower. We generally hold
originated or purchased loans in our portfolio until maturity or earlier payoff.
4
At December 31, 1999, outstanding loans consisted of loans secured by trust
deeds or mortgages in the principal amount of $5,244,000 and loans secured by
other collateral in the principal amount of $500,000.
During 1999, loan activity included originations, pay-offs and the exercise
of equity conversion rights on two existing loans discussed in "Convertible
Loans," below.
In April, 1999, we agreed to extend a credit facility of $500,000 to Touch
Controls, Inc. This facility provides for interest at prime plus 1% and is to be
used for working capital purposes. It is secured by all assets of the company
and by a guarantee from the other principal shareholder for 50% of the amount
outstanding. As of December 31, 1999, the entire $500,000 was advanced and is
due on March 31, 2001.
We originated a loan in the amount of $4,218,500 in December 1999, bearing
interest at 15% per annum, which is secured by real estate and other collateral.
This loan requires monthly payments of interest of $52,731, with the principal
balance due and payable on December 1, 2000.
On August 27, 1999, we received a prepayment in full on two notes from Pink
Dot in the amounts of $2,803,000 and $436,000, respectively. These notes were
refinanced by us in connection with the sale of our investment in Pink Dot
during 1998, to replace previous loans outstanding to Pink Dot in the principal
amounts of $2,500,000 and $415,000, plus accrued interest. The respective notes,
which required the payment of interest monthly, were originally due in their
entirety in March 2000.
On October 21, 1999, we received $2,322,000 inclusive of accrued interest
of $422,000, as repayment of a loan originated on July 28, 1997. This loan
provided for the accrual and payment of interest at 15% on maturity and was
originally due on July 29, 1999, but was extended until the sale of certain
property in consideration for a prepayment of accrued interest of $250,000 in
August 1999. The loan included a profit participation feature upon the sale of
the property, and resulted in the Corporation receiving the sum of $1,484,000 as
additional consideration for this loan.
In August 1998, the Corporation originated a loan in the amount of
$1,100,000, bearing interest at 15% per annum, secured by real estate and other
collateral. This loan required monthly payments of interest only and was
originally due on August 1, 1999, but was extended until October 21, 1999, the
date of sale of the underlying property securing this loan, at which time the
loan was paid in full.
At December 31, 1999, a loan secured by a mortgage of $1,025,000, net of
discount of $25,000, was in default. The loan was originated in 1996 and was
originally due in 1998. We commenced foreclosure proceedings in October 1997 on
this loan. See Item 3 - "Legal Proceedings," for further information concerning
foreclosure proceedings on this loan.
On April 12, 1999, the Corporation sold a loan in the principal amount of
$520,000, at face value. This loan had been in default since 1998 and we had
commenced foreclosure proceedings in February 1998. See Item 3 - "Legal
Proceedings."
5
A short-term loan secured by a second trust deed in the amount of $225,000
made in June 1997 went into default in August 1997. The loan was foreclosed in
December 1997 and, as a result, we became the owner of the collateral, a
single-family residence located in Newport Beach, California. The residence was
subject to a first mortgage in the amount of $655,000, which we paid off in
January 1998. We sold the property, which had a carrying value of $833,000 at
December 31,1998, in January 1999 for $945,000, net of commissions and closing
costs.
CONVERTIBLE LOANS
We made two convertible loans in 1997, both of which were converted into
equity interests during the year ended December 31, 1999.
On January 1, 1999, we exercised our option to convert a convertible loan
in the principal amount of $800,000, together with accrued interest of $57,000,
into a 50% equity interest in Touch Controls, Inc. ("Touch Controls"). Touch
Controls, headquartered in Fallbrook, California, is a privately-held company
that specializes in the design, development and manufacture of enhanced infrared
touch displays and workstations for industrial and public access environments.
Touch Controls' products provide a simple and intuitive man/machine interface
with customers' personal computers and/or operating systems in a wide range of
industries and applications. Touch Controls' customers include end users,
original equipment manufacturers and systems integrators.
The financial results of Touch Controls are included in our financial
statements using the equity method of accounting beginning January 1, 1999.
Under the equity method of accounting, income or loss is recognized in our
Statement of Operations based on our proportionate share of Touch Controls'
income or loss.
The Corporation converted $270,000 in principal amount of a convertible
loan of up to $2,000,000 provided to Physician Advantage, into a 55% ownership
interest in that company in May, 1999. The convertible 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
include the financial results of Physician Advantage from May 18, 1999.
On March 1, 1999, we granted Physician Advantage and its two shareholders
an option to purchase our convertible loan at any time prior to May 18, 1999,
for a purchase price equal to the then outstanding principal balance and accrued
interest plus $600,000. As consideration for granting the option, the
shareholders agreed to transfer 15% of their equity interest in Physician
Advantage to Westminster, in the event that the option was not exercised. 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 above, we now own a
70% interest in Physician Advantage.
6
SECURITIES AVAILABLE-FOR-SALE AND OTHER INVESTMENTS
We invest assets not employed in operations in securities
available-for-sale. These securities consist principally of U.S. Government and
Agency securities, but also include investments in common and preferred stocks,
warrants, and convertible debentures. We do not actively engage in investing in
equity securities, but we may from time to time make investments when
opportunities arise that are consistent with our business objectives. Certain of
the equity securities owned by us were received as additional compensation for
loans made by the Corporation.
INVESTMENTS IN LIMITED PARTNERSHIPS THAT INVEST IN SECURITIES
We invest in certain limited partnerships that invest in securities. Each
of the partnerships seeks to achieve returns through investments in equity and
debt securities following identified strategies. We invest in limited
partnerships based on their past performance, the past performance of their
general partners, and diversification of identified strategies.
OTHER INVESTMENTS
We hold several other investments in various companies. Such individual
investments range in size from $48,000 to $500,000.
GROUP PURCHASING SERVICES
WESTLAND ASSOCIATES
We acquired 100% of the common stock of Westland Associates in 1997.
Westland Associates was founded in 1957 and provides group purchasing of goods
and services for new car dealers in California, Arizona, and Nevada. Westland
Associates sells to more than 550 dealers and has relationships with over 80
vendors. Included on Westland Associates' list of vendors are nationally
recognized companies such as Reynolds & Reynolds, Safety-Kleen, Sherwin Williams
and Unisource.
Westland Associates reviews new products, negotiates competitive pricing
for its dealers, and assists in the introduction of new products to its dealers.
For most vendors, Westland Associates also acts as the accounts receivable
agency. Products are shipped directly to dealers by the vendors and Westland
Associates is billed by the vendors for the items ordered by the dealers.
Westland Associates then consolidates all vendor bills and sends a single
statement to each dealer.
The acquisition of Westland Associates has been accounted for using the
purchase method of accounting and the consolidated financial statements include
the results of Westland Associates from the date of the acquisition, November
12, 1997 through December 31, 1999, on a consolidated basis.
7
PHYSICIAN ADVANTAGE, LLC
Physician Advantage, located in Encino California, was formed in November
1997 to carry on the business of providing group purchasing services for
physicians. The business was started in September 1996 by Access Managed Care,
Inc., a wholly owned subsidiary of Physician Advantage. Physician Advantage does
not maintain inventories or handle billing or collections, but tracks
transactions between the physicians and the vendors and is paid a rebate related
to sales volume. Physician Advantage has an exclusive five-year contract with a
major national hospital operator, pursuant to which the hospital operator
identifies for Physician Advantage the hospital operator's staff physicians, and
Physician Advantage solicits them to purchase medical supplies, office supplies
and other products and services at discounted prices available to the hospital
operator, but not otherwise available to physicians. More than 33,000 physicians
have enrolled in the program to date.
During 1999, Physician Advantage initiated plans to extend its business
beyond sales to physicians associated with the hospital operator. To accomplish
this, Physician Advantage entered into contracts with other organizations to
provide advantageous pricing and distribution. The company has entered into a
contract with a group purchasing organization that extends the organization's
advantageous pricing to doctors and alternate care facilities. The company has
also made arrangements with two distributors to provide distribution of medical
and surgical supplies to its customers. Physician Advantage plans to market its
new program to physicians affiliated with state and local medical groups and
specialty practice associations and has agreements with two medical associations
to market the program to their members. Customers served by the group purchasing
organization and the distributors will be able to place orders for products and
services through the Internet once the company's website "PhyBuy.com" is
completed. The "Phybuy.com" website is scheduled to be operational by the end of
April, 2000.
The acquisition of Physician Advantage on May 18, 1999, occurred as a
result of two transactions in which we acquired a 70% equity interest in
Physician Advantage. (See "Convertible Loans" above). The acquisition of
Physician Advantage has been accounted for using the purchase method of
accounting and the consolidated financial statements include the results of
Physician Advantage from the date of the acquisition, May 18, 1999, through
December 31, 1999, on a consolidated basis.
PACKAGING-DESIGN AND MANUFACTURING
ONE SOURCE
On January 11, 1999, we acquired an 80% interest in One Source Industries,
LLC ("One Source") from One Source Industries, Inc., for cash consideration of
$4,800,000 paid at closing, deferred consideration of $196,000, plus up to an
additional $2,038,000 in contingent consideration that may be paid over the four
years from 2000 to 2003, based on the performance of One Source during that
period.
One Source, as successor to One Source Industries, Inc., was founded in
1985 and provides display solutions, point of purchase material and
promotional/media kits for a broad spectrum of consumer products ranging from
computer software to food products. In addition,
8
One Source designs, packs and ships clam shells, and designs, assembles packs
and ships corrugated floor and pallet displays. One Source's objective is to
provide efficient, cost effective solutions to complex packaging and promotional
needs. One Source combines interrelated disciplines of artistic design, display
construction and final production to provide ease of assembly, product stability
and high impact visual presentation. One Source is headquartered in Irvine,
California and has production and fulfillment facilities located in Memphis,
Tennessee.
The acquisition of One Source has been accounted for using the purchase
method of accounting and the consolidated financial statements include the
results of One Source from the date of the acquisition, January 11, 1999,
through December 31, 1999, on a consolidated basis.
EQUIPMENT RENTAL AND SALES
MATRIX VISUAL SOLUTIONS
On November 22, 1999, we acquired a 68% interest in Logic Technology Group,
Inc., dba Matrix Visual Solutions ("Matrix"), for $4.8 million. Matrix rents and
sells audiovisual and computer equipment. The company rents equipment for use at
conventions, trade shows, conferences and other venues in which presentation
services are required. Matrix, based in Santa Ana, California with offices in
San Francisco, San Diego and Las Vegas, offers a full line of computer
presentation equipment including LCD panels and projectors.
The acquisition of Matrix has been accounted for using the purchase method
of accounting and the consolidated financial statements include the results of
Matrix from the date of the acquisition, November 22, 1999, through December 31,
1999, on a consolidated basis.
OTHER BUSINESS
TELEPHONE COMPANY
On January 31, 2000, Global Telecommunications Systems, LTD ("Global
Telecommunications") sold substantially all of its net assets to AT&T Corp. for
cash consideration of $1,900,000, of which we received $1,440,000 as a
distribution on account of our 75% interest. We will record a gain from the sale
of this business interest of approximately $1,100,000 in the year ending
December 31, 2000.
Prior to the sale of its assets, Global Telecommunications operated
telephone network systems to serve officers and enlisted personnel with local
and long distance telephone service in residential quarters at three military
bases. Global Telecommunications installed and owned the switches, wiring and
individual telephone equipment at each of the bases, and maintained and operated
that equipment with its personnel. Telephone system revenue was generated
through the use of the system by the individual military personnel who were
subscribers. Revenue was partially offset by time charges from the long distance
telephone provider to Global Telecommunications.
9
We were a limited partner in Global Telecommunications and were entitled
to 75% of the partnership distributions (which was proportional to our
investment). The consolidated financial statements include this investment on a
consolidated basis.
LAWSUIT SETTLEMENT
Other business also includes settlement recoveries from a class action
lawsuit against Drexel Burnham Lambert Inc. and various other parties. (See Item
3 - "Legal Proceedings").
EMPLOYEES
As of December 31, 1999, we employed ninety-one salaried employees. Three
of the Corporation's employees are executive officers of Westminster.
Employee distribution by industry segment is as follows:
NUMBER
SEGMENT OF EMPLOYEES
------- ------------
Finance and lending 5
Group purchasing services 20
Packaging-design and manufacturing 22
Equipment rental and sales 38
Other business 6
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ITEM 2. PROPERTIES
Our executive offices are located at 9665 Wilshire Boulevard, Suite M-10,
Beverly Hills, California 90212, telephone (310) 278-1930. This office is leased
for a five-year term ending in October 2002. These facilities also serve as the
business location for all finance and lending activities.
Our group purchasing segment leases an aggregate of 6,838 square feet of
office space in Encino, California and Anaheim, California.
Our packaging-design and manufacturing segment has its corporate
headquarters in Irvine, California, and currently leases an aggregate of 10,579
square feet of office space in Irvine, California, Laguna Hills, California and
Bentonville, Arkansas. An additional 52,870 square feet of manufacturing and
warehouse space is leased in Olive Branch, Mississippi, which is adjacent to
Memphis, Tennessee.
Our equipment rental and sales segment has its corporate headquarters in
Santa Ana, California, and leases an aggregate of 17,455 square feet of office
and warehouse space in Santa, Ana, California, San Diego, California, San
Francisco, California and Las Vegas, Nevada.
We believe our facilities, taken as a whole, are well maintained and are
adequate for our current and foreseeable business needs. All properties are
leased.
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ITEM 3. LEGAL PROCEEDINGS
During 1999, we received $192,095 in net proceeds from a settlement of
claims asserted on behalf of Westminster and similarly situated parties, in a
class action lawsuit against Drexel Burnham Lambert Inc., Michael Milken and
other related parties in an action filed in the Los Angeles County Superior
Court in 1989 and settled in 1993. The action involved claims of various
violations of federal and state securities laws by the defendants. The $192,095
represents a recovery of approximately $295,530, less court directed attorneys'
fees of approximately $103,435. From 1993 through 1998, we received
approximately $23.6 million in net proceeds, which represents a recovery of
approximately $36.3 million, less court directed attorneys' fees of
approximately $12.7 million.
In November 1996, Westminster made a loan of $1,050,000 to a borrower and
took as security for the loan a mortgage on certain real property, title to
which was held by a trust of which the borrower was trustee. On October 9, 1997,
we commenced foreclosure proceedings on the collateral in the Court of Common
Pleas, County of Berkeley, South Carolina, seeking to sell the collateral and
apply the proceeds of sale to pay the principal and unpaid interest on the loan.
In January, 1998, certain beneficiaries of the trust that holds title to the
collateral filed certain motions and actions seeking to prevent the foreclosure,
alleging that Westminster acted improperly in lending money to the borrower, and
accepting as security real property owned by the trust of which the borrower was
the trustee. Westminster agreed to allow the beneficiaries to intervene in the
foreclosure action in exchange for the beneficiaries' agreement to dismiss a
separate case filed by the beneficiaries and to submit to the jurisdiction of
the court hearing the foreclosure case. On January 29, 1999, the court hearing
the foreclosure action acted upon certain motions filed by the parties and
denied the borrower's motion to set aside the default previously entered against
her, denied the beneficiaries' motion for a jury trial and denied Westminster's
motion for summary judgment. Non-binding mediation was held on March 9, 2000.
While the parties are discussing resolution of the matter, no agreement has been
reached.
In accepting the collateral as security for the note, the Corporation
relied on the trust documents granting the borrower absolute authority to
mortgage the collateral and obtained title insurance for the mortgage it
received. Westminster believes that it acted properly in dispersing the loan
proceeds to the borrower. If mediation does not result in settlement, we intend
to pursue vigorously our right to the collateral. The title insurance company
which insured the mortgage has appeared in the pending actions to defend on the
issue of the trustee's lack of authority. No date has been set for a trial.
In connection with Westminster's efforts to foreclose on real estate
collateral for a defaulted loan in the principal amount of $520,000, the debtor,
Rousey Real Estate Investments, Inc., filed for protection under Chapter XI of
the Bankruptcy Act on June 10, 1998 and a stay was issued preventing the
Corporation from proceeding with a trustee's sale of the real estate collateral.
On February 23, 1999, the Bankruptcy court rejected the debtor's plan of
reorganization and lifted the stay, thus permitting the trustee's sale to
proceed. A foreclosure sale was scheduled for April 15, 1999. On April 12, 1999,
Westminster sold the note evidencing the loan to a third party for total
consideration of $647,665, representing the principal amount of the loan,
accrued but unpaid interest on the loan and costs and expenses incurred in
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Westminster's effort to collect the loan. This sale relieved Westminster of the
need to proceed with the foreclosure sale.
On February 15, 2000, the Corporation and certain officers and directors
received subpoenas from the Securities and Exchange Commission, requesting
information concerning financial reporting of certain business transactions. The
Corporation is in the process of responding to these subpoenas.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
NONE
EXECUTIVE OFFICERS OF REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following
information is included as an unnumbered item in Part I of the Report in lieu of
being included in the Proxy Statement for the Annual Meeting of Stockholders to
be held on May 18, 2000.
The following table sets forth certain information with respect to the
executive officers of the Corporation:
NAME AGE POSITION
---- --- --------
William Belzberg 67 Chairman of the Board
Chief Executive Officer
Keenan Behrle 57 Executive Vice President
Chief Financial Officer
Rui Guimarais 39 Vice President - Finance
An officer may have his term of office terminated at any time by the Board
of Directors.
Mr. William Belzberg has served as Chairman of the Board of Directors of
the Corporation since 1977. Mr. Belzberg was also President and Chief Executive
Officer of the Corporation in 1987 and 1988 and has served as Chief Executive
Officer since September 1990.
Mr. Keenan Behrle became Executive Vice President and Chief Financial
Officer of the Corporation in February 1997. From November 1993 to February
1997, Mr. Behrle was engaged in real estate development activities for his own
account. From 1991 to November 1993, Mr. Behrle was President and Chief
Executive Officer of Metropolitan Development, Inc., a real estate development
company located in Los Angeles, California. Mr. Behrle has been a director of
the Corporation since 1985.
Mr. Rui Guimarais has served as Vice President - Finance of the Corporation
since May 1998. From February 1993 until he joined the Corporation, Mr.
Guimarais was a Vice President at Showscan Entertainment Inc. ("Showscan"), a
public company. Mr. Guimarais held several management positions at Showscan
including Vice President of Film and Theatre Operations and Financial Controller
and Director of Theatre Operations. Mr. Guimarais is a Certified Public
Accountant and Chartered Accountant (South Africa).
14
PART II
ITEM 5. MARKET FOR THE CORPORATION'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The principal market for our common stock is the American Stock
Exchange under the symbol "WI.". Our common stock is also traded on the
Pacific Stock Exchange under the symbol "WI." The high and low market prices
for Westminster Capital's Common Stock, as reported in the consolidated
transaction reporting system, are set forth below:
Fiscal Quarters High Low
--------------- ---- ---
1999
----
Fourth Quarter $ 3 1/4 $ 2 3/4
Third Quarter 3 5/8 2 3/4
Second Quarter 3 5/16 2 5/8
First Quarter 2 13/16 2 5/8
1998
----
Fourth Quarter $ 2 13/16 $ 2 5/8
Third Quarter 3 0/8 2 5/8
Second Quarter 3 0/8 2 5/8
First Quarter 3 5/8 2 3/8
Westminster had approximately 924 holders of record of its common stock
as of March 1, 2000.
We have not paid cash dividends since 1989, and do not presently
anticipate the declaration of cash dividends in the near future, as we intend
to retain all excess cash, if any, resulting from our various operations for
future acquisitions and investments.
15
ITEM 6. SELECTED FINANCIAL DATA
SELECTED FINANCIAL DATA
(dollars in thousands except per share data)
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
FINANCIAL DATA:
Total assets $51,140 $42,597 $34,870 $33,212 $28,199
Cash and cash equivalents 1,406 291 1,738 2,310 1,715
Accounts receivable, net 3,565 660 1,002 225 321
Loans receivable, net 5,744 9,783 7,081 4,636 2,513
Securities available-
for-sale 21,677 25,982 17,655 22,502 21,747
Property and equipment,
net 3,397 147 710 48 45
Goodwill, net 11,027 788 881 278 -
Total liabilities 17,163 10,750 8,902 7,745 5,099
Shareholders' equity 33,977 31,847 25,968 25,467 23,100
=======================================================
EARNINGS DATA:
Total revenues $ 33,258 $ 30,925 $ 7,996 $ 5,234 $ 4,596
Interest income 2,313 2,502 2,026 2,228 1,467
Loan fees 1,484 49 639 751 320
Lawsuit settlement, net 192 52 950 813 1,209
Sales to auto dealers 14,235 18,851 2,711 - -
Sales to packaging
customers 11,808 - - - -
Equipment rental and
sales 601 - - - -
Telephone system revenue 864 1,394 1,444 1,528 1,522
Unrealized gains (losses)
on limited partnerships
that invest in
securities 838 (299) 529 - -
Gain (loss) on sale of
securities 602 66 332 (3) 15
Interest on tax refund - 2,644 - - -
Loss gain from equity
investments (130) 5,887 (686) (169) -
Net income 2,323 5,827 1,371 1,571 1,308
=======================================================
PER SHARE DATA:
Net income per share
(basic) $ .30 $ .74 $ .17 $ .20 $ .17
Book value per share
(end of period) $ 4.34 $4.06 $3.31 $3.25 $2.96
Weighted average diluted
shares outstanding 7,952 7,928 7,866 7,822 7,840
=======================================================
See "Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations," for details regarding acquisitions made during 1999.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
This "Management's Discussion and Analysis of Financial Condition and
Results of Operations" should be read in conjunction with our consolidated
financial statements included elsewhere herein. Certain statements we make
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. See "Special Note Regarding
Forward-Looking Statements and Projections" in "Part I" preceding "Item 1."
At December 31, 1999, our principal assets identified by segment
consisted of the following:
FINANCE AND SECURED LENDING - Includes securities available-for-sale; loans
which are generally secured by real estate, personal property or other
collateral; limited partnerships that invest in securities; other investments;
and cash and cash equivalents.
GROUP PURCHASING - We have two businesses involved with group purchasing
activities. Westland Associates, a wholly owned subsidiary, provides group
purchasing of goods and services for new car dealers, and Physician Advantage, a
70% owned subsidiary, provides group purchasing for physicians and alternate
care facilities. Group purchasing assets include accounts receivable from
customers, office furniture and equipment and other assets including cash and
cash equivalents.
PACKAGING-DESIGN AND MANUFACTURING - We own an 80% interest in One Source, a
business that provides display solutions, packaging-design, point of purchase
material, promotional and media kits and manufacturing and fulfillment services.
One Source's assets include accounts receivable from customers, machinery and
equipment, office furniture and equipment and other assets including cash and
cash equivalents.
EQUIPMENT RENTAL AND SALES - We own a 68% interest in Matrix Visual Solutions, a
company that rents and sells a wide range of audio-visual and computer
equipment. Matrix' assets include accounts receivable from customers,
presentation equipment held for rental, delivery vehicles, office furniture and
equipment and other assets including cash and cash equivalents.
OTHER BUSINESS - We owned a majority ownership interest in Global
Telecommunications, a limited partnership that was in the business of
constructing and operating local and long distance telephone service for certain
military residential quarters prior to the sale of substantially all its assets
on January 31, 2000. Global Telecommunications' assets include telephone
systems, accounts receivable and cash and cash equivalents.
17
PRESENTATION OF FINANCIAL INFORMATION
Revenues, operating profits and other financial data of our industry
segments for the three years ended December 31, 1999, are set forth in Note 11
of Notes to Consolidated Financial Statements.
The contributions to consolidated revenues and consolidated EBITDA
("earnings before interest, taxes, depreciation and amortization"), including
percentage contributions by each of our industry segments, are summarized below.
We define EBITDA as earnings before interest, income taxes, depreciation and
amortization. Since all companies do not calculate EBITDA or similarly titled
financial measures in the same manner, such disclosures may not be comparable
with EBITDA as we define it. EBITDA should not be considered as an alternative
to net income or loss (as an indicator of our operating performance), or as an
alternative to cash flow (as a measure of liquidity or ability to repay debt),
and is not a measure of performance or financial condition under generally
accepted accounting principles. However, it does provide additional information
for evaluating our ability to meet our obligations.
Cash flows in accordance with generally accepted accounting principles
consist of cash flows from (i) operating, (ii) investing and (iii) financing
activities. Cash flows from operating activities reflect net income or loss
(including charges for interest and taxes not included in EBITDA), adjusted for
(i) all non-cash charges or credits (including, but not limited to depreciation
and amortization) and (ii) changes in operating assets and liabilities (not
reflected in EBITDA). For information regarding our historical cash flows, see
the Consolidated Statements of Cash Flows included elsewhere herein. Our
historical results of operations are discussed below.
For the year ended December 31, 1999, we generated revenues of $33,258,000
and EBITDA of $5,220,000. The finance and secured lending segment contributed
$5,281,000 to revenues (16%) and $3,472,000 to EBITDA (67%); the group
purchasing services segment contributed $14,512,000 to revenues (43%) and a
negative $726,000 to EBITDA (-14%); the packaging-design and manufacturing
segment contributed $11,808,000 to revenues (36%) and $1,890,000 to EBITDA
(36%); the equipment rental and sales segment contributed $601,000 to revenues
(2%) and $229,000 to EBITDA (4%) and other business contributed $1,056,000 to
Revenues (3%) and $355,000 to EBITDA (7%).
RESULTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
We completed three acquisitions during 1999. First, on January 11, 1999, we
acquired an 80% interest in One Source. This was followed by an acquisition of a
70% interest in Physician Advantage on May 18, 1999. Then, on November 22, 1999,
we acquired a 68% interest in Matrix. Our operating results reflect the results
of operations for these acquisitions from the respective dates of acquisition.
18
The results of operations for the current year also reflect the conversion
on January 1, 1999, of our loan into a 50% equity interest in Touch Controls. In
accordance with generally accepted accounting principles, the results of Touch
Controls are included in income using the equity method of accounting. Under the
equity method of accounting, income or loss is recognized in the Consolidated
Statement of Operations based on our proportionate share of Touch Control's
income or loss.
REVENUES
Our revenues increased by $2,333,000 or 8% from $30,925,000 in 1998 to
$33,258,000 in 1999. This net increase in revenues was due to several factors.
The acquisitions in 1999 added $12,686,000 to revenues comprised of $11,808,000
from One Source, $277,000 from Physician Advantage and $601,000 from Matrix.
Significant other increases in revenues were attributable to loan fee income of
$1,435,000, an increase in unrealized gains on limited partnerships that invest
in securities of $1,137,000, an increase in gains on the sale of securities
available for sale of $536,000, an increase in lawsuit settlement revenues of
$140,000, and an increase in other income of $395,000. Offsetting these
increases in revenues were declines in revenues contributed by Westland
Associates of $4,616,000 and Global Telecommunications of $530,000, a decline in
interest income of $189,000 and a recorded loss on our equity investment in
Touch Controls of $130,000. Additionally, in 1998 revenues included the gain
from the sale of our equity interest in Pink Dot of $5,887,000, as well as
interest on a one-time franchise tax board settlement of $2,644,000.
The decline in revenues of Westland Associates was due in large measure to
the loss of a significant auto parts vendor and to declines in several other
product lines.
The 1999 decline of $530,000 in telephone system revenues of Global
Telecommunications was due primarily to the loss of a service contract for
Miramar Naval Air Station during 1998. This lost service contract contributed
$501,000 in revenues during 1998, of which $272,000 was telephone system
revenues through June 30, 1998, and $229,000 represented a settlement gain for
the loss of this same contract. Telephone System revenues will be negligible for
2000, as a result of the sale of Global Telecommunications on January 31, 2000.
See Note 8 of Notes to Consolidated Financial Statements for details on the sale
of Global Telecommunications.
Interest on loans decreased to $1,037,000 in 1999 from $1,167,000 in 1998,
due to the decrease in average loans outstanding. Interest on securities
available-for-sale and money market funds was $1,276,000 in 1999 compared to
$1,335,000 in 1998 due to the lower average invested funds during the current
year. Loan fee revenue was $1,484,000 in 1999 compared to $49,000 in 1998. In
1999, loan fees were realized from an equity participation in the sale of
property securing a loan originated during 1997, which was paid off during 1999.
In 1999, we recorded unrealized gains from limited partnerships that invest
in securities of $838,000, as compared to unrealized losses of $299,000 in 1998.
These limited partnerships invest in equity and debt securities and the
Corporation records gains and losses on these investments based upon the equity
method of accounting.
19
During 1999 we earned $602,000 in net gains from the sale of securities
compared to gains of $66,000 in 1998. These gains include $847,000 in gains from
the sale of various marketable securities, offset in part by a $245,000
permanent impairment write-down on an investment security.
Lawsuit settlement recoveries, net of court directed attorney's fees, in
the class action lawsuit against Drexel Burnham Lambert, Inc. were $192,000 in
1999 compared to $52,000 in 1998. While additional settlement payments may be
received in this litigation over time, there is diminishing likelihood that any
such payments will be received and, if received, that the amounts received will
be as great as amounts previously received.
GROSS PROFIT
We calculate gross profit as total revenues less cost of sales less
depreciation and amortization related to sales (which depreciation and
amortization was $235,000 in 1999 and $207,000 in 1998).
The revenues of $14,235,000 generated by Westland Associates, reported
under the caption "Sales to auto dealers" in the Consolidated Financial
Statements, were offset by direct costs of $13,328,000, included under the
caption "Cost of sales." As a result, Westland Associates generated gross profit
before operating expenses of $907,000 in 1999, compared to $1,034,000 in 1998.
The level of gross profit declined less than the proportionate decline in sales
in comparison to 1998, due to improved margins as a consequence of management's
focus toward higher margin product lines and due to the loss of a significant
vendor in a product line with lower margins than the overall average.
The revenues of $11,808,000 generated by One Source, reported under the
caption "Sales to packaging customers" in the Consolidated Financial Statements,
were offset by direct costs of $7,629,000, included under the caption "Cost of
sales." As a result, One Source generated gross profit before operating expenses
of $4,179,000 for the period January 11, 1999 (date of acquisition) through
December 31, 1999. Cost of sales includes $26,000 of depreciation and
amortization charged to cost of sales in 1999.
The revenues of $277,000 generated by Physician Advantage and included in
"Other Income" in the Consolidated Financial Statements represent net revenues
earned from third party distributors, and, as such, also represents the gross
profit attributable to this source from May 18, 1999 (date of acquisition)
through December 31, 1999.
The revenues of $601,000 generated by Matrix, reported under the caption
"Equipment rental and sales" in the Consolidated Financial Statements, were
offset by direct costs of $251,000, included under the caption "Cost of sales."
As a result, Matrix generated gross profit before operating expenses of $350,000
for the period November 22, 1999 (date of acquisition) through December 31,
1999. Cost of sales includes $41,000 of depreciation and amortization charged to
cost of sales in 1999.
20
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $2,080,000 from $4,049,000 in
1998 to $6,129,000 in 1999. This increase resulted from general and
administrative expenses of $2,289,000, $647,000, and $121,000 attributable to
One Source, Physician Advantage and Matrix, respectively, which were offset by
reductions in other general and administrative expenses for finance and secured
lending of $620,000 and Westland Associates of $357,000.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased from $198,000 in 1998 to $760,000
in 1999. The increase is attributable to depreciation and amortization of
$403,000 related to the amortization of goodwill on acquisitions made in 1999,
with the balance comprised of depreciation and amortization on operating assets
related to the 1999 acquisitions.
INCOME TAX
An income tax provision of $1,841,000 was recorded for 1999. This provision
represents a combined federal and state effective tax rate of 41.8%. In 1998 an
income tax provision of $2,060,000 was recorded, representing a 26% effective
tax rate. The difference between the tax provision recorded and the amount based
on statutory rates for 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. For other tax matters that may affect
future results of operations see Notes 15 and 20 of the Notes to the
Consolidated Financial Statements.
MINORITY INTERESTS
The minority interests in net income increased by $206,000, from $31,000 in
1998 to $237,000 in 1999, due to the minority interests in the net income of the
subsidiaries acquired during 1999, represented by $207,000 in net income
attributable to the minority interest in One Source and $31,000 in net income
attributable to the minority interest in Matrix, offset by the decline in the
minority interest attributable to Global Telecommunications of $32,000.
The consolidated results of operations reflect 100% of the results of
Physician Advantage, compared to our ownership of 70% of this company, because
the acquisition of our interest in Physician Advantage was made at a time when
the company had a deficiency in net tangible assets, and the minority owners
have not guaranteed the subsidiary debt or committed to provide additional
capital. We will continue to absorb 100% of any future losses attributable to
Physician Advantage, if any, for as long as the company continues to have a
deficiency in tangible net assets.
21
NET INCOME
Net income for 1999 was $2,323,000, as compared to $5,827,000 for 1998.
Basic earnings per share were $0.30 in 1999 versus $0.74 in 1998. Diluted
earnings per share were $0.29 in 1999 versus $0.73 in 1998. Weighted average
basic shares outstanding were 7,835,000 in both 1999 and 1998. Weighted average
diluted shares outstanding were 7,952,000 in 1999 and 7,928,000 in 1998.
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
REVENUES
Revenues were $30,925,000 for the year ended December 31, 1998 compared to
$7,996,000 for the year ended December 31, 1997. The increase in revenues of
$22,929,000 was due to several factors, including the acquisition of Westland
Associates in 1997 which generated revenues of $18,851,000 for 1998, compared to
$2,711,000 for the period from date of acquisition on November 12, 1997 through
December 31, 1997; the sale of our equity interest in Pink Dot which generated a
gain in the amount of $5,887,000 in 1998; and the California Franchise Tax
refund claim settlement which resulted in interest received of $2,644,000 in
1998.
Interest on loans was $1,167,000 for the year ended December 31, 1998
compared to $1,094,000 during the year ended December 31, 1997 because of the
increase in average loans outstanding. Interest on securities available-for-sale
and money market funds was $1,335,000 for the year ended December 31, 1998
compared to $932,000 for the prior year due to the higher average invested funds
during the current year. Loan fee revenue was $49,000 for the year ended
December 31, 1998 compared to $639,000 during the year ended December 31, 1997.
In 1997, loan fees included a fee of $350,000 received in connection with the
early payoff of a loan and a fee of $187,000 received in connection with a
financing accommodation.
For the year ended December 31, 1998, we recorded unrealized losses on
limited partnerships that invest in securities of $299,000 as compared to
unrealized gains of $529,000 for the year ended December 31, 1997. 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 realized gains on the sale of securities of $66,000 for the year ended
December 31, 1998 compared to gains of $332,000 in the prior year.
Lawsuit settlement recoveries net of court directed attorney's fees in the
class action lawsuit against Drexel Burnham Lambert, Inc. were $52,000 for the
year ended December 31, 1998 compared to $950,000 for the year ended December
31, 1997.
Telephone system revenues decreased from $1,444,000 for the year ended
December 31, 1997 to $1,394,000 for the year ended December 31, 1998. Revenues
for 1998 included a gain of $229,000 arising from receipt of a settlement
payment on cancellation of the service contract for the Miramar Naval Air
Station effective June 30, 1998. Revenues for the remaining three
22
bases were $893,000 for the year ended December 31, 1998 compared to $965,000
for the year earlier period. Lower long distance rates and the loss of business
due to competition from prepaid calling cards were the significant reasons for
this decline. Operating expenses decreased from $1,338,000 for the year ended
December 31, 1997 to $1,141,000 for the year ended December 31, 1998, due
primarily to the termination of the contract for the Miramar base effective June
30, 1998. Operating expenses for the remaining three bases were $881,000 for the
year ended December 31, 1998 compared to $918,000 for the year earlier period.
This reduction was due to lower repair charges and cost efficiencies.
GROSS PROFIT
Revenues of $18,851,000 generated by Westland Associates for the year ended
December 31, 1998 were offset by direct costs of $17,817,000, resulting in gross
profit before operating expenses of $1,034,000. Operating expenses for the year
were $1,620,000 and are included in general and administrative expenses. The net
operating loss of $586,000 included non-recurring and executive payroll expenses
of approximately $500,000 and operating costs associated with the introduction
of a new product line of $83,000.
Other (loss) income includes a permanent impairment write-down of $250,000
on an investment for the year ended December 31, 1998. Excluding this
write-down, other income was $29,000 for the year ended December 31, 1998
compared to $51,000 for the year ended December 31, 1997.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased $2,052,000 from $1,997,000
for the year ended December 31, 1997 to $4,049,000 for the year ended December
31, 1998. A significant portion of this increase, or $1,398,000, was
attributable to Westland Associates, which was acquired in November 1997. Also
contributing to this increase, were increased expenses incurred by the finance
and secured lending segment aggregating $654,000, related to various matters
including increased legal, accounting, consulting and payroll expenses.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased from $33,000 in 1997 to $198,000 in
1998. The increase was attributable to depreciation and amortization of $89,000
related to amortization of goodwill attributable to the acquisition of Westland
Associates and a decrease in accretion of $93,000, relating to the amortization
of discount.
INCOME TAX
Although the Corporation had income before taxes of $7,918,000 for the year
ended December 31, 1998, an income tax provision of $2,060,000 was recorded for
this period, representing a 26% effective tax rate compared to an effective tax
rate of 40.4% in 1997. The difference between the tax provision recorded and the
amount based on statutory rates is mainly due to the $1,686,000 tax refund
received from the California Franchise Tax Board in settlement
23
of the Corporation's refund claim, which was recorded as a reduction to the
income tax provision.
NET INCOME
Net income for the year ended December 31, 1998 was $5,827,000 compared
to $1,371,000 for the year ended December 31, 1997. Basic earnings per share
were $0.74 for the year ended December 31, 1998 compared to $0.17 for the
year ended December 31, 1997. Diluted earnings per share were $0.73 for the
year ended December 31, 1998 versus $0.17 for the year ended December 31,
1997. Weighted average basic shares were 7,835,000 for both 1998 and 1997.
The weighted average diluted shares outstanding were 7,928,000 for the year
ended December 31, 1998 compared to 7,866,000 for the prior year.
FINANCIAL CONDITION
LOANS RECEIVABLE, CONVERTIBLE LOANS AND PAST DUE LOANS
LOANS RECEIVABLE
The Corporation's loans receivable at December 31, 1999 were
$5,744,000, as compared to $9,783,000 at December 31, 1998. During 1999,
loan activity included originations, the exercise of equity conversion on two
existing loans (See "Convertible Loans" below), advances under existing
commitments and pay-offs.
ORIGINATIONS AND ADVANCES:
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. For further
information on loan collateral see Note 7 of Notes to Consolidated Financial
Statements.
On April 7, 1999, we agreed to extend a credit facility of $500,000 to
Touch Controls Inc. This facility which provides for interest at prime plus 1%,
is to be used for working capital purposes, is secured by all assets of Touch
Controls and by a guarantee from the other principal shareholder for 50% of the
amount outstanding. As of December 31, 1999, the entire $500,000 was advanced
and is due on March 31, 2001.
We originated a loan in the amount of $4,218,500 in December 1999, bearing
interest at 15% per annum, which is secured by real estate and other collateral.
This loan requires monthly payments of interest of $52,731, with the principal
and any accrued interest due and payable on December 1, 2000.
During 1999, we advanced $564,000 on existing loan commitments, of which
$500,000 was extended to Touch Controls (discussed above) and $64,000 was
advanced to Physician Advantage prior to our acquisition of Physician Advantage
on May 18, 1999.
24
PAY-OFFS OR REPAYMENTS:
During 1999, Westminster received pay-offs of loans in the aggregate amount
of $7,881,000, representing $6,759,000 of principal and $1,122,000 of accrued
interest plus an additional $1,484,000 of profit participation on a loan paid
off in 1999.
On August 27, 1999, we received a prepayment in full on two notes from Pink
Dot in the amounts of $2,803,000 and $436,000, respectively. These notes were
refinanced by us in connection with the sale of our investment in Pink Dot
during 1998, to replace previous loans outstanding to Pink Dot in the principal
amounts of $2,500,000 and $415,000, plus accrued interest, respectively. The
notes, which required the payment of interest monthly, were originally due in
their entirety in March 2000.
On October 21, 1999, we received $2,322,000 inclusive of accrued interest
of $422,000, as repayment of a loan originated on July 28, 1997. This loan
provided for the accrual and repayment of interest at 15% on maturity and was
originally due on July 29, 1999, but was extended until the sale of the
underlying property securing this loan for a prepayment of accrued interest of
$250,000 in August 1999. The original loan included a profit participation
feature upon the sale of the property, and resulted in Westminster receiving the
sum of $1,484,000 as additional consideration for this loan.
In August 1998, we originated a loan in the amount of $1,100,000, bearing
interest at 15% per annum, secured by real estate and other collateral. This
loan required monthly payments of interest only and was originally due on August
1, 1999, but was extended until October 21, 1999, the date of sale of the
underlying property securing this loan, at which time it was paid in full.
CONVERTIBLE LOANS
We executed two convertible loan agreements in 1997, both of which were
converted into equity interests during the year ended December 31, 1999. 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.
The Corporation converted $270,000 in principal amount of a convertible
loan of up to $2,000,000 provided to Physician Advantage, into a 55% ownership
interest in Physician Advantage on May 18, 1999. The convertible 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 include the financial results of Physician Advantage
from May 18, 1999.
25
PAST DUE LOANS
Once a loan goes into default, we cease to accrue interest on the loan.
When necessary, we also record reserves for impaired principal, as well as
previously accrued interest.
At December 31, 1999, a loan secured by a mortgage of $1,025,000, net of
discount of $25,000 was in default. The loan was originated in 1996 and was
originally due in 1998. We commenced foreclosure proceedings in October 1997 on
this loan. See Item 3 - "Legal Proceedings," for further information concerning
foreclosure proceedings on this loan.
A short-term loan secured by a second trust deed in the amount of $225,000
made in June 1997 went into default in August 1997. The loan was foreclosed in
December 1997 and, as a result, we became the owner of the collateral, a
single-family residence located in Newport Beach, California. The residence was
subject to a first mortgage in the amount of $655,000, which was paid off in
January 1998. The property, which had a carrying value of $833,000 at December
31, 1998, was subsequently sold in January 1999 for $945,000, net of commissions
and closing costs.
On April 12, 1999, we sold a loan in the principal amount of $520,000,
which had been in default since 1998 and we had commenced foreclosure
proceedings in February 1998. See Item 3 - "Legal Proceedings."
LIQUIDITY
Our cash and cash equivalents increased by $1,115,000 during the year ended
December 31, 1999. Our principal sources of cash during 1999 were $2,687,000
from operating activities, $6,759,000 of principal collected on loans
receivable, $945,000 from the sale of real estate acquired through foreclosure,
$615,000 from the liquidation of limited partnership interests and $200,000 from
the liquidation of other investments. Furthermore, the net change in our
investment security portfolio generated additional cash of $4,475,000 during
1999, as sales of securities of $39,694,000 exceeded purchases of securities of
$35,219,000. Our primary uses of cash during 1999 were $8,727,000 for the
acquisition of subsidiaries, $4,783,000 in loan originations and advances on
existing loans, $550,000 for purchases of property and equipment and $448,000 on
various investments. We held U.S. Government and Agency securities with a market
value of $21,640,000 at December 31, 1999.
We continue to seek investments in or acquisitions of other businesses. No
assurances can be given that any further acquisitions or investments will be
made or, if made, that they will be profitable.
In the opinion of management, Westminster has sufficient cash and liquid
assets to fund its growth and operating plans for the foreseeable future.
26
YEAR 2000
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. Some systems may be
unable to accurately process certain information because of information
technology ("IT"), which utilized a two-digit date field. Y2K introduced the
potential for errors and miscalculations related to IT and non-IT systems, which
were not designed to accommodate a date of year 2000 and beyond. Y2K issues
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. As
of March 21, 2000, we have not encountered any significant Y2K related problems.
In 1999, we 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 spent
approximately $240,000 in system replacements and upgrades related to this
assessment, most of which was incurred in the ordinary course of business.
All significant planned upgrades were completed by July 31, 1999, which
completed the Y2K plan for all internal systems. Thereafter in November 1999, we
acquired a company with identified non-compliant software, which was replaced
prior to December 31, 1999 at an aggregate cost of $53,000.
We also communicated with our most significant customers, vendors and
service providers, and did not receive any communication that would indicate the
existence of any current or future Y2K related issues. We have developed
contingency plans to alter business relationships in the event any third party
Y2K issues become apparent.
With the exception of the historical information, the matters discussed
above include forward-looking statements that involve risks and uncertainties.
While we believe that minimal Y2K exposure remains, there remains some
uncertainty inherent in the Year 2000 problem, resulting from the uncertainty of
the Year 2000 readiness of third parties and the inter-connection of businesses.
27
FACTORS THAT MAY AFFECT FUTURE RESULTS
Portions of this Annual Report may contain "forward-looking statements."
The reader is cautioned that all forward-looking statements are necessarily
speculative and there are certain risks and uncertainties that could cause
actual events or results to differ materially from those referred to in such
forward-looking statements. The discussion below, together with portions of the
discussion elsewhere in this Annual Report on Form 10-K, highlight some of the
more important risks identified by our management, but should not be assumed to
be the only things that could affect future performance.
RISKS ASSOCIATED WITH ACQUISITIONS
We have completed several acquisitions and will continue to pursue
acquisitions that we consider will increase shareholder value. However,
acquisitions involve numerous risks, including:
- Our management must devote its attention to assimilating the acquired
business which diverts its attention from other business concerns;
- Acquisitions involve entry into new markets in which we have limited
prior experience;
- Key employees of an acquired business may leave following the
acquisition; and
- Acquired companies have self-contained management information and
accounting systems.
We have devoted substantial time and resources to integrate acquired
businesses, and we will be required to devote substantial time and resources to
integrate any other businesses that may be acquired in the future. Possible
future acquisitions could cause us to incur additional debt, contingent
liabilities and amortization expenses relating to goodwill and other intangible
assets. These factors could have an adverse affect on our financial condition
and operating results.
Except as disclosed, we do not presently have any arrangements or
understandings to acquire any company or business, and we cannot guarantee that
we will be able to identify or complete any acquisition in the future. If we
make additional acquisitions, there can be no assurance that these acquisitions
will realize any anticipated benefits.
COMPETITION
Competition is intense in each of the markets in which we compete. In
addition to direct competition, we face significant indirect competition for
customers. Many of our competitors have better name recognition, and
substantially greater financial and other resources than we do.
28
DEPENDENCE ON MAJOR CUSTOMERS AND VENDORS
PACKAGING, DESIGN AND MANUFACTURING - In January, 1999 we acquired an 80%
interest in One Source. One Source does approximately 76% of its current
business with three customers. A loss of any one of these customers would
negatively impact future revenues and profitability.
GROUP PURCHASING SEGMENT - Group purchasing activities are dependent upon
continuing favorable relationships with key vendors, who provide a service to
existing and future customers. There is a risk that without such vendor support
and cooperation, we could lose customers to other vendors and competitors.
LOANS
Loan originations occur as opportunities arise which we believe are
attractive after considering the proposed terms, including yield, duration,
collateral coverage and credit-worthiness of the borrower.
Despite our attempts to mitigate the risks associated with our loan
portfolio, there are numerous events and circumstances that cannot be reasonably
foreseen, and which may impact our ability to recover the principal and accrued
interest on such loans.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Information relating to qualitative disclosure about market risk is set forth
under the caption "Finance and Secured Lending" in Item 1 - "Business," Item 7 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in Note 1 of the Notes to Consolidated Financial Statements.
Such information is incorporated herein.
The Corporation does not use derivative financial instruments in its investment
portfolio. The Corporation places its investments in instruments that meet high
credit quality standards; the policy also limits the amount of credit exposure
to any one issue, issuer and type of instrument.
The table below provides information about the Corporation's investment
portfolio. For securities available-for-sale, the table presents principal cash
flows and related weighted average interest rates by expected maturity dates.
The investments in partnerships that invest in securities are redeemable at the
option of the Corporation by giving advance notice as required by the
partnership agreement.
The Corporation's investment policy requires that all investments mature in five
years or less. All investments are considered to be other than trading
investments.
Principal amounts by expected maturity for each of the five years ending
December 31, is detailed below.
(Dollars in thousands, except interest rates)
FAIR FAIR
VALUE VALUE
DEC 31, DEC 31,
FY 2000 FY 2001 FY 2002 FY 2003 FY 2004 TOTAL 1999 1998
-----------------------------------------------------------------------------------------------
Cash equivalents $ 1,406 $ 1,406 $ 1,406 $ 291
average interest rate 1.85% 1.85% 1.85%
Securities available-
for-sale $15,224 $ 6,453 $21,677 $21,677 $25,728
average interest rate 5.41% 5.29% 5.38%
Investments in limited
partnerships that
invest in securities $ 2,218 $ 2,218 $ 2,218 $ 1,996
average interest rate Note 1
Loans $ 5,244 $ 500 $ 5,744 $ 5,744 $ 9,783
average interest rate 14.50% 15.00% 14.54%
Other borrowings-
Note Payable and
lines of credit $ 576 $ 66 $ 20 $ 662 $ 662 $ 0
average interest rate $ 9.95% $ 9.00% $ 9.00% 9.78%
Note 1 - These investments are subject to equity price risk. The table above
assumes that such investments will be liquidated in 2000.
30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report 32
Consolidated Statements of Financial Condition
as of December 31, 1999 and 1998 33
Consolidated Statements of Operations
for the Three Years In The Period Ended December 31, 1999 34
Consolidated Statements of Shareholders' Equity
for the Three Years In The Period Ended December 31, 1999 35
Consolidated Statements of Cash Flows
for the Three Years In The Period Ended December 31, 1999 36
Consolidated Statements of Comprehensive Income
for the Three Years In The Period Ended December 31, 1999 37
Notes to Consolidated Financial Statements
for the Three Years In The Period Ended December 31, 1999 38
31
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Westminster Capital, Inc.
Beverly Hills, California
We have audited the accompanying consolidated statements of financial condition
of Westminster Capital, Inc. and its subsidiaries (the "Corporation") as of
December 31, 1999 and 1998 and the related consolidated statements of
operations, comprehensive income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 1999. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Westminster Capital, Inc. and
its subsidiaries as of December 31, 1999 and 1998 and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Deloitte & Touche LLP
Los Angeles, California
March 21, 2000
32
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1999 AND 1998
ASSETS 1999 1998
- -------------------------------------------------------------------------------------
Cash and cash equivalents $ 1,406,000 $ 291,000
Securities available-for-sale, at fair value 21,677,000 25,982,000
Investments in limited partnerships
that invest in securities 2,218,000 1,996,000
Other investments 748,000 500,000
Loans receivable, net 5,744,000 9,783,000
Accounts receivable, net of reserve
of $127,000 in 1999 and $0 in 1998 3,565,000 660,000
Accrued interest receivable 398,000 937,000
Income taxes receivable - 260,000
Inventories 183,000 -
Real estate acquired through foreclosure - 833,000
Telephone systems, net 269,000 392,000
Property and equipment, net 3,397,000 147,000
Goodwill, net 11,027,000 788,000
Other assets 508,000 28,000
--------------------------------------
TOTAL ASSETS $51,140,000 $ 42,597,000
======================================
LIABILITIES AND
SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------------
LIABILITIES:
Accounts payable $2,140,000 $ 409,000
Accrued expenses 2,951,000 2,091,000
Due to sellers 1,749,000 -
Other borrowings 291,000 101,000
Income taxes 8,828,000 8,006,000
Minority interests 1,204,000 143,000
--------------------------------------
TOTAL LIABILITIES 17,163,000 10,750,000
--------------------------------------
COMMITMENTS AND CONTINGENCIES (NOTE 20)
SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares
Authorized: 7,835,000 shares issued
and outstanding in 1998 and 1997 7,835,000 7,835,000
Capital in excess of par value 55,943,000 55,943,000
Accumulated deficit (29,673,000) (31,996,000)
Accumulated other comprehensive (loss)income (128,000) 65,000
--------------------------------------
TOTAL SHAREHOLDERS' EQUITY 33,977,000 31,847,000
--------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $51,140,000 $42,597,000
======================================
See accompanying notes to consolidated financial statements
33
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
1999 1998 1997
---- ---- ----
REVENUES:
Interest on loans $ 1,037,000 $ 1,167,000 $ 1,094,000
Loan fees 1,484,000 49,000 639,000
Interest on securities available-
for-sale and money market funds 1,276,000 1,335,000 932,000
Unrealized gains (losses) on limited
partnerships that invest in securities 838,000 (299,000) 529,000
Gain on sale of securities available-
for-sale, net 602,000 66,000 332,000
Lawsuit settlement, net 192,000 52,000 950,000
Telephone system revenue 864,000 1,394,000 1,444,000
Sales to auto dealers 14,235,000 18,851,000 2,711,000
Sales to packaging customers 11,808,000 - -
Equipment rental and sales 601,000 - -
(Loss) gain from equity investments (130,000) 5,887,000 (686,000)
Interest on tax refund - 2,644,000 -
Other income (loss) 451,000 (221,000) 51,000
-----------------------------------------------
Total Revenues 33,258,000 30,925,000 7,996,000
-----------------------------------------------
COSTS AND EXPENSES:
Cost of sales 21,909,000 18,751,000 3,631,000
General and administrative 6,129,000 4,049,000 1,997,000
Depreciation and amortization 760,000 198,000 33,000
Interest expense 59,000 9,000 6,000
-----------------------------------------------
Total costs and expenses 28,857,000 23,007,000 5,667,000
-----------------------------------------------
INCOME BEFORE INCOME
TAXES AND MINORITY
INTERESTS 4,401,000 7,918,000 2,329,000
INCOME TAX PROVISION (1,841,000) (2,060,000) (942,000)
MINORITY INTERESTS, NET (237,000) (31,000) (16,000)
-----------------------------------------------
NET INCOME $ 2,323,000 $ 5,827,000 $ 1,371,000
===============================================
Net Income Per Common Share:
Basic $.30 $.74 $.17
Diluted .29 .73 .17
===============================================
Weighted Average Shares
Outstanding:
Basic 7,835,000 7,835,000 7,835,000
Diluted 7,952,000 7,928,000 7,866,000
===============================================
See accompanying notes to consolidated financial statements
34
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
COMMON STOCK
------------ ACCUMULATED
NUMBER CAPITAL OTHER
OF IN ACCUMULATED COMPREHENSIVE
EXCESS OF INCOME (LOSS)
SHARES AMOUNT PAR VALUE DEFICIT NET OF TAXES TOTAL
--------------------------------------------------------------------------------
BALANCE, JANUARY 1, 1997 7,835,000 $7,835,000 $55,943,000 $(39,194,000) $883,000 $25,467,000
Net income - - - 1,371,000 - 1,371,000
Other comprehensive loss
change in unrealized
holding
gains on securities
available-
for-sale, net of taxes - - (870,000) (870,000)
----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 7,835,000 7,835,000 55,943,000 (37,823,000) 13,000 25,968,000
1997
Net income - - - 5,827,000 - 5,827,000
Other comprehensive
income -
change in unrealized
holding
gains on securities
available-
for-sale, net of taxes - - - - 52,000 52,000
----------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 7,835,000 7,835,000 55,943,000 (31,996,000) 65,000 31,847,000
1998
Net income - - - 2,323,000 - 2,323,000
Other comprehensive loss
- -
change in unrealized
holding
gains on securities
available-
for-sale, net of taxes (193,000) (193,000)
----------------------------------------------------------------------------------
BALANCE, DECEMBER 31,
1999 7,835,000 $7,835,000 $55,943,000 $(29,673,000 $(128,000) $33,977,000
==================================================================================
See accompanying notes to consolidated financial statements.
35
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
1999 1998 1997
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,323,000 $ 5,827,000 $ 1,371,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan (recoveries) losses
and doubtful receivables, net (2,000) (306,000) 92,000
Depreciation, amortization and accretion,
net 760,000 202,000 33,000
Gain on sales of securities available for
sale (847,000) ( 66,000) (332,000)
Loss from permanent impairment of
marketable security 245,000 - -
Gain on sale of property and equipment (5,000) (183,000) -
Gain from sale of real estate acquired (112,000) - -
through foreclosure
Unrealized (gains) losses on limited
partnerships that invest in securities (838,000) 299,000 (529,000)
Dividend income - 17,000 -
Loss from equity and other investments 130,000 250,000 686,000
Change in assets and liabilities net of
effects from acquisitions of
subsidiaries:
(Increase) decrease in accounts receivable (733,000) 342,000 159,000
Decrease (increase) in accrued interest
receivable 343,000 (233,000) (422,000)
Increase in income tax receivable - (260,000) -
Net change in current income taxes 468,000 - -
Net change in deferred income taxes 224,000 2,604,000 835,000
(Increase) decrease in other assets (45,000) 243,000 (93,000)
Increase in inventories (31,000) - -
Increase (decrease) in accounts payable 732,000 (260,000) (197,000)
(Decrease) increase in accrued expenses (175,000) 176,000 305,000
Decrease in mortgage payable - (655,000) -
Net change in minority interest 250,000 (154,000) (57,000)
-----------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,687,000 7,843,000 1,851,000
-----------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of securities (35,219,000) (41,668,000) (31,791,000)
Proceeds from sale of property and
equipment 7,000 1,069,000 -
Proceeds from sales of securities 39,694,000 33,478,000 34,759,000
Proceeds - sale of real estate acquired
through foreclosure 945,000 - -
Loan originations and purchases (4,783,000) (8,592,000) (8,302,000)
Principal collected on loans receivable 6,759,000 6,458,000 5,519,000
Net change in due to broker - - (1,200,000)
Purchases of limited partnership interests - - (125,000)
Proceeds from liquidation of limited
partnership interests 615,000 - -
Acquisition of subsidiaries, net of cash
acquired (8,727,000) - (1,269,000)
Purchases of equity and other investments (448,000)
Proceeds from liquidation of other
investments 200,000 - -
Purchases of property and equipment (550,000) (19,000) (14,000)
-----------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (1,507,000) (9,274,000) (2,423,000)
-----------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Installment debt borrowings 25,000 - -
Repayments-installment debt and capital
lease obligations (90,000) (16,000) -
-----------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (65,000) (16,000) -
-----------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS 1,115,000 (1,447,000) (572,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 291,000 1,738,000 2,310,000
-----------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $1,406,000 $ 291,000 $ 1,738,000
===============================================
See accompanying notes to consolidated financial statements.
36
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
1999 1998 1997
------------ ------------ ------------
Net income $2,323,000 $5,827,000 $1,371,000
------------ ------------ ------------
Other comprehensive income
(loss), net of tax:
Unrealized gains on
securities:
Unrealized holding gains
(losses)arising during
period, net (106,000) (4,000) (27,000)
Less: reclassification
adjustment
(gains) losses included in
net income, net (87,000) 56,000 (843,000)
------------ ------------ ------------
Other comprehensive (loss)
income (193,000) 52,000 (870,000)
------------ ------------ ------------
Comprehensive income $2,130,000 $5,879,000 $501,000
============ ============ ============
See accompanying notes to consolidated financial statements.
37
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
The consolidated financial statements of Westminster Capital, Inc. (the
"Corporation") include the accounts of the Corporation and its wholly owned
subsidiaries, Westland Associates, Inc., Westminster Finance, Inc., FarWest
Financial Insurance Agency, Silver Ridge Apartments, G.P., Inc. and Silver Ridge
Apartments, L.P., Inc. Both Silver Ridge Apartments G.P., Inc. and Silver Ridge
Apartments L.P., Inc. have been inactive since 1993 and FarWest Financial
Insurance Agency has been inactive since 1991. The consolidated financial
statements also include the accounts of Global Telecommunications, a limited
partnership in which the Corporation has a 75% limited partnership interest, the
accounts of One Source Industries, LLC in which the Corporation owns an 80%
interest, the accounts of Physician Advantage, LLC in which the Corporation owns
a 70% interest, and the accounts of Logic Technology Group, Inc., dba Matrix
Visual Solutions, in which the Corporation owns a 68% interest. All intercompany
accounts and transactions have been eliminated in consolidation. References to
the Corporation include one or more of its subsidiaries.
On September 23, 1996, the Corporation acquired a 40% interest in Pink Dot, Inc.
("Pink Dot"), a home delivery shopping company. The Corporation accounted for
this investment under the equity method of accounting until it was sold on
February 26, 1998 (see Note 13). Under the equity method of accounting, income
or loss is recognized in the Corporation's Statements of Operations based on its
proportionate share of Pink Dot's income or loss.
On November 12, 1997, the Corporation acquired 100% of the common stock of
Westland Associates, Inc. (Westland Associates), a corporation that provides
group purchasing of goods and services for new car dealers in California,
Arizona and Nevada. The assets acquired at fair value of $2,659,000 were taken
subject to liabilities of $1,390,000, and a cash payment of $1,269,000 was made
for the common stock, and was accounted for using the purchase method of
accounting.
On January 1, 1999, the Corporation exercised an 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. The
Corporation accounts for this investment under the equity method of accounting.
Under the equity method of accounting, income or loss is recognized in the
Corporation's Statements of Operations based on its proportionate share of Touch
Control's income or loss.
38
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 $4,800,000 paid at closing, deferred consideration of $196,000,
plus up to an additional $2,038,000 in deferred contingent cash consideration
that may be paid over the four years 2000 to 2003 based on the performance of
One Source during such period. One Source provides packaging-design,
point-of-purchase 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 loan receivable
into an ownership interest in Physician Advantage. 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.
On November 22, 1999, the Corporation acquired a 68% interest in Logic
Technology Group, Inc., dba as Matrix Visual Solutions ("Matrix"), a company
which rents and sells audiovisual and computer equipment, for $4.8 million in
cash.
The 1999 acquisitions of One Source, Physician Advantage and Matrix were
accounted for using the purchase method of accounting (see Notes 2 and 10).
CASH AND CASH EQUIVALENTS - Cash and cash equivalents are short-term, highly
liquid investments with original maturities of three months or less. They are
readily convertible to cash and are so near maturity that no significant risk of
changes in value exists because of changes in interest rates.
SECURITIES AVAILABLE-FOR-SALE - The Corporation classifies its securities as
held to maturity securities, trading securities and available-for-sale
securities, as applicable. The Corporation did not hold any held to maturity
securities or trading securities at December 31, 1999 or 1998.
Securities available-for-sale are carried at estimated fair value. The
Corporation classifies investments as available-for-sale when it determines that
such securities may be sold at a future date or if there are foreseeable
circumstances under which the Corporation would sell such securities.
Changes in the estimated fair value of securities available-for-sale are
included in shareholders' equity as unrealized holding gains or losses, net of
the related tax effect. Declines in the fair value of individual securities
available-for-sale below their cost that are other than temporary are
written-down to their estimated fair value with the resulting write-down
included in net income as realized losses. Realized gains or losses on
available-for-sale securities are computed on a specific identification basis.
Amortized premiums and accreted discounts are included in interest income using
the interest method.
39
INVENTORIES - Inventories are valued at the lower of cost (first-in-first-out)
or market. At December 31, 1999, inventories consisted of raw materials of
$135,000 and equipment held for sale of $48,000.
INVESTMENTS IN LIMITED PARTNERSHIPS THAT INVEST IN SECURITIES - The Corporation
has invested in limited partnerships that invest in securities. Each of these
partnerships seeks to achieve returns through investments in equity and debt
securities following identified strategies. Unrealized gains or losses on these
investments are recorded based upon the equity method of accounting.
WARRANTS - On occasion, in connection with the funding of loans and purchase of
securities, the Corporation has received warrants to purchase common stock.
Certain warrants are not assigned a value as no estimated fair value is readily
determinable. Such warrants are recorded at their estimated fair value when a
market is established.
LOANS RECEIVABLE - Loans receivable are carried at the amount funded, less
principal payments received, adjusted for net deferred loan fees and allowances
for loan losses. Loans are identified as impaired when it is deemed probable
that the borrower will be unable to meet the scheduled principal and interest
payments under the terms of the loan agreement. Impairment is generally measured
based upon the estimated fair value of the collateral. Allowances for loan
losses is increased by charges to income and decreased by charge-offs (net of
recoveries). The accompanying financial statements require the use of management
estimates to calculate allowances for loan losses. These estimates are
inherently uncertain and depend on the outcome of future events. Management's
estimates are based upon identified losses on impaired loans, previous loan loss
experience, current economic conditions, the value of the collateral, and other
relevant factors. Management believes the level of the allowances at December
31, 1999 is adequate to absorb losses inherent in the loan portfolio.
LONG-LIVED ASSETS - The Corporation evaluates the recoverability of the carrying
value of property and equipment and intangible assets in accordance with the
provisions of Statement of Financial Accounting Standards No. 121, ACCOUNTING
FOR THE IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED OF. The Corporation
considers historical performance and anticipated future results in its
evaluation of potential impairment. Accordingly, when indicators of impairment
are present, the Corporation evaluates the carrying value of these assets in
relation to the operating performance of the business and future undiscounted
cash flows expected to result from the use of these assets, or the estimated
market value of these assets. Impairment losses are recognized when the sum of
future cash flows are less than the assets' carrying value, or the estimated
market value is less than the assets' carrying value. No such impairment losses
had been recognized as of December 31, 1999.
REAL ESTATE ACQUIRED THROUGH FORECLOSURE - Real estate acquired through
foreclosure is recorded at estimated fair value at the time of the foreclosure.
Any subsequent operating expenses or income, reduction in estimated values, and
gains or losses on disposition of such property are included in current
operations.
40
TELEPHONE SYSTEMS - Telephone systems are stated at cost less accumulated
depreciation. Depreciation is computed on the straight-line method over the
estimated useful life of the assets, which is seven years.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost, less
accumulated depreciation. Provisions for depreciation are made using
straight-line and accelerated methods over the estimated useful lives of the
assets, which range from three to seven years.
GOODWILL - Goodwill represents the excess of the purchase price over the
estimated fair value of net assets associated with acquisitions using the
purchase and equity methods of accounting. Goodwill is amortized on a
straight-line basis over 10 to 20 years and is evaluated periodically for other
than temporary impairment. During this evaluation, management takes into
consideration the value of the recorded goodwill and any event or circumstances
that might have diminished fair value (see Long-Lived Assets above). Should such
an assessment indicate permanent impairment, the net book value would be
adjusted accordingly.
LOAN FEES - Loan fees are deferred net of direct incremental loan origination
costs. Net deferred fees are accreted into income using the interest method or
straight-line method, if not materially different. Loan fees due at the maturity
of a loan are also deferred and accreted to income, unless collectibility is in
doubt, in which case they are then recognized on the cash basis.
REVENUE RECOGNITION - Westland Associates and Physician Advantage recognize
revenues when their vendors drop-ship products directly to their customers. One
Source recognizes revenue when all the terms of the sale are substantially
completed, generally when the product ships. Matrix recognizes revenues as
rentals are contractually earned, or when products are shipped to customers.
Telephone system revenue is recognized on the accrual basis for charges incurred
on a monthly basis.
COST OF SALES - Cost of product sales is comprised of the direct material costs,
direct labor costs and direct and indirect overhead applicable to sales. Cost of
rental revenue is comprised of direct labor costs, commissions, depreciation and
equipment rentals.
INCOME TAXES - The Corporation joins with its subsidiary corporations in which
it owns 80% or more in filing a consolidated federal income tax return. In the
tax returns, taxable income or loss is consolidated with the taxable income or
loss of those subsidiaries. The income of Global Telecommunications, One Source
and Physician Advantage is taxable to the partners and not the partnerships and
accordingly, income taxes are provided on the income of these entities only to
the extent of the Corporation's ownership in these entities. Matrix files
separate federal and state income tax returns.
Under the asset and liability method of accounting for income taxes, income tax
expense (benefit) is recognized by establishing deferred tax assets and
liabilities for the estimated future tax consequences attributable to the
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences
41
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. The Corporation's evaluation of the realizability
of deferred tax assets includes consideration of the amount and timing of future
reversals of existing temporary differences.
STOCK OPTION PLAN - The Corporation accounts for its stock option plan in
accordance with the provisions of Accounting Principles Board ("APB") Opinion
No. 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES, and related interpretations.
As such, compensation expense would be recorded on the date of grant, only if
the current market price of the underlying stock exceeded the exercise price. On
January 1, 1996, the Corporation adopted Statement of Financial Accounting
Standards No. 123 ("SFAS No. 123"), ACCOUNTING FOR STOCK-BASED COMPENSATION,
which encourages but does not require entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 allows entities to continue to apply the provisions
of APB Opinion No. 25 and provide pro forma net income and pro forma income per
share disclosures for employee stock option grants issued in 1995 and future
years as if the fair-value-based method defined in SFAS No. 123 had been
applied. The Corporation has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure requirements of SFAS No.
123.
USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS - Certain reclassifications were made to the consolidated
financial statements of prior years to conform to the current year presentation.
ACCOUNTING FOR DERIVITIVE INSTRUMENTS AND HEDGING ACTIVITIES - In June 1999, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 137, which delays the effective date of Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (SFAS No. 133). SFAS No. 133, which requires that all derivatives be
recognized as assets or liabilities in the consolidated balance sheet measured
at fair value, is effective for the Corporation starting in its fiscal year
2001, but is currently not expected to have a significant impact.
42
2. ACQUISITION OF SUBSIDIARIES
As discussed in Note 1, the Corporation acquired an 80% interest in One Source
from One Source Industries, Inc., on January 11, 1999; a 70% interest in
Physician Advantage as a result of two transactions occurring on May 18, 1999;
and a 68% interest in Matrix on November 22, 1999. Each of these acquisitions
was accounted for under the purchase method of accounting. The following table
summarizes the fair value of assets and liabilities of each business acquired as
of the date of acquisition and the computation of the excess of the purchase
price over the fair value of the net assets acquired (in thousands):
Fair Value of Assets Acquired
And Liabilities Assumed
1999 1997
ONE PHYSICIAN AGGREGATE WESTLAND
SOURCE ADVANTAGE MATRIX ACQUISITIONS ACQUISITION
Cash $ 117 $ 88 $ 164 $ 369 $ 0
Accounts receivable, net 929 114 1,129 2,172 936
Inventories 104 0 48 152 0
Property and equipment, net 193 147 2,507 2,847 663
Other assets 41 88 108 237 173
-----------------------------------------------------------
Total assets 1,384 437 3,956 5,777 1,772
-----------------------------------------------------------
Accounts payable 498 17 484 999 789
Accrued expenses and other liabilities 208 139 732 1,079 582
Income taxes 0 0 520 520 20
Installment loan obligation 120 0 32 152 0
-----------------------------------------------------------
Total liabilities 826 156 1,768 2,750 1,391
-----------------------------------------------------------
Fair value of net assets at 100% $ 558 $ 281 $ 2,188 $ 3,027 $ 381
-----------------------------------------------------------
Fair value of % of net assets acquired $ 446 $ 281 $ 1,488 $ 2,215 $ 381
Purchase price and closing costs 5,752 1,858 4,879 12,489 1,269
-----------------------------------------------------------
Excess of purchase price over the fair
value of net assets acquired (Goodwill) $ 5,306 $ 1,577 $ 3,391 $ 10,274 $ 888
===========================================================
43
ONE SOURCE ACQUISITION
The acquisition of One Source included cash consideration of $4,800,000 paid at
closing, closing costs of $246,000, comprised of brokerage expenses of $196,000,
and direct closing costs of $50,000, plus deferred consideration of $196,000 due
on April 15, 2000. In addition, the Corporation may also be required to make
contingent payments ("earnout") not to exceed an aggregate of $2,038,148,
payable in installments of $509,537, for each of the four years ended December
31, 1999, 2000, 2001 and 2002. The earnout is determined on an annual basis for
each year 1999 to 2002 based on "annual adjusted earnings" for that year (as
defined).
Based on the operating results for the year ended December 31, 1999, the
Corporation is obligated to make the maximum earnout payment for that year.
Accordingly, the Corporation has accrued this obligation at December 31, 1999 in
liabilities "Due to sellers" at December 31, 1999. The amount of this additional
purchase price has been added to goodwill and will be amortized over the
remaining life of 19 years beginning January 1, 2000.
In connection with the Corporation's purchase of One Source, an employment
agreement was executed with the president of One Source, who also owns 20% of
the company. The agreement runs for a term of 24 months and calls for a base
salary and benefits and severance payments if his employment is terminated as a
result of certain events defined in the agreement. The employment agreement
includes a covenant not to compete for a period of three years after he ceases
to have an ownership interest in One Source.
PHYSICIAN ADVANTAGE, LLC
On May 18, 1999, the Corporation acquired a 55% interest in Physician Advantage
by exercising its option to convert $270,000 of a convertible loan receivable
into an ownership interest, and acquired an additional 15% interest as
consideration for an option granted on March 1, 1999 that expired on May 18,
1999.
On May 18, 1999, Physician Advantage had a net tangible book value of $281,000,
excluding the loan owing to the Corporation in the amount of $1,858,000. Upon
conversion of $270,000 of the loan into a 55% equity interest, Physician
Advantage had a remaining deficiency in net assets of $1,307,000. The option
consideration was valued at $0 at the date of exercise. On consolidation, the
actual consideration paid for Physician Advantage is represented by the
converted loan of $270,000 plus the remaining loan balance of $1,588,000, which
intercompany loan is eliminated on consolidation, resulting in a total
consideration of $1,858,000. The consolidated cost over the fair value of the
tangible net assets of $1,577,000 is reflected as goodwill and is being
amortized using the straight-line method over 10 years.
The consolidated results of operations include 100% of the results of Physician
Advantage compared to the 70% of this company owned by the Corporation, because
the acquisition was made at a time when Physician Advantage had a deficiency in
net tangible assets, and the minority owners have not guaranteed the subsidiary
debt or committed to provide additional capital.
44
As of December 31, 1999, the Corporation will not reflect a minority interest
share in future net income, if any, attributable to the minority owners'
ownership interest in Physician Advantage, until all pre-acquisition losses of
$392,000 plus current year losses of $140,000, attributable to the minority
interests, are recouped. Furthermore, the Corporation will continue to absorb
100% of any future losses attributable to Physician Advantage, if any, for as
long as the company continues to have a deficiency in tangible net assets.
MATRIX VISUAL SOLUTIONS
The Corporation acquired 68% of the issued and outstanding capital stock of
Matrix from the two founding shareholders. One founding shareholder continues to
own 32% of the issued and outstanding capital stock.
The purchase price was based on earnings before interest, taxes, depreciation
and amortization ("EBITDA") for the year ended September 30, 1999, and resulted
in a purchase price of $4,808,229, of which $3,765,000 was paid at closing and
the additional $1,043,229 was paid on January 20, 2000. The additional
consideration was accrued at December 31, 1999 and is included in liabilities
"Due to sellers". The excess of the purchase price over the fair value of the
net assets acquired of $3,391,000 is recognized as goodwill and is being
amortized using the straight-line method over 20 years.
In connection with the Corporation's purchase of Matrix, an employment agreement
was executed with the president of Matrix, who also owns 32% of the company. The
agreement has a term of 36 months and calls for compensation levels similar to
the compensation that was paid to this executive prior to the acquisition of
Matrix. The employment agreement includes a bonus arrangement based on the
achievement of targeted EBITDA and net profits for each fiscal year covered by
the agreement.
WESTLAND ASSOCIATES
As discussed in Note 1, the Corporation purchased 100% of the common stock of
Westland Associates on November 12, 1997. The acquisition was accounted for
under the purchase method of accounting. The excess of the purchase price over
the fair value of the net assets acquired was recognized as goodwill and is
being amortized using the straight-line method over 10 years.
Pro Forma Operating Data
As discussed above, the Corporation acquired One Source, Physician Advantage and
Matrix during the year ended December 31, 1999. Pro Forma information is not
presented for Matrix and Physician Advantage as the impact on revenues, net
income and diluted earnings per share is not significant. Pro Forma information
for One Source for the years ended December 31, 1998 and 1997 is presented
below. Pro Forma information in not presented for One Source for the
45
year ended December 31, 1999 as the acquisition was made on January 11, 1999 and
the results are therefore indicative of a full year.
Proforma "Unaudited" Selected Financial Data for the years ended December 31,
1998 and 1997 is presented as if One Source had been acquired by the Company on
January 1, of such year, and is as follows (dollars in thousands, except per
share information):
1998 As reported Pro Forma
------------ ------------
Revenues $ 30,925 $ 40,909
Net Income 5,827 6,374
Diluted earnings per
share .73 .80
1997
Revenues $ 7,996 $ 14,107
Net Income 1,371 1,390
Diluted earnings per
share .17 .18
3. 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 accrued interest of
$57,000, 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 "Loss from equity investment" in the Consolidated
Statements of Income since the conversion. The equity investment of
$271,000, net of year-to-date losses of $130,000, 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 December 31, 1999 were as follows (in thousands):
January 1, 1999 December 31, 1999
---------------- ------------------
Total Assets $1,595 $2,676
---------------- ------------------
Total Liabilities 794 2,134
---------------- ------------------
Total Liabilities and
Shareholders'
Equity $1,595 $ 2,676
---------------- ------------------
46
4. 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 December 31,
1999 and 1998 are as follows (in thousands):
Gross Gross
Unrealized Unrealized Estimated
Amortized Cost Gains Losses Fair Value
------------------------------------------------------
1999:
U.S. Treasury and Agency $ 21,850 $ -- $ ( 210) $ 21,640
Securities
Equity securities 34 27 (24) 37
------------------------------------------------------
Total $ 21,884 $ 27 $ (234) $ 21,677
======================================================
1998:
U.S. Treasury and Agency
Securities $ 25,638 $ 90 $ -- $ 25,728
Equity securities 241 65 (52) 254
======================================================
Total $ 25,879 $ 155 $ (52) $ 25,982
======================================================
At December 31, 1999, unrealized holding losses on securities available-for-sale
were $128,000 net of taxes of $79,000. At December 31, 1998, unrealized holding
gains on securities available-for-sale were $65,000 net of taxes of $37,000.
Maturities of U.S. Treasury and Agency Securities were as follows at December
31, 1999 (in thousands):
Amortized Fair
Cost Value
-------------- --------------
Due within one year $ 15,346 $ 15,224
Due after one year
through five years 6,504 6,416
------------- --------------
$ 21,850 $ 21,640
============== ==============
Gross gains and (losses) of $847,000 and $(245,000), $66,000 and $0, and
$432,000 and $(100,000) were realized on sales in 1999, 1998 and 1997,
respectively. During the years ended December 31, 1999 and 1998, the Corporation
recorded a permanent impairment write-downs on an investment security of
$245,000, which is included in the caption "Gain on sale of securities
47
available-for-sale" in the Consolidated Statements of Operations for the year
ended December 31, 1999.
During 1997, the market value of one non-tradable security declined below its
cost to a level that was considered to be other than temporary. A resulting
write-down of $100,000 was recorded by the Corporation, which is included in the
caption "Gain on sale of securities available-for-sale" in the Consolidated
Statements of Operations for the year ended December 31, 1997.
5. INVESTMENTS IN LIMITED PARTNERSHIPS THAT INVEST IN SECURITIES
The Corporation has invested in limited partnerships that invest in
securities. Gains or losses on these investments are recorded based upon the
equity method of accounting. Unrealized gains (losses) of $838,000,
$(299,000) and $529,000 were recorded in connection with these investments
during the years ended December 31, 1999, 1998 and 1997, respectively, which
amounts are reflected in the Consolidated Statements of Operations.
6. OTHER INVESTMENTS
In May 1996, the Corporation made an equity investment of $750,000 in HP America
("HPA"), a health maintenance organization based in Florida. This investment was
guaranteed by an unaffiliated company and included a put option of the
investment to the guarantor at a price of $1,215,000. The guarantee applied in
the event that HPA was not subject to an effective registration by August 1,
1998.
In October 1998, HPA announced a capital deficiency, the cessation of operations
in New Jersey and the seizure of its operations in Florida by the Commissioner
of Insurance. Based on these events and the uncertainty concerning the value of
the guarantee held by the Corporation for this investment, the Corporation
recorded a permanent impairment write-down of $250,000 on this investment during
the year ended December 31, 1998, which is included in the caption "Other income
(loss)" in the Consolidated Statements of Operations for the year ended December
31, 1998. Subsequent to this permanent impairment write-down, the Corporation
received from the guarantor additional equity securities as security for the
guarantee, which the Corporation considered to be sufficient to secure the
$500,000 carrying value of this investment at December 31, 1998. During 1999,
the Corporation received $200,000 as partial satisfaction of the guarantee,
resulting in a carrying value of $300,000 at December 31, 1999. In March 2000,
the Corporation received an additional $750,000 as settlement and satisfaction
of the guarantee and final liquidation of this investment.
Other investments include various equity investments aggregating $448,000, made
in various private companies during 1999. In each instance, these investments
represent less than 20% equity in such companies and are accounted for using the
cost basis of accounting.
48
7. LOANS RECEIVABLE
The composition of the Corporation's loans receivable at December 31, 1999 and
1998 is as follows (in thousands):
1999 1998
---- ----
Loans, net of loan fees and
allowances, secured by trust
deeds or mortgages $ 5,244 $ 2,643
Loans secured by other collateral 500 7,140
----------------
Total $ 5,744 $ 9,783
================
The loans secured by trust deeds or mortgages as of December 31, 1999, include a
loan in the amount of $4,218,500 advanced on December 14, 1999, bearing interest
at 15% per annum, which is secured by real estate and other collateral. Interest
through December 31, 1999 of $31,205 was prepaid at closing. The loan requires
monthly payments of interest of $52,731 beginning February 1, 2000, with the
balance due and payable on December 1, 2000.
The loans secured by trust deeds or mortgages outstanding at December 31, 1999
and 1998 include a note of $1,025,000, net of discount of $25,000, originated in
1996, which was originally due in 1998, and has since been in default. The
Corporation commenced foreclosure proceedings in October 1997 on this loan. See
Note 20 for further information concerning foreclosure proceedings on this loan.
Loans secured by other collateral at December 31, 1999 represent advances
against a $500,000 credit facility extended to Touch Controls on April 7, 1999.
This facility which provides for interest at prime plus 1%, is to be used for
working capital purposes, is secured by all assets of the company and by a
guarantee from the other principal shareholder for 50% of the amount
outstanding. As of December 31, 1999, the entire $500,000 was advanced and is
due on March 31, 2001.
The loans secured by trust deeds or mortgages as of December 31, 1998, include a
loan of $520,000 net of discount of $2,000, originated in 1996, due in 1998 but
in default as of December 31, 1998. On April 12, 1999, the Corporation sold this
loan at face value.
The loans secured by other collateral as of December 31, 1998 include a loan of
$1,100,000 advanced in August 1998, bearing interest at 15% per annum. This loan
required monthly payments of interest only and was subsequently repaid in full
on October 21, 1999.
Loans secured by other collateral as of December 31, 1998, include a note for
$1,900,000, which bears interest at the rate of 15% per annum. On October 21,
1999, the Corporation received $2,322,000 inclusive of accrued interest of
$422,000, as repayment of this loan. This loan provided for the accrual and
repayment of interest at 15% on maturity and was originally due on July 29,
1999, but was extended until the sale of certain real property for a prepayment
of accrued interest of $250,000 in August 1999. The loan included a profit
participation feature upon the sale of the property, and resulted in the
Corporation receiving the sum of $1,484,000 as
49
additional consideration for this loan, which amount is included in Revenues
under the caption of Loan fees in the Consolidated Statements of Operations for
the year ended December 31, 1999.
The loans secured by other collateral as of December 31, 1998, include two loans
made to Pink Dot, Inc. (Pink Dot). On August 27, 1999, the Corporation received
a prepayment of the entire amount owing on two notes from Pink Dot in the amount
of $2,803,000 and $436,000 respectively. These notes were refinanced by the
Corporation in connection with the sale of the Corporation's investment in Pink
Dot during 1998, to replace previous loans outstanding to Pink Dot in the
principal amounts of $2,500,000 and $415,000 plus accrued interest. The notes,
which required the payment of interest monthly, were originally due in their
entirety in March 2000.
The Corporation had discounted the face value of the notes due from Pink Dot to
reflect an adjustment to the interest rate on these loans, based on the modified
risk associated with such loans. This modified risk arose from the change in
contractual relationship between the Corporation and Pink Dot, as a result of
the sale of the Corporation's equity interest in Pink Dot during 1998. At
December 31, 1998, loan principal outstanding on these two loans was $2,596,000
and $402,000, respectively, net of imputed interest of $207,000 and $34,000,
respectively. Unamortized imputed interest at the date of payoff was $134,000
and is included in interest income.
One outstanding promissory note in the original principal amount of $2,500,000
together with accrued but unpaid interest through February 26, 1998 in the
amount of $303,000, was replaced by a new note in the principal amount of
$2,803,000 with a variable rate of interest equal to the Bank of America "prime
rate" of 10%. The second outstanding promissory note in the nominal original
principal amount of $1,000,000, of which $415,000 had been advanced through
February 26, 1998, together with accrued but unpaid interest in the amount of
$21,000, was replaced with a new note in the principal amount of $436,000 with
an interest rate of 8%. All tangible and intangible assets of Pink Dot secured
both replacement notes.
A short-term loan secured by a second trust deed in the amount of $225,000 made
in June 1997 went into default in August 1997. The loan was foreclosed in
December 1997 and, as a result, the Corporation became the owner of the
collateral, a single-family residence located in Newport Beach, California. The
residence was subject to a first mortgage in the amount of $655,000, which the
Corporation paid off in January 1998. The property, which had a carrying value
of $833,000 at December 31, 1998, was subsequently sold in January 1999 for a
sale price, net of commissions and closing costs, of $945,000. The profit on
sale of $112,000 is included in Other Income in the Consolidated Statement of
Operations.
At December 31, 1998, loans secured by other collateral included a $1,442,000
note that was part of a $2,000,000 convertible loan commitment made to Physician
Advantage in 1997, a portion of which was convertible into 55% of the debtor's
equity ownership. The Corporation converted $270,000 in principal amount of this
loan into a 55% ownership interest in Physician Advantage on May 18, 1999. This
loan bears interest at a variable rate equal to the "prime rate" plus one
percent per annum, compounded monthly. The principal balance and all unpaid
accrued interest
50
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 the debtor. Effective May 18, 1999, the loan has been eliminated from the
consolidated statement of financial condition, and the consolidated results
include the financial results of Physician Advantage from May 18, 1999. (See
Note 2).
At December 31, 1998, loans secured by other collateral included an $800,000
note bearing interest at a variable rate of interest equal to the "prime rate"
of Wells Fargo Bank, compounded monthly, convertible into 50% of the debtor's
(Touch Controls, Inc.) common stock. The loan was converted into a 50% equity
interest on January 1, 1999. (See Note 3).
A loan is impaired when it is probable that the Corporation will be unable to
collect all principal and accrued interest due according to the contractual
terms of the loan agreement. The average balance of impaired loans and interest
income recognized on impaired loans were $1,393,000 and $0, respectively, for
the year ended December 31, 1999, and $1,752,000 and $118,000, respectively, for
the year ended December 31, 1998, and $1,670,000 and $213,000, respectively, for
the year ended December 31, 1997. The components of impaired loans and accrued
interest at December 31, 1999 and 1998 are as follows (in thousands):
1999 1998
------------ ------------
Impaired loans and
Accrued interest $1,025 $1,760
Less: valuation allowances (105) (177)
------------ ------------
Net carrying value of
impaired loans and
accrued interest $920 $1,583
============ ============
Activity in the valuation allowance for all loans and accrued interest for
the years ended December 31, 1999, 1998 and 1997 is summarized as follows (in
thousands):
1999 1998 1997
------------ ------------ ------------
Balance at January 1 $ 177 $ 31 $ -
Additions - 146 31
Recoveries (36) - -
Direct write-downs (36) - -
------------ ------------ ------------
Balance at December 31 $ 105 $ 177 $ 31
============ ============ ============
51
8. TELEPHONE SYSTEMS, NET
The following is a summary of telephone systems, net, at December 31, 1999
and 1998 (in thousands):
1999 1998
Telephone systems $1,228 $ 1,183
Less: Accumulated
depreciation (959) (791)
-----------------------
Telephone systems, net $ 269 $ 392
=======================
Depreciation expense of telephone systems was approximately $167,000, $207,000
and $246,000 for the years ended December 31, 1999, 1998 and 1997, respectively.
On May 27, 1998, Global Telecommunications Systems, LTD, reached a settlement
with the Navy for the cancellation of the service contract at the Miramar Naval
Air Station effective June 30, 1998. Global received a settlement payment of
approximately $363,000 plus additional sums of $46,000 from the sale of related
assets. The Corporation recorded a gain of $229,000 from the settlement of the
Miramar contract, which amount is included in Telephone system revenue for the
year ended December 31, 1998.
On January 31, 2000, Global Telecommunications sold substantially all of its
assets for cash consideration of $1,900,000, of which the Corporation received
$1,440,000 as distribution on account of its 75% interest. The Corporation will
record a gain of approximately $1,100,000 from the sale of its partnership
interest during the year ending December 31, 2000.
9. PROPERTY AND EQUIPMENT
Property and equipment consists of the following (in thousands):
December 31,
1999 1998
---------------------
Machinery and equipment $ 216 $ 0
Equipment held for rental 3,135 0
Furniture and equipment 387 133
Automobiles 193 50
Computers and software 332 112
---------------------
4,263 295
Less: Accumulated depreciation (866) (148)
---------------------
$3,397 $ 147
=====================
Property and equipment includes $207,000 and $202,000 in assets acquired through
capital leasing transactions during 1999 and 1998, respectively. Accumulated
depreciation on these assets was $69,000 and $20,000 at December 31, 1999 and
1998, respectively. These assets
52
secure the obligations under capital leases (see Note 12). Depreciation expense
related to property and equipment was $356,000, $46,000, and $15,000 for the
years ended December 31, 1999, 1998 and 1997, respectively.
In connection with the acquisitions of One Source, Physician Advantage and
Matrix during 1999, the Corporation acquired the following property and
equipment, which was recorded at estimated fair value (dollars in thousands):
Fair Value of Property and Equipment Acquired
1999
ONE PHYSICIAN AGGREGATE
SOURCE ADVANTAGE MATRIX ACQUISITIONS
Machinery and equipment $ 133 $ 0 $ 0 $ 133
Equipment held for
rental 0 0 2,377 2,377
Furniture and
equipment 60 17 34 111
Automobiles 0 0 96 96
Computers and software 0 130 0 130
-------------------------------------
Total $ 193 $ 147 $ 2,507 $ 2,847
=====================================
In connection with the acquisition of Westland Associates in 1997, the
Corporation acquired the following property and equipment, which was recorded at
estimated fair value (dollars in thousands):
Building $395
Land 255
Furniture and equipment 13
-----------
Total $663
===========
The land and building were sold on March 11, 1998 for net proceeds of $605,000.
The resulting net loss from the sale inclusive of closing costs of $45,000 is
included in the general and administrative expenses in the Consolidated
Statement of Operations for the year ended December 31, 1998.
53
10. GOODWILL
The Corporation's investments in operating businesses include purchased goodwill
recorded as follows (dollars in thousands):
Amortization Net
Accumulated for year Unamortized
Purchased Amortization ended Cost at
Goodwill at 1/1/99 12/31/99 12/31/99
------------------------------------------------------
December 31, 1999:
One Source Industries $ 5,306 $ - $ (240) $ 5,066
Matrix Visual Solutions 3,391 - (18) 3,373
Physician Advantage 1,577 - (99) 1,478
Westland Associates 888 (100) (88) 700
Touch Controls 456 - (46) 410
------------------------------------------------------
Total $ 11,618 $ (100) $ (491) $ 11,027
======================================================
Amortization Net
Accumulated for year Unamortized
Purchased Amortization ended Cost at
Goodwill at 1/1/98 12/31/98 12/31/98
------------------------------------------------------
December 31, 1998:
Westland Associates $ 888 $ (8) $ (92) $ 788
------------------------------------------------------
Total $ 888 $ (8) $ (92) $ 788
======================================================
54
11. SEGMENT INFORMATION
The Corporation has five reportable segments: finance and secured lending, group
purchasing services, packaging-design and manufacturing, equipment rental and
sales, and other business. Results for these segments reflect results of
operation from each business owned by the Corporation since the dates of
acquisition.
The finance and secured lending segment consists of lending activity,
originating or purchasing secured loans that generally do not exceed thirty-six
months in duration. Assets not employed in lending activities or in other
segments are invested in securities available-for-sale. These securities consist
principally of U.S. government securities, but to a limited extent include
investments in common and preferred stocks, warrants, and convertible
debentures.
The group purchasing segment reflects the results of a wholly owned subsidiary
providing group purchasing of goods and services for new car dealers (Westland
Associates), and the results of a 70% owned subsidiary providing group
purchasing for physicians and physician groups (Physician Advantage).
The packaging-design and manufacturing segment represents the results of an 80%
owned subsidiary that provides display solutions, packaging design, point of
purchase material and promotional and media kits (One Source).
The equipment rental and sales segment represents the results of a 68% owned
subsidiary that rents and sells a wide range of audio-visual and computer
equipment (Matrix).
The other business segment comprises all other business activity and includes
the ownership of a majority interest in a telephone company serving military
personnel (Global Telecommunications), and other non-recurring and settlement
income.
55
Revenues, gross profit and other financial data of the Corporation's industry
segments for the three years in the period ended December 31, 1999, are included
below. All revenues are earned in the United States.
-----------------------------------------------------------------------------
FINANCE AND GROUP PACKAGING- EQUIPMENT
SECURED PURCHASING DESIGN AND RENTAL AND OTHER
LENDING SERVICES MANUFACTURE SALES BUSINESS(3) TOTAL
-----------------------------------------------------------------------------
1999
Revenues $ 5,281 $ 14,512 $ 11,808 $ 601 $ 1,056 $33,258
Gross profit 5,281 1,184 4,179 350 355 11,349
General and administrative expenses 1,809 1,910 2,289 121 0 6,129
EBITDA (1) 3,472 (726) 1,890 229 355 5,220
Depreciation, amortization, accretion, net (21) 251 295 68 167 760
Interest expense 0 27 19 13 0 59
Income (loss) before income taxes (2) 3,493 (1,004) 1,576 148 188 4,401
Total assets 35,039 3,228 8,192 4,247 434 51,140
1998
Revenues $ 7,955 $ 18,851 $ 0 $ 0 $ 4,119 $30,925
Gross profit 7,955 1,034 0 0 3,185 12,174
General and administrative expenses 2,429 1,620 0 0 0 4,049
EBITDA (1) 5,526 (586) 0 0 3,185 8,125
Depreciation, amortization, accretion, net (130) 121 0 0 207 198
Interest expense 0 9 0 0 0 9
Income (loss) before income taxes (2) 5,656 (716) 0 0 2,978 7,918
Total assets 40,250 1,744 0 0 603 42,597
1997
Revenues $ 2,891 $ 2,711 $ 0 $ 0 $ 2,394 $ 7,996
Gross profit 2,891 172 0 0 1,302 4,365
General and administrative expenses 1,775 222 0 0 0 1,997
EBITDA (1) 1,116 (50) 0 0 1,302 2,368
Depreciation, amortization, accretion, net (223) 10 0 0 246 33
Interest expense 5 1 0 0 0 6
Income (loss) before income taxes (2) 1,334 (61) 0 0 1,056 2,329
Total assets 32,412 1,223 0 0 1,235 34,870
- ---------------------------------------
(1) EBITDA represents earnings before interest, income taxes, depreciation and
amortization.
(2) Income (loss) before taxes represents income before taxes and minority
interests.
(3) Other business comprises the operations of Global Telecommunications and
settlement recoveries in the Drexel Burnham Lambert, Inc. class action
lawsuit. Additionally, 1998 includes a one-time Franchise Tax Board
settlement.
56
12. OTHER BORROWINGS
Other borrowings consisted of the following at December 31, 1999 (in thousands):
December 31,
1999 1998
---------------------
Notes payable $ 145 $ 0
Capitalized lease obligations 146 101
---------------------
$ 291 $101
=====================
All obligations under capital leases are secured by the equipment under lease.
Details of notes payable are as follows:
Notes Payable due in aggregate monthly
installments of $7,974, through various dates in
2003, including interest ranging from 8.75%
to 9.25%, collateralized by equipment $ 115 $ 0
Note Payable, due in monthly installments of
$1,182, through various dates to 2002,
including interest at an average rate of 8.85%,
collateralized by automobiles 30 0
---------------------
$ 145 $ 0
=====================
Aggregate annual maturities of long-term debt, including future minimum lease
payments under capitalized lease obligations, were as follows as of December 31,
1999:
(dollars in thousands)
2000 $ 131
2001 100
2002 73
2003 21
------------
Aggregate payments to be made 325
Less: amount representing interest (34)
------------
$ 291
============
Accrued expenses includes $517,000 owing to Wells Fargo Bank, pursuant to
aggregate credit facilities of $600,000, which are collateralized by
substantially all the assets of Matrix and bears interest at prime plus
1.625% (10.13% at December 31, 1999). The lines of credit expire on April 10,
2000, subject to renewal pursuant to the terms of the agreements.
57
13. GAIN ON SALE OF EQUITY INVESTMENT
On September 23, 1996, the Corporation acquired a 40% interest in Pink Dot, Inc.
("Pink Dot"), a home delivery-shopping company, for $500,000. The excess of the
cost of the investment over 40% of equity at the date of investment was recorded
as goodwill and was being amortized over a ten-year period. The Corporation
recorded a loss of $686,000 in 1997 in connection with its 40% equity investment
in Pink Dot. As a result, the investment account and goodwill related to Pink
Dot were reduced to zero by adjustments of $46,000 and $249,000, respectively.
As this loss exceeded the carrying amount of the Corporation's investment
account and goodwill related to Pink Dot, the carrying amount of the loans
receivable from Pink Dot was reduced by $391,000.
On February 26, 1998, the Corporation sold its 40% interest in Pink Dot to the
majority owner of Pink Dot ("the buyer") for a purchase price of $6,000,000,
originally evidenced by the buyer's promissory note in the principal amount of
$6,000,000 due and payable on May 27, 1998 with interest at the rate of 9%
accruing from March 28, 1998 until repayment. Principal and accrued interest of
$102,000 was received as payment in full on June 2, 1998.
14. REAL ESTATE ACQUIRED THROUGH FORECLOSURE
In December 1997, the Corporation acquired a single-family residence located in
Newport Beach, California through a foreclosure on a defaulted loan that was
secured by a second trust deed on the property. The carrying value of the loan
at the time of the foreclosure, net of reserves, was $178,000. The property was
acquired subject to a first mortgage in the amount of $655,000, which the
Corporation paid off in January 1998. The property, which had a carrying value
of $833,000 at December 31, 1998, was subsequently sold on January 15, 1999 for
$945,000 in net proceeds. The resulting gain of $112,000 is included in Other
Income in the Statement of Operations for the year ended December 31, 1999.
15. INCOME TAXES
The provision for income taxes for the years ended December 31, 1999, 1998, and
1997 includes the following (in thousands):
1999 1998 1997
---- ---- ----
Current tax provision (benefit)
Federal $1,161 $ 598 $ 8
State 330 (1,145) 2
Deferred tax provision
Federal 258 2,457 716
State 92 150 216
-------------------------------------
Total provision for income taxes $1,841 $ 2,060 $ 942
=====================================
58
The Corporation had tax net operating loss carryforwards at December 31, 1999
and 1998 of approximately $441,000 for federal purposes. This net operating loss
carryforward can only be utilized to offset future taxable income at the
Corporation's subsidiary, Westland Associates, Inc.
The income tax provision reflects effective rates of 41.8%, 26% and 40.4% on
income before income taxes for the years ended December 31, 1999, 1998, and
1997, respectively. The income tax provision differs from the amounts computed
by applying the statutory federal income tax rate of 34% to the income before
income taxes for the following reasons (in thousands):
1999 1998 1997
- --------------------------------------------------------------------------------------------------
Tax expense at statutory federal income tax rate $ 1,617 $ 2,707 $ 800
California franchise tax, net of federal benefit 291 475 128
Adjustment to prior year tax liability - (1,113) -
Minority interest (157) (20) (10)
Other, net 90 11 24
- --------------------------------------------------------------------------------------------------
$ 1,841 $ 2,060 $ 942
- --------------------------------------------------------------------------------------------------
At December 31, 1999 and 1998 the Corporation had cumulative deferred taxes
payable of $8,230,000 and $8,006,000, respectively. Tabulated below are the
significant components of the net deferred tax liability at December 31, 1999
and 1998 (in thousands):
1999 1998
---------------------
Components of the deferred tax asset:
Net operating loss carryforward $ 150 $ 175
State taxes 797 816
Loan fee income 54 11
Unrealized holding loss on
securities available-for-sale 79 0
Other 436 322
----------------------
Deferred tax asset 1,516 1,324
----------------------
Components of the deferred tax
liability:
Legal settlements (9,268) (9,185)
Unrealized gains on limited partnerships
that invest in securities (478) (98)
Unrealized holding gain on
securities available-for-sale 0 (47)
----------------------
Deferred tax liability (9,746) (9,330)
----------------------
Net deferred tax liability $ (8,230) $ (8,006)
======================
Net state deferred tax liability $ (1,939) $ (1,865)
Net federal deferred tax liability (6,291) (6,141)
----------------------
$ (8,230) $ (8,006)
======================
59
In evaluating the realizability of its deferred tax assets, management has
considered the turnaround of deferred tax liabilities during the periods in
which temporary differences become taxable or deductible.
Effective April 1, 1998, the Franchise Tax Board ("FTB") and the Corporation
entered into a settlement pursuant to which the State of California refunded 50%
of the amounts claimed for refund by the Corporation for the years ended
December 31, 1987 and 1988, plus interest on those amounts from the date the
taxes were originally paid. As a result, the Corporation received refunds in the
amounts of $3,834,000 including accrued interest of $2,355,000 for the year
ended December 31, 1987 and $495,000 including accrued interest of $289,000 for
the year ended December 31, 1988.
Since the Corporation's original claims for refund were initially established as
receivables due from the FTB but were subsequently fully reserved for due to
uncertainty as to collectability, the combined refunds from the FTB in the
amount of $1,686,000 have been recorded as a reduction of the Corporation's
provision for income taxes and the accrued interest from the FTB in the amount
of $2,644,000 has been recorded as interest income during the year ended
December 31, 1998.
16. SUPPLEMENTAL CASH FLOW INFORMATION
The tax effect of unrealized (losses) gains on securities available-for-sale for
the years ended December 31, 1999, 1998 and 1997 was $130,000, $88,000, and
($575,000), respectively.
During 1999 and 1998, the Corporation acquired property and equipment under
capital leases of $5,000 and $202,000, respectively.
Year ended Year ended
December 31, 1999 December 31, 1998
---------------------------------------
Supplemental schedule of cash flow information:
Interest paid $ 59,000 $ 9,000
=======================================
Income taxes paid $ 916,000 $ 1,384,000
=======================================
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 -
=======================================
60
In connection with the Corporation's acquisition of subsidiaries in 1999 (see
Note 2) for an aggregate purchase price of $12,489,000, liabilities were
assumed as follows:
Fair value of assets acquired and goodwill $ 16,051,000
Conversion and elimination of Physician Advantage note receivable (1,858,000)
Minority interests in net assets acquired (812,000)
Cash paid and amounts owing to sellers for acquisitions (10,631,000)
--------------
Liabilities assumed at closing $ 2,750,000
==============
See Note 1 for the Corporation's accounting policy in regard to cash and cash
equivalents.
17. LAWSUIT SETTLEMENT
During 1999 the Corporation received $192,000 in net proceeds from the
settlement of claims asserted in a class action lawsuit filed against Drexel
Burnham Lambert, Inc., Michael Milken and various other parties in 1989 and
settled in 1993. In 1998 and 1997, the Corporation received $52,000 and
$950,000, respectively, in net proceeds from the same settlement.
61
18. NET INCOME PER COMMON SHARE
Net income per common share is computed in accordance with Statement of
Financial Accounting Standards No. 128 ("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. As a result of the income per share
methods required to be disclosed by the Corporation under SFAS No. 128, the
Statement also requires disclosure of a reconciliation from Basic Net Income Per
Common Share to Diluted Net Income Per Common Share for the years ended December
31, 1999, 1998 and 1997, as follows:
WEIGHTED
NET AVERAGE NET INCOME
INCOME SHARES PER SHARE
---------- ---------- --------------
DECEMBER 31, 1999
BASIC NET INCOME PER COMMON SHARE
Income available to common stockholders $ 2,323,000 7,835,000 $ 0.30
Dilutive effect of stock options 117,000
DILUTED NET INCOME PER COMMON SHARE
Income available to common stockholders $ 2,323,000 7,952,000 $ 0.29
DECEMBER 31, 1998
BASIC NET INCOME PER COMMON SHARE
Income available to common stockholders $ 5,827,000 7,835,000 $ 0.74
Dilutive effect of stock options 93,000
DILUTED NET INCOME PER COMMON SHARE
Income available to common stockholders $ 5,827,000 7,928,000 $ 0.73
DECEMBER 31, 1997
BASIC NET INCOME PER COMMON SHARE
Income available to common stockholders $ 1,371,000 7,835,000 $ 0.17
Dilutive effect of stock options 31,000
DILUTED NET INCOME PER COMMON SHARE
Income available to common stockholders $ 1,371,000 7,866,000 $ 0.17
62
19. STOCK OPTION PLAN
During 1997, the Corporation's Board of Directors adopted the 1997 Stock
Incentive Plan (the "1997 Plan"). The 1997 Plan, which was approved at the
Annual Meeting of Shareholders on June 2, 1998, replaces the 1986 Incentive
Stock Option Plan and the 1986 Non-statutory Stock Option Plan (collectively
"1986 Plan"), both of which expired in 1996. An aggregate of one million shares
of the Corporation's common stock may be issued under the 1997 Plan.
During 1999, the Executive Vice President and Chief Financial Officer was
granted an option to purchase up to 50,000 shares of common stock under the 1997
Plan at a price of $ 3.25 per share, which represents the market price on the
date of grant. The option is exercisable in four equal annual installments
commencing in August 2000. The option expires in 2004.
During 1998, the Vice President of Finance was granted an option to purchase up
to 20,000 shares of common stock under the 1997 Plan at a price of $3.00 per
share, which represents the market price on the date of grant. The option is
exercisable in four equal annual installments commencing in May 1999. The
options expire in 2003. At December 31, 1999 these options were exercisable as
to an aggregate of 5,000 shares.
During 1997, the Executive Vice President and Chief Financial Officer was
granted an option to purchase up to 100,000 shares of common stock under the
1997 Plan at a price of $2.37 per share, which represents the market price on
the date of grant. The option is exercisable in five equal annual installments
commencing in February 1998. The option expires in 2002. At December 31, 1999
these options were exercisable as to an aggregate of 40,000 shares.
During 1995, the Chairman of the Board and Chief Executive Officer was granted
an option to purchase up to 250,000 shares of common stock under the 1986 Plan
at $1.99 per share, which is equal to 110% of the market price on the date of
grant as specified in that plan. The option is exercisable in four equal annual
installments commencing with the first anniversary of the grant date. The option
expires five years from the date of grant. At December 31, 1999, these options
were exercisable as to 250,000 shares.
During 1995, five outside Directors of the Corporation were granted options to
purchase up to 10,000 shares each under the 1986 Plan at $1.8125 per share,
which is equal to the market price on the date of grant as specified in that
plan. The options are exercisable in four equal annual installments commencing
with the first anniversary of the grant date. The options expire five years from
the date of grant. During 1997, 10,000 of these options were cancelled. At
December 31, 1999, these options were exercisable as to an aggregate of 40,000
shares.
The per share weighted-average fair value of stock options granted during 1999,
1998 and 1997 was $1.34, $1.37 and $1.17, respectively, on the date of grant
using the Black Scholes option-pricing model with the following weighted-average
assumptions: expected dividend yield 0%, risk-free interest rate of 6.36%, 5.41%
and 6.25% for 1999, 1998 and 1997, respectively, expected volatility of 45%, 43%
and 47% for 1999, 1998 and 1997, respectively, and an expected life of 4.22
years.
63
The Corporation applies APB Opinion No. 25 in accounting for stock option plans
and, accordingly, no compensation cost has been recognized for its stock options
in the consolidated financial statements. Had the Corporation determined
compensation cost based on the fair value at the grant date for its stock
options under SFAS No. 123, the Corporation's net income would have been reduced
to the pro forma amounts indicated below (in thousands, except per share data):
1999 1998 1997
---- ---- ----
Net income
As reported $ 2,323 $ 5,827 $ 1,371
Pro forma 2,256 5,779 1,323
Net income per share (diluted)
As reported $ .29 $ .73 $ .17
Pro forma .28 .73 .17
Stock option activity during the periods indicated is as follows:
Weighted
Average
Number of Option Option Price
Shares Price Per Share
------------- -------------- --------------
Balance at December 31, 1997 390,000 $ 1.81 - 2.37 $2.07
Granted 20,000 3.00 3.00
Exercised --
Cancelled --
Expired --
------------- -------------- --------------
Balance at December 31, 1998 410,000 $ 1.81 - 3.00 $2.12
Granted 50,000 3.25 3.25
Exercised --
Cancelled --
Expired --
------------- -------------- --------------
Balance at December 31, 1999 460,000 $ 1.81 - 3.25 $2.24
============= ============== ==============
At December 31, 1999 and 1998, the weighted-average remaining contractual life
of outstanding options was 1.57 and 1.95 years, respectively.
At December 31, 1999 and 1998, the number of options exercisable was 335,000 and
237,500, respectively, and the weighted-average exercise price of those options
was $2.03 and $2.00, respectively.
64
20. COMMITMENTS AND CONTINGENCIES
The Corporation had no outstanding loan commitments at December 31, 1999. At
December 31, 1998, outstanding loan commitments were $558,000.
The Corporation may be required to make additional contingent payments
("earnout") in connection with the acquisition of One Source. Such future
contingent payments, if any, will not exceed an aggregate of $1,528,611 payable
in maximum installments of $509,537 for each of the three years ending December
31, 2000, 2001 and 2002. The earnout is to be determined on an annual basis for
each year 2000 to 2002, based on Annual Adjusted Earnings for that year (as
defined). The earnout provision was also applicable to the year ended December
31, 1999, and resulted in the maximum earnout consideration of $509,537 being
due and payable based on the results of One Source for the year ended December
31, 1999. (See Note 2).
The Corporation has filed an action to foreclose a mortgage held by the
Corporation as security for a $1,050,000 loan that is in default. The mortgage
is on real property, title to which is held in the name of a trust of which the
borrower is trustee. Certain beneficiaries of the trust have intervened in the
foreclosure action, alleging that the trustee did not have authority to enter
into the trust and that the Corporation acted improperly in lending money to the
borrower, individually, and accepting as security real property owned by the
trust. The Corporation believes, based on the trust documents, that the trustee
had absolute authority to grant the mortgage and the Corporation obtained title
insurance for the mortgage. The Corporation is vigorously pursuing its right to
foreclose the mortgage. The title insurer is defending on the issue of the
authority of the trustee to enter into the trust.
On April 29, 1999, the Corporation guaranteed the repayment of deposits made by
a customer of Touch Controls, in the event Touch Controls fails to deliver
certain finished products by September 2000, as required by the purchase order
between Touch Controls and this customer. The extent of the guarantee is limited
to 90% of deposits made by the customer pursuant to the purchase order. The
purchase order provides for total deposits of $574,000 to be made at specified
milestones, of which $250,000 has been made as of December 31, 1999.
Certain tax years remain open for examination by taxing authorities.
Management believes that there are adequate provisions for any potential
adjustments that might be asserted with respect to these years. There are no
examinations currently in progress and management has not been notified of
any pending examinations. As the period for potential assessment expires with
respect to each prior year and if no need for adjustment has occurred,
management expects that the related provisions would be reversed. The period
of potential assessment for the majority of these provisions will expire
during the year ended December 31, 2000.
The Corporation is a defendant in various other lawsuits arising from the normal
course of business. Management believes, based upon the opinion of legal
counsel, that the ultimate resolution of the pending litigation will not have a
material effect upon the financial condition or results of operations of the
Corporation.
65
21. LEASE COMMITMENTS
Aggregate minimum lease commitments under long-term operating leases as of
December 31, 1999, are as follows: (dollars in thousands)
2000 $ 636
2001 385
2002 277
2003 149
2004 129
Thereafter 11
-----------
$1,587
===========
Minimum lease payments represent guaranteed minimum rentals based on existing
operating leases, including office and warehouse rentals and various equipment
leases.
The Corporation recorded $435,513, $130,167 and $78,548 in rent expense for the
years ended December 31, 1999, 1998, and 1997, respectively.
22. FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards Board Statement No. 107 requires disclosure of
fair value information about financial instruments, whether or not recognized in
the balance sheet, for which it is practicable to estimate that value. Fair
value amounts represent estimates of value at a point in time. Significant
estimates regarding economic conditions, loss experience, risk characteristics,
and other factors are used in estimating fair value. These estimates can be
subjective in nature and involve matters of judgment. Changes in the assumptions
could have a material impact on the amounts disclosed. The methods and
assumptions for determining fair value of the Corporation's financial
instruments are as follows:
CASH AND CASH EQUIVALENTS
The carrying amount is a reasonable estimate of fair value.
SECURITIES AVAILABLE-FOR-SALE
Fair value has been determined based on quoted market prices, when available. If
a quoted market price is not available, recent market trading prices or the
value at which interests may currently be redeemed are used to estimate fair
value.
INVESTMENTS IN LIMITED PARTNERSHIPS THAT INVEST IN SECURITIES
The fair value of investments in limited partnerships that invest in securities
is estimated based upon the underlying value of the securities in which the
limited partnerships invest.
66
LOANS RECEIVABLE, NET, AND ACCRUED INTEREST RECEIVABLE
Loans held by the Corporation are performing in accordance with their
contractual terms, with the exception of one loan secured by real estate in the
amount of $1,025,000 as of December 31, 1999. Based on the type of loans,
interest rate characteristics, credit risk, collateral, subsequent payments
received, and maturity, the carrying value of the loans and accrued interest
receivable has been determined to be a reasonable estimate of fair value.
OTHER INVESTMENTS
The fair value of other investments is estimated to range between $748,000 (the
carrying value at December 31, 1999) and $1,198,000, representing the carrying
value plus the additional amount received in full liquidation of one investment
in March 2000. For the other investments in this category, fair value is assumed
to equal cost due to a lack of a readily determinable market value.
NOTES PAYABLE AND LINES OF CREDIT
The recorded value of notes payable and lines of credit approximates fair
value, as the contractual rate of interest approximates the market rate of
interest, or because the interest rate of these instruments is based
on variable reference rates.
23. SUBSEQUENT EVENTS
On January 31, 2000, Global Telecommunications sold substantially all of its
assets for cash consideration of $1,900,000, of which the Corporation received
$1,440,000 as distribution on account of its 75% interest. The Corporation will
record a gain of approximately $1,100,000 in connection with this transaction
during the year ending December 31, 2000.
On March 14, 2000, the Corporation received $750,000 in settlement and full
satisfaction of an investment in HP America that was made in May 1996. This
investment had a carrying value of $300,000 at December 31, 1999.
67
24. QUARTERLY SUMMARY OF OPERATIONS (UNAUDITED)
The following quarterly summary of operations is unaudited. In the opinion of
the Corporation's management, all adjustments, consisting only of normal
recurring adjustments necessary for a fair presentation of the interim periods
presented, have been included (in thousands, except per share data):
1st 2nd 3rd 4th
Qtr. Qtr. Qtr. Qtr. Total
-------- -------- ------- -------- --------
YEAR ENDED 12/31/99
Total revenues $ 6,999 $ 8,976 $ 7,868 $ 9,415 $33,258
Total expenses 6,282 6,987 7,732 7,856 28,857
Income before income taxes
and minority interest 717 1,989 136 1,559 4,401
Net income 402 1,055 53 813 2,323
Basic earnings per share 0.05 0.13 0.01 0.11 0.30
Diluted earnings per share 0.05 0.13 0.01 0.10 0.29
YEAR ENDED 12/31/98
Total revenues $ 8,577 $11,928 $ 5,581 $ 4,839 $30,925
Total expenses 6,073 6,242 5,920 4,772 23,007
Income before income taxes
and minority interest 2,504 5,686 (339) 67 7,918
Net income 2,511 3,506 (229) 39 5,827
Basic earnings per share 0.32 0.45 (0.03) 0.00 0.74
Diluted earnings per share 0.32 0.44 (0.03) 0.00 0.73
68
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2000 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2000 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2000 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference to the Corporation's definitive Proxy Statement for
its 2000 Annual Meeting of Stockholders pursuant to instruction G(3) to Form
10-K.
69
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) The following financial statements are included in Item 8:
Consolidated Statements of Financial Condition
as of December 31, 1999 and 1998
Consolidated Statements of Operations
for the Three Years in the Period Ended December 31, 1999
Consolidated Statements of Shareholders' Equity
for the Three Years in the Period Ended December 31, 1999
Consolidated Statements of Cash Flows
for the Three Years in the Period Ended December 31, 1999
Consolidated Statements of Comprehensive Income
for the Three Years in the Period Ended December 31, 1999
Notes to Consolidated Financial Statements
for the Three Years in the Period Ended December 31, 1999
(a)(2) Financial Statement Schedules
All schedules are omitted as the required information is inapplicable or is
presented in the consolidated financial statements or related notes.
(b) Reports of Form 8-K
A report on Form 8-K was filed on December 13, 1999, reporting under Item
5. Other Events, and Item 7. Financial Statements and Exhibits.
(c) Exhibits
See "Index to Exhibits."
70
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
WESTMINSTER CAPITAL, INC.
March 30, 2000 By: /s/ William Belzberg
---------------------
William Belzberg,
Chairman of the Board
Chief Executive Officer
By: /s/ Keenan Behrle
---------------------
Keenan Behrle,
Executive Vice President,
Chief Financial Officer, and
Principal Accounting Officer
71
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURES CAPACITY DATE
/s/ William Belzberg Chairman of the Board March 30, 2000
- ------------------------ of Directors and
William Belzberg Chief Executive Officer
/s/ Keenan Behrle Director March 30, 2000
- ------------------------
Keenan Behrle
/s/ Hyman Belzberg Director March 30, 2000
- ------------------------
Hyman Belzberg
/s/ Samuel Belzberg Director March 30, 2000
- ------------------------
Samuel Belzberg
/s/ Bruno DiSpirito Director March 30, 2000
- ------------------------
Bruno DiSpirito
/s/ Barbara C. George Director March 30, 2000
- ------------------------
Barbara C. George
/s/ Monty Hall Director March 30, 2000
- ------------------------
Monty Hall
/s/ Lester Ziffren Director March 30, 2000
- ------------------------
Lester Ziffren
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INDEX OF EXHIBITS
EXHIBIT
NO. SEQUENTIALLY NUMBERED DESCRIPTION
2.1 Option and Stock Purchase Agreement dated November 10, 1997 between the
Corporation and William Toro (filed as Exhibit 2.1 to the Registrant's
Report on Form 8-K dated March 5, 1998 and incorporated herein by this
reference).
2.2 Amendment to Option and Stock Purchase Agreement dated December 16,
1997 between the Corporation and William Toro (filed as Exhibit 2.2 to
the Registrant's Report on Form 8-K dated March 5, 1998 and incorporated
herein by this reference).
2.3 Secured Promissory Note in the amount of $6,000,000 dated February 26,
1998 between the Corporation and William Toro (filed as Exhibit 2.3 to
the Registrant's Report on Form 8-K dated March 5, 1998 and incorporated
herein by this reference).
2.4 Stock Purchase Agreement dated as of September 30, 1997 between the
Corporation and the shareholders of Westland Associates, Inc., a
California corporation. (filed as Exhibit 2.4 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by this reference).
2.5 Membership Interest Purchase Agreement, dated January 11, 1999, between
the Corporation and One Source Industries, Inc (filed as Exhibit 2.1 to
the Registrant's Report on Form 8-K dated January 11, 1999 and
incorporated herein by this reference).
2.6 Amended and Restated Operating Agreement of One Source Industries, LLC
Inc (filed as Exhibit 2.2 to the Registrant's Report on Form 8-K dated
January 11, 1999 and incorporated herein by this reference).
2.7 Stock Purchase Agreement dated as of November 23, 1999 between the
Corporation and the shareholders of Logic Technology Group, Inc., a
California corporation. (filed as Exhibit 2.1 to the Registrant's
Report on Form 8-K dated December 13, 1999 and incorporated herein by
this reference).
3.1 Certificate of Incorporation of the Registrant as amended through the
date hereof (filed as Exhibit 3.1 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 and incorporated herein
by this reference).
3.2 By-Laws of the Registrant as amended in their entirety effective April
4, 1995 (filed as Exhibit 4.4 to the Registrant's Post Effective
Amendment No. 1 to Form S-8 filed on June 23, 1995 as Registration No.
33-21177 and incorporated herein by this reference).
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10.1 Sales Agreement between The Sumitomo Bank of California and Purchasers
dated August 17, 1995 (filed as Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by this reference).
10.2 1986 Incentive Stock Option Plan and 1986 Nonstatutory Stock Option
Plan (filed as Exhibit 4.1 to the Registrants' Post Effective Amendment
No.1 to Form S-8 filed on June 23, 1995 as Registration No. 33-21177
and incorporated herein by this reference).
10.3 Form of Stock Option Agreement (filed as Exhibit 4.2 to the
Registrants' Post Effective Amendment No.1 to Form S-8 filed on June
23, 1995 as Registration No. 33-21177 and incorporated herein by this
reference).
10.4 Restated and Amended Limited Partnership Agreement for Global
Telecommunications Systems, Ltd. dated December 31, 1993 (filed as
Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993 and incorporated herein by this reference).
10.5 Loan and Stock Purchase Agreement dated November 20, 1995 between the
Corporation and Pink Dot, Inc., a California Corporation ("Pink Dot")
(filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1996 and incorporated herein by this
reference).
10.6 Amendment to Loan and Stock Purchase Agreement dated September 20, 1996
between the Corporation and Pink Dot (filed as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1996 and incorporated herein by this reference).
10.7 Convertible Secured Note Purchase Agreement dated November 20, 1997
between the Corporation and Physician Advantage LLC, Michael H. Burnam
and Sheldon A.E. Rosenthal. (filed as Exhibit 10.7 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by this reference).
10.8 Loan Agreement dated September 23, 1997 between the Corporation and
Touch Controls, Inc., a California Corporation. (filed as Exhibit 10.8
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by this reference).
10.9 Secured Convertible Promissory Note dated September 23, 1997 between
the Corporation and Touch Controls, Inc., a California Corporation.
(filed as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997 and incorporated herein by this
reference).
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10.10 1997 Stock Incentive Plan. (filed as Exhibit 10.10 to t Registrant's
Annual Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by this reference).
16.1 Letter from KPMG as of May 9, 1997 (filed as an Exhibit to the
Registrant's Report on Form 8-K dated May 5, 1997 and incorporated herein
by this reference).
21 Subsidiaries of Registrant.
23.1 Independent Auditors' Consent
27 Financial Data Schedule for the year ended December 31, 1999.
99.1 Press Release dated January 12, 1999 (filed as Exhibit 99.1 to the
Registrant's Report on Form 8-K dated January 11, 1999 and incorporated
herein by this reference).
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