Back to GetFilings.com
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission file Number 0-1590
December 31, 1999
THE WESTWOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 190 V.F.W. PARKWAY 04-1983910
(state or other REVERE, MA 02151 (IRS Employer Identi-
jurisdiction) (address of principal fication No.)
of incorporation or executive offices
organization including zip code)
781-284-2600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Common Stock-$.01 par value
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 the Form 10-K or any amendment of this
Form 10-K.
The aggregate market value of the voting stock held by non-affiliates of the
registrant, computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date within 60
days prior to the date of filing, was:
TOTAL NO. OF SHARES
PRICING OF COMMON STOCK HELD BY AGGREGATE
VOTING STOCK NON-AFFILIATES MARKET VALUE
------------ -------------------- ------------
$ 3.00(1) 313,875(2) $941,625
(1) The registrant's Common Stock was removed from quotation through the NASDAQ
system on July 29, 1988. There is no established trading market for either the
Company's Common Stock or Class B Common Stock.
(2) Excludes shares held by Executive Officers and Directors of the registrant,
without admitting that any such Executive Officer or Director is an affiliate of
the registrant.
The number of shares outstanding of each of the registrant's classes of common
stock, as of April 14, 2000, was as follows:
Common Stock, $.01 par value: 351,210
Class B Common stock, $.01 par value: 912,015
DOCUMENTS INCORPORATED BY REFERENCE
None
Page 1 of 46
2
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report, including, but not limited
to, Item 7 (Management's Discussion and Analysis of Financial Condition and
Results of Operations) constitute "forward-looking statements" as that term is
defined under the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from those
contemplated or projected, forecasted, estimated or budgeted in or expressed or
implied by such forward-looking statements. Such factors include, among others,
the following: general economic and business conditions; industry trends,
changes in business strategy or development plans; availability and quality of
management; and availability, terms and deployment of capital, SPECIAL ATTENTION
SHOULD BE PAID TO SUCH FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO,
STATEMENTS RELATING TO (I) THE COMPANY'S ABILITY TO EXECUTE ITS BUSINESS
STRATEGY, AND (II) THE COMPANY'S ABILITY TO OBTAIN SUFFICIENT RESOURCES TO
FINANCE ITS WORKING CAPITAL AND CAPITAL EXPENDITURE NEEDS AND PROVIDE FOR ITS
OBLIGATIONS.
PART I
ITEM I. BUSINESS
(A) GENERAL
The Westwood Group, Inc. (the "Company" or "Westwood", which term as
used herein includes its wholly-owned subsidiaries) was incorporated in Delaware
in 1984 as the successor to racing and restaurant operations which commenced in
1935 and 1968, respectively. The Company operates Wonderland Greyhound Park,
Inc. ("Wonderland"), a pari-mutuel greyhound racing facility located in Revere,
Massachusetts. The Company also operated a pari-mutuel harness racing facility
located in Foxboro, Massachusetts through July, 1997 (see Item 3).
(B) BUSINESS SEGMENTS
In 1999 and 1998, the Company's business was principally conducted in
the pari-mutuel greyhound racing industry, while in 1997 the Company was in the
pari-mutuel greyhound racing industry for the entire year and harness racing
industry through July.
(C) DESCRIPTION OF BUSINESS
The Company's wholly-owned subsidiary, Wonderland, owns and operates a
greyhound racetrack, located in the City of Revere, Massachusetts. Revere
adjoins the City of Boston. Wonderland Park is approximately five miles north of
downtown Boston and is served directly by major transportation routes and the
Massachusetts Bay Transportation Authority rail line. The racetrack is
approximately two miles from Boston's Logan International Airport.
In addition to the racetrack, the Company maintains and operates two
full service restaurants, a sports bar and other concession facilities at the
racetrack to serve Wonderland's patrons. The racetrack facility can accommodate
10,000 patrons. The average attendance per day in 1999 was approximately 967
persons. The total attendance for the year was approximately 348,000 persons.
The complex encompasses a total of approximately 35 acres, including paved and
lighted parking providing capacity for approximately 2,300 cars.
Wonderland was originally opened in 1935 and has operated continuously
from the same location since that time. Wonderland operates a year-round racing
schedule of up to 520 live matinee and evening performances. In addition to
conducting 360 live racing performances during 1999, Wonderland provided its
patrons with simulcast wagering from over 26 various greyhound and thoroughbred
tracks throughout the country. In addition, Wonderland has broadcast its
simulcast signal to over 60 locations throughout the country. The Company is
continuing to research new markets to broadcast its signal and new ways to
provide quality racing entertainment to its on-track patron.
The Company's annual revenues are mainly derived from the commissions
that it receives from wagers made by the public during its racing performances
and from admission and concession charges at such performances. Wagers at
Wonderland are placed under the pari-mutuel wagering system, pursuant to which
the winning bettors in each race divide the total amount bet on the race (the
"pool") in proportion to the sums they wagered individually, after deducting
certain percentages governed by state law including amounts which are reserved
for The Commonwealth of Massachusetts, the owners of the winning greyhounds, and
the racetrack.
The pari-mutuel commission is regulated by the local and state
regulatory commission in the jurisdiction of the individual race track. In
addition, the net pari-mutuel commission varies based upon the type of wager.
Also, the Company generates commission revenue from other tracks for all amounts
wagered on its product at their facility. These commissions vary based upon
contractual arrangements.
During 1995, The Commonwealth of Massachusetts enacted new legislation
allowing Wonderland to increase the amount withheld from the bettors up to a
maximum of 26% of each $1.00 wagered on certain live wagers beginning in 1996.
As such, the average gross pari-mutuel commission at Wonderland was
approximately 24%, 22%, and 23% of each $1.00 wagered on track during 1999, 1998
and 1997, respectively. Out of this amount approximately 6% is distributed to
kennel operators as purses paid, 5% is paid to The Commonwealth of Massachusetts
in the form of pari-mutuel tax and 0.5% each is deposited into the Greyhound
Capital Improvements Trust Fund and Promotional Trust Fund.
Page 2 of 46
3
The Commonwealth of Massachusetts State Racing Commission, as
individuals, are the trustees and Wonderland is the beneficiary of the Greyhound
Capital Improvements and Promotional Trust Funds which have been established in
accordance with Massachusetts law and are dedicated to reimbursement of capital
improvements and promotional expenses.
During July 1997, the Company's harness racing subsidiary, Foxboro
Park, Inc. (including wholly owned subsidiaries), was evicted from the Foxboro
Raceway (see Litigation at Note 5 of Notes to Consolidated Financial
Statements). As such, its operating results are reflected as discontinued
operations.
In February 1998 the Company executed an Assignment for the Benefit of
Creditors ("AFBC") for Foxboro Park, Inc., Foxboro Harness, Inc. and Foxboro
Thoroughbred, Inc. (collectively, the "Foxboro Entities"). The AFBC was executed
to provide a mechanism for the liquidation of its assets and the distribution of
proceeds to its creditors. Provided that 70% in amount and 50% in number of the
Foxboro Entities creditors become Assenting Creditors, the Company will
subordinate its claims except for those claims relating to certain contingent
litigation matters. Creditors must file a written assent with the Assignee in
order to become an Assenting Creditor. Assenting Creditors agree that the
submission of an assent to this AFBC will operate as a release of any claims
which could be asserted by an Assenting Creditor seeking to avoid the corporate
separateness of the Company or any affiliate of the Company and the Foxboro
Entities.
Additionally Assenting Creditors agree not to institute or continue a
suit against the Foxboro Entities or any other proceeding at law or in equity or
otherwise on account of any debt due and owing to the Assenting Creditor from
the Foxboro Entities, nor will the Assenting Creditor transfer its claim without
the written approval of the Assignee. Each Assenting Creditor accepts in lieu of
its claim against the Foxboro Entities the rights acquired in the AFBC.
(D) COMPETITION AND MARKETING
The Company is trying to adapt and survive in a dramatically changing
environment, one in which the Company and the racing industry nationally have
experienced significant declines in on-site attendance and dollars wagered.
The Company continues to be negatively impacted by a strong
Massachusetts Lottery, two Indian Casinos in Connecticut and slot machines at
the Lincoln, Rhode Island, greyhound track. The casinos and track are in close
proximity to the Massachusetts border and therefore rely upon their ability to
attract Massachusetts patrons. Wonderland is at a competitive disadvantage when
compared with other New England greyhound racetracks in that it can offer only a
very limited amount of simulcasting from thoroughbred racetracks.
Management believes that the long-term strategy to best maximize
shareholder value is to position Westwood for growth, not in the narrow confines
of the greyhound pari-mutuel industry, but rather, in the gaming and
entertainment industry. To that end, management has worked diligently attempting
to convince the Governor and the Legislature of The Commonwealth of
Massachusetts of the need to allow the State's commercial racetracks to offer
their patrons expanded gaming opportunities. No assurance can be given that such
legislation will be enacted or enacted on favorable terms.
(E) GOVERNMENT REGULATION
Wonderland operates under an annual license granted after application
to, and public hearings by, the Massachusetts State Racing Commission (the
"Racing Commission"). Wonderland received its first license in 1935 and has had
its license renewed annually since that date. The Racing Commission has certain
regulatory powers with respect to the dates and the number of performances
granted to its licensees and various other aspects of racetrack operations. In
addition, the Racing Commission licenses certain key officials employed by
Wonderland. Alcoholic beverage control regulations require each of the
restaurant and bar facilities at Wonderland to apply to a state and local
authority for a license or permit to sell alcoholic beverages on the premises.
The licenses must be renewed annually and may be revoked or suspended for cause
at any time. Alcoholic beverage control regulations affect numerous aspects of
the daily operations of the restaurants and bars, including minimum age of
patrons and employees, hours of operation, advertising, wholesale purchasing,
inventory control and handling, and storage and dispensing of alcoholic
beverages. The failure to receive or retain, or a delay in obtaining, a liquor
license could adversely affect the Company's ability to operate the restaurant
facilities. The Company has not encountered any material problems relating to
alcoholic beverage licenses to date.
In order to meet the requirements for renewal of racing licenses,
Wonderland must demonstrate, on an annual basis, that it is a financially viable
entity, capable of disposing of its obligations on a timely basis. The racing
license has been granted for the 2000 calendar year. Although management is
optimistic that it will be able to demonstrate financial stability in their
applications for a year 2001 racing license, there can be no assurance that the
Racing Commission will continue to grant licenses to conduct racing on the
schedules presently maintained at Wonderland. In the event that the Company is
not successful in obtaining a year 2001 racing license, the adverse impact on
the Company's assets would be material.
Page 3 of 46
4
The Massachusetts State Legislature is currently considering
Initiative Petition 99-13, a proposed law which would prohibit any form of
betting or wagering on dog racing in Massachusetts. The state legislature has
until May 3, 2000 to act on the petition. If the state legislature does not
take any action, proponents may nevertheless attempt to obtain enough signatures
from qualified Massachusetts citizens authorizing a statewide ballot in November
2000 to consider the proposed law. Adoption of this law could have a material
adverse effect on the Company's business and operations.
Various federal and state labor laws govern the Company's relationship
with its employees, including such matters as minimum wage requirements,
overtime and other working conditions. Significant additional government-imposed
increases in minimum wages, paid leaves of absence, mandated health benefits or
increased tax payment requirements in respect to employees who receive
gratuities could, however, have a material adverse effect on the Company's
results of operations.
(F) EMPLOYEES
At December 31, 1999, the Company employed approximately 350 persons.
ITEM 2. DESCRIPTION OF PROPERTY
The racetrack facilities include a one-quarter mile oval sand track, a
physical plant consisting of a climate controlled grandstand and clubhouse and a
two-story administrative center. The Company's Wonderland Park racing facility
is mortgaged to secure the indebtedness owed under a term loan to the Century
Bank and Trust Company. (See Item 1(C), "Description of Business", Item 7,
Liquidity and Capital Resources and Note 2 of Notes to Consolidated Financial
Statements).
The executive offices are owned by the Company and are located at
Wonderland Greyhound Park in Revere, Massachusetts.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various claims and legal actions that arise
in the ordinary course of its business.
In 1996 litigation ensued between Foxboro Realty Associates, LLC, ET
AL. ("FRA") and the Company, its subsidiary Foxboro Park, Inc., ET AL.
("Foxboro") in Norfolk Superior Court in Massachusetts, over Foxboro's right to
occupy Foxboro Raceway. The Court issued an execution pursuant to which Foxboro
was evicted from the racetrack on July 31, 1997. The parties appealed to the
Appeals Court on January 27, 1998. The Company expects the appeals to be decided
sometime during calendar year 2000
On July 8, 1998, Foxboro Route 1 Limited Partnership, ET AL., filed a
civil action in Suffolk Superior Court in Massachusetts against The Westwood
Group, Inc., Wonderland Greyhound Park, Inc., ET AL., seeking payment for use
and occupancy of Foxboro Raceway, and other damages, from 1992 through July
1997.
The ultimate outcome of such pending litigation cannot be determined at
this time, however it is the opinion of the Company's management, any liability
under such pending litigation would not materially affect its financial
condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters for vote by its stockholders
during the fourth quarter of the fiscal year covered by this report.
Page 4 of 46
5
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) MARKET PRICE
There is no established trading market for the Company's Common Stock
or the Company's Class B Common Stock.
(b) APPROXIMATE NUMBER OF RECORD HOLDERS OF COMMON STOCK AND CLASS B
COMMON STOCK
NUMBER OF
RECORD HOLDERS
AS OF
TITLE OR CLASS APRIL 14, 2000
- -------------- --------------
Common Stock -- par value $.01 463
Class B Common Stock -- par value $.01 11
(c) DIVIDEND HISTORY
No dividends have been declared by the Company on its Common Stock
during 1999, 1998 or 1997. The Company has not paid a cash dividend on its Class
B Common Stock to date. The Company does not intend to pay cash dividends on
either class of Common Stock in the immediate future.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The following table summarizes certain financial information derived
from the Consolidated Financial Statements of the Company. The Selected
Consolidated Financial Information as of and for the fiscal year ended December
31, 1999, 1998, 1997 and 1996, is derived from the Consolidated Financial
Statements, as audited by BDO Seidman, LLP, independent accountants. The
Selected Consolidated Financial Information as of and for the fiscal year ended
December 31, 1995 is derived from the Consolidated Financial Statements, as
audited by PriceWaterhouse Coopers, L.L.P., independent accountants as adjusted
for the discontinued Foxboro business during 1997. This information should be
read in conjunction with and is qualified by reference to the Consolidated
Financial Statements of the Company and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
included in the Company's prior years' Form 10-K.
Page 5 of 46
6
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
For the Years Ended December 31,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------------------------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS DATA (Dollars in Thousands Except Per Share and Share Amounts)
Operating Revenue $17,545 $18,971 $21,046 $20,582 $22,079
-------------------------------------------------------------------
Expenses:
Operating expenses 16,361 17,506 18,509 18,161 21,147
Depreciation and amortization 584 700 529 828 883
-------------------------------------------------------------------
Total expenses 16,945 18,206 19,038 18,989 22,030
-------------------------------------------------------------------
Income from operations 600 765 2,008 1,593 49
Interest expense, net (499) (398) (387) (755) (709)
Loss on sale of investment (1,809)
Other income (expense), net (2) 3 525 1,169 1,867 (159)
-------------------------------------------------------------------
Income (loss) before income taxes (1,705) 892 2,790 2,705 (819)
Provision for income taxes 91 83 0 13 0
-------------------------------------------------------------------
Income (loss) from continuing operations before
operations of discontinued harness racing
subsidiary (1,796) 809 2,790 2,692 (819)
Loss from operations of discontinued harness
racing subsidiary. - - (2,412) (2,180) (1,235)
Gain from disposal of discontinued harness
racing subsidiary net of income taxes
of $20,400 in 1998 - 1,001 2,581 - -
-------------------------------------------------------------------
Net income (loss) ($ 1,796) $ 1,810 $ 2,959 $ 512 ($ 2,054)
===================================================================
Basic per share data:
Income (loss) from continuing operations ($ 1.42) $ 0.63 $ 2.22 $ 2.15 ($ 0.65)
Income (loss) from discontinued operations 0.00 0.81 0.14 (1.74) (0.98)
-------------------------------------------------------------------
Net income (loss) ($ 1.42) $ 1.44 $ 2.36 $ 0.41 ($ 1.63)
===================================================================
Basic weighted average common shares outstanding 1,263,225 1,261,252 1,255,225 1,255,225 1,255,225
===================================================================
Diluted per share data:
Income (loss) from continuing operations ($ 1.42) $ 0.63 $ 2.19 $ 2.15 ($ 0.65)
Income ( loss) from discontinued operations 0.00 0.78 0.13 (1.74) (0.98)
-------------------------------------------------------------------
Net income (loss) ($ 1.42) $ 1.41 $ 2.32 $ 0.41 ($ 1.63)
===================================================================
Diluted weighted average common shares outstanding 1,263,225 1,281,243 1,275,225 1,255,225 1,255,225
===================================================================
as of December 31,
-------------------------------------------------------------------
1999 1998 1997 1996 1995
-------------------------------------------------------------------
CONSOLIDATED BALANCE SHEET DATA
Working Capital (deficiency) ($1,543) ($3,381) ($9,309) ($17,105) ($20,480)
Total Assets 9,413 13,369 13,581 20,830 25,608
Long Term Debt (1) 4,392 5,551 997 3,435 5,774
Stockholders' equity (deficiency) (1,259) 466 (1,551) (4,464) (4,913)
(1) Long term debt at December 31, 1999 ,1998, 1997, 1996, and 1995 excludes
$273, $351, $4,373, $3,412, and $1,751, respectively, of long term debt
reclassified as current obligations ( see Note 2 of Consolidated Financial
Statements)
(2) The table above reflects the Company's accounting for its investment in Back
Bay Restaurant Group, Inc. ("BBRG") under the equity method until the disposal
date of the stock by the Company. Other income (expense), net contains income
(loss) of approximately $525, $337, $86 and $(552), from the Company's
investment in BBRG for 1998, 1997, 1996, and 1995, respectively. The loss on
sale of investment in 1999 is net of the earnings from the subsidiary of $157.
Page 6 of 46
7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Wonderland conducts live racing seven nights and two afternoons per
week, and offers simulcast wagering afternoons and evenings. The table below
illustrates certain key statistics for Wonderland, for each of the past three
years:
Year Ended December 31,
---------------------------------------------------------
1999 1998 1997
---------------------------------------------------------
Performances 360 399 458
Simulcast Days 363 363 362
Pari-mutuel handle (millions):
Live-on track $ 25 $ 31 $ 40
Live-simulcast 42 39 35
Guest-simulcast 48 51 52
---------------------------------------------------------
Total Handle $ 115 $ 121 $ 127
============== ============= ============
Total attendance (thousands) $ 348 $ 407 $ 490
============== ============= ============
Average per capita on site wagering $ 210 $ 201 $ 188
============== ============= ============
Wonderland has been granted a license to conduct 360 racing performances during
2000.
Page 7 of 46
8
OPERATING REVENUE
The Company is still experiencing a decline in total attendance and
live-on track handle, caused by a variety of factors including a general decline
in the pari-mutuel racing industry and strong competition for the wagered
dollar, from the Massachusetts State Lottery and from the introduction of casino
gambling and slot machines in neighboring states.
1999 VERSUS 1998
Total operating revenue decreased to $17.5 million in 1999 or 7.9% as
compared to $19.0 million in 1998. Pari-mutuel commissions decreased by
approximately $1.2 million to $14.2 million in 1999 from $15.4 million in 1998.
Total handle in 1999 was $115 million as compared to $121 million in 1998.
Guest-simulcast handle decreased by approximately $3 million or 6% in 1999 as
compared to 1998. Live-on track handle decreased by $6 million or 19% in 1999 as
compared to 1998, while Live-simulcast handle increased by $3 million or 8%.
Commission revenue was negatively impacted by a decline in Live-on
track and Guest simulcast handle. Wonderland had 39 fewer live racing
performances in 1999 as compared to 1998, with a 14% decrease in attendance
between 1999 and 1998.
Concessions revenue decreased to $1.5 million from $1.8 million 1998.
Such decline is largely attributable to the decline in total attendance.
Concessions revenue consists of food, beverage, parking, program sales, and
advertising income.
Other operating revenue remained essentially unchanged during 1999
compared to 1998.
Revenue for 1999 includes $246,000 deposited into the Greyhound
Promotional Trust Fund and $202,000 deposited into the Greyhound Capital
Improvements Trust Fund. These funds are dedicated to reimbursement of
promotional expenses and capital improvements, respectively, incurred by
Wonderland. These funds are funded by a percentage of the handle and
reimbursement is approved by The Commonwealth of Massachusetts.
Page 8 of 46
9
1998 VERSUS 1997
Total operating revenue decreased to $19.0 million in 1998 as compared
to $21.0 million in 1997. Pari-mutuel commissions decreased by approximately
$1,684,000 or 9.9% to $15.4 million in 1998 from $17.1 million in 1997. Total
handle in 1998 was $121 million as compared to $127 million in 1997.
Guest-simulcast handle decreased by approximately $1 million or 2% in 1998 as
compared to 1997. Live-on track handle decreased by $9 million or 22% in 1998 as
compared to 1997, while Live-simulcast handle increased by $4 million or 13%.
The decrease in pari-mutuel commission revenue is attributable to the
increase in Live-simulcast handle and an increase in the commission rate earned
on Guest-simulcast handle offset by the decrease from live on track handle.
Commission revenue was negatively impacted by a decline in Live-on track handle
which was partially offset by an increase in the commission rate. Wonderland
had 59 less live racing performances in 1998 as compared to 1997, with decreased
in attendance between 1998 and 1997.
Concessions revenue decreased to $1.8 million as compared to $2.0
million in 1997. Such declines are largely attributable to the decline in total
attendance. Other operating revenue consists of program sales, admissions,
parking and gift shop sales.
Revenue for 1998 includes $282,000 deposited into the Greyhound
Promotional Trust Fund and $279,000 deposited into the Greyhound Capital
Improvements Trust Fund.
OPERATING EXPENSES 1999 VERSUS 1998
Operating expenses were $16.9 million and $18.2 million in 1999 and
1998, respectively. The Company realized cost savings on purse expense of
approximately $170,000 in 1999 as compared to 1998. Purse expense is determined
by contractual agreement with the dog owners and statutory requirements of the
Commonwealth of Massachusetts based upon on-track handle. The decrease in purse
expense in 1999 is attributable to a decline in on-track handle.
The decline in operating expenses of 7.0% was roughly in line with the
decline in operating revenue. This reflects the variable nature of certain
important cost components such as purses and salaries, as well as realized
savings in the marketing, utility, and occupancy cost areas.
OPERATING EXPENSES 1998 VERSUS 1997
Operating expenses were $18.2 million and $19.0 million in 1998 and
1997, respectively. The Company realized cost savings on purse expense of
approximately $622,000 in 1998 as compared to 1997. Purse expense is determined
by contractual agreement with the dog owners and statutory requirements of The
Commonwealth of Massachusetts based upon on-track handle. The decrease in purse
expense in 1998 is attributable to a decline in on-track handle. The Company
also realized savings in operating wages, taxes and benefits, general operating
costs and cost of food and beverage expenses in 1998 as compared to 1997. These
cost savings realized by the Company were offset by increases in administrative
costs in 1998 as compared to 1997.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization decreased in 1999 as compared to 1998 by
approximately $116,000 and increased by approximately $171,000 in 1998 from
1997. Certain assets reached the end of their depreciable lives during 1999 thus
the reduction in depreciation in 1999 from 1998. The Company continues to
replace capital items as they become obsolete.
Page 9 of 46
10
INTEREST EXPENSE
During 1999, interest expense increased by approximately $101,000 as
compared to 1998. During 1998, interest expenses increased by approximately
$11,000 as compared to 1997. The increase in both years arose from the
conversion of certain non-interest bearing debt to interest bearing as a result
of the new long term financing entered into during 1998.
EQUITY INCOME IN AND SALE OF INVESTMENTS
During 1994, the Company and BBRG jointly pursued a series of
transactions, the effect of which resulted in the control of BBRG no longer
resting with the Company. Accordingly, the Company began accounting for its
investment in BBRG under the equity method. The equity income in investments
represents the Company's proportionate share of BBRG's net earnings (see Note 9
of Notes to Consolidated Financial Statements).
On December 31, 1998, the Company owned approximately 673,000 or 19% of
the outstanding shares of the Back Bay Restaurant Group, Inc. ("BBRG").
On March 26, 1999, a majority of BBRG's shareholders approved a merger
agreement, by and between BBRG and SRC Holdings, Inc. (the "Acquiror"), a
Delaware corporation formed by Charles F. Sarkis, BBRG's Chairman and Chief
Executive Officer, pursuant to which the Acquiror would be merged with and into
BBRG, with BBRG being the surviving company. The Merger was consummated April
15, 1999. Pursuant to the Merger Agreement, the holders of BBRG's common stock,
other than the Company, Mark L. Hartzfeld, Francis P. Bissaillon, Ann Marie
Lagrotteria, and Richard P. Dalton, received $10.25 in cash from the Acquiror in
exchange for each share of common stock of BBRG held by them. The Affiliated
Shareholders continued to own stock in the surviving corporation. As of the date
of the Merger, the Company held 74.58% of the common stock of BBRG. Following
the Merger, BBRG no longer met the requirements of a public company.
On September 24, 1999, the Company entered into a Stock Purchase
Agreement with Charles F. Sarkis, pursuant to which Mr. Sarkis purchased 450,518
shares of common stock of BBRG.
Mr. Sarkis is the Chairman and a majority stockholder of the Company
and the President, Chief Executive Officer, and sole director of BBRG.
The aggregate purchase price of the stock was $2,703,108. In exchange
for the delivery of the shares Mr. Sarkis delivered a promissory note in the
amount of the purchase price and a stock pledge agreement relating to the
shares. Under the terms of the note, Mr. Sarkis paid the Company $500,000 on
November 4, 1999, $500,000 was paid on December 16, 1999, $351,554 was paid on
January 31, 2000, and the remaining outstanding principal balance and all
accrued interest is to be paid in four equal installments of principal on
December 16, 2000, December 16, 2001, December 16, 2002, December 16, 2003, with
any unpaid amounts due December 16, 2003.
Simultaneously with the execution of the Stock Purchase Agreement, the
Company entered into a Stock Repurchase Agreement with BBRG pursuant to which
BBRG repurchased 222,933 shares of common stock of BBRG in exchange for the
cancellation of a certain promissory note, dated May 2, 1994, issued by the
Company in favor of BBRG in the principal amount of $970,000 and accrued
interest thereon in the amount of $367,598.
The Stock Purchase Agreement and the Stock Repurchase Agreement were
approved by the Company's Board of Directors, including its disinterested
member. The Board of Directors determined that the $6.00 per share valuation
negotiated with Mr. Sarkis & BBRG was fair and in the best interests of the
Company's stockholders based upon a fairness opinion delivered by its financial
advisor.
The per share book value of the Company's investment in BBRG
immediately prior to these transactions was $8.92. The Company incurred a
non-cash loss of $2.92 per share on these transactions, for an aggregate
non-cash loss of $1,809,000, net of $157,000 of equity in the earnings of BBRG
for 1999.
Page 10 of 46
11
NET GAIN ON SALE / FORECLOSURE OF REAL PROPERTY
In 1997, the Company sold its interest in a limited partnership which
owned land and an office and retail building for a cash payment of $500,000.
PROVISION FOR INCOME TAXES
The Company's provision for income taxes is less than the statutory
federal tax rate of 34% during 1998 and 1997 primarily due to the
utilization of available net operating loss carryforwards for which the related
deferred tax asset has been fully reserved. The provision for taxes of $90,600
in 1999 and $82,400 in 1998 represent the Federal alternative minimum tax and
state income taxes.
DISCONTINUED OPERATIONS
Foxboro Park, Inc. ("Foxboro", which term as used herein includes its
wholly-owned subsidiaries) conducted seasonal live harness racing generally two
evenings and two matinees per week, while simulcasting afternoons and evenings
through July 1997 (see Item 3 and Note 3 in Notes to Consolidated Financial
Statements.) The table below presents certain key statistics for Foxboro for the
period indicated:
Seven Month
Period Ended
July 31,
1997
-------------
Performances 99
Simulcast Days 204
Pari-mutuel handle (millions)
Live-on track $ 3
Live-simulcast 27
Guest-simulcast 28
-----
$ 58
=====
Total attendance (thousands) 148
=====
Average per capita on site wagering $ 209
=====
Foxboro operated the premises through July 1997 (see Item 3 Legal
Proceedings and Note 3 of Notes to Consolidated Financial Statements).
The Company recognized a gain on the discontinuance of the Company's
harness racing business of $1.0 million and $2.6 million for years ended
December 31, 1998 and 1997, respectively. Such gain is primarily comprised of
the excess of occupancy and other liabilities over non recoverable net leasehold
improvements and other assets. The Company had a loss from operations of its
discontinued harness racing operations of $2.4 million for the period ended
July 31, 1997.
Page 11 of 46
12
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company's primary sources of capital to finance its
businesses have been its cash flow from operations and credit facilities. The
Company's capital needs are primarily for maintenance and enhancement of the
racing facility at Wonderland, and for debt service requirements. The Company's
unrestricted cash and cash equivalents totaled $343,000 at December 31, 1999,
compared with $188,000 at December 31, 1998. The Company generated cash flows
from operations of approximately $550,000 in 1999 as compared to $480,000 in
1998. Non-cash items included in the Company's net loss in 1999 consist of
depreciation and amortization expense of approximately $584,000, and the loss on
the sale of investment in affiliated company of $1,809,000. Changes in working
capital accounts including restricted cash, accounts payable and other accrued
liabilities used approximately $119,000 of cash in 1999. Net cash used in
investing activities in 1999 is comprised of additions to the property, plant
and equipment of approximately $128,000, the proceeds from sale of investment of
$4,041,000 and issuance of promissory notes in the amount of $2,703,000.
Financing activities in 1999 include principal payments of debt of $267,000 and
cancellation of debt and accrued interest in connection with the sale of BBRG
stock. The Company expects to fund any capital expenditures for 2000 from
internally generated cash. The Company expects cash flow from operations to be
sufficient to cover the operating obligations of the Company.
RACING SUBSIDIARY
In order to meet the requirements for renewal of racing licenses in
2001, the Company's racing subsidiary must demonstrate, among other criteria,
that it is a financially stable entity, capable of disposing of its obligations
on an annual basis. Although management is optimistic that it will be able to
demonstrate financial stability in their applications for 2001 racing license,
there can be no assurance that the Racing Commission will continue to grant a
license to conduct racing on the schedule presently maintained at Wonderland.
In the event that the Company is not successful in obtaining a year
2001 racing license, the adverse impact on the Company's financial results and
position would be material.
IMPACT OF INFLATION AND CHANGING PRICES
Certain of the Company's operating expenses, such as wages and
benefits, equipment repair and replacement, and inventory and marketing costs,
increase with general inflation. In order for the Company to cope with
inflation, it must, to the extent permitted by competition and patron
acceptance, pass increased cost on by periodically increasing prices. The
Company is limited in its ability to offset the effects of inflation by
increasing its percentage of handle because this percentage is governed by
statute.
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No. 133 requires companies to recognize all derivative contracts as
either assets or liabilities in the balance sheet and to measure them at fair
value. If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of gain or
loss recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged assets or liability or (ii) the earnings
effect of the hedged forecasted transaction. For a derivative not designated as
a hedging instrument, the gain or loss is recognized in income in the period of
change.
In June 1999, the Financial Accounting Standards Board issued SFAS No.
137, which changed the SFAS No. 133 effective date of adoption for all fiscal
quarters of fiscal years beginning after June 15, 1999 to all fiscal quarters of
fiscal years beginning after June 15, 2000.
Historically, the Company has not entered into derivative contracts
either to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of the new standard to affect its financial
statements.
POTENTIAL CHANGES IN LAWS
The Massachusetts state legislature is currently considering
Initiative Petition No. 99-13, a proposed law which would prohibit any form of
betting or wagering on dog racing in Massachusetts. The state legislature has
until May 3, 2000 to act on this petition. In the event that the state
legislature does not take any action, proponents of the law may nevertheless
attempt to obtain enough signatures from qualified Massachusetts residents to
authorize a statewide ballot referendum in November, 2000 to consider the
proposed law. Adoption of this law could have a material adverse effect on the
Company's business and operations.
YEAR 2000 UPDATE
The Company has not experienced any disruptions related to the
"Year 2000" issue. Nevertheless, the Company continuing to evaluate risks
associated with a potential delayed impact of Year 2000 related failures. Any
such failure could result in an interruption in, or a failure of, normal
business activities which could materially and adversely affect its results of
operations, liquidity and financial condition. Due to the general uncertainty
inherent in the Year 2000 issue, resulting in part from the uncertainty of the
Year 2000 readiness of third party vendors, the Company unable to predict
whether any future failure related to the Year 2000 issue will have a material
adverse impact on its results of operations, liquidity or financial position.
The Company believes that its efforts to identify and resolve issues related to
the Year 2000 problem have reduced, but not eliminated, the possibility that it
will in the future encounter any significant interruptions to normal operations
related to the Year 2000 issue.
Page 12 of 46
13
Item 7a, Quantitative and Qualitative Disclosure about Market Risk not
applicable.
Page 13 of 46
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS PAGE
REPORT OF INDEPENDENT ACCOUNTANTS 15
CONSOLIDATED BALANCE SHEETS 16-17
CONSOLIDATED STATEMENTS OF OPERATIONS 18
CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIENCY) 19
CONSOLIDATED STATEMENTS OF CASH FLOWS 20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 21
Page 14 of 46
15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
The Westwood Group, Inc. and Subsidiaries
Revere, Massachusetts
We have audited the accompanying consolidated balance sheets of The Westwood
Group, Inc. and Subsidiaries as of December 31, 1999 and 1998 and the related
consolidated statements of operations, changes in stockholders' equity
(deficiency) and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of the investee which was the basis for recording the Company's
investment in and equity in earnings of the investment. The investment in the
investee and equity in the income for the investor represents 43.8%, of total
assets as of December 31, 1998 and 29.0% and 11.4% of net income for the years
ended December 31, 1998 and 1997, respectively. Those statements were audited
by other auditors whose reports have been furnished to us, and our opinion,
insofar as it relates to the amounts included for such investments, is based
solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance as to 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, based on our audits, and the reports of the other auditors for
1998 and 1997, the financial statements referred to above present fairly, in
all material respects the consolidated financial position of The Westwood
Group, Inc. and Subsidiaries as of December 31, 1999 and 1998 and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with generally
accepted accounting principles.
BDO SEIDMAN, LLP
Boston, Massachusetts
March 30, 2000
Page 15 of 46
16
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
1999 1998
---------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 343,109 $ 188,462
Restricted cash 742,303 170,052
Accounts receivable 40,873 23,496
Prepaid expenses and other current assets 109,990 168,964
Notes receivable from officers -- short-term portion 815,902 151,377
---------------------------------------
Total current 2,052,177 702,351
---------------------------------------
Property, plant and equipment:
Land 348,066 348,066
Building and building improvements 18,550,474 18,466,838
Machinery and equipment 4,543,040 4,498,547
---------------------------------------
23,441,580 23,313,451
Less accumulated depreciation and amortization (17,956,017) (17,458,993)
---------------------------------------
Net property, plant and equipment 5,485,563 5,854,458
---------------------------------------
Other assets:
Deferred financing costs, less accumulated amortization of
$48,753 and $10,883 at December, 1999 and 1998 respectively. 133,575 171,265
Other assets, net 58,840 49,559
Investments -- 5,849,814
Notes receivable from officers -- long term portion 1,682,467 742,016
---------------------------------------
Total other assets 1,874,882 6,812,654
---------------------------------------
Total assets $9,412,622 $13,369,463
=======================================
The accompanying notes are an integral part of these consolidated financial
statements.
Page 16 of 46
17
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Continued)
DECEMBER 31,
1999 1998
--------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable and other accrued liabilities $1,979,476 $ 2,405,518
Discontinued operations 704,420 704,420
Outstanding parimutuel tickets 638,460 622,447
Current maturities of long-term debt 272,541 350,663
--------------------------------------
Total current liabilities 3,594,897 4,083,048
Long-term debt, less current maturities 4,391,936 5,550,847
Accrued executive bonus, long-term portion 435,815 433,223
Other long-term liabilities 2,249,408 2,836,891
--------------------------------------
Total liabilities 10,672,056 12,904,009
--------------------------------------
COMMITMENTS AND CONTINGENCIES
Stockholders' equity (deficiency):
Common stock, $.01 par value; authorized
3,000,000 shares, 1,944,409 shares issued 19,444 19,444
Class B Common stock, $.01 par value; authorized
1,000,000 shares; 912,615 shares issued 9,126 9,126
Additional paid-in capital 13,379,275 13,379,275
Accumulated deficit (6,524,607) (4,728,205)
Other comprehensive loss (177,890) (249,404)
Cost of 1,593,199 common and 600 Class B
Common shares in treasury (7,964,782) (7,964,782)
--------------------------------------
Total stockholders' equity (deficiency) (1,259,434) 465,454
--------------------------------------
Total liabilities and stockholders' equity (deficiency) $9,412,622 $13,369,463
======================================
The accompanying notes are an integral part of these consolidated condensed
financial statements.
Page 17 of 46
18
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
1999 1998 1997
- ----------------------------------------------------------------------------------------------------------------------------------
OPERATING REVENUE:
Pari-mutuel commissions $14,202,476 $15,373,562 $17,057,287
Concessions and other 1,511,922 1,758,670 1,952,759
Other 1,830,984 1,839,100 2,035,732
--------------------------------------------------------------
Total operating revenue 17,545,382 18,971,332 21,045,778
Operating expenses:
Wages, taxes and benefits 6,344,951 7,248,903 7,311,681
Purses 4,301,987 4,470,893 5,092,615
Cost of food and beverage 464,267 524,296 562,403
Administrative & operating 5,250,234 5,262,415 5,541,662
Depreciation and amortization 584,273 700,106 529,288
--------------------------------------------------------------
Total operating expenses 16,945,712 18,206,613 19,037,649
--------------------------------------------------------------
Income from operations 599,670 764,719 2,008,129
--------------------------------------------------------------
Other income (expense):
Interest expense, net (499,264) (398,284) (386,803)
Equity income in investments -- 525,292 336,726
Net gain on sale/foreclosure of real property -- -- 500,000
Other income, 2,900 -- 331,915
Loss on sale of investment (1,809,108) -- --
--------------------------------------------------------------
Total other income (expense) (2,305,472) 127,008 781,838
--------------------------------------------------------------
Income (loss) from operations before
provision for income taxes (1,705,802) 891,727 2,789,967
Provision for income taxes 90,600 82,400 --
--------------------------------------------------------------
Income (loss) from continuing operations (1,796,402) 809,327 2,789,967
Loss from operations of discontinued
harness racing subsidiary -- -- (2,411,787)
Gain from disposal of discontinued harness racing subsidiary
net of income taxes of $20,400 in 1999 -- 1,000,961 2,580,676
--------------------------------------------------------------
Net income (loss) ($ 1,796,402) $ 1,810,288 $ 2,958,856
==============================================================
Basic per share data:
Income (loss) from continuing operations ($ 1.42) $ 0.63 $ 2.22
Income (loss) from discontinued operations, net -- 0.81 0.14
--------------------------------------------------------------
Net income (loss) per share ($ 1.42) $ 1.44 $ 2.36
=============================================================
Basic weighted average common shares outstanding 1,263,225 1,261,252 1,255,225
=============================================================
Diluted per share data:
Income (loss) from continuing operations ($ 1.42) $ 0.63 $ 2.19
Income (loss) from discontinued operations, net -- 0.78 0.13
--------------------------------------------------------------
Net income (loss) per share ($ 1.42) $ 1.41 $ 2.32
=============================================================
Diluted weighted average common shares outstanding 1,263,225 1,281,243 1,275,225
=============================================================
The accompanying notes are an integral part of these consolidated financial
statements.
Page 18 of 46
19
THE WESTWOOD GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
CLASS B
COMMON ADDITIONAL PAID-IN ACCUMULATED NOTE RECEIVABLE
COMMON STOCK STOCK CAPITAL DEFICIENCY FROM STOCKHOLDER
------------------------------------------------------------------------------------------
Balance December 31, 1996 $19,364 $9,126 $13,355,355 ($9,497,349) ($330,594)
Interest receivable -- -- -- -- (14,525)
Comprehensive income (loss):
Net income -- -- -- 2,958,856 --
Pension liability adjustment -- -- -- -- --
------------------------------------------------------------------------------------------
Balance December 31, 1997 19,364 9,126 13,355,355 (6,538,493) (345,119)
Issuance of common stock 80 -- 23,920 -- --
Note reclassification -- -- -- -- 345,119
Comprehensive income (loss):
Net income -- -- -- 1,810,288 --
Pension liability adjustment -- -- -- -- --
------------------------------------------------------------------------------------------
Balance December 31, 1998 19,444 9,126 13,379,275 (4,728,205) --
Comprehensive income (loss):
Net loss -- -- -- (1,796,402) --
Pension liability adjustment -- -- -- -- --
------------------------------------------------------------------------------------------
Balance December 31, 1999 $19,444 $9,126 $13,379,275 ($6,524,607) --
==========================================================================================
OTHER TOTAL
COMPREHENSIVE TREASURY STOCKHOLDERS'
LOSS STOCK EQUITY (DEFICIENCY)
------------------------------------------------------------------------------------------
Balance December 31, 1996 ($ 55,359) ($7,964,782) ($4,464,239)
Interest receivable -- -- (14,525)
Comprehensive income (loss):
Net income -- -- 2,958,856
Pension liability adjustment (30,720) -- (30,720)
---------------------------------------------------------
Balance December 31, 1997 (86,079) (7,964,782) (1,550,628)
Issuance of common stock -- -- 24,000
Note reclassification -- -- 345,119
Comprehensive income (loss):
Net income -- -- 1,810,288
Pension liability adjustment (163,325) -- (163,325)
---------------------------------------------------------
Balance December 31, 1998 (249,404) (7,964,782) 465,454
Comprehensive income (loss):
Net loss -- -- (1,796,402)
Pension liability adjustment 71,514 -- 71,514
---------------------------------------------------------
Balance December 31, 1999 ($177,890) ($7,964,782) ($1,259,434)
=========================================================
The accompanying notes are an integral part of these consolidated financial
statements.
Page 19 of 46
20
THE WESTWOOD GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
YEAR ENDED DECEMBER 31,
-----------------------------------------------
1999 1998 1997
-----------------------------------------------
Cash Flows from Operating Activities
Net income (loss) ($1,796,402) $1,810,288 $2,958,856
-----------------------------------------------
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Gain from operations of discontinued harness racing subsidiary -- (1,021,361) (2,580,676)
Recovery of bad debts -- (77,548) --
Depreciation and amortization 584,273 700,106 529,288
Gain on sale/foreclosure of real property -- -- (500,000)
Change in liability estimate -- (445,161) --
Gain on bond sales and redemptions -- -- (199,415)
Equity in (income) loss from investments -- (525,292) (336,726)
Deferred revenue -- -- (132,500)
Loss on sale of investment 1,809,108 -- --
Minimum pension liability adjustment 71,514 (163,325) (30,720)
Changes in operating assets and liabilities:
Decrease (increase) in restricted cash (572,251) 441,985 409,184
Decrease (increase) in accounts receivable (76,217) 587,049 112,141
Decrease (increase) in prepaid expenses and other 58,974 (7,462) 36,793
Decrease (increase) in other assets, net -- 211,316 (5,134)
Decrease in accounts payable and other accrued liabilities (58,444) (2,058,545) (1,200,511)
Increase in outstanding parimutuel tickets 16,013 -- --
Increase (decrease) in accrued executive bonus, long-term portion 2,592 -- --
Increase (decrease) in other long term liabilities (436,106) 1,110,984 1,380,295
-----------------------------------------------
Total adjustments 1,399,456 (1,247,254) (2,517,981)
-----------------------------------------------
Net cash provided by (used in) operating activities (396,946) 563,034 440,875
-----------------------------------------------
Cash flows from investing activities:
Issuance of promissory notes receivable (2,703,108) -- --
Additions to property, plant and equipment (128,129) (694,066) (756,444)
Proceeds of sale of investment in subsidiary 2,703,108 -- --
Proceeds from bond sales and redemptions -- -- 99,415
Proceeds from sale of real property -- -- 500,000
-----------------------------------------------
Net cash (used in) investing activities (128,129) (694,066) (157,029)
-----------------------------------------------
Cash flows from financing activities:
Payments for debt issue costs -- (182,098) --
Proceeds from short term debt -- -- 407,466
Proceeds from notes payable -- 5,000,000 --
Principal payments of debt (267,033) (4,814,008) (1,350,931)
Decrease (increase) in notes receivable, officers 946,755 (82,692) --
Issuance of common stock -- 24,000 --
-----------------------------------------------
Net cash provided by (used in) financing activities 679,722 (54,798) (943,465)
-----------------------------------------------
Net increase (decrease) in cash and cash equivalents 154,647 (185,830) (659,619)
Cash and cash equivalents, beginning of year 188,462 374,292 1,033,911
-----------------------------------------------
Cash and cash equivalents, end of year $ 343,109 $ 188,462 $ 374,292
===============================================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 463,396 $ 625,589 $ 439,165
===============================================
Income taxes $ 71,626 $ 84,970 $ --
===============================================
During 1999, the Company sold an investment in a subsidiary for
$4,040,706, of which $1,337,598 was a cancellation of a note payable
and related accrued interest.
Non-cash financing activities:
During 1997, the Company wrote-off property and other assets of
$6,372,682 and relieved liabilities of $8,953,358 in connection with
the Company's discontinuance of its Foxboro harness racing business
(see Note 12).
The accompanying notes are an integral part of these consolidated
financial statements.
Page 20 of 46
21
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The Company operates primarily in one business segment through its
pari-mutuel racing subsidiary. Wonderland Greyhound Park, Inc. ("Wonderland") is
a pari-mutuel greyhound racing facility located in Revere, Massachusetts. The
Company also operated Foxboro Park, a pari-mutuel harness racing facility
located in Foxboro, Massachusetts through the date of eviction in July, 1997
(see Litigation at Note 5). The Company's Foxboro harness racing operations were
discontinued during 1997 and is reported as a discontinued operation in the
accompanying consolidated financial statements (see Note 3 of Notes to
Consolidated Financial Statements).
The Wonderland facility includes a one-quarter mile sand track, a
physical plant consisting of a climate controlled grandstand and clubhouse and a
two-story administrative center. The Company maintains and operates two full
service restaurants, a sports bar and other concession facilities at the
racetrack. The racetrack facility can accommodate 10,000 patrons. The average
attendance per performance in 1999 was approximately 966 persons. The complex
encompasses a total of approximately 35 acres, including paved and lighted
parking providing capacity for approximately 2,300 cars.
Wonderland provides its patrons with a variety of entertainment options
including live racing and full card simulcast wagering.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
Cash investments with maturities of three months or less at the time of
their purchase are classified as cash equivalents.
RESTRICTED CASH
Restricted cash is related to the operations of Wonderland and consists
of amounts held by The Commonwealth of Massachusetts (the "Commonwealth") in
trust funds (for capital improvements and advertising/promotion). Wonderland
disburses these funds upon approval by the Commonwealth. Unclaimed winnings from
pari-mutuel wagering are held by Wonderland until they become payable to the
Commonwealth by the operation of unclaimed property statutes.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and are depreciated
using the straight-line method over the following estimated useful lives:
ASSET CLASSIFICATION ESTIMATED USEFUL LIFE
- -------------------- ---------------------
Buildings and improvements 30 Years
Machinery and equipment 5-10 Years
Gains or losses are recognized upon the disposal of property, plant and
equipment, and the related accumulated depreciation and amortization are
adjusted accordingly. Losses are also recognized on buildings and improvements
in the event of a permanent impairment to their value, as determined by
Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
issued by the Financial Accounting Standards Board. Maintenance, repairs and
betterments that do not enhance the value of or increase the life of the assets
are charged to operations as incurred.
Page 21 of 46
22
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY, PLANT AND EQUIPMENT (continued)
Depreciation and amortization expense of approximately $499,000,
$545,000, and $385,000 was recorded for the years ended December 31, 1999, 1998
and 1997, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
As of December 31, 1999 and 1998, the following methods and assumptions
were used to estimate the fair value of each class of financial instruments for
which it is practical to estimate. The carrying amount of cash equivalents
approximates the fair value due to short term maturity of the cash equivalents.
The fair value of the Company's long-term debt is estimated based on the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to credit
risk consist of cash equivalents and accounts receivable. The Company's policy
is to limit the amount of credit exposure to any one financial institution and
place investments with financial institutions evaluated as being creditworthy.
Concentration of credit risk, with respect to accounts receivable, is limited
due to the Company's credit evaluation process. The Company does not require
collateral from its customers. The Company's accounts receivable balance
consists principally of amounts due from other race tracks. Historically, the
Company has not incurred any significant credit-related losses.
INCOME TAXES
The Company uses the liability method of accounting for income taxes.
Under this method, deferred income taxes are provided based on the estimated
future tax effects of differences between financial statement carrying amounts
and the tax basis of existing assets and liabilities. The Company's policy is to
record a valuation allowance against deferred tax assets unless it is more
likely than not that such assets will be realized in future periods. The Company
considers estimated future taxable income or loss and other available evidence
when assessing the need for its deferred tax asset valuation allowance.
INCOME (LOSS) PER COMMON SHARE
The Company follows Statement of Financial Accounting Standards (SFAS)
No. 128, Earnings per Share, issued by the Financial Accounting Standards Board.
Under SFAS No. 128, the basic and diluted net income (loss) per share of common
stock are computed by dividing the net income (loss) by the weighted average
number of common shares outstanding during the period, including potentially
dilutive stock options. The Company's stock options did not have a dilutive
effect in 1999, due to the net loss incurred in 1999.
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 periods. Actual results could differ from those estimates.
Page 22 of 46
23
ADVERTISING
The Company expenses advertising costs as incurred. Advertising expense
was approximately $99,000, $219,000 and $319,000 for the years ended December
31, 1999 1998 and 1997, respectively.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivatives Instruments and Hedging Activities" ("SFAS No.
133") which requires companies to recognize all derivatives contracts as either
assets or liabilities in the balance sheet and to measure them at fair value. If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging derivative with the recognition of (i) the changes in the fair
value of the hedged assets or liability or (ii) the earnings effect of the
hedged forecasted transaction. For a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of change.
In June 1999, the Financial Accounting Standards Board issued SFAS No.
137, which changed the SFAS No. 133 effective date of adoption for all fiscal
quarters of fiscal years beginning after June 15, 1999 to all fiscal quarters
of fiscal years beginning after June 15, 2000.
Historically, the Company has not entered into derivative contracts,
either to hedge existing risks or for speculative purposes. Accordingly, the
Company does not expect adoption of the new standard to affect its financial
statements.
24
2. LONG-TERM DEBT
At December 31, 1999 and 1998, long-term debt consisted of the following:
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------------
9.5% Century Bank and Trust Company ("Century Bank") term loan,
requiring 60 monthly payments of principal and interest of $58,319
beginning August 1, 1998, collateralized by a mortgage and security
interest in all real estate and personal property located at
Wonderland Greyhound Park. $4,660,506 $4,904,828
Other 3,971 26,682
6.0% Back Bay Restaurant Group Term Note, cancelled during 1999
in connection with BBRG stock repurchase. -- 970,000
----------------------------------------------
4,664,477 5,901,510
Less:
Current maturities 272,541 350,663
----------------------------------------------
Long-term portion $4,391,936 $5,550,847
==============================================
Page 24 of 46
25
The aggregate principal payments required to be made on long-term debt,
for the years subsequent to December 31, 1999 are as follows:
2000 $ 272,541
2001 295,000
2002 325,000
2003 3,771,936
----------
$4,664,477
==========
In May 1994, the Company entered into an agreement with BBRG to
transfer the operations under the Concessions Agreement and the Management
Agreement to the Company in return for a six year term note in the amount of
$970,000. In 1997 the Note was amended requiring equal quarterly payments of
principal and interest beginning April 1, 1999 of approximately $36,000 with
interest at 6%.
On September 24, 1999, the Company entered into a Stock Purchase
Agreement with Charles F. Sarkis (a related party), the Buyer, pursuant to
which the Buyer purchased 450,518 shares of common stock of BBRG, a Delaware
corporation, owned by the Company (See Note 9 of Notes to Consolidated Financial
Statements).
With the execution of the Stock Purchase Agreement, the Company entered
into a Stock Repurchase Agreement with BBRG pursuant to which BBRG repurchased
222,933 shares of common stock of BBRG in exchange for the cancellation of the
$970,000 promissory note, along with accrued interest thereon in the amount of
$367,598 (See Note 9 of Notes to Consolidated Financial Statements).
In July 1998, the Company obtained long-term debt financing for
$5,000,000 with Century Bank. The proceeds were used to repay previously
outstanding indebtedness, including approximately $275,000 of subordinated debt,
$2,381,000 of a realty trust term loan, $1,568,000 of a line of credit note,
$118,000 on a margin agreement, and $356,000 of a short-term note payable. The
remaining proceeds were used to pay other liabilities. The note agreement
contains certain restrictive covenants including the maintenance of certain
financial ratios and debt coverage requirements. The note is collateralized by a
mortgage and security interest in all real estate and personal property at
Wonderland Greyhound Park. The Company was in compliance with the covenants
contained in its loan agreement.
Page 25 of 46
26
3. DISCONTINUED OPERATIONS
In 1996 litigation ensued between Foxboro Realty Associates, LLC, ET
AL. ("FRA") and the Company, its subsidiary Foxboro Park, Inc., ET AL., over
Foxboro's right to occupy Foxboro Raceway. The Court issued an execution
pursuant to which Foxboro was evicted from the racetrack on July 31, 1997 (see
Litigation at Note 5 of Notes to Consolidated Financial Statements). As a result
the Company discontinued its harness racing operations. The gain on the
discontinuance of approximately $1.0 million and $2.6 million for years ended
December 31, 1998 and 1997, respectively, is primarily comprised of the excess
of occupancy and other liabilities over non-recoverable net leasehold
improvements and other assets. The 1998 gain also includes approximately
$445,000 for a change in a liability estimate (see Note 13 of Notes to
Consolidated Financial Statements). The remaining liabilities of the Company's
discontinued operations at December 31, 1999 and 1998 are comprised of the
following:
Creditors Trust Agreement Promissory obligation and
other liabilities $ 174,451
Trade payable 53,598
Outstanding pari-mutuel tickets 476,371
---------
$ 704,420
=========
The loss of the Company's discontinued operations is summarized as follows:
Seven Months
Ended
July 31,
1997
------------
Operating revenues $ 6,476,083
Operating expenses (8,976,203)
Other income 88,333
-----------
$(2,411,787)
===========
4. OTHER LONG-TERM LIABILITIES
Other long-term liabilities includes approximately $937,000 and
$1,032,000 at December 31, 1999 and 1998, respectively, of fees owed to a law
firm primarily related to the Foxboro litigation (see Litigation at Note 5 of
Notes to Consolidated Financial Statements). Such amounts are currently payable
at $5,000 per week.
Page 26 of 46
27
5. COMMITMENTS AND CONTINGENCIES
PLEDGES OF ASSETS
A certificate of deposit for $132,000 has been pledged to collateralize
a performance bond for Wonderland, which is required annually by the Racing
Commission for all race tracks. The bond is for $125,000.
RACING LICENSE
In order to meet the requirements for renewal of racing licenses,
Wonderland must demonstrate, on an annual basis, that it is a financially viable
entity, capable of disposing of its obligations on a timely basis. The racing
license has been granted for the 2000 calendar year. Although management is
optimistic that it will be able to demonstrate financial stability in their
applications for a year 2001 racing license, there can be no assurance that the
Racing Commission will continue to grant licenses to conduct racing on the
schedules presently maintained at Wonderland. In the event that the Company is
not successful in obtaining a year 2001 racing license, the adverse impact on
the Company's assets would be material.
LEASE COMMITMENT
Totalisator equipment rent (which is primarily based on the handle per
performance) was approximately $403,000, $320,000, and $386,000, in 1999, 1998
and 1997, respectively. The Company changed totalisator vendors in June 1999.
Future minimum payments are due annually at $14,300. Amounts are contingent on
the Company's total handle amounts. The Company is also liable for numerous
operating leases for automobiles and other equipment which expire through 2001.
The future minimum lease commitments relating to noncancelable operating leases
other than Totalisator equipment as of December 31, 1999 are immaterial.
LITIGATION
The Company is subject to various claims and legal actions that arise
in the ordinary course of its business.
In 1996 litigation ensued between Foxboro Realty Associates, LLC, ET
AL. ("FRA") and the Company, its subsidiary Foxboro Park, Inc., ET AL., in
Norfolk Superior Court in Massachusetts over Foxboro's right to occupy Foxboro
Raceway. The Court issued an execution pursuant to which Foxboro was evicted
from the racetrack on July 31, 1997. The parties appealed to the Appeals Court
on January 27, 1998. The Company expects the appeals to be decided sometime
during calendar year 2000.
On July 8, 1998, Foxboro Route 1 Limited Partnership, ET AL., filed a
civil action in Suffolk Superior Court in Massachusetts, against The Westwood
Group, Inc., Wonderland Greyhound Park, Inc., ET AL., seeking payment for use
and occupancy of Foxboro Raceway, and other damages, from 1992 through July
1997. The ultimate outcome of such pending litigation cannot be determined at
this time, however it is the opinion of the Company's management, any liability
under such pending litigation would not materially affect its financial
condition or operations.
The ultimate outcome of such pending litigation cannot be determined
at this time, however it is the opinion of the Company's management, any
liability under such pending litigation would not materially affect its
financial condition or results of operations.
CONSULTING ARRANGEMENTS
Prior to 1995, the Company engaged a firm to assist management in the
planning and execution of a financial and operational reorganization of the
Company. As compensation for its services, the Company agreed to a success fee,
in addition to the basic fee, to grant options to acquire common stock totaling
6% of the total of the Company's capital stock at $3 per share (the "success
fee" option). The success fee also stipulated that the principle of such firm,
who was a director of the Company, would be required to return options to
purchase 25,000 shares of the Company's common stock if the success fee options
are exercised.
The Company has previously recorded an estimated reserve of $100,000
for this consulting arrangement which is included with accounts payable and
other accrued liabilities in the accompanying consolidated balance sheet.
Page 27 of 46
28
6. COMMON STOCK, STOCK OPTION AND GRANT PLANS
The Company follows SFAS No. 123, "Accounting for Stock-Based
Compensation". SFAS No. 123 allows the Company to account for its stock-based
compensation plans based upon either a fair value method or the intrinsic value
method. The Company has elected to follow the intrinsic value method of
accounting for stock-based compensations plans prescribed under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees".
Under SFAS No. 123, the Company is required to disclose the effects of applying
the fair value method on the net income or loss. In October 1995, the Board of
Directors approved and ratified the granting of non-qualified stock options.
These options were granted to the Directors of the Company to purchase shares of
common stock at an option price equal to the fair market value of the Company's
common stock at the date the options were granted.
The Company's stock options activity is summarized as follows:
Number Exercise
Of Shares Price
--------- --------
Balance December 31, 1996 241,334 $ 3.00
Granted 52,500 3.00
Terminated (5,000) 3.00
-------
Balance December 31, 1997 and 1998 288,834 3.00
Granted -- --
Terminated (5,000) 3.00
-------
Balance, December 31, 1999 283,834 3.00
=======
Excercisable, December 31, 1999 and 1998 283,834 3.00
=======
The Company's total stock options outstanding of 283,834 at December
31, 1999 expire as follows: 190,000 in 2002; 51,334 in 2005; and 42,500 in 2007.
The Company has computed the pro forma disclosures required under SFAS
No. 123 for stock options using the Black-Scholes option pricing model
prescribed by SFAS No. 123.
The assumptions used and the weighted average information for year
ended December 31, 1997 are as follows:
1997
----
Risk-free interest rates 6.5%
Expected dividend yield NONE
Expected lives 8 years
Expected volatility 46.5%
Weighted average fair value of
options on date of grant $3.81
Weighted-average exercise price $3.00
Weighed-average remaining
contractual life of options
outstanding 9 years
Page 28 of 46
29
6. COMMON STOCK, STOCK OPTION AND GRANT PLANS (CONTINUED)
The effect of applying SFAS No. 123 for the year ended December 31,
1999, 1998 and 1997 would be as follows:
1999 1998 1997
----------------------------------------------------
Net income (loss) As reported ($1,796,402) $1,810,288 $2,958,856
Pro Forma ($1,924,488) $1,667,133 $2,796,931
Net income (loss) per basic share As reported ($ 1.42) $ 1.44 $ 2.36
Pro Forma ($ 1.52) $ 1.32 $ 2.23
Net income (loss) per diluted share As reported ($ 1.42) $ 1.42 $ 2.37
Pro Forma ($ 1.52) $ 1.30 $ 2.19
7. INCOME TAXES
The Company's provision for income taxes for the years ended December
31, 1999 and 1998 represents alternative minimum Federal taxes and state income
taxes. There was no provision for income taxes for the year ended December 31,
1997 due to the Company's taxable net operating loss. The Company's effective
tax rates differ from amounts computed by applying the statutory federal income
tax rate to income (loss) before income taxes, as follows:
1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------
Statutory federal income tax rate (34.0)% 34.0% 34.0%
(Increase) Decrease in deferred tax 34.0 (5.1) (34.0)
Valuation allowance
Alternative minimum tax 5.3 2.0 2.0
Utilization of carryforward losses -- (21.7) --
---------------------------------------------------------------------
Income tax rate 5.3% 9.2% --
=============== ==== ==== ==
The tax effects of the significant temporary differences which comprise
the deferred tax assets and liabilities are as follows:
1999 1998
-------------------------------------
DEFERRED TAX ASSETS IN THOUSANDS
Net operating loss carryforwards $2,532 $ 5,465
Capital loss carryforwards -- 268
Fixed assets 517 373
Deferred compensation 50 54
Miscellaneous operating reserves 384 287
Deferred pension 58 232
Capitalized expenses 60 60
-------------------------------------
Gross deferred assets 3,601 6,739
Less Valuation allowance (3,601) (5,780)
-------------------------------------
Net deferred assets -- 959
DEFERRED TAX LIABILITIES
Investment in BBRG -- 959
-------------------------------------
Net deferred tax liabilities $ -- $ --
=====================================
The Company's net operating loss carryforwards begin expiring as of
December 31, 2007. The net operating loss carryforwards, amounting to $6.3
million, expire as follows (in thousands) $2,303 in 2008, $43 in 2010, $437 in
2011, and $3,546 in 2012. The Company has fully reserved for all net deferred
tax assets as future realization of these assets is not presently determinable.
Page 29 of 46
30
8. PENSION PLANS AND RETIREMENT BENEFITS
The Company contributed $80,778, $81,399 and $84,049 in 1999, 1998 and
1997, respectively, to three multi-employer pension plans for employees covered
by collective bargaining agreements. These plans are not administered by the
Company and contributions are determined in accordance with the provisions of
negotiated labor contracts. The Company maintains a defined benefit retirement
plan for certain other union employees and one for non-union employees. The plan
provides a benefit of a flat dollar amount, determined by the collective
bargaining agreement with the union. Company contributions to this plan totaled
$153,643, $142,073, and $100,650 in 1999, 1998 and 1997, respectively. Benefits
under the plan are provided by a group annuity contract purchased from an
insurance carrier. The expense for this plan includes amortization of the cost
of providing plan benefits for past service over a period of approximately 14
years. The Company's funding policy is to contribute amounts annually to the
Plan, subject to the Internal Revenue Service and ERISA minimum required and
maximum allowable funding limitations. The following table sets forth the plan's
funded status at December 31, 1999 and 1998:
1999 1998
-----------------------------
Actuarial present value of benefit obligation: Accumulated
benefit obligation, including vested benefits of $1,301,197
and $1,283,304 for 1999 and 1998 $(1,348,085) $(1,348,030)
=============================
Projected benefit obligation (1,348,085) (1,348,030)
Plan assets at fair value 953,249 760,967
Unrecognized transition obligation -- --
Unrecognized net losses (181,547) (253,060)
Adjustment for minimum liability 181,547 253,060
-----------------------------
Adjusted accrued pension cost (included in other long-term
liabilities) $ (394,836) $ (587,063)
=============================
Net periodic pension cost included the following components:
For the Year Ended
December 31,
------------------------------------------------
1999 1998 1997
------------------------------------------------
Service cost-benefits earned during the period $ -- $ -- $ 24,344
Interest cost on projected benefit obligation 91,557 102,406 133,086
Actual return on plan assets (95,989) (47,307) (113,811)
Net gain (loss) during the year, deferred for later -- (20,088) (7,120)
Amortization of unrecognized net obligation 37,361 170,299 42,576
------------------------------------------------
Net periodic pension cost $ 32,929 $205,310 $ 79,075
================================================
Page 30 of 46
31
8. PENSION PLANS AND RETIREMENT BENEFITS (continued)
Assumptions used in accounting for the above pension information
included a discount rate of 7.25% for the year ended December 31, 1999 and 7%
for the years ended December 31, 1998 and 1997 and an expected long-term rate of
return of 8.5% for all years presented.
The following tables set forth pension obligations and plan assets as
of December 31, 1999 and 1998:
Change in benefit obligation :
1999 1998
------------------------------------
Benefit obligation as of January 1 $1,348,030 $1,763,919
Interest cost 91,557 102,406
Actuarial loss (gain) (34,152) 220,215
Benefits paid (57,350) (738,510)
------------------------------------
Benefit obligation as of December 31 $1,348,085 $1,348,030
====================================
Change in plan assets:
Fair value as of January 1 $ 760,967 $1,319,124
Actual return on plan assets 95,989 47,307
Company contribution 153,643 142,073
Benefits paid (57,350) (738,510)
Plan expenses paid -- (9,027)
------------------------------------
Fair value as of December 31 $ 953,249 $ 760,967
=====================================
The Company amended the defined benefit plan in connection with the
renewal of a collective bargaining agreement. The amendment provides that as of
January 31, 1998, benefit accruals under the plan will be frozen for those
active employees who accrued benefits under the plan before January 31, 1998.
The amendment further provides that on and after January 31, 1998, employees
hired by Wonderland will no longer be eligible to join the plan. The Company
will make contributions on behalf of these employees at a fixed rate to the
union 401(k) plan based upon hours worked. These contributions commenced in 1998
and amounted to approximately $4,300 in that year.
During 1997 the Company established separate 401(k) plans for union and
nonunion employees, respectively. The plans are administered by an insurance
company. The Company made contributions on behalf of certain union employees
based upon a fixed rate and performances worked. The total of these
contributions was approximately $72,000, $56,000 and $41,000 for the years
ended December 31, 1999, 1998 and 1997, respectively. The Company's
contributions on behalf of its non-union employees was approximately $61,000,
$81,000 and 42,000 for the years ended December 31, 1999, 1998 and 1997.
The Company also has employment contracts with certain retired
employees which provide for the payment of retirement benefits, the cost of
which has been accrued during their active employment. Expense for all
retirement plans of the Company for the years ended December 31, 1999, 1998 and
1997 was approximately $350,000, $436,000 and $358,000, respectively.
9. EQUITY INCOME IN AND SALE OF INVESTMENTS
During 1994, the Company and BBRG jointly pursued a series of
transactions, the effect of which resulted in the control of BBRG no longer
resting with the Company. Accordingly, the Company began accounting for its
investment in BBRG under the equity method. The equity income in investments
represents the Company's proportionate share of BBRG's net earnings.
As of December 31, 1998, the Company owned approximately 673,000 or 19%
of the outstanding shares of BBRG.
The following financial information not covered by the auditors'
report, summarizes the financial position and results of operations of BBRG:
Balance Sheet Information December 27,
(In thousands) 1998
------------------------- ------------
Current assets $ 4,848
Noncurrent assets (including plant, property and equipment) 41,797
Current liabilities 12,531
Noncurrent liabilities 4,298
Stockholders' equity 29,816
Years Ended
----------------------------
Operations Information December 27, December 28,
(In thousands) 1998 1997
---------------------- ------------ ------------
Net sales $99,396 $94,904
Gross profit 71,887 68,503
Net income 2,684 1,731
Company's equity in net earnings of BBRG 525 337
The quoted market value of BBRG stock during 1998 reflected a high and low price
of $9.88 and $4.63, respectively. The quoted market value of BBRG stock at
December 31, 1998, reflected a price $9.50.
On March 26, 1999, a majority of BBRG's shareholders approved a merger
agreement ("the Merger Agreement"), by and between BBRG and SRC Holdings, Inc.
(the "Acquiror"), a Delaware corporation formed by Charles F. Sarkis, BBRG's
Chairman and Chief Executive Officer, pursuant to which the Acquiror would be
merged (the "Merger") with and into
Page 31 of 46
32
BBRG, with BBRG being the surviving company. The Merger was consummated April
15, 1999. Pursuant to the Merger, the holders of BBRG's common stock, other than
the Company, Mark L. Hartzfeld, Francis P. Bissaillon, Ann Marie Lagrotteria,
and Richard P. Dalton (collectively, the "Affiliated Shareholders"), received
$10.25 in cash from the Acquiror in exchange for each share of common stock of
BBRG held by them. The Affiliated Shareholders continued to own stock in the
surviving corporation. As of the date of the Merger, the Company held 74.58% of
the common stock of BBRG. Following the Merger, BBRG no longer met the
requirements of a public company.
On September 24, 1999, the Company entered into a Stock Purchase
Agreement with Charles F. Sarkis, the Buyer, pursuant to which the Buyer
purchased 450,518 shares of common stock of BBRG, a Delaware corporation, owned
by the Company. The Buyer is the Chairman and a majority stockholder of the
Company and the President, Chief Executive Officer, and sole director of BBRG.
Immediately prior to consummation of the transactions contemplated by the Stock
Purchase Agreement and the Stock Repurchase Agreement, the Company was the
majority stockholder of BBRG.
In exchange for the delivery of the shares the Buyer delivered a
promissory note in the amount of the purchase price and stock pledge agreement
relating to the shares totaling $2,703,108. Under the terms of the note,
$500,000 was paid on November 4, 1999, $500,000 was paid on December 16, 1999,
$351,554 was paid on January 31, 2000, and the remaining outstanding principal
balance and all accrued interest shall be paid in four equal installments of
principal on December 16, 2000, December 16, 2001, December 16, 2002, December
16, 2003, with any unpaid amounts due December 16, 2003. The notes bear
interest at 9.5% and are collateralized by a security pledge agreement.
Simultaneously with the execution of the Stock Purchase Agreement, the
Company entered into a Stock Repurchase Agreement with BBRG pursuant to which
BBRG repurchased 222,933 shares of common stock of BBRG in exchange for the
cancellation of a certain promissory note, dated May 2, 1994, issued by the
Company in favor of BBRG in the principal amount of $970,000 and accrued
interest thereon in the amount of $367,598.
The Stock Purchase Agreement and the Stock Repurchase Agreement were
approved by the Company's Board of Directors, including its disinterested
member. The Board of Directors determined that the $6.00 per share valuation
negotiated with the Buyer was fair and in the best interests of the Company's
stockholders based upon a fairness opinion delivered by its financial advisor.
The per share book value of the Company's investment in BBRG
immediately prior to these transactions was $8.92. The Company incurred a loss
of $2.92 per share on the transactions, for an aggregate loss of $1,809,000,
net of the $157,000 equity in the earnings of BBRG for the period.
Page 32 of 46
33
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities as of December 31, 1999 and
1998 consisted of the following:
1999 1998
------------------------------------------
Accounts payable, trade $ 759,672 $ 863,220
Other accrued liabilities 1,072,997 882,598
Accrued bonus 146,807 322,777
Accrued interest 0 336,923
------------------------------------------
$1,979,476 $2,405,518
==========================================
Page 33 of 46
34
11. TRANSACTIONS WITH OFFICERS, EMPLOYEES AND RELATED PARTIES
In May 1994, the Company purchased all restaurant and concession
operations at Wonderland from BBRG for a sales price of $770,000. Included in
the term note of $970,000 was additional amounts owed to BBRG for costs incurred
under a Cross Indemnification agreement amounting to $200,000, and interest
expense of approximately $58,000 each of the last three years. This note was
cancelled during 1999 in conjunction with the stock repurchase agreement entered
into with BBRG.
Upon the sale of BBRG common stock to Charles F. Sarkis, the Company
received a promissory note in the amount of $2,703,108. The notes bears
interest of 9.5% with payments of $500,000 due on November 4, 1999, $500,000 due
on December 16, 1999, $351,554 due on January 31, 2000, and the remaining
outstanding principal and accrued interest payable in four equal annual
installments due on December 16, 2000 through December 16, 2003. The balance
outstanding under the note was $1,727,485 at December 31, 1999.
At December 31, 1999 and 1998, there are additional loans outstanding
to officers/stockholders including interest, of $742,017 and $893,393,
respectively. The loans have been restructured and are payable over five years
and bear interest at 8.0% per annum. Notes receivable and related interest, in
the amount of $319,296 are due from Charles Sarkis and $422,721 is due from
Richard P. Dalton, the Company's President, Chief Executive Officer, and
stockholder. Charles Sarkis' loan, including interest, had previously been
recorded as a component of stockholders' equity. The $384,434 was recorded as a
note receivable at December 31, 1998. The accrued bonus due to Charles F. Sarkis
and Richard P. Dalton of $334,960 and $76,262 at December 31, 1999,
respectively, will be used to repay the outstanding notes receivable balances as
they become due. These bonuses amounts are classified in Accounts payable and
other accrued liabilities and Other long-term liabilities at December 31, 1999.
In October 1999, the Company received a letter of credit from the Anglo
Irish Bank securitized by Mr. Charles Sarkis' property located on Boylston
Street in Boston, MA. The letter of credit was established on October 14, 1999
between Mr. Sarkis and the Anglo Irish Bank. The letter of credit specifically
stated that its purpose was to fund the unclaimed winning tickets of the
Wonderland Greyhound Park racetrack, i.e. the "outs" due to the state.
Subsequently, Mr. Sarkis refinanced the Boylston Street property and loaned the
Company $500,000. The Company designated this $500,000, which was wired into the
Company's Anglo Irish Bank account, to be used for the 1998 and 1999 "outs" due
to the state. The loan agreement between the Company and Mr. Sarkis provided
that the $500,000 due, at the option of the payee, could be used to offset any
amounts due from the Mr. Sarkis, pursuant to the Promissory Note dated September
24, 1999. Accordingly, the Company offset the first payment due on the
$2,703,108 loan due from Mr. Sarkis against the $500,000 loan payable to him.
The Company has an accrued bonus due to A. Paul Sarkis of $171,400 at
December 31, 1999 and 1998. These amounts are classified in Other Long-Term
Liabilities at December 31, 1999 and 1998.
12. NET GAIN ON SALE/FORECLOSURE OF REAL PROPERTY
In 1997, the Company sold its interest in a limited partnership which
owned land and an office and retail building for a cash payment of $500,000.
During 1992, the Company reduced the carrying value of this investment to zero,
therefore the entire amount of the proceeds resulted in a gain in 1997.
13. CHANGE IN LIABILITY
In prior years, Westwood recorded a liability of approximately $890,000
to a supplier. During 1998, Westwood eliminated the recorded liability by
recording approximately half as discontinued operations on Foxboro and recording
approximately half against general operating expenses of Wonderland. Arbitration
proceedings are currently underway with this supplier relating to what
obligations, if any, Westwood has to this supplier resulting from termination of
their contract.
Page 34 of 46
35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS
NAME AGE SINCE POSITION
Charles F. Sarkis 60 1978 Chairman of the Board
Richard P. Dalton 52 1978 President, Chief Executive Officer,
Director
Paul J. DiMare 57 1987 Director
CHARLES F. SARKIS has served as Chairman of the Board since 1978. He
was Chief Executive Officer of the Company from 1978 to 1992 and President from
1984 to 1992. He has been Chairman of the Board, President and Chief Executive
Officer of Back Bay Restaurant Group, Inc. (restaurant holding company),
formerly a wholly-owned subsidiary of the Company, for more than six years. He
is also the sole director of Back Bay Restaurant Group, Inc. He has been Chief
Executive Officer of Sarkis Management Corporation (restaurant management).
RICHARD P. DALTON has served as President and Chief Executive Officer
of the Company since 1993. He served as Executive Vice President of the Company
from 1988 to 1992 and Chief Operating Officer from 1989 until 1992. He was Vice
President from 1984 until 1987; Chief Financial Officer from 1988 to 1989;
Treasurer from 1974 to 1989; Assistant Secretary since 1984; and General Manager
from 1981 to 1983.
A. PAUL SARKIS was elected Executive Vice President and Director in
August 1995. Mr. Sarkis was Corporate Director of Development from 1993 to 1995
and Financial Analyst from 1990 to 1993. Mr. Sarkis resigned from his positions
in September 1999. Mr. Sarkis is the son of Charles F. Sarkis, the Chairman of
the Board of Directors.
PAUL J. DIMARE has been President of DiMare Homestead, Inc.
(agricultural processing and packaging) and DiMare Management Corp.
(agricultural management and marketing) for over six years. He also is a
director of First National Bank of Homestead, Florida.
All of the directors and executive officers are citizens of the United
States. There are no arrangements or understanding between any of the directors
or executive officers of the Company and any other person pursuant to which such
director of executive officer was or will be selected as a director or officer
of the Company. Each of the executive officers of the Company holds office at
the pleasure of the Board of Directors.
Page 35 of 46
36
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE - The following table shows the cash and other
remuneration paid or accrued, in respect of services rendered to the Company and
its wholly-owned subsidiaries for the three years ended December 31, 1999, to
each of the Company's executive officers whose aggregate remuneration exceeded
$100,000.
Compensation Awards-Payouts
- ------------------------------------------------------------------------------------------------------------------------------------
Name and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary Bonus Compensation Awards(s) SARS Payouts Compensation
- --------- ---- ------ ------ ------------ ---------- ---- --------- ------------
Charles F. Sarkis
Chairman of the Board 1999 $250,000 -- -- -- -- -- --
1998 $250,000 $159,500 -- -- -- -- --
1997 $200,000 $269,000 -- $20,000 -- -- --
Richard P. Dalton
President and Chief
Executive Officer 1999 $205,000 -- -- -- -- -- --
1998 $205,000 -- -- -- -- -- --
1997 $186,250 $161,400 -- $15,000 -- -- --
Richard G. Egan, Jr.
Former Vice
President and CFO 1999 -- -- -- -- -- -- --
1998 $110,000 $ 9,840 -- $ 5,000 -- -- --
1997 $100,817 -- -- -- -- -- --
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION-During the year
ended December 31, 1999, Messrs. Charles F. Sarkis, Richard P. Dalton and A.
Paul Sarkis served as executive officers of the Company and as members of the
Board of Directors of the Company which performs the functions of a compensation
committee. Paul Sarkis resigned in September 1999. In addition, Mr. Charles F.
Sarkis served as a director and executive officer of BBRG and Mr. Dalton served
as a member of the Compensation Committee of the Board of Directors of BBRG
until April 1999.
REMUNERATION OF DIRECTORS -The Company pays to each nonemployee Director $2,000
per Board meeting attended with an additional fee of $1,000 for each Committee
meeting attended.
COMPENSATION PLAN - The Company has adopted an executive compensation plan. The
compensation plan is designed to provide an environment and opportunity for key
executives to be rewarded for individual achievement as well as for attaining
overall corporate goals. The compensation plan includes provisions for a base
salary, annual incentive and long term incentives. Base salary is determined
annually and is based upon the level and amount of responsibility in the context
of comparable companies. Additional annual incentives are to be distributed to
key executives from a bonus pool. A performance bonus equal to 10% of income
before tax will be allocated to the key executives at the discretion of the
Compensation Committee and Board of Directors. Additionally, a discretionary
bonus up to 5% of income before income taxes will be available to reward an
employee's individual performance. Finally, long term incentives will consist of
stock options granted to key executives at the discretion of the Compensation
Committee and Board of Directors.
In addition, a special transaction bonus is available in the event
the Chairman initiates and/or negotiates an extraordinary transaction to enhance
shareholder value, including a merger, sale, acquisition or joint venture. The
transaction bonus is equal to 2% of the value of any such transaction.
STOCK OPTION AGREEMENTS - During 1997, the Company issued to certain executives
47,500 options to purchase the Company's common stock at an exercise price of
$3.00 per share. During 1995, the Company awarded to Directors and Former
Directors of the Company, non-qualified stock options to purchase 241,334 shares
of the Company's common stock at an exercise price of $3.00 per share. All such
options expire 10 years from the date of grant.
Page 36 of 46
37
Year-End Option Values
The table below shows the total number of unexercised options held at
December 31, 1999. There are no unexercised in-the-money options(1) a the fiscal
year-end. No options were exercised in the year-ended December 31, 1999.
Number of Value of
Securities Unexercised
Underlying In-the-money
Unexercised Options
Options at Fiscal Year End(#) At Year End ($)(1)
Name Excercisable Unexcercisable Excercisable Unexcercisable
- ---- ------------ -------------- ------------ --------------
Charles F. Sarkis 95,000 -- -- --
Richard P. Dalton 40,000 -- -- --
(1) In-the-Money Options are those where the fair market value of the underlying
Securities exceeds the exercise price of the option.
Page 37 of 46
38
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF COMMON STOCK
The following table sets forth certain information, as of April 14,
2000 with respect to the beneficial ownership of the Company's Common Stock by
each Director, by all Directors and officers of the Company as a group and by
persons known by the Company to own beneficially more than 5% of the outstanding
Common Stock. Unless otherwise noted, such stockholders have full voting and
investment power with respect to the shares listed as beneficially owned by
them.
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership(1) Class
- --------------------------------------------------------------------------------
Directors and Officers:
Richard P. Dalton 52,350 (2) 13.70%
The Westwood Group, Inc.
190 VFW Parkway
Revere, MA 02151
Paul J. DiMare* 143,300 (3) 37.40%
P.O. Box 900460
Homestead, FL 33090
A. Paul Sarkis 48,609 (4) 12.40%
599 East 6th Street
South Boston, MA 02127
Charles F. Sarkis* 899,616 (5) 72.40%
----------- -----
Back Bay Restaurant Group,
284 Newbury Street
Boston, MA 02115
All Directors and Officers as a
group (five persons) 1,143,875 (6) 83.40%
============= =====
Holders of more than 5%, not included above
DiMare Homestead, Inc. 92,500 (7) 27.00%
Jon M. Baker 37,749 (8) 10.20%
Michael S. Fawcett 25,600 (9) 7.00%
Joseph J. O'Donnell 47,669 (10) 12.90%
Pauline F. Evans 26,122 (11) 7.60%
Patricia F. Harris 19,850 (12) 5.80%
* Messrs. Sarkis and DiMare each beneficially owns over five percent of the
outstanding Common Stock.
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of or to direct the disposition of, a security). For purposes of
this table a person is deemed to have "beneficial ownership" of any
security that such person has the right to acquire within 60 days,
including by conversion of such stockholder's shares of Class B Common
Stock into shares of Common Stock or by exercise of options. For purposes
of this table, any shares of Common Stock not outstanding which are
subject to such a right, or conversion privileges, are deemed to be
outstanding for the purposes of computing the percentage of outstanding
shares owned by such person or group, but are not deemed to be outstanding
for the purposes of computing such percentage owned by any other person or
group.
(2) Includes presently exercisable options to purchase 40,000 shares.
Page 38 of 46
39
(3) Includes 92,500 shares held of record by DiMare Homestead Inc. over which
Mr. DiMare has voting and investment power, and presently exercisable
options and grants to purchase 40,000 shares.
(4) Includes presently exercisable options to purchase 32,500 shares and
16,109 shares issuable upon conversion of the shares of Class B Common
Stock beneficially owned by Mr. Sarkis.
(5) Consists of 804,616 shares issuable upon conversion of the shares of Class
B Common Stock beneficially owned by Mr. Sarkis as well as presently
exercisable options to purchase 95,000 shares. Does not include 6,750
shares of Common Stock or 2,900 shares of Class B Common Stock held by Mr.
Sarkis' former wife; Mr. Sarkis disclaims beneficial ownership of such
shares. See footnote (2) to the table below showing beneficial ownership
of Class B Common Stock.
(6) Includes presently exercisable options to purchase 207,500 shares and
820,725 shares issuable upon conversion of shares of Class B Common Stock,
held by all directors and officers as a group.
(7) See Footnote (3)
(8) Includes 7,665 shares held of record by International Planning Group
401(K) Profit Sharing Plan over which Mr. Baker has voting and investment
power, and presently exercisable options to purchase 26,334 shares. Mr.
Baker's address is c/o The Baker Companies, 62 Walnut Street, Wellesley,
Massachusetts 02181.
(9) Includes presently exercisable options to purchase 25,000 shares. Mr.
Fawcett's address is c/o Dorman & Fawcett, P.O. Box 214, Hamilton,
Massachusetts 01936.
(10) Includes presently exercisable options to purchase 25,000 shares. Mr.
O'Donnell's address is c/o Boston Concessions Group, Inc., 111 6th
Street, Cambridge, Massachusetts 02141.
(11) Ms. Evans' address is 3600 Galt Ocean Drive, Fort Lauderdale, Florida
33308.
(12) Ms. Harris' address is 11 Royal Road, Brookline, Massachusetts 02146.
Page 39 of 46
40
(b) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF CLASS B COMMON STOCK
The following table sets forth certain information, as of April 15,
2000 with respect to the beneficial ownership of the Company's Class B Common
Stock by each Director, and named Executive Officer and by all Directors and
officers of the Company as a group and by persons known by the Company to own
beneficially more than 5% of the outstanding Class B Common Stock. Unless
otherwise noted, such stockholders have full voting power and investment power
with respect to the shares listed as beneficially owned by the.
Shares of Class B
Common Stock Percent of
Name and Address of Beneficial Owner Beneficially Owned (1) Class
- --------------------------------------------------------------------------------
Charles F. Sarkis 804,616 (2) 88.20%
Back Bay Restaurant Group, Inc.
284 Newbury St.
Boston, MA 02116
A. Paul Sarkis 16,109 1.80%
Back Bay Restaurant Group, Inc.
284 Newbury St.
Boston, MA 02116
-------------------------------------
All Directors and Officers as a 820,725 (2) 90%
Group (Five Persons) ======= ===
(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition,
for purposes of this table a person is deemed to have "beneficial
ownership" of any security that such person has the right to acquire
within 60 days.
(2) Includes shares held by Sarkis Management Corporation which is
wholly-owned by Mr. Sarkis. Does not include 93,754 shares held by Mr.
Sarkis' six adult children (including A. Paul Sarkis) or 2,900 shares
held by Mr. Sarkis' former wife; Mr. Sarkis disclaims beneficial
ownership of such shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Based solely on the review of Forms 3, 4 and 5 and all amendments thereto
furnished to the Company with respect to its most recent fiscal year, it appears
that each Director, officer and 10% beneficial owner of Common Stock of the
Company complied with Section 16(a) of the Securities Exchange Act of 1934,
except that Messrs. Charles F. Sarkis, A. Paul Sarkis, Richard P. Dalton and
Richard G. Egan, Jr. failed to timely file a Form 5 with respect to option
grants made in fiscal year 1997.
Page 40 of 46
41
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) The Company made loans of $28,000, $52,000 and $32,400 to Richard
P. Dalton, a director and executive officer of the Company, in 1986, 1987 and
1988 respectively, in connection with certain purchases by Mr. Dalton of shares
of the Company's Common Stock. Personal loans in the amounts of $107,905,
$55,104 and $10,000 were also made to Mr. Dalton during 1989, 1990 and 1991,
respectively. During 1990, Mr. Dalton repaid $25,000 in principal amount of
these loans. The Company also made personal loans to Mr. Sarkis in the amounts
of $201,086 and $209,237 during 1989 and 1990, respectively. In January, 1995,
Mr. Sarkis repaid $80,000 to the Company. The restructuring of these loans has
been agreed upon by the principals and formal agreements are to be prepared and
executed. These loans are to be payable over five years of monthly principal and
interest payments maturing on December 31, 2003, and bear interest at 8.0% per
annum. As of December 31, 1999, the outstanding balance on these loans,
including accrued interest, is $742,017.
(b) Mr. Charles F. Sarkis is the majority shareholder of the Company.
At December 31, 1998, the Company owned 19% of the common stock of Back Bay
Restaurant Group, Inc. ("BBRG). Certain arrangements between the Company and
BBRG and/or their respective affiliates were made while BBRG was a wholly-owned
subsidiary of the Company and accordingly, were established by related parties
and were not subject to arms length negotiations. Prior to 1994, the Company and
BBRG were parties to agreements pursuant to which BBRG operated the concession
business and received certain other revenues in connection with the operation of
Wonderland Greyhound Park and Foxboro Park, two pari-mutuel race tracks owned by
the Company. In May 1994, BBRG transferred its concession and related operations
to the Company in return for $770,000 term note to which $200,000 owed by the
Company to BBRG was added, to bring the total principal amount of the note to
$970,000. In 1997, this note was amended requiring equal quarterly payments of
principal and interest beginning April 1, 1999 of approximately $36,000 with
interest at 6%.
(c) On March 26, 1999, a majority of BBRG's shareholders approved a
merger agreement ("the Merger Agreement"), by and between BBRG and SRC Holdings,
Inc. (the "Acquiror"), a Delaware corporation formed by Charles F. Sarkis,
BBRG's Chairman and Chief Executive Officer, pursuant to which the Acquiror
would be merged (the "Merger") with and into BBRG, with BBRG being the surviving
company. The Merger was consummated April 15, 1999. Pursuant to the Merger, the
holders of BBRG's common stock, other than the Company, Mark L. Hartzfeld,
Francis P. Bissaillon, Ann Marie Lagrotteria, and Richard P. Dalton
(collectively, the "Affiliated Shareholders"), received $10.25 in cash from the
Acquiror in exchange for each share of common stock of BBRG held by them. The
Affiliated Shareholders continued to own stock in the surviving corporation. As
of the date of the Merger, the Company held 74.58% of the common stock of BBRG.
Following the Merger, BBRG no longer met the requirements of a public company.
(d) On September 24, 1999, the Company entered into a Stock Purchase
Agreement with Charles F. Sarkis, pursuant to which Mr. Sarkis purchased 450,518
shares of common stock of BBRG.
Mr. Sarkis is the Chairman and a majority stockholder of the Company
and the President, Chief Executive Officer, and sole director of BBRG.
The aggregate purchase price of the stock was $2,703,108. In exchange
for the delivery of the shares, Mr. Sarkis delivered a promissory note in the
amount of the purchase price and stock pledge agreement relating to the shares.
Under the terms of the note, $500,000 was paid on November 4, 1999, $500,000 was
paid on December 16, 1999, $351,554 was paid on January 31, 2000. The remaining
outstanding principal balance and all accrued interest is to be paid in four
equal installments of principal on December 16, 2000, December 16, 2001,
December 16, 2002, December 16, 2003, with any unpaid amounts due December
16,2003.
Simultaneously with the execution of the Stock Purchase Agreement, the
Company entered into a Stock Repurchase Agreement with BBRG, pursuant to which
BBRG repurchased 222,933 shares of common stock of BBRG in exchange for the
cancellation of a certain promissory note, dated May 2, 1994, issued by the
Company in favor of BBRG in the principal amount of $970,000 and accrued
interest thereon in the amount of $367,598.
The Stock Purchase Agreement and the Stock Repurchase Agreement were
approved by the Company's Board of Directors, including its disinterested
member. The Board of Directors determined that the $6.00 per share valuation
negotiated with the Buyer was fair and in the best interests of the Company's
stockholders based upon a fairness opinion delivered by its financial advisor.
The per share book value of the Company's investment in BBRG
immediately prior to these transactions was $8.92. The Company incurred a loss
of $2.92 per share on these transactions, for an aggregate loss of $1,809,000,
net of $157,000 of equity in the earnings of BBRG for 1999.
In October 1999, the Company received a letter of credit from the Anglo
Irish Bank securitized by Mr. Charles Sarkis' property located on Boylston
Street in Boston, MA. The letter of credit was established on October 14, 1999
between Mr. Sarkis and the Anglo Irish Bank. The letter of credit specifically
stated that its purpose was to fund the unclaimed winning tickets of the
Wonderland Greyhound Park racetrack, i.e. the "outs" due to the state.
Subsequently, Mr. Sarkis refinanced the Boylston Street property and loaned the
Company $500,000. The Company designated this $500,000, which was wired into the
Company's Anglo Irish Bank account, to be used for the 1998 and 1999 "outs" due
to the state. The loan agreement between the Company and Mr. Sarkis provided
that the $500,000 due, at the option of the payee, could be used to offset any
amounts due from the Mr. Sarkis, pursuant to the Promissory Note dated September
24, 1999. Accordingly, the Company offset the first payment due on the
$2,703,108 loan due from Mr. Sarkis against the $500,000 loan payable to him.
Page 41 of 46
42
(e) Prior to 1995, the Company engaged a firm to assist management in
the planning and execution of a financial and operational reorganization of the
Company. As compensation for its services, the Company agreed to a success fee,
in addition to the basic fee, to grant options to acquire common stock totaling
6% of the total of the Company's capital stock at $3 per share (the "success
fee" option). The success fee also stipulated that the principle of such firm,
who was a director of the Company, would be required to return options to
purchase 25,000 shares of the Company's common stock if the success fee options
are exercised.
Page 42 of 46
43
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
Included under Item 8 in Part II of this report:
Report of Independent Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders' Equity
(Deficiency)
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
All financial statement schedules are omitted because they are not
applicable or the required information is shown in the consolidated
financial statements or notes thereto.
(3) Exhibits
3.1 Certificate of Incorporation of the Company.(1)
3.2 Amendment, dated May 15, 1987, to the Certificate of Incorporation
of the Company.(4)
3.21 Amendment, dated November 2, 1995, to the Certificate of
Incorporation of the Company.(9)
3.3 Bylaws of the Company.(1)
4.1 Indenture, dated as of August 15, 1987, between the Company and
State Street Bank and Trust Company, as trustee, relating to the
Company's Subordinated Notes.(2).
4.2 Supplemental Indenture, dated as of March 16, 1988, between the
Company and State Street Bank and Trust company, as trustee.(4)
10.7 Collective Bargaining Agreement between Wonderland Greyhound Park,
Inc. and Local 103 - Electrical Workers, dated November 12,
1986.(2)
10.8 Retirement arrangement with James F Kelley.(5)
10.9 Loan Agreement dated May 15, 1992, in connection with a loan from
the MSCGAF Realty Trust, together with a promissory note and a
mortgage and security agreement.(6)
10.10 Term Loan Agreement, dated August 24, 1992 in connection with a
loan from First Trade Union Savings Bank, FSB, together with a term
promissory note, a pledge and security agreement and with a
Modification Agreement, dated August 27, 1992.(6)
10.11 Creditor Trust and Settlement Agreement dated September 29, 1992,
in connection with a settlement with certain trade creditors,
together with a promissory note and a creditors trust security
agreement.(6)
Page 43 of 46
44
10.12 Totalisator Service Agreement, dated August 30, 1991, in connection
with an exclusive service contract, together with an amendment and
extension agreement dated April 2, 1992.(6)
10.13 Contract dated November 20, 1992, in connection with services to be
provided to the Company by an entity of which a former Director of
the Company is a principal, together with an amendment by letter
agreement, dated February 2, 1993.(6)
10.14 Collective Bargaining Agreement between the Company and United Food
and Commercial Workers' Union, Local 1445 AFL-CIO, CLC, dated June
1, 1993.(7)
10.15 Collective Bargaining Agreement between the Company and Local
25-Teamsters, effective January 1, 1993.(7)
10.16 Purchase and Sale Agreement dated December 14, 1993 between Back
Bay Restaurant Group, Inc. and The Westwood Group, Inc.(7)
10.17 Termination Agreement dated December 14, 1993 between Back Bay
Restaurant Group, Inc. and The Westwood Group, Inc. together with
termination of employee and administrative services agreement, a
termination of amended and restated tax sharing and indemnification
agreement, an amended and restated cross-indemnification agreement
and a mutual release.(7)
10.18 Loan Restructuring Agreement, dated as of July 1, 1993, between
certain subsidiaries of the Company and the MSCGAF Realty Trust, in
connection with the restructuring of $4,500,000 Term Loan, together
with Exhibits A through F of such agreement.(7)
10.19 Amendment, dated December 16, 1994, to Loan Restructuring Agreement
between certain subsidiaries of the Company and the MSCGAF Realty
Trust, in connection with the restructuring of $4,500,000 Term
Loan.(8)
10.20 Settlement of Litigation Agreement, dated October 12, 1994, between
Foxboro Park, Inc. and the trustee of the Creditor Trust and
Settlement Agreement, in connection with the restructuring of the
Creditor Trust and Settlement Agreement with related promissory
notes, dated July 7, 1994.(8)
10.21 Collective Bargaining Agreement between Wonderland Greyhound Park,
Inc. and Local 22 - Laborers' International Union, dated July 1,
1993.(8)
10.22 Collective Bargaining Agreement Extension between RFSC, Inc. and
Local 26 - Hotel and Restaurant Workers, effective January 1,
1994.(8)
10.23 Settlement Agreement between Wonderland Greyhound Park, Inc. and
Local 254 Service Employees International Union, dated September
19, 1994, in connection with a successor collective bargaining
agreement.(8)
10.24 Amendment to Term Note between certain subsidiaries of the Company
Page 44 of 46
45
and BBRG, dated March 17, 1995.(8)
10.25 Margin Account Client Agreement between Westwood Financial Group,
Inc. and Tucker Anthony Inc., dated May 19, 1994, together with a
side agreement detailing additional terms.(8)
10.26 Assignment for the Benefit of Creditors and Sharing Agreement
(Foxboro Harness).(10)
10.27 Assignment for the Benefit of Creditors and Sharing Agreement
(Foxboro Thoroughbred).(10)
10.28 Assignment for the Benefit of Creditors and Sharing Agreement
(Foxboro Park).(10)
10.29 Form of Executive Non-Qualified Stock Option Agreement.(10)
10.30 Form of Employee Non-Qualified Stock Option Agreement.(10)
10.31 Third Amendment to Term Note between certain subsidiaries of the
Company and BBRG, dated January 5, 1998.(10)
10.32 Voting and Shares Exchange Agreement, dated as of March 31, 1999.
(11)
10.33 Stock Purchase Agreement dated as of September 24, 1999 between
the Company and Charles Sarkis.(12)
10.34 Stock Repurchase Agreement dated as of September 24, 1999 between
the Company and BBRG.(13)
21 Subsidiaries of the Company (filed herewith).
27 Financial Data Schedule (filed herewith).
(1) Filed with the Company's Annual Report on Form 10-K for 1984 and
incorporated herein by reference.
(2) Filed with the Company's Registration Statement on Form S-2 No.
33-15344 filed on June 25, 1987 and incorporated herein by
reference. (3)
(3) Filed with the Company's Annual Report on Form 10-K for 1980 and
incorporated herein by reference.
(4) Filed with the Company's Annual Report on Form 10-K for 1987 and
incorporated herein by reference.
(5) Filed with the Company's Annual Report on Form 10-K for 1988 and
incorporated herein by reference.
(6) Filed with the Company's Annual Report on Form 10-K for 1992 and
incorporated herein by reference.
(7) Filed with the Company's Annual Report on Form 10-K for 1993 and
incorporated herein by reference.
(8) Filed with the Company's Annual Report on Form 10-K for 1994 and
incorporated herein by reference.
(9) Filed with the Company's Annual Report on Form 10-K for 1995 and
Page 45 of 46
46
incorporated herein by reference.
(10) Filed with the Company's Annual Report on Form 10-K for 1997 and
incorporated herein by reference.
(11) Filed with the Company's Annual Report on Form 10-K for 1998 and
incorporated herein by reference.
(12) Filed as an exhibit with Form 8-K, as filed by the Company on
October 12, 1999 and incorporated herein by reference.
(b) REPORTS ON 8-K.
The Company filed a report on Form 8-K on October 12, 1999, in connection
with the following transactions:
(i) the purchase of 450,518 shares of common stock in BBRG by Charles F.
Sarkis from the Company; and
(ii) the repurchase of 222,933 shares of common stock in BBRG by BBRG
from the Company.
This report included the following financial statements:
(i) the Company's Pro Forma Condensed Consolidated Balance Sheet at
June 30, 1999;
(ii) the Company's Pro Forma Condensed Consolidated Income Statement at
June 30, 1999; and
(iii) the Company's Pro Forma Condensed Consolidated Income Statement at
December 31, 1998.
SIGNATURES
Pursuant to the requirements of Sections 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.
THE WESTWOOD GROUP, INC.
/s/ Charles F. Sarkis
----------------------------
Charles F. Sarkis
Chairman of the Board
Date: March 31, 2000
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.
/s/ Charles F. Sarkis
Date: April 14, 2000 --------------------------------
Charles F. Sarkis
Chairman of the Board
/s/ Richard P. Dalton
Date: April 14, 2000 --------------------------------
Richard P. Dalton
President, Chief Executive
Officer and Director
(Principal financial and accounting officer)
/s/ Paul J. DiMare
Date: April 14, 2000 --------------------------------
Paul J. DiMare
Director
Page 46 of 46