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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-1590
THE WESTWOOD GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-1983910
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
190 V.F.W. Parkway
Revere, MA 02151
(Address of principal executive offices, 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 (Section229.405 of this chapter) 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. [X]
Indicate by check mark whether the registrant is an accelerated filed (as
defined in Rule 12b-24 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of June 17, 2002 was:
TOTAL NO. OF SHARES OF
COMMON STOCK HELD BY NON-
PRICING OF VOTING STOCK AFFILIATES AGGREGATE MARKET VALUE
- ----------------------- ------------------------- ----------------------
$0.80 228,310 (2) $182,648.00
(1) Reflects the price of shares of Common Stock, par value $0.01 per share,
traded on June 17, 2002, which is the last date the stock was traded prior to
the end of the most recently completed second fiscal quarter. The registrant's
Common Stock was removed from quotation through the NASDAQ system on July 29,
1988. There is no established trading market for the Company's 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 March 31, 2003 was as follows:
Common Stock, $.01 par value: 351,210
Class B Common Stock, $.01 par value: 912,015
ii
THE WESTWOOD GROUP, INC.
ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 10-K
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
ITEM 2. DESCRIPTION OF PROPERTY
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14. CONTROLS AND PROCEDURES
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
SIGNATURES
CERTIFICATION
EXHIBIT INDEX
Exhibit 21.1 List of Subsidiaries
Exhibit 23.1 Consent of Independent Auditors
Exhibit 99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
iii
FORWARD-LOOKING STATEMENTS
The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere in this
Annual Report on Form 10-K. Certain statements contained throughout this Annual
Report 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.
References to "we," "us," "our," the "Company," "Westwood" or the
"Westwood Group" refer to The Westwood Group, Inc., and in some cases, its
subsidiaries, as well as all predecessor entities. Our principal executive
offices are located at 190 V.F.W. Parkway, Revere, Massachusetts, 02151, and our
telephone number is (781) 284-2600.
PART I
ITEM 1. BUSINESS
(a) General
The Westwood Group, Inc. 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 ("Wonderland" or
"Wonderland Park"), a pari-mutuel greyhound racing facility located in Revere,
Massachusetts. Until July 1997, the Company also operated a pari-mutuel harness
racing facility located in Foxboro, Massachusetts. (See Item 3, "Legal
Proceedings").
(b) Business Segments
The Company operates solely in the pari-mutuel greyhound racing industry.
(c) Description of Business
The Company's wholly-owned subsidiary, Wonderland Greyhound Park, Inc.,
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 (2)
full service restaurants, a sports bar and other concession facilities at the
racetrack to serve patrons of Wonderland Park. The racetrack facility can
accommodate 10,000 patrons. The average attendance per day in 2002 was
approximately 801 persons. The total attendance for the year was approximately
260,000 persons. The complex encompasses a total of approximately thirty-five
(35) acres, including paved and lighted parking which has capacity for
approximately 2,300 cars.
Wonderland was originally opened in 1935 and has operated continuously
from the same location since that time. Wonderland is authorized to conduct up
to 520 live matinee and evening performances during any calendar year. In
addition to conducting 324 live racing performances during 2002, Wonderland
provided its patrons with simulcast wagering from 52 various greyhound,
thoroughbred and harness tracks throughout the country. Wonderland also
broadcasts its simulcast signal to 90 locations throughout the country. The
Company is continuing its efforts to penetrate new markets into which it can
broadcast its signal and to develop new ways to provide quality racing
entertainment to its on-track patrons. See "Government Regulation" below for a
discussion of simulcast legislation.
1
The Company's annual revenues are mainly derived from the commissions that
it receives from wagers made by patrons 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 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 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. Finally, the Company
generates commission revenue from other tracks for all amounts wagered on its
product at their facilities. These commissions vary based upon contractual
arrangements.
The average gross pari-mutuel commission on live racing at Wonderland was
approximately 24% of each $1.00 wagered on track during 2002, 2001 and 2000. 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 Adoption Trust Fund and
Promotional Trust Fund.
The Commissioners of 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., was evicted from the Foxboro Raceway. (See Item 3, "Legal Proceedings").
As such, its operating results are reflected as discontinued operations.
In February 1998, the Company executed an Assignment for the Benefit of
Creditors for Foxboro Park, Inc., Foxboro Harness, Inc. and Foxboro
Thoroughbred, Inc. The assignment was executed to provide a mechanism for the
liquidation of its assets and the distribution of proceeds to its creditors.
(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 state
lottery, two (2) 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.
Furthermore, Wonderland is at a competitive disadvantage when compared
with other New England greyhound racetracks in that the simulcast legislation
only permits Wonderland to offer a very limited amount of simulcasting from
thoroughbred racetracks due to its proximity to the Suffolk Downs thoroughbred
racetrack.
In August 2000, animal rights activists were able to obtain the necessary
number of signatures in order to place a binding initiative petition to ban all
wagering on greyhound racing within Massachusetts effective June 1, 2001 on the
November 2000 Massachusetts ballot. If the initiative had passed, it would have
prohibited both live and simulcast wagering at The Westwood Group's Wonderland
racetrack facility, thus, in all likelihood, shutting down its principal
business. The campaign to defeat the ballot initiative was conducted jointly
with the dogtrack in Raynham, Massachusetts through a Ballot Question Committee
established in accordance with the campaign finance laws of Massachusetts.
Richard P. Dalton, The Westwood Group's President and Chief Executive Officer,
served as the chairman of the committee. This initiative was narrowly defeated
in the November 7, 2000 election. Despite the defeat of the initiative, the
animal rights activists remain active in their attempts to cause the Wonderland
racetrack to be permanently closed. Moreover, the advertising campaign directed
at banning greyhound racing has negatively affected the image of greyhound
racing.
2
(e) Government Regulation
Wonderland operates under an annual license granted after application to,
and public hearings by, the Massachusetts State 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 Massachusetts
State Racing Commission licenses certain key officials employed by Wonderland.
The failure to receive or retain the annual racing license would have a material
adverse effect on our business.
Alcoholic beverage control regulations require 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 relate
to 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.
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 have a material adverse effect on the Company's results of
operations.
During 2001, the Company and the owners of other area racetracks worked to
enact legislation which would permit the Company and the other greyhound track
to continue to provide simulcast broadcasting of thoroughbred racing on a much
more frequent basis, as well as providing for a decrease in the pari-mutuel
taxes paid to the Commonwealth and that the funds available from the pari-mutuel
tax decrease be made available for increases in purses and the Greyhound Capital
Improvement and Promotional Trust Funds as well as the establishment of a
Greyhound Adoption Fund and the implementation of an off-track betting system.
On November 17, 2001, the "Act Providing for Improvements to the Horse and
Greyhound Racing Industry in the Commonwealth and the Regulation Thereof" was
signed into law by the then acting governor of Massachusetts. Under this
statute, the Company and the other area racetracks are permitted to continue to
provide simulcast broadcasting of thoroughbred racing to their patrons until
December 2005. The new legislation also provides that the Company is required to
pay premiums for the right to simulcast out-of-state thoroughbred and harness
racing ranging from 3% to 7% for the benefit of the purse accounts at the
Commonwealth's two commercial horse racetracks. In addition to the extension and
expansion of simulcast broadcasting, this statute provides for a "purse pool,"
which will be funded by taxes, fees and assessments with a minimum of $400,000
being credited to the purse accounts of each racetrack with any remaining
portion being apportioned among the racetracks pursuant to a formula to be
devised by the State Racing Commission. All unclaimed simulcast wagers collected
at each racetrack are to be deposited with the Massachusetts State Racing
Commission for payment to the purse accounts of the individual racetracks
responsible for such unclaimed wagers. During 2001, the Company received a
one-time grant of $300,035 from the Commonwealth for the purpose of funding
capital improvements and repairs to its facility and equipment. Finally, the
statute authorizes account wagering at each of the individual racetracks and
establishes a nine member special commission to study the feasibility of an
off-track betting program in Massachusetts.
Despite the enactment of this legislation and the potential for increase
in cash flow from such legislation, management does not believe that this
legislation in its current state has or will materially benefit the Company's
overall racing operations.
Management has worked diligently over the past decade in attempting to
convince the governors and the Massachusetts state legislature of the need to
allow the Commonwealth's commercial racetracks to offer their patrons expanded
gaming opportunities. While various legislation was introduced, including for
the upcoming legislative session, the Massachusetts state legislature took no
action on gaming in the years 2000, 2001, and 2002. On October 3, 2002, the then
acting Governor of Massachusetts issued an executive order establishing an
exploratory
3
commission to study and report on the potential impact, both positive and
negative, of the potential expansion of legalized gaming in Massachusetts. This
commission held public hearings in four locations throughout the Commonwealth
and reported its findings to the Governor on December 31, 2002.
The work of this commission was divided among four subcommittees. Each
subcommittee was assigned to focus exclusively on the potential regulatory,
economic development, fiscal or social and cultural impact of the expansion of
gaming, respectively. The report describes the findings of each subcommittee
with respect to each area to which it was assigned. This commission's report did
not recommend that the Governor and/or the state legislature enact legislation
that would expand gaming, but instead focuses on the various ways that the
expansion of legalized gaming could possibly impact, both negatively and
positively, the Commonwealth and its citizens.
Management is unable to predict what, if any, impact this report will have
on the overall prospects for the enactment of legislation in Massachusetts to
expand legalized gaming. There is no assurance that the release of this report
will prompt or thwart the introduction or enactment of such legislation. This is
not the first time a commission of this type had been formed. Over the past
decade, when similar commissions have proposed the introduction of gaming
legislation, numerous bills have been introduced, but legislation has never been
enacted despite being supported of by the then Governor of The Commonwealth of
Massachusetts and certain state legislators. Moreover, there is no assurance
that newly elected Governor Romney or the state legislature will adopt the
findings of this commission.
According to published newspaper accounts, Governor Romney has directed
his Chief of Commerce and Labor, Robert Pozen, to conduct an independent
analysis of the possible expansion of gaming, which is not anticipated to be
completed until some time in the spring of 2003. In addition, according to such
newspaper accounts, Governor Romney is considering introducing legislation to
allow video slot machines at two to four unspecified sites in the Commonwealth
with five-year licenses to be auctioned to the highest bidders. In a recent
hearing of the Government Regulations Committee of the Massachusetts House of
Representatives, Mr. Pozen, on behalf of the Romney administration, stated that
7,200 slot machines at three unspecified sites could raise as much as $300
million annually in additional state tax revenues. At this same hearing, a
number of other of gaming-related proposals were discussed. According to
published newspaper accounts, on April 15, 2003, the House of Representatives
will debate two gaming bills related to permitting slot machines at the
Commonwealth's four racetracks and authorizing slot machines and full-scale
casinos. According to newspaper accounts, the Government Regulations Committee
has recommended that both gaming bills be defeated.
If Governor Romney and/or the state legislature determines to introduce or
enact legislation in 2003 to expand gaming, the process to enact gaming
legislation could take a number of months, and it is impossible to predict the
nature of any such legislation and whether the Westwood Group would in fact
benefit from such legislation if ultimately enacted.
(f) Employees
At March 31, 2003, the Company employed approximately 350 persons.
ITEM 2. DESCRIPTION OF PROPERTY
The racetrack facilities, which are located in Revere, Massachusetts,
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. Wonderland Greyhound Park is mortgaged to secure the indebtedness owed
under a term loan to the Boston Federal Savings Bank. (See Item 7, "Liquidity
and Capital Resources," and Note 3 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 involved in various legal proceedings that arise in the
ordinary course of its business.
4
In 1996, litigation ensued between Foxboro Realty Associates, LLC, et al.
and the Company, its subsidiary Foxboro Park, Inc., et al. in Norfolk Superior
Court in Massachusetts, over Foxboro Park's right to occupy Foxboro Raceway. The
Court issued an execution pursuant to which Foxboro Park was evicted from the
racetrack on July 31, 1997. The parties appealed to the Massachusetts Appeals
Court on January 27, 1998.
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. On January 30, 2001, the above-mentioned cases were settled without
monetary damages to either party.
In January 2001, the Company lost at arbitration a claim brought against
it by a former totalisator vendor. The judgment amount was $468,000. This amount
has been recorded in "Other income (expense), net" as of the fourth quarter of
2000 and fully accrued in current liabilities. As of December 31, 2001, the
judgment amount, plus accrued interest thereon, totaled $538,000. The
arbitrator's decision was appealed to the United States Federal District Court
in Massachusetts and overturned. The former vendor appealed the District Court
decision to the United States Federal Circuit Court of Appeals, which upheld the
arbitrator's original decision. The case was returned to the United States
Federal District Court where a judgment was entered. The parties have negotiated
a settlement agreement which provides for an aggregate payment in the amount of
$603,534 to be paid by the Company in weekly installments ranging from $1,374 to
$2,000, with the remaining balance due and payable on April 1, 2003. The Company
paid remaining balance on September 3, 2002 in connection with entering into its
new credit facility with Boston Federal Savings Bank (See Item 7 under the
caption "Liquidity and Capital Resources" for a description of the credit
facility) with Boston Federal Savings Bank.
On March 18, 2003, the Company received an Administrative Complaint and Ex
Parte Motion for a Temporary Order to Cease and Desist from the Secretary of the
Commonwealth, Securities Division of The Commonwealth of Massachusetts, one day
prior to the date of the special meeting of the stockholders to approve a
proposed reverse stock split, which, if approved, would have resulted in the
Company changing its status from a public company to a private company (See Item
7 under the caption "Liquidity and Capital Resources" for a description of the
proposed reverse stock split). The Administrative Complaint, which was prompted
by the receipt by the Massachusetts Securities Division of an anonymous letter
from a Company stockholder, claims that the Westwood Group failed to disclose
certain information to the stockholders in the Company's Proxy Statement, which
the Division alleges to be "material." The stockholders' meeting scheduled for
March 19, 2003, in order to approve the proposed going private transaction, was
adjourned in order to permit the Company to address this matter. On April 8,
2003, the Company filed an answer in response to the Administrative Complaint
denying each of the allegations set forth in the Administrative Complaint. A
hearing to address the Ex Parte Motion for a Temporary Order to Cease and Desist
has been scheduled for the end of April 2003.
On April 1, 2003, a class action complaint was filed by a stockholder of
the Company, Joseph I. Messina, against the Westwood Group and the Company's
Board of Directors in the Court of Chancery in the State of Delaware seeking to
enjoin the proposed reverse stock split on the basis that is not fair to the
stockholders and that the proxy statement omits information that Mr. Messina
alleges to be "material". The Company disputes all of the allegations set out in
the Complaint and will take appropriate action to address this Complaint.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of 2002, there were no matters submitted to a
vote of the securities holders, through the solicitation of proxies or
otherwise.
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.
The Company's Common Stock is traded on the pink sheets. The following table
sets forth for the periods indicated the high and low sales prices.
Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not necessarily represent actual transactions.
Fiscal year ended December 31, 2002, the sales prices per share of Common Stock
are as follows:
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
High $0.80 $1.10 $1.25 $7.00
Low $0.80 $0.80 $0.80 $0.51
Fiscal year ended December 31, 2001, sales prices per share of Common Stock are
as follows:
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
High $0.75 $1.00 No Sales $0.85
Low $0.75 $0.75 No Sales $0.85
During the first quarter of 2003 through March 17, 2003, our common stock traded
at prices ranging from a low sales price of $3.10 to a high sales price of
$8.00.
(b) Approximate Number of Record Holders of Common Stock and Class B Common
Stock
Number of Record Holders As Of
Title or Class March 31, 2003
- -------------- -------------------------------
Common Stock - par value $.01 425
Class B Common Stock - par value $.0 11
(c) Dividend History
No dividends were declared by the Company on its Common Stock during 2002,
2001, or 2000. 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
Common Stock or Class B Common Stock in the immediate future.
6
(d) Securities Authorized for Issuance Under Equity Compensation Plans
This table provides certain information as of December 31, 2002, with
respect to our equity compensation plans:
Number of Securities Weighted average Number of
to be issued upon exercise price securities
exercise of of outstanding Remaining
outstanding options, options, warrants available for
warrants and rights and rights Future issuance
Plan Category (a) (b) (c)
- -------------------------------------------------- ------------------- ----------------- ---------------
Equity compensation plans approved by security
holders 0 N/A 0
Equity compensation plans not approved by security
holders 113,573(1) $3.00 0
Total 113,573 $3.00 0
(1) Options for 92,500 shares of the Company's Common Stock were granted
pursuant to individual compensation agreements, which are described under Item
11 under the caption "Stock Option Agreement." A former director of the Westwood
Group has the right to receive an estimated 21,073 shares of the Company's
Common Stock (See Item 13).
ITEM 6. SELECTED FINANCIAL DATA
The following data insofar as it relates to the three fiscal years ended
December 31, 2000 through December 31, 2002 has been derived from the
Consolidated Financial Statements appearing herein, including the Consolidated
Balance Sheets as of December 31, 2002 and 2001 and the related Consolidated
Statements of Operations for each of the three years in the period ended
December 31, 2002. The data insofar as it relates to the Consolidated Balance
Sheets as of December 31, 2000, 1999 and 1998 and the Consolidated Statement of
Operations for the fiscal years ended December 31, 1999 and 1998 have been
derived from our historical financial statements of those periods.
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------------
2002 2001 2000 1999 1998
----------- ----------- ----------- ----------- -----------
CONSOLIDATED STATEMENT OF (Dollars in Thousands Except Per Share and Share Amounts)
OPERATIONS DATA
Operating revenue $ 15,794 $ 16,983 $ 17,671 $ 17,545 $ 18,971
----------- ----------- ----------- ----------- -----------
Expenses:
Operating expenses 15,881 15,847 16,749 16,361 17,506
Depreciation and amortization 642 536 524 584 700
----------- ----------- ----------- ----------- -----------
Total expenses 16,523 16,383 17,273 16,945 18,206
----------- ----------- ----------- ----------- -----------
Income (loss) from operations (729) 600 398 600 765
Interest expense, net (375) (515) (461) (499) (398)
Loss on sale of investment -- -- -- (1,809) --
Change in accounting estimate -- 1,058 -- -- --
7
Other income (expense), net (2) (31) (21) (693) 3 525
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes (1,135) 1,122 (756) (1,705) 892
Provision for income taxes 62 46 93 91 83
----------- ----------- ----------- ----------- -----------
Income (loss) from continuing operations before
operations of discontinued harness racing
subsidiary (1,197) 1,076 (849) (1,796) 809
Gain from operations of discontinued
harness racing subsidiary (net of income
taxes of $20,400 in 1998) -- 351 353 -- 1,001
----------- ----------- ----------- ----------- -----------
Net income (loss) ($ 1,197) $ 1,427 ($ 496) ($ 1,796) $ 1,810
=========== =========== =========== =========== ===========
Basic per share data:
Income (loss) from continuing
operations ($ 0.95) $ 0.85 ($ 0.67) ($ 1.42) $ 0.63
Income from discontinued operations -- 0.28 0.28 -- 0.81
----------- ----------- ----------- ----------- -----------
Net income (loss) ($ 0.95) $ 1.13 ($ 0.39) ($ 1.42) $ 1.44
=========== =========== =========== =========== ===========
Weighted average common shares outstanding 1,263,225 1,263,225 1,263,225 1,263,225 1,261,252
=========== =========== =========== =========== ===========
Diluted per share data:
Income (loss) from continuing operations ($ 0.95) $ 0.85 ($ 0.67) ($ 1.42) $ 0.63
Income from discontinued operations -- 0.28 0.28 -- 0.78
----------- ----------- ----------- ----------- -----------
Net income (loss) ($ 0.95) $ 1.13 ($ 0.39) ($ 1.42) $ 1.41
=========== =========== =========== =========== ===========
Diluted weighted average common shares
outstanding 1,263,225 1,263,225 1,263,225 1,263,225 1,281,243
=========== =========== =========== =========== ===========
AS OF DECEMBER 31,
-------------------------------------------------------------------------
2002 2001 2000 1999 1998
----- ----- ----- ----- ------
CONSOLIDATED BALANCE SHEET DATA
Working capital (deficit) $ (376) $(1,201) $(2,186) $(1,543) $(3,381)
Total assets 7,127 6,913 7,780 9,413 13,369
Long-term debt (1) 5,531 3,772 4,096 4,392 5,551
Stockholders' equity (deficiency) (1,844) (405) (1,772) (1,259) 466
8
(1) Long-term debt at December 31, 2002, 2001, 2000, 1999 and 1998 excludes $96,
$324, $295, $273 and $351, respectively, of long-term debt reclassified as
current obligations (see Note 3 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. Other income
(expense), net contains income of approximately $157,000 and $525,000 from the
Company's investment in BBRG for 1999 and 1998, respectively.
(3) Interest expense is net of interest income of $7, $7, $25, $10 and $45 for
the years ended December 31, 2002, 2001, 2000, 1999, and 1998, respectively.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion and analysis of our financial condition
and results of operations together with "Selected Financial Data" and our
financial statements and related notes appearing elsewhere in this annual
report. This discussion and analysis contains forward-looking statements that
involve risks, uncertainties and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of many factors, including, but not limited to, those set forth under
"Results of Operations" and elsewhere in this annual report.
General
Wonderland currently conducts live racing seven (7) nights per week, April
through September, and six (6) nights per week throughout the rest of the year.
Wonderland also offers simulcast wagering afternoons and evenings throughout the
year. The table below illustrates certain key statistics for Wonderland for each
of the past three (3) years:
2002 2001 2000
---- ---- ----
Performances 324 333 350
Simulcast days 361 361 363
Pari-mutuel handle (millions)
Live-on track $ 16 $ 20 $ 23
Live-simulcast 30 34 40
Guest-simulcast 49 49 50
---- ---- ----
$ 95 $103 $113
==== ==== ====
Total attendance (thousands) 260 290 313
==== ==== ====
Average per capita on site wagering $252 $239 $233
==== ==== ====
Wonderland has been granted a license to conduct up to 520 racing
performances during 2003.
Results of Operations
During 2001, the Company and the owners of other area racetracks worked to
enact legislation which would permit the Company and the other greyhound track
to continue to provide simulcast broadcasting of thoroughbred racing on a more
frequent basis, as well as providing for a decrease in the pari-mutuel taxes
paid to the Commonwealth and that the funds available from the pari-mutuel tax
decrease be made available for increases in purses and the Greyhound Capital
Improvement and Promotional Trust Funds as well as the establishment of a
Greyhound Adoption Fund and the implementation of an off-track betting system.
On November 17, 2001, the "Act Providing for Improvements to the Horse and
Greyhound Racing Industry in the Commonwealth and the Regulation Thereof" was
signed into law by the acting governor of Massachusetts. Under this statute, the
Company and the other area racetracks are permitted to continue to provide
simulcast
9
broadcasting of thoroughbred racing to their patrons until December 2005. This
legislation also provides that the Company is to pay premiums for the right to
simulcast interstate thoroughbred and harness racing ranging from 3% to 7% for
the benefit of the purse accounts at the Commonwealth's two commercial horse
racetracks. In addition, to the extension and expansion of simulcast
broadcasting, this statute provides for a "purse pool," which will be funded by
taxes, fees and assessments with a minimum of $400,000 being credited to the
purse accounts of each racetrack with any remaining portion being apportioned
among the racetracks pursuant to a formula to be devised by the State Racing
Commission. All unclaimed simulcast wagers collected at each racetrack are to be
deposited with the Massachusetts State Racing Commission for payment to the
purse account of the individual racetracks responsible for such unclaimed
wagers. The Westwood Group also received a one-time grant of $300,035 during
2001 from the Commonwealth for the purpose of funding capital improvements and
repairs to its facility and equipment. Finally, the statute authorizes account
wagering at each of the individual racetracks and establishes a nine member
special commission to study the feasibility of an off-track betting program in
Massachusetts.
Despite the enactment of this legislation and the initial potential for an
increase in cash flow from such legislation, management does not believe that
this legislation has materially benefited the Company's overall racing
operations since November 2001.
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, the negative effect of the ballot initiative
on greyhound racing's image, 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. (See Item 1D, "Competition and Marketing").
Management has worked diligently over the past decade in attempting to
convince the Governors and the Massachusetts state legislature of the need to
allow the Commonwealth's commercial racetracks to offer their patrons expanded
gaming opportunities. While various legislation was introduced, including for
the upcoming legislative session, the Massachusetts state legislature took no
action on gaming in the years 2000, 2001, and 2002. On October 3, 2002, the then
acting Governor of Massachusetts issued an executive order establishing an
exploratory commission to study and report on the potential impact, both
positive and negative, of the potential expansion of legalized gaming in
Massachusetts. This commission held public hearings in four locations throughout
the Commonwealth and reported its findings to the Governor on December 31, 2002.
This commission's report did not recommend that the Governor and/or the state
legislature enact legislation that would expand gaming, but instead focuses on
the various ways that the expansion of legalized gaming could possibly impact,
both negatively and positively, the Commonwealth and its citizens.
According to published newspaper accounts, Governor Romney has directed
his Chief of Commerce and Labor, Robert Pozen, to conduct an independent
analysis of the possible expansion of gaming, which is not anticipated to be
completed until some time in the spring of 2003. In addition, according to such
newspaper accounts Governor Romney is considering introducing legislation to
allow video slot machines at two to four unspecified sites in the Commonwealth
with five-year licenses to be auctioned to the highest bidders. In a recent
hearing of the Government Regulations Committee of the Massachusetts House of
Representatives, Mr. Pozen, on behalf of the Romney administration, stated that
7,200 slot machines at three unspecified sites could raise as much as $300
million annually in additional state tax revenues. At this same hearing, a
number of other of gaming-related proposals were discussed. According to
published newspaper accounts, on April 15, 2003, the House of Representatives
will debate two gaming bills related to permitting slot machines at the
Commonwealth's four racetracks and authorizing slot machines and full-scale
casinos. According to newspaper accounts, the Government Regulations Committee
has recommended that both gaming bills be defeated.
If Governor Romney and/or the state legislature determines to introduce or
enact legislation in 2003 to expand gaming, the process to enact gaming
legislation could take a number of months, and it is impossible to predict the
nature of any such legislation and whether the Westwood Group would in fact
benefit from such legislation if ultimately enacted.
Operating Revenue for year ended December 31, 2002 compared to year ended
December 31, 2001
Total operating revenue including pari-mutuel commissions declined by 7%
or approximately $ 1.2 million to $15.8 million in 2002 as compared to $17.0
million in 2001. Total handle decreased by 8% in 2002 to $95 million as compared
to $103 million in 2001. Live-on track handle decreased by $4 million or 20% in
2002 to $16.0 million
10
as compared to $20.0 million in 2001, while live-simulcast handle decreased by
$4 million or 11% in 2002 to $30 million compared to $34.0 million in 2001.
Guest-simulcast handle remained unchanged from 2001 to 2002.
Wonderland had nine fewer live racing performances in 2002 for a total of
324 live performances as compared to 333 live performances in 2001, with a 10%
decrease in attendance between 2002 and 2001. Concessions revenue increased 5%
to $1.6 million in 2002 from $1.5 million in 2001. Concessions revenue consists
of food, beverage, program sales, and advertising income.
Other operating revenue declined by 29% to $1.4 million in 2002 from $2.0
million in 2001. Pari-mutuel commissions for the year ended December 31, 2002
included approximately $124,000 deposited into the Greyhound Capital
Improvements Trust Fund, $80,000 into the Greyhound Adoption Fund, and $204,000
into the Greyhound Promotional Trust Fund. During same period of 2001, such
amounts were $244,000, $0, and $246,000, respectively. These funds are
maintained through remittance by Wonderland of a percentage of the handle that
is retained by Wonderland after payment to bettors. Reimbursement is
periodically approved by The Commonwealth of Massachusetts to the extent that
the trust fund balance equals or exceeds the reimbursements for which the
Company applied.
Operating Revenue for year ended December 31, 2001 compared to year ended
December 31, 2000
Total operating revenue including pari-mutuel commissions declined by 4%
or approximately $ 700,000 in 2001 to $17.0 million as compared to $17.7 million
in 2000. Total handle in 2001 was $103 million as compared to $113 million in
2000. Live-on track handle decreased by $3 million or 13% in 2001 to $20.0
million as compared to $23.0 million in 2000, while live-simulcast handle
decreased by $6 million or 15% to $34.0 million. Guest-simulcast handle
decreased by approximately $1.0 million or 2% in 2001 to $49.0 million as
compared to $50.0 million in 2000.
Wonderland had seventeen (17) fewer live racing performances in 2001 for a
total of 333 live performances as compared to 350 live performances in 2000,
with a 7% decrease in attendance between 2001 and 2000. Concessions revenue
decreased slightly to $1.5 million in 2001 from $1.6 million in 2000.
Concessions revenue consists of food, beverage, program sales, and advertising
income. Other operating revenue remained essentially unchanged compared to 2000.
Operating Expenses for the year ended December 31, 2002 compared to year ended
December 31, 2001
Total operating expenses were $16.5 million and $16.4 million in 2002 and
2001, respectively. Purse expense declined by 7% because of the decline in
on-track handle. Purse expense is determined by contractual agreement with the
dog owners and statutory requirements of The Commonwealth of Massachusetts based
upon on-track handle. During 2002, administrative and operating expenses
increased by approximately $260,000 or 5% compared to the same period in 2001.
This increase was mainly the result of costs related to our going private
transaction.
Operating Expenses for the year ended December 31, 2001 compared to year ended
December 31, 2000
Total operating expenses were $16.4 million and $17.3 million in 2001 and
2000, respectively. Purse expense declined by 7% because of the decline in
on-track handle. Purse expense is determined by contractual agreement with the
dog owners and statutory requirements of The Commonwealth of Massachusetts based
upon on-track handle. During 2001, administrative and operating expenses
decreased by approximately $668,000 compared to the same period in 2000. When
deduction is made for $881,000 of expenditures on the ballot initiative during
2000, baseline administrative and operating expenses show an increase of
$213,000. This increase is primarily attributable to insurance and utility
costs. (See Item 1E, "Government Regulation").
Depreciation and Amortization
Depreciation and amortization increased in 2002 as compared to 2001 by
approximately $106,000 and increased by approximately $12,000 in 2001 from 2000.
The increase during 2002 was the result of extensive capital additions to the
track facility. The Company continues to replace capital items as they become
obsolete.
11
Interest Expense
Interest expense during 2002 declined by approximately $140,000 as the
result of lower average outstanding balances and advantageous refinancing of the
Company's long term debt.
During 2001, interest expense increased by approximately $54,000 as
compared to 2000. The increase was the result of interest accrued on a
litigation settlement with a totalisator vendor whose amount became known at the
end of 2001.
Other Income (Expense)
During 2001, the Company realized $1,058,007 in income from a change in
accounting estimate related to a long-term liability. In the event that the
Company had not realized this $1,058,007, its income from continuing operations
would have been $18,000 in 2001.
In January 2001, the Company lost at arbitration a claim brought against
it by a former totalisator vendor. The judgment amount was $468,000. This amount
was recorded as "other expense" during the year ended December 31, 2000.
Provision For Income Taxes
The Company's provision for income taxes was less than the statutory
federal tax rate of 34% during 2002, 2001, and 2000 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 $62,000
in 2002, $46,000 in 2001, and $94,000 in 2000 consists of 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
(2) evenings and two (2) matinees per week, while simulcasting afternoons and
evenings through July 1997. (See Item 3, "Legal Proceedings;" and Note 4 of
Notes to Consolidated Financial Statements). In 2001 and 2000, the Company
recognized gains of $351,000 and $353,000 resulting from the reduction of
liabilities related to discontinued operations.
Liquidity and Capital Resources
At December 31, 2002, the Company had a working capital deficit of
approximately $376,000, and a stockholders' deficit of approximately $1.8
million. 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 cash and cash equivalents totaled approximately $114,000 at
December 31, 2002, compared with $12,000 at December 31, 2001. The Company
generated a cash deficit from operations of approximately $ 520,000 during 2002
as compared to a deficit of $143,000 during 2001. Non-cash items included in the
Company's net loss in 2002 consist of depreciation and amortization expense of
$642,000. Changes in working capital accounts including restricted cash,
accounts payable and other accrued liabilities generated approximately $275,000
of cash in 2002. Net cash used in investing activities in 2002 of approximately
$405,000 primarily represents additions to property, plant and equipment.
On September 3, 2002, Wonderland Greyhound Park Realty, LLC, a subsidiary
of the Company, entered into a $6,500,000 Loan, Reimbursement and Security
Agreement with Boston Federal Savings Bank. This loan is collateralized by a
mortgage on all real and personal property located at Wonderland Greyhound Park.
A portion of the proceeds from this loan transaction was used to refinance the
Company's then existing credit facility with Century Bank and Trust Company. The
Company is the guarantor of the loan from Boston Federal Savings Bank. Financing
activities in 2002 generated approximately $1.0 million of cash in the course of
the refinancing of the Company's long-term debt.
12
The Company is currently undertaking a capital improvements program to
improve its track and patron facilities. It is anticipated that these
expenditures will be fully funded by the Capital Improvement Trust Fund and a
grant program contained in the racing legislation enacted in November 2001. The
Company received a short-term working capital advance from Charles F. Sarkis,
Chairman of the Company, of $300,000 in March 2002. This funding accrued
interest at a rate of 12% and was repaid with a portion of the proceeds received
in connection with the loan transaction with Boston Federal Savings Bank.
The Company believes that it will generate enough cash from operations to
satisfy its anticipated obligations during 2003.
On February 13, 2003, the Company filed a Definitive Proxy Statement and
an accompanying Schedule 13E-3 with the Securities and Exchange Commission in
order to effectuate a 1,500 for 1 reverse stock split of its capital stock. If
the proposed reverse stock split had been approved by a majority of the voting
power of the Company's stockholders, then holders of less than 1,500 shares
immediately prior to such meeting would have been cashed out at a per share
purchase price equal to $4.00, thereby reducing the number of its stockholders
to under 300 and, consequently, allowing the Company to change its status from a
public company to a private company. This would have relieved the Company of the
administrative burden and cost and competitive disadvantages associated with
filing reports and otherwise complying with the requirements of registration
under the Federal securities laws and to permit small stockholders to receive
liquidity for their shares without having to pay brokerage commissions. The
proposed reverse stock split would have (i) caused the Westwood Groups to redeem
shares held by approximately 400 holders of record of Common Stock, (ii)
retained record holders who hold 1,500 or more shares of Common Stock or Class B
Common Stock, (iii) reduced the number of shares, on a pro-rata basis, held by
the holders of record who hold 1,500 or more shares of Common Stock or Class B
Common Stock, and (iv) changed the percent of outstanding Common Stock held by
the remaining stockholders to 100%. Assuming the completion of the proposed
reverse stock split and change in its status from a public company to a private
company, the Company would have promptly thereafter initiated a tender offer for
additional shares of its capital stock in order to provide those stockholders
who would not have received a cash payment in connection with the proposed
reverse stock split the opportunity to tender one post-reverse stock split share
in return for $6,000, which amount reflects the highest payment to be received
by any stockholder as a result of the consummation of the proposed reverse stock
split.
The special meeting of the Company's stockholders scheduled for March 19, 2003
was adjourned so that the Company could address allegations raised by the
Massachusetts Securities Division in an Administrative Complaint and a lawsuit
brought by a stockholder in Delaware Chancery Court (See Item 3, "Legal
Proceedings"). Accordingly, the proposed going private transaction was not
consummated.
Racing Subsidiary
In order to meet the requirements for renewal of racing licenses in 2004,
the Company's racing subsidiary must demonstrate that among other criteria, 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 sufficient financial stability in the application for a 2004 racing
license, the Company cannot assure you 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
2004 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.
Critical Accounting Policies
Our accounting policies are disclosed in the Notes to the Financial
Statements in this annual report. The more critical of these policies are
described in the following paragraphs below.
13
Revenue Recognition
The Company's annual revenues are mainly derived from the net commission
that it receives from wagers made by patrons during its live-on track racing
performances, live and guest-simulcast racing performances and from admission
and concession charges at such performances. Inter-track receivables and
payables are dependent on the accuracy of an independent totalisator vendor.
This vendor's system has been independently reviewed and deemed reliable.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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. Estimates that could impact on the Company's
results of operations include those relating to settlement of liabilities
related to discontinued operations, contractual obligations and other accrued
expenses. Actual results could differ from those estimates.
Credit Facilities, Debt and Lease Payment Commitments
During 2002, we repaid our outstanding debt with Century Bank and Trust
Company with the proceeds we received from a term loan with Boston Federal
Savings Bank. Under the Boston Federal Savings Bank term loan, we can borrow up
to $6,500,000. As of December 31, 2002, we had borrowed a total $5,650,000 and
$850,000 was available for future use. Of the available amount, $600,000 may be
used for working capital purposes and $250,000 may be used to assist the Company
for transaction costs to become a private company. Borrowings under the term
loan bear interest at 6.5%. The term loan requires 34 monthly payments of
principal and interest of $38,252. The final payment of $5,356,673 is due on
September 1, 2005.
Totalisator equipment rent (which is primarily based on the handle per
performance) was approximately $335,000, $342,000 and $292,000 in 2002, 2001 and
2000, respectively. Future minimum lease payments are due at amounts calculated
as a percentage of our total handle amounts. We are also liable for numerous
operating leases for automobiles and other operating equipment. The future
minimum lease commitments relating to these noncancelable operating leases as of
December 31, 2002 are not material.
New Accounting Standards
In April 2002, the FASB issued Statement No. 145, "Rescission of
Statements No. 4, 44 and 64, Amendment of SFAS Statement No. 13, and Technical
Corrections." SFAS 145 requires that gains and losses from extinguishment of
debt be classified as extraordinary items only if they meet the criteria in
Accounting Principles Board Opinion No. 30. Applying the provisions of Opinion
No. 30 will distinguish transactions that are unusual and infrequent and meet
the criteria for classification as an extraordinary item. SFAS No. 145 is
effective beginning January 1, 2003. Management does not believe the adoption of
SFAS No. 145 will have a significant impact on the consolidated financial
statements.
On July 30, 2002, the FASB issued Statement No. 146, "Accounting for the
Costs Associated with Exit or Disposal Activities." This statement requires
companies to recognize costs associated with exit or disposal activities only
when liabilities for those costs are incurred rather than at the date of a
commitment to an exit or disposal plan. SFAS No. 146 also requires companies to
initially measure liabilities for exit and disposal activities at their fair
values. SFAS No. 146 replaces Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)"
and EITF No. 88-10, "Costs Associated with Lease Modification or Termination."
The provisions of SFAS No. 146 are effective for exit or disposal activities
that are initiated after December 31, 2002. The Company believes the adoption of
this statement will not have a material impact on its operations.
In December 2002, the Financial Accounting Standard Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and
Disclosure - an amendment of SFAS Statement No. 123" ("SFAS 148"). This
statement amends SFAS 123 to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure requirements
of SFAS 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS 148
also requires that those effects be disclosed more prominently by specifying the
form, content, and location of those disclosures. We have adopted the increased
disclosure requirements of SFAS 148 for the fiscal year ended December 31, 2002.
We will continue to use the intrinsic value method of accounting for stock-based
employee compensation.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company has no material exposure to market risk that could affect its
future results of operations and financial condition. Risks and uncertainties,
including those not presently known to us or that we currently deem
14
immaterial, may impair our business. The Company does not use derivative
products and does not have any material unhedged monetary assets. (See Item 7,
"Liquidity and Capital Resources").
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
CONSOLIDATED FINANCIAL STATEMENTS:
Balance sheets
Statements of operations
Statements of changes in stockholders' deficiency and
comprehensive income (loss)
Statements of cash flows
Notes to consolidated financial statements
15
REPORT OF INDEPENDENT CERTIFIED PUBLIC 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, 2002 and 2001 and the related
consolidated statements of operations, changes in stockholders' deficiency and
comprehensive income (loss) and cash flows for each of the three years in the
period ended December 31, 2002. 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 conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance 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, 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, 2002 and 2001, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.
/s/ BDO Seidman, LLP
---------------------------------
Boston, Massachusetts
March 26, 2003 (except for the matter discussed in Note 6
as to which the date is April 1, 2003)
16
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
December 31, 2002 2001
- ------------ ------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 114,327 $ 12,355
Restricted cash 376,279 345,294
Escrowed cash 294,996 180,608
Accounts receivable 20,781 42,825
Notes receivable from officers, short-term portion (Note 10) 1,137,572 468,939
Prepaid expenses and other current assets 134,583 136,730
------------ ------------
Total current assets 2,078,538 1,186,751
------------ ------------
PROPERTY, PLANT & EQUIPMENT (Note 3):
Buildings and building improvements 19,094,811 18,663,406
Machinery and equipment 4,848,183 4,697,751
Land 348,066 348,066
------------ ------------
24,291,060 23,709,223
Less accumulated depreciation and amortization (19,534,414) (18,942,335)
------------ ------------
Net property, plant and equipment 4,756,646 4,766,888
------------ ------------
OTHER ASSETS:
Deferred financing costs, less accumulated amortization
of $33,214 and $121,432 at December 31, 2002
and 2001, respectively 265,723 60,716
Notes receivable from officers, less short-term portion (Note 10) -- 847,593
Other assets, net 26,379 51,171
------------ ------------
Total other assets 292,102 959,480
------------ ------------
Total assets $ 7,127,286 $ 6,913,119
============ ============
See accompanying notes to consolidated financial statements.
17
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2002 2001
- ------------ ------------ ------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and other accrued liabilities (Notes 2, 5 and 6) $ 1,749,997 $ 1,452,237
Outstanding pari-mutuel tickets 608,226 611,107
Current maturities of long-term debt (Note 3) 96,072 324,525
------------ ------------
Total current liabilities 2,454,295 2,387,869
LONG-TERM DEBT, less current maturities (Note 3) 5,531,302 3,772,186
ACCRUED EXECUTIVE BONUS, long-term portion -- 54,352
OTHER LONG-TERM LIABILITIES (Notes 5 and 9) 985,827 1,104,145
------------ ------------
Total liabilities 8,971,424 7,318,552
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 6 and 9)
STOCKHOLDERS' DEFICIENCY (Note 7):
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 (6,790,916) (5,593,645)
Accumulated other comprehensive loss (496,285) (254,851)
Cost of 1,593,199 common and 600 Class B common
shares in treasury (7,964,782) (7,964,782)
------------ ------------
Total stockholders' deficiency (1,844,138) (405,433)
------------ ------------
Total liabilities and stockholders' deficiency $ 7,127,286 $ 6,913,119
============ ============
See accompanying notes to consolidated financial statements.
18
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2002 2001 2000
- ----------------------- ------------ ----------- ------------
OPERATING REVENUE:
Pari-mutuel commissions $ 12,822,610 $13,496,411 $ 14,215,269
Concessions 1,560,020 1,490,150 1,565,250
Other 1,411,168 1,996,224 1,890,289
------------ ----------- ------------
Total operating revenue 15,793,798 16,982,785 17,670,808
------------ ----------- ------------
OPERATING EXPENSES:
Wages, taxes and benefits 6,373,593 6,394,118 6,302,820
Purses 3,527,732 3,807,916 4,108,685
Cost of food and beverage 511,658 437,421 461,648
Administrative and operating 5,468,127 5,208,220 5,876,152
Depreciation and amortization 641,504 535,633 523,545
------------ ----------- ------------
Total operating expenses 16,522,614 16,383,308 17,272,850
------------ ----------- ------------
INCOME (LOSS) FROM OPERATIONS (728,816) 599,477 397,958
------------ ----------- ------------
OTHER INCOME (EXPENSE):
Interest expense, net of interest income of approximately
$7,000, $7,000 and $25,000, respectively (375,068) (514,632) (461,078)
Other expense, net (Notes 5, 6 and 10) (31,348) (20,459) (692,740)
Change in accounting estimate (Note 11) -- 1,058,007 --
------------ ----------- ------------
Total other income (expense) (406,416) 522,916 (1,153,818)
------------ ----------- ------------
INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR
INCOME TAXES (1,135,232) 1,122,393 (755,860)
PROVISION FOR INCOME TAXES (Note 8) 62,039 46,386 93,605
------------ ----------- ------------
INCOME (LOSS) FROM CONTINUING OPERATIONS (1,197,271) 1,076,007 (849,465)
GAIN FROM DISCONTINUED HARNESS RACING SUBSIDIARY (Note 4) -- 351,000 353,420
------------ ----------- ------------
NET INCOME (LOSS) $ (1,197,271) $ 1,427,007 $ (496,045)
============ =========== ============
BASIC AND DILUTED PER SHARE DATA:
Income (loss) from continuing operations $ (.95) $ 0.85 $ (0.67)
Income from discontinued operations -- 0.28 0.28
------------ ----------- ------------
Net income (loss) $ (.95) $ 1.13 $ (0.39)
============ =========== ============
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 1,263,225 1,263,225 1,263,225
============ =========== ============
See accompanying notes to consolidated financial statements.
19
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
AND COMPREHENSIVE INCOME (LOSS)
Years ended December 31, 2002, 2001 and 2000
Class B Additional Other Total
Common Common Paid-in Accumulated Comprehensive Treasury Stockholders'
Stock Stock Capital Deficit Loss Stock (Deficiency)
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 1999 $ 19,444 $ 9,126 $13,379,275 $(6,524,607) $ (177,890) $(7,964,782) $(1,259,434)
COMPREHENSIVE LOSS:
Net loss -- -- -- (496,045) -- -- (496,045)
Pension liability adjustment -- -- -- -- (16,347) -- (16,347)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total comprehensive loss (512,392)
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 2000 19,444 9,126 13,379,275 (7,020,652) (194,237) (7,964,782) (1,771,826)
COMPREHENSIVE INCOME :
Net income -- -- -- 1,427,007 -- -- 1,427,007
Pension liability adjustment -- -- -- -- (60,614) -- (60,614)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total comprehensive income 1,366,393
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 2001 19,444 9,126 13,379,275 (5,593,645) (254,851) (7,964,782) (405,433)
COMPREHENSIVE LOSS:
Net loss -- -- -- (1,197,271) -- -- (1,197,271)
Pension liability adjustment -- -- -- -- (241,434) -- (241,434)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total comprehensive loss (1,438,705)
----------- ----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 2002 $ 19,444 $ 9,126 $13,379,275 $(6,790,916) $ (496,285) $(7,964,782) $(1,844,138)
=========== =========== =========== =========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
20
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(NOTE 13)
Years ended December 31, 2002 2001 2000
- ------------------------ ----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(1,197,271) $ 1,427,007 $ (496,045)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Gain from discontinued harness racing subsidiary -- (351,000) (353,420)
Depreciation and amortization 641,504 535,633 523,545
Change in accounting estimate -- (1,058,007) --
Minimum pension liability adjustment (241,434) (60,614) (16,347)
Loss on disposal of fixed assets 2,552 -- --
Changes in operating assets and liabilities:
Decrease (increase) in restricted cash (30,985) 10,321 286,178
Decrease (increase) in escrowed cash (114,388) (100,567) 20,469
Decrease (increase) in accounts receivable 22,044 45,381 (47,334)
Decrease (increase) in prepaid expenses and other current assets 250,835 (28,360) 1,620
Decrease (increase) in other assets, net 24,792 (2,300) 9,970
Increase (decrease) in accounts payable and other accrued liabilities 297,760 (687,901) 129,405
Decrease in outstanding pari-mutuel tickets (2,881) (24,248) (3,105)
Decrease in accrued executive bonus, long-term portion (54,352) (93,528) (287,935)
Increase (decrease) in other long term liabilities (118,318) 244,631 (359,718)
----------- ----------- -----------
Net cash used in operating activities (520,142) (143,552) (592,717)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (584,389) (120,529) (88,027)
Decrease in notes receivable, officers 178,960 429,812 752,025
----------- ----------- -----------
Net cash provided by (used in) investing activities (405,429) 309,283 663,998
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt 300,000 -- 338,000
Repayments of short-term debt (300,000) -- (338,000)
Proceeds from debt financing 5,650,000 -- --
Increase in deferred financing costs (254,432) -- --
Principal payments of debt (4,368,025) (294,686) (273,080)
----------- ----------- -----------
Net cash provided by (used in) financing activities 1,027,543 (294,686) (273,080)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 101,972 (128,955) (201,799)
CASH AND CASH EQUIVALENTS, beginning of year 12,355 141,310 343,109
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 114,327 $ 12,355 $ 141,310
=========== =========== ===========
See accompanying notes to consolidated financial statements.
21
THE WESTWOOD GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
Description of The Westwood Group, Inc. and subsidiaries (the
Business "Company") operates in one business segment through its
pari-mutuel racing subsidiary. Wonderland Greyhound Park
("Wonderland" or "Wonderland Park") 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. The Company's Foxboro harness racing operations
were discontinued during 1997.
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 2002 was
approximately 801 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.
In 2002, the Company filed a Proxy Statement in order to
change from public company status to private company
status (see Note 10).
Principles of The consolidated financial statements include the
Consolidation accounts of The Westwood Group, Inc. and its
wholly-owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation.
Cash and Cash Cash investments with maturities of three months or less
Equivalents at the time of their purchase are classified as cash
equivalents.
Restricted Cash Restricted cash includes approximately $125,000 and
$345,000 at December 31, 2002 and 2001, respectively,
related to funds dedicated to payment of the Company's
liability for outstanding pari-mutuel tickets. Unclaimed
winnings from pari-mutuel wagering are held by
Wonderland until they become payable to the Commonwealth
by the operation of unclaimed property statutes.
Restricted cash includes approximately $126,000 at
December 31, 2002 which is required to be used for the
purposes of the going private transaction.
Restricted cash also includes approximately $125,000 at
December 31, 2002 held as collateral for the Company's
letter of credit which secures the Company's racing
bond.
Escrowed Cash Escrowed cash is related to the operations of Wonderland
and includes amounts held by The Commonwealth of
Massachusetts in trust funds (for capital improvements
and advertising/promotion). Wonderland funds these costs
and requests reimbursement from the trust funds.
Wonderland is reimbursed upon approval by the
Commonwealth.
22
1. SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
(Continued)
Property, Plant Property, plant and equipment are stated at cost and are
and Equipment depreciated using the straight-line method over the
following estimated useful lives:
Estimated
Asset classification Useful Life
-------------------- -----------
Building 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 ("SFAS") No. 144 "Accounting for
the Impairment or Disposal of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." Impairment charges
are recorded whenever events or changes in circumstances
indicate that the carrying amount of the assets may not
be recoverable through the estimated undiscounted future
cash flows from the use of these assets. When any such
impairment exists, the related assets are written down
to fair value. The Company believes that no such
impairment exists at December 31, 2002. SFAS No. 144
supersedes SFAS No. 121 "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be
Disposed of." In prior years the Company applied the
provisions of SFAS 121 to evaluate impairment.
Maintenance, repairs and betterments that do not enhance
the value of or increase the life of the assets are
charged to operations as incurred.
Depreciation and amortization expense (excluding
amortization of deferred charges) of approximately
$592,000, $500,000 and $487,000 was recorded for the
years ended December 31, 2002, 2001 and 2000,
respectively.
Deferred Deferred financing costs are being amortized on a
Financing straight line basis over the term of the related debt
Costs (34 months). Amortization expense for the years ended
December 31, 2002, 2001 and 2000 was approximately
$49,000, $36,000 and $36,000, respectively.
Concentration Financial instruments which potentially subject the
of Credit Risk 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 is comprised principally of amounts
due from other race tracks. Historically, the Company
has not incurred any significant credit related losses.
23
1. SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
(Continued)
Revenue The Company's annual revenues are mainly derived from
Recognition the net commission that it receives from wagers made by
patrons during its live-on track racing performances,
live and guest simulcast racing performances and from
admission and concession charges at such performances.
Inter-track receivables and payables are dependent on
the accuracy of an independent totalisator vendor. This
vendor's system has been independently reviewed and
deemed reliable.
Stock-Based The Company follows SFAS No. 123, "Accounting for
Compensation 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 December 2002, the Financial Accounting Standard
Board ("FASB") issued SFAS No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure -
an amendment of SFAS Statement No. 123" ("SFAS 148").
This statement amends SFAS 123 to provide alternative
methods of transition for a voluntary change to the fair
value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial
statements about the method of accounting for
stock-based employee compensation and the effect of the
method used on reported results. SFAS 148 also requires
that those effects be disclosed more prominently by
specifying the form, content, and location of those
disclosures. We have adopted the increased disclosure
requirements of SFAS 148 for the fiscal year ended
December 31, 2002. We will continue to use the intrinsic
value method of accounting for stock-based employee
compensation.
The additional disclosures required by SFAS are as
follows:
December 31,
----------------------------------------------
2002 2001 2000
------------- ------------- ---------
Net income (loss), as reported $ (1,927,271) $ 1,427,007 $(496,045)
Add: Stock based employee compensation expense
included in reported net income (loss), net of tax -- -- --
Deduct: Total stock based employee compensation
expense determined under the fair value based method
of all awards, net of tax -- -- (42,695)
------------- ------------- ---------
Pro forma net income (loss) $ (1,927,271) $ 1,427,007 $(538,740)
============= ============= =========
Net income (loss) per basic and dilutive shares:
As reported $ (.95) $ 1.13 $ (.39)
============= ============= =========
Pro forma $ (.95) $ 1.13 $ (.43)
============= ============= =========
24
1. SUMMARY OF
SIGNIFICANT
ACCOUNTING
POLICIES
(Continued)
Income (Loss) Basic net income (loss) per share is computed using the
Per Common weighted average number of common shares outstanding
Share during the period. Diluted net income (loss) per share
is computed using the weighted average number of common
shares and potentially dilutive common shares,
consisting of stock options with an exercise price below
the average market price of common shares. In 2001, the
Company had net income, however, stock options were
excluded from the computation of diluted shares because
their exercise prices were above the average market
price of the common shares. The Company's stock options
did not have a dilutive effect in 2002 or 2000 since the
Company incurred a net loss.
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.
Use of The preparation of financial statements in conformity
Estimates with accounting principles generally accepted in the
United States of America 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.
Advertising The Company expenses advertising costs as incurred.
Advertising expense was approximately $216,000, $181,000
and $128,000 for the years ended December 31, 2002, 2001
and 2000, respectively.
Reclassifications Certain previously reported amounts have been
reclassified in order to conform to the 2002
presentation.
New Accounting In April 2002, the FASB issued Statement No. 145,
Pronouncements "Rescission of Statements No. 4, 44 and 64, Amendment of
SFAS Statement No. 13, and Technical Corrections." SFAS
145 requires that gains and losses from extinguishment
of debt be classified as extraordinary items only if
they meet the criteria in Accounting Principles Board
Opinion No. 30. Applying the provisions of Opinion No.
30 will distinguish transactions that are unusual and
infrequent and meet the criteria for classification as
an extraordinary item. SFAS No. 145 is effective
beginning January 1, 2003. Management does not believe
the adoption of SFAS No. 145 will have a significant
impact on the consolidated financial statements.
On July 30, 2002, the FASB issued Statement No. 146,
"Accounting for the Costs Associated with Exit or
Disposal Activities." This statement requires companies
to recognize costs associated with exit or disposal
activities only when liabilities for those costs are
incurred rather than at the date of a commitment to an
exit or disposal plan. SFAS No. 146 also requires
companies to initially measure liabilities for exit and
disposal activities at their fair values. SFAS No. 146
replaces Emerging Issues Task Force ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)"
and EITF No. 88-10, "Costs Associated with Lease
Modification or Termination." The provisions of SFAS No.
146 are effective for exit or disposal activities that
are initiated after December 31, 2002. The Company
believes the adoption of this statement will not have a
material impact on its operations.
25
2. ACCOUNTS Accounts payable and accrued liabilities as of December
PAYABLE AND 31, 2002 and 2001 consisted of the following:
ACCRUED
LIABILITIES
December 31, 2002 2001
------------ ------------- -------------
Accounts payable, trade $ 1,018,672 $ 738,988
Accrued professional fees 220,358 202,609
Accrued purse liabilities 215,899 57,117
Other accrued liabilities 240,727 359,983
Accrued executive bonus 54,341 93,540
------------- -------------
$ 1,749,997 $ 1,452,237
============= =============
3. LONG-TERM DEBT Long-term debt consists of the following:
December 31, 2002 2001
------------ ------------ -------------
9.5% Century Bank and Trust Company
("Century Bank") term loan, required 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. $ -- $ 4,096,711
6.5% Boston Federal Saving Bank ("Boston
Federal Savings Bank") term loan
requiring 34 monthly payments of
principal and interest of $38,252
beginning November 1, 2002 collateralized
by a mortgage and security interest in
all real estate and personal property
located at Wonderland Greyhound Park. The
final payment on the loan is to be made
September 1, 2005 in the amount of
$5,356,673. 5,627,374 --
Less current maturities 96,072 324,525
------------ -------------
Long-term portion $ 5,531,302 $ 3,772,186
============ =============
At December 31, 2002, the Company had drawn down a total
of $5,650,000 from the Boston Federal Savings Bank loan
and $850,000 was available for use. Of the available
amount, $600,000 may be used for working capital
purposes and $250,000 may be used to assist the Company
for transaction costs to become a private company.
The Loan, Reimbursement, and Security Agreement, dated
as of September 3, 2002, by and between Wonderland
Greyhound Park Realty, LLC and Boston Federal Savings
Bank, contains certain restrictive covenants including
the maintenance of certain financial ratios and debt
coverage requirements. As of December 31, 2002, the
Company was in compliance with these covenants.
The proceeds from the Boston Federal Savings Bank loan
were used to repay off the Century Bank term loan.
26
3. LONG-TERM DEBT
(Continued)
Maturities of long-term debt as of December 31, 2002 are
as follows:
Fiscal year Amount
----------- ------------
2003 $ 96,072
2004 102,505
2005 5,428,797
-------------
Total $ 5,627,374
=============
4. DISCONTINUED In 1996, litigation ensued between Foxboro Realty
OPERATIONS Associates, LLC, et al. 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. As a result the Company discontinued
its harness racing operations. In the fourth quarter of
2001 and 2000, the Company recognized a gain of $351,000
and $353,420, respectively, resulting from the reduction
of liabilities related to discontinued operations. As of
December 31, 2002 and 2001, there were no remaining
liabilities related to discontinued operations.
5. OTHER LONG-TERM Other long-term liabilities include approximately
LIABILITIES $417,216 and $469,000 at December 31, 2002 and 2001,
respectively, of fees owed to a law firm primarily
related to litigation in prior years. Such outstanding
amounts are currently payable at $1,000 per week.
Current maturities of $52,000 are included in accounts
payable and accrued liabilities.
Also included in other long-term liabilities at December
31, 2001 is approximately $274,000 for a settlement of
liability to a former totalisator vendor which was fully
paid during 2002.
The remaining balance in other long-term liabilities
consists of deferred compensation and deferred pension
payable of $96,524 and $452,659 for 2002, respectively,
and $103,999 and $257,146 for 2001, respectively, and
the long-term portion of capital lease payments (see
Note 6).
6. COMMITMENTS AND
CONTINGENCIES
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 2003 calendar
year. Although management is optimistic that it will be
able to demonstrate financial stability in their
applications for a year 2004 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 2004
racing license, the adverse impact on the Company would
be material.
27
6. COMMITMENTS AND
CONTINGENCIES
(Continued)
Lease Commitment Totalisator equipment rent (which is primarily based on
the handle per performance) was approximately $335,000,
$342,000 and $292,000 in 2002, 2001 and 2000,
respectively. Future minimum payments are due at amounts
calculated as a percentage of the Company's total handle
amounts. The Company is also liable for numerous
operating leases for automobiles and other equipment.
The future minimum lease commitments relating to
noncancelable operating leases as of December 31, 2002
are immaterial.
In 2002, 2001 and 2000, the Company entered into capital
leases for various operating equipment items.
As of December 31, 2002, future minimum lease payments
under capital leases were as follows:
December 31, 2002
------------ -------
2003 $20,257
2004 17,407
2005 3,146
-------
Total maximum lease payments 40,810
Amount representing interest 3,794
-------
Present value of minimum lease payments 37,016
Current portion of lease payments 17,588
-------
Long-term portion of lease payments $19,428
=======
The current portion of lease payments has been recorded
in accounts payable and other accrued liabilities, while
the long-term portion of capital lease payments has been
recorded in other long-term liabilities.
Litigation The Company is subject to various legal proceedings that
arise in the ordinary course of its business.
In 1996, litigation ensued between Foxboro Realty
Associates, LLC, et al. and the Company, its subsidiary
Foxboro Park, Inc., et al. in Norfolk Superior Court in
Massachusetts, over Foxboro Park's right to occupy
Foxboro Raceway. The Court issued an execution pursuant
to which Foxboro Park was evicted from the racetrack on
July 31, 1997. The parties appealed to the Massachusetts
Appeals Court on January 27, 1998.
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.
On January 30, 2001, the above-mentioned cases were
settled without monetary damages to either party.
28
6. COMMITMENTS AND In January 2001, the Company lost at arbitration a claim
CONTINGENCIES brought against it by a former totalisator vendor. The
(Continued) judgment amount was $468,000. This amount has been
recorded as "other income (expense), net" during the
year ended December 31, 2000. The related liability was
fully accrued in current liabilities. As of December 31,
2001, the judgment amount, plus accrued interest
thereon, totaled approximately $538,000. The
arbitrator's decision was appealed to the United States
Federal District Court in Massachusetts and overturned.
The former vendor appealed the District Court decision
to the United States Federal Circuit Court of Appeals,
which upheld the arbitrator's original decision. The
case was returned to the United States Federal District
Court where a judgment was entered. The parties
negotiated a settlement agreement which provided for an
aggregate payment in the amount of $603,534. The
liability was fully paid as of December 31, 2002.
On March 18, 2003, the Company received an
Administrative Complaint and Ex Parte Motion for a
Temporary Order to Cease and Desist from the Secretary
of the Commonwealth, Securities Division of The
Commonwealth of Massachusetts, one day prior to the date
of the special meeting of the stockholders to approve a
proposed reverse stock split, which, if approved, would
have resulted in the Company changing its status from a
public company to a private company. The Administrative
Complaint, which was prompted by the receipt by the
Massachusetts Securities Division of an anonymous letter
from a Company stockholder, claims that the Westwood
Group failed to disclose certain information to the
stockholders in the Company's Proxy Statement, which the
Division alleges to be "material". The stockholders'
meeting scheduled for March 19, 2003 to vote to approve
the proposed going private transaction was adjourned in
order to permit the Company to address this matter. On
April 8, 2003, the Company filed an answer in response
to the Administrative Complaint denying each of the
allegations set forth in the Administrative Complaint. A
hearing to address the Ex Parte Motion for a Temporary
Order to Cease and Desist has been scheduled at the end
of April 2003.
On April 1, 2003, a class action complaint was filed by
a stockholder of the Company, Joseph I. Messina, against
the Westwood Group and the Company's Board of Directors
in the Court of Chancery in the State of Delaware
seeking to enjoin the proposed reverse stock split on
the basis that is not fair to the stockholders and that
the proxy statement omits information that Mr. Messina
alleges to be "material". The Company disputes all of
the allegations set forth in the Complaint and will take
appropriate action to address this Complaint.
7. COMMON STOCK, The Company has two classes of common stock. The holders
STOCK OPTIONS of Common Stock are entitled to one vote for each share
AND GRANT PLANS of Common Stock, while the holders of Class B Common
Stock are entitled to ten votes for each share of
Class B Common Stock. All other powers, preferences and
rights are identical for the Common Stock and the Class
B Common Stock.
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
stock options vested over five years and have a life of
ten years. The Company's stock options activity is
summarized as follows:
Number Exercise
Year ended December 31, 2002 of Shares Price
---------------------------- --------- --------
Balance, December 31, 1999 283,834 $3.00
Terminated/expired (26,334) 3.00
-------- ----
Balance, December 31, 2000 and 2001 257,500 $3.00
Expired during 2002 (165,000) 3.00
-------- ----
Balance December 31, 2002 92,500 $3.00
======== ====
29
7. COMMON STOCK, The Company's total stock options outstanding of 92,500
STOCK OPTIONS at December 31, 2002 expire as follows: 50,000 in
AND GRANT PLANS October 2005, and 42,500 in November 2007.
(Continued)
All stock options were fully vested as of December 31,
2000. As a result there is no proforma expense for the
years ended December 31, 2002 and 2001.
The assumptions used and the weighted average
information for the year ended December 31, 2000 include
a risk-free rate of 7.5%; an expected dividend yield of
2.5%; an expected life of 10 years; and an expected
volatility factor of 45%. The weighted average fair
value of options granted was $5.18 per share and the
weighted average exercise price of options granted was
$3.00 per share. Additionally, the weighted average
remaining contractual life of options outstanding at
December 31, 2000 was 3 years.
The effect of applying SFAS No. 123 for the year ended
December 31, 2000 would have been an increase to net
loss of approximately $43,000. (See Note 1 for further
information.)
8. INCOME TAXES The Company's provision for income taxes for the years
ended December 31, 2002, 2001 and 2000 represents state
income taxes.
The Company's effective tax rates differ from amounts
computed by applying the statutory federal income tax
rate to income (loss) from continuing operations before
income taxes, as follows:
For the year ended
December 31, 2002 2001 2000
------------------ ---- ---- ----
Statutory federal income tax rate (34.0)% 34.0% (34.0)%
Decrease in valuation allowance 34.0 -- 34.0
Non-taxable change in estimate -- (34.0) --
State income taxes 5.5 4.1 12.3
----- ---- -----
Income tax rate 5.5% 4.1% 12.3%
===== ==== =====
30
8. INCOME TAXES The tax effects of the significant temporary differences
(Continued) which comprise the deferred tax assets and liabilities
are as follows (in thousands):
December 31, 2002 2001
------------ -------- ---------
Net operating loss carryforwards $ 2,824 $ 2,242
Fixed assets 412 394
Deferred compensation 41 44
Miscellaneous operating reserves and accruals 204 416
Deferred pension - 1
Other assets 66 84
-------- ---------
Gross deferred assets 3,547 3,181
Less valuation allowance (3,547) (3,181)
-------- ---------
Net deferred assets $ -- $ --
======== =========
The Company has operating loss carryforwards amounting
to $7.1 million which begin expiring in December of
2008. The Company has fully reserved for all net
deferred tax assets as future realization of these
assets is not presently determinable.
9. PENSION PLANS The Company contributed $90,868, $93,033 and $44,247 in
AND RETIREMENT 2002, 2001 and 2000, respectively, to three
BENEFITS 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 $64,262,
$104,962 and $123,170 in 2002, 2001 and 2000,
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, 2002 and 2001:
December 31, 2002 2001
------------ ----------- -----------
Actuarial present value of benefit
obligation:
Accumulated benefit obligation,
including vested benefits of
$1,275,141 and $1,205,017 for 2002
and 2001, respectively $(1,309,636) $(1,239,862)
=========== ===========
Projected benefit obligation $(1,309,636) $(1,239,862)
Plan assets at fair value 856,977 982,716
Unrecognized losses -- (254,852)
Adjustment for minimum liability -- 254,852
----------- -----------
Adjusted accrued pension cost (included
in other long term liabilities) $ (452,659) $ (257,146)
=========== ===========
31
9. PENSION PLANS Net periodic pension cost included the following
AND RETIREMENT components:
BENEFITS
(Continued)
December 31, 2002 2001 2000
------------ --------- --------- ---------
Service cost- benefits earned
during the period $ -- $ -- $ --
Interest cost on projected
benefit obligation 86,633 85,485 95,619
Actual return on plan assets 115,212 52,952 (8,392)
Net (gain) loss during the
year, deferred for later
recognition (183,503) (139,503) (69,024)
-------- -------- -------
Net periodic pension cost
(benefit) $ 18,342 $ (1,066) $ 18,203
========= ========= =========
Assumptions used in accounting for the above pension
information included a discount rate of 6.75% for the
year ended December 31, 2002, and 7.25% for the years
ended December 31, 2001 and 2000, 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, 2002 and 2001:
Years ended December 31, 2002 2001
------------------------ ------------- -------------
Change in benefit obligation:
Benefit obligation as of January 1 $ 1,239,862 $ 1,302,656
Interest cost 86,633 85,485
Actuarial gain (loss) 57,930 (78,889)
Benefits paid (74,789) (69,390)
------------- -------------
Benefit obligation as of December 31 $ 1,309,636 $ 1,239,862
============= =============
Change in plan assets:
Fair value as of January 1 $ 982,716 $ 1,000,096
Actual return on plan assets (115,212) (52,952)
Company contribution 64,262 104,962
Benefits paid (74,789) (69,390)
------------- -------------
Fair value as of December 31 $ 856,977 $ 982,716
============= =============
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.
32
9. PENSION PLANS During 1997, the Company established separate 401(k)
AND RETIREMENT plans for union and nonunion employees, respectively.
BENEFITS The plans are administered by an insurance company. The
(Continued) Company made contributions on behalf of certain union
employees based upon a fixed rate and performances
worked. The total of these contributions was
approximately $69,000, $71,000 and $71,000, for the
years ended December 31, 2002, 2001 and 2000,
respectively.
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.
Total expense for all retirement plans of the Company
for the years ended December 31, 2002, 2001 and 2000 was
approximately $224,000, $269,000 and $278,000,
respectively.
10. TRANSACTIONS On September 24, 1999, the Company entered into a Stock
WITH OFFICERS, Purchase Agreement with Charles F. Sarkis, pursuant to
EMPLOYEES which Mr. Sarkis purchased 450,518 shares of common
AND RELATED stock of Back Bay Restaurant Group.
PARTIES
Upon the sale of Back Bay Restaurant Group common stock
to Charles F. Sarkis, the Company received a promissory
note in the amount of $2,703,108. The note bears
interest of 9.5%. $500,927 was paid on November 4, 1999,
$500,000 was paid on December 16, 1999, $351,554 was
paid on January 31, 2000, $338,000 was paid on December
1, 2000, and $350,000 was paid August 17, 2001. The
remaining outstanding principal and accrued interest
were to be paid in two installments due on December 16,
2002 and December 16, 2003. In 2002, the note was
amended, and the December 16, 2002 payment was deferred
until June 20, 2003. The balance outstanding under the
note was $932,328 and $910,004 at December 31, 2002 and
2001, respectively.
The Company received a short-term working capital
advance from Charles F. Sarkis, an officer of the
Company, of $300,000 in March 2002. This funding accrued
interest at the rate of 12% and was repaid in connection
with the loan transaction with Boston Federal Savings
Bank.
At December 31, 2002 and 2001, there were loans
outstanding to officers/ stockholders including
interest, of $1,137,572 and $1,316,532. The loans were
restructured in 1999 to be payable over five years and
bear interest at 8.0% per annum. Notes receivable and
related interest, in the amounts of $932,328 and $86,608
at December 31, 2002 and $178,350 and $910,004 at
December 31, 2001 are due from Charles Sarkis. Notes
receivable including related interest in the amount of
$118,636 and $228,178 is due from Richard P. Dalton, the
Company's President and Chief Executive Officer at
December 31, 2002 and 2001, respectively. The Dalton
note was originally recorded as a note receivable at
December 31, 1998. The accrued bonus due to Mr. Sarkis
of $54,341 at December 31, 2002 will be used to repay
the outstanding balance on the $86,608 note receivable
balance as it becomes due. The current portion of these
bonus amounts are classified in accounts payable and
other accrued liabilities at December 31, 2002.
33
10. TRANSACTIONS In August 2000, animal rights activists were able to
WITH OFFICERS, obtain the necessary number of signatures in order to
EMPLOYEES AND place on the November 2000 State ballot a binding
RELATED PARTIES initiative petition to ban all wagering on dog racing
(Continued) within Massachusetts effective June 1, 2001. The Company
expended approximately $881,000 on the campaign to
defeat the ballot initiative through December 31, 2000.
The campaign to defeat the ballot initiative was
conducted jointly with the dog track in Raynham,
Massachusetts through a Ballot Question Committee
established in accordance with the campaign finance laws
of Massachusetts. The Company's President and Chief
Executive Officer, Richard P. Dalton, served as the
chairman of this Ballot Question Committee. These funds
were used primarily for the acquisition of media time
and the development and implementation of a media
campaign to promote the industry point of view.
On August 16, 2000, the Company entered into a
Settlement Agreement and Mutual Release with a
stockholder of more than 5% of the Company's Common
Stock who agreed to cancel certain stock options in the
Company held by him, sell his shares of common stock in
the Company to a third party and release the Company and
Charles Sarkis from certain claims in consideration for
$140,755 and the payment of his legal expenses. This
amount has been recorded in "Other income (expense),
net" in the accompanying statement of operations.
On February 13, 2003, the Company filed a Definitive
Proxy Statement and an accompanying Schedule 13E-3 with
the Securities and Exchange Commission in order to
effectuate a 1,500 for 1 reverse stock split of its
capital stock. If the proposed reverse stock split had
been approved by a majority of the voting power of the
Company's stockholders, then holders of less than 1,500
shares immediately prior to such meeting would have been
cashed out at a per share purchase price equal to $4.00,
thereby reducing the number of its stockholders to under
300 and, consequently, allowing the Company to change
its status from a public company to a private company.
This would have relieved the Company of the
administrative burden and cost and competitive
disadvantages associated with filing reports and
otherwise complying with the requirements of
registration under the Federal securities laws and to
permit small stockholders to receive liquidity for their
shares without having to pay brokerage commissions. The
proposed reverse stock split would have (i) caused the
Westwood Group to redeem shares held by approximately
400 holders of record of Common Stock, (ii) retained
record holders who hold 1,500 or more shares of Common
Stock or Class B Common Stock, (iii) reduced the number
of shares, on a pro-rata basis, held by the holders of
record who hold 1,500 or more shares of Common Stock or
Class B Common Stock, and (iv) changed the percent of
outstanding Common Stock held by the remaining stock-
holders to 100%. Assuming the completion of the proposed
reverse stock split and change in its status from a
public company to a private company, the Company would
have promptly thereafter initiated a tender offer for
additional shares of its capital stock in order to
provide those stockholders who would not have received a
cash payment in connection with the proposed reverse
stock split the opportunity to tender one post-reverse
stock split share in return for $6,000, which amount
reflects the highest payment to be received by any
stockholder as a result of the consummation of the
proposed reverse stock split.
The special meeting of the Company's stockholders
scheduled for March 19, 2003 to approve the proposed
reverse stock split was adjourned so that the Company
could address allegations raised by the Massachusetts
Securities Division in an Administrative Complaint and
a lawsuit brought by a stockholder in Delaware Chancery
Court. Accordingly, the proposed going private
transaction was not consummated.
34
11. CHANGE IN In the fourth quarter of 2001, the Company recognized
ACCOUNTING $1,058,000 of non-operating income as the result of
ESTIMATE a change in accounting estimate on a prior year's
long-term liability.
12. SELECTED The following table sets forth selected quarterly
QUARTERLY financial data for 2002 and 2001 (in thousands, except
FINANCIAL DATA per share amounts):
(UNAUDITED)
2002 1st 2nd 3rd 4th
- ---- ------- ------- ------- -------
Revenues $ 4,031 $ 4,209 $ 3,815 $ 3,739
Operating income (loss) 254 113 (217) (879)
Income (loss) from continuing operations 73 8 (295) (983)
Net income (loss) 73 8 (295) (983)
Basic and diluted income (loss) from
continuing operations per share $ 0.06 $ 0.01 $ (0.23) $ (0.77)
Basic and diluted net income (loss) per share $ 0.06 $ 0.01 $ (0.23) $ (0.77)
2001 1st 2nd 3rd 4th
- ---- ------- ------- ------- -------
Revenues $ 4,116 $ 4,545 $ 4,243 $ 4,079
Operating income 91 42 166 300
Income (loss) from continuing operations (25) (175) 1,112 164
Net income (loss) (25) (175) 1,112 515
Basic income (loss) from continuing
operations per share $ (0.02) $ (0.14) $ 0.88 $ 0.13
Diluted income (loss) from continuing
operations per share $ (0.02) $ (0.14) $ 0.87 $ 0.12
Basic net income (loss) per share $ (0.02) $ (0.14) $ 0.88 $ 0.41
Diluted net income (loss) per share $ (0.02) $ (0.14) $ 0.87 $ 0.40
13. SUPPLEMENTAL Cash paid during the years ended:
DISCLOSURES OF
CASH FLOW
INFORMATION
December 31, 2002 2001 2000
------------ ----------- ---------- -----------
Interest $ 392,968 $ 427,060 $ 458,312
Income taxes $ 20,835 $ 48,765 $ 230,379
Noncash investing activities:
The Company recorded capital lease obligations of
$8,171, $31,257 and $27,831 in 2002, 2001 and 2000,
respectively.
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
Our directors and executive officers as of March 31, 2003 are as follows:
NAME AGE POSITION
- ---- --- --------
Charles F. Sarkis 63 Chairman of the Board of Directors
Richard P. Dalton 55 President, Chief Executive Officer and Director
Paul J. DiMare 60 Director
CHARLES F. SARKIS has served as Chairman of the Board of Directors 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. (a restaurant holding
company), formerly a wholly-owned subsidiary of the Company, for more than six
(6) years. He also has been Chief Executive Officer of Sarkis Management
Corporation (restaurant management) for more than six (6) years.
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.
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 (6) 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 understandings between any of the directors
or executive officers of the Company and any other person pursuant to which such
director or 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.
Each of the three directors, Messrs. Sarkis, Dalton and DiMare, have been
named as defendants together with the Company in a class action law suit filed
by a stockholder of the Westwood Group in order to enjoin the Company from
completing a proposed reverse stock split for the purpose of taking the Company
private (See Item 3 under "Legal Proceedings" and Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for
additional information regarding the proposed reverse stock split and the class
action law suit).
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors and persons owning more than 10% of the
outstanding stock of the Company to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% holders of stock of the Company are required by the Securities
and Exchange Commission to furnish the Company with copies of all Section 16(a)
forms they file. Based solely on the copies of such forms 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.
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 (3) years ended December 31, 2002, to each of the Company's
executive officers whose aggregate remuneration exceeded $100,000.
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ ----------------------------------
AWARDS PAYOUTS
------------ -------
Name and Principal Other Annual Restricted LTIP All Other
Position Year Salary Bonus Compensation Stock Awards SARS Payouts Compensation
- ------------------- ---- ------- ------ ------------ ------------ ---- ------- ------------
Charles F. Sarkis
Chairman of the
Board 2002 $250,000 -- -- -- -- -- --
2001 $250,000 -- -- -- -- -- --
2000 $250,000 -- -- -- -- -- --
Richard P. Dalton
President and Chief
Executive Officer 2002 $205,000 -- -- -- -- -- --
2001 $205,000 -- -- -- -- -- --
2000 $205,000 -- -- -- -- -- --
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2002, Messrs. Charles F. Sarkis and
Richard P. Dalton served as executive officers of the Company and as members of
the Board of Directors of the Company, which performs the functions of
Compensation Committee.
Remuneration of Directors
The Company pays to each non-employee Director $2,000 per Board meeting
attended with an additional fee of $1,000 for each Audit and Compensation
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 of up to 5% of income before income taxes will be available to reward an
employee's individual performance. Based on the Company's cash flow condition,
no bonuses were granted during the 2002 fiscal year. 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.
37
Stock Option Agreement
During 1997, the Company issued to those certain executives, Directors and
former Directors non-qualified stock options to purchase an aggregate of 42,500
shares of the Company's common stock at an exercise price of $3.00 per share.
During 1995, the Company awarded those certain executives, Directors and former
Directors of the Company, non-qualified stock options to purchase an aggregate
of 50,000 shares of the Company's Common Stock.
Audit Committee
The Board of Directors of the Company performs the functions of an Audit
Committee.
Year-end Option Values
The table below shows year-end option values the total number of
unexercised options held at December 31, 2002. There are no unexercised
in-the-money options at the fiscal year-end. (1) No options were exercised in
the year-ended December 31, 2002.
Number of Securities Underlying
Unexercised Options at Fiscal Year Value of Unexercised In the money
End (#) Options At Year End ($) (1)
----------------------------------- ----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
Charles F. Sarkis 20,000 -- -- --
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.
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 March 31, 2003,
with respect to the beneficial ownership (1) 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 five percent (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 BENEFICIAL AMOUNT AND NATURE OF
OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------ -------------------- ----------------
Directors and Officers
Richard P. Dalton 52,350(2) 13.38%
The Westwood Group, Inc.
19 V.F.W. Parkway
Revere, MA 02151
Paul J. DiMare 103,300(3) 29.41%
P.O. Box 900460
Homestead, FL 33090
38
Charles F. Sarkis 831,866 (4) 70.75%
Back Bay Restaurant Group, Inc.
284 Newbury Street
Boston, MA 02116
--------- -----
All Directors and
Officers as a group (three (3) persons) 987,516(5) 81.22%
========== ======
Holders of more than 5%, not included above:
Paul F. Evans 26,122(6) 7.44%
Joseph J. O'Donnell 22,669(7) 6.45%
A. Paul Sarkis 49,139(8) 12.29%
(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.
(3) Includes 92,500 shares held of record by DiMare Homestead, Inc. over
which Mr. DiMare has voting and investment power.
(4) Consists of 804,616 shares issuable upon conversion of the shares of
Class B Common Stock beneficially owned by Mr. Sarkis, 7,250 shares
of Common Stock, as well as presently exercisable options to
purchase 20,000 shares. (See footnote (2) to the table below showing
beneficial ownership of Class B Common Stock.)
(5) Includes presently exercisable options to purchase 60,000 shares and
804,616 shares issuable upon conversion of shares of Class B Common
Stock, held by all directors and officers as a group.
(6) Ms. Evans' address is 3600 Galt Ocean Drive, Fort Lauderdale,
Florida 33308.
(7) Mr. O'Donnell's address is c/o Boston Concessions Group, Inc., 111
6th Street, Cambridge, Massachusetts 02141.
(8) Includes 530 shares held of record, 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.
Mr. Sarkis' address is 599 East Sixth St., Apt. 1, South Boston, MA
02127. Mr. Sarkis is a former Director and officer of the Westwood
Group.
39
(b) Security Ownership of Certain Beneficial Owners of Class B Common Stock
The following table sets forth certain information, as of March 31, 2003,
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 them.
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF
OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ------------------------------ --------------------- ----------------
Charles F. Sarkis 804,616(2) 88.00%
Back Bay Restaurant Group, Inc.
284 Newbury Street
Boston, MA 02116
Richard P. Dalton 0 0.00%
The Westwood Group, Inc.
190 V.F.W. Parkway
Revere, MA 02151
Paul J. DiMare 0 0.00%
P.O. Box 900460
Homestead, FL 33090
All Directors and Officers as a Group (three
persons) 804,616(2) 88.00%
========== ======
(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. Mr. Sarkis disclaims beneficial ownership of these shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1994, the Westwood Group purchased all restaurant and concession
operations at Wonderland from Back Bay Restaurant Group, Inc. for a sales price
of $770,000. Included in the term note of $970,000 were additional amounts owed
to Back Bay Restaurant Group for costs incurred under a Cross Indemnification
Agreement amounting to $200,000 and interest expense of approximately $58,000
for the years ended December 31, 1999 and 1998. On September 24, 1999, the
Westwood Group entered into a stock repurchase agreement with Back Bay
Restaurant Group, Inc., pursuant to which Back Bay Restaurant Group repurchased
222,933 shares of its common stock from the Westwood Group in exchange for the
cancellation of this promissory note.
Concurrently with entering into the stock purchase agreement with Back Bay
Restaurant Group, the Westwood Group entered into a stock purchase agreement
with Charles F. Sarkis, pursuant to which Mr. Sarkis purchased 450,518 shares of
common stock of Back Bay Restaurant Group, Inc. in return for a promissory note
in the amount of $2,703,108. This note bears interest of 9.5%. $500,927 was paid
on November 4, 1999, $500,000 was paid on December 16, 1999, $351,554 was paid
on January 31, 2000, $338,000 was paid on December 1, 2000, and $350,000 was
paid on August 17, 2001. In consideration of Mr. Sarkis' prepayment of $62,000
due under this promissory note on March 22, 2002 and his $300,000 working
capital loan to the Westwood Group made in March
40
2002 (which was repaid in connection with the Westwood Group's refinancing in
September 2002), the Westwood Group agreed to defer payment in the amount of
$466,164 due from Mr. Saris on December 31, 2002 until June 30, 2003. The
aggregate balance due under this promissory note as of March 31, 2003 was
$954,167.
As of March 31, 2003, there are additional loans outstanding to
officers/stockholders in the aggregate amount of $157,729. Notes receivable
and related interest, in the amount of $67,872 is due from Charles Sarkis and
$89,857 is due from Richard P. Dalton. These loans are payable over five
years and bear interest at 8.0% per annum.
In October 1999, the Westwood Group received a letter of credit for
working capital purposes from the Anglo Irish Bank securitized by Mr. Charles
Sarkis' property located on Boylston Street in Boston, Massachusetts.
Subsequently, Mr. Sarkis refinanced the Boylston Street property and loaned the
Westwood Group $500,000, which amount was designated to be used for the 1998 and
1999 outstanding pari-mutuel tickets due to The Commonwealth of Massachusetts.
In addition, under the terms of the loan agreement between the Westwood Group
and Mr. Sarkis, the Westwood Group offset the first payment due from Mr. Sarkis
under the promissory note issued on September 24, 1999 against this $500,000
loan.
Prior to 1995, the Westwood Group engaged a firm to assist management in
the planning and execution of a financial and operational reorganization of the
Westwood Group. As compensation for its services, the Westwood Group 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 Westwood Group's capital stock at $3 per
share. The success fee also stipulated that Michael S. Fawcett, a principal of
that firm who was a director of the Westwood Group at the time would be required
to return options to purchase 25,000 shares of the Westwood Group's common stock
if the success fee option is exercised. The Westwood Group has not granted the
success fee option to date.
PART IV
ITEM 14. CONTROLS AND PROCEDURES
Within the ninety-day period prior to the filing date of this report, the
Company conducted an evaluation under the supervision and with the participation
of the Company's management, including the Company's Chief Executive Officer
(its principal executive officer and principal financial officer) regarding the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934
(the "Exchange Act"). Based upon evaluation, the Chief Executive Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company, including
its consolidated subsidiaries, required to be included in our periodic SEC
filings is made known to them by other within those entities.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of the Company carried out its evaluation.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
Included under Item 8 in Part II of this report:
Reports of Independent Certified Public Accountants
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholders' 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.
41
(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. (3)
3.21 Amendment, dated November 2, 1995, to the Certificate of Incorporation of
the Company. (7)
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. (3)
10.1 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. (4)
10.2 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. (4)
10.3 Collective Bargaining Agreement between the Company and United Food and
Commercial Workers' Union, Local 1445 AFL-CIO, CLC, dated June 1, 1993.
(5)
10.4 Collective Bargaining Agreement between the Company and Local
25-Teamsters, effective January 1, 1993. (5)
10.5 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.
(6)
10.6 Collective Bargaining Agreement between Wonderland Greyhound Park, Inc.
and Local 22 - Laborers' International Union, dated July 1, 1993. (6)
10.7 Collective Bargaining Agreement Extension between RFSC, Inc. and Local 26
- Hotel and Restaurant Workers, effective January 1, 1994. (6)
10.8 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. (6)
10.9 Amendment to Term Note between certain subsidiaries of the Company and
BBRG, dated March 17, 1995. (6)
10.10 Assignment for the Benefit of Creditors and Sharing Agreement (Foxboro
Harness). (8)
10.11 Assignment for the Benefit of Creditors and Sharing Agreement (Foxboro
Thoroughbred). (8)
10.12 Assignment for the Benefit of Creditors and Sharing Agreement (Foxboro
Park). (8)
10.13 Form of Executive Non-Qualified Stock Option Agreement. (8)
10.14 Form of Employee Non-Qualified Stock Option Agreement. (8)
42
10.15 Third Amendment to Term Note between certain subsidiaries of the Company
and BBRG, dated January 5, 1998. (8)
10.16 Voting and Shares Exchange Agreement, dated as of March 31, 1999. (9)
10.17 Stock Purchase Agreement, dated as of September 24, 1999, between the
Company and Charles Sarkis. (10)
10.18 Stock Repurchase Agreement dated as of September 24, 1999, between the
Company and BBRG. (10)
10.19 Term Loan Agreement between Wonderland Greyhound Park, Inc. and Century
Bank and Trust Company, dated June 30, 1998. (11)
10.20 Loan Reimbursement and Security Agreement between Wonderland Greyhound
Park, LLC and Boston Federal Savings Bank, dated September 3, 2002. (12)
21.1 Subsidiaries of the Company (filed herewith).
23.1 Consent of Independent Certified Public Accountants (filed herewith).
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (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) Filed with the Company's Annual Report on Form 10-K for 1987 and
incorporated herein by reference.
(4) Filed with the Company's Annual Report on Form 10-K for 1992 and
incorporated herein by reference.
(5) Filed with the Company's Annual Report on Form 10-K for 1993 and
incorporated herein by reference.
(6) Filed with the Company's Annual Report on Form 10-K for 1994 and
incorporated herein by reference.
(7) Filed with the Company's Annual Report on Form 10-K for 1995 and
incorporated herein by reference.
(8) Filed with the Company's Annual Report on Form 10-K for 1997 and
incorporated herein by reference.
(9) Filed with the Company's Annual Report on Form 10-K for 1998 and
incorporated herein by reference.
(10) Filed as an exhibit with Form 8-K, as filed by the Company on October 12,
1999 and incorporated herein by reference.
(11) Filed with the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 and incorporated herein by reference.
(12) Filed with the Company's Amended Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 2002 and incorporated by reference.
(b) REPORTS ON 8-K.
None.
43
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.
Date: April 15, 2003 /s/ Richard P. Dalton
------------------------------
Richard P. Dalton
President, Chief Executive Officer and Director
(Principal Executive Officer and Principal
Financial Officer)
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.
Date: April 15, 2003
/s/ Charles F. Sarkis
------------------------------
Charles F. Sarkis
Chairman of the Board
Date: April 15, 2003 /s/ Richard P. Dalton
------------------------------
Richard P. Dalton
President, Chief Executive
Officer and Director
Date:
------------------------------
Paul J. DiMare
Director
CERTIFICATION
I, Richard P. Dalton, certify that:
1. I have reviewed this annual report on Form 10-K of The Westwood
Group, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 15, 2003 /s/ Richard P. Dalton
-------------------------------------
Richard P. Dalton
President and Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)