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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
Commission File Number 1-4923
WESTMINSTER CAPITAL, INC.
(Exact name of Registrant as Specified in Its charter)
DELAWARE 95-2157201
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
9665 Wilshire Boulevard, 90212
Suite M-10, Beverly Hills, CA (Zip Code)
(Address of principal executive office)
310 278-1930
------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [_] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). [_] Yes [X] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of August 13, 2003. 5,058,429
FORM 10-Q
INDEX
PART I - Financial Information
ITEM 1 Consolidated Financial Statements
Consolidated Statements of Financial Condition (Unaudited) 3
Consolidated Statements of Operations (Unaudited) 4
Consolidated Statements of Cash Flows (Unaudited) 5
Consolidated Statements of Comprehensive Loss (Unaudited) 6
Notes to Consolidated Financial Statements (Unaudited) 7
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 17
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk 26
ITEM 4 Controls and Procedures 27
PART II - Other Information
ITEM 1 Legal Proceedings 27
ITEM 2 Changes in Securities and Use of Proceeds (not applicable)
ITEM 3 Defaults upon Senior Securities (not applicable)
ITEM 4 Submission of Matters to a Vote of Security Holders (not
applicable)
ITEM 5 Other Information (not applicable)
ITEM 6 Exhibits and Reports on Form 8-K 29
SIGNATURES 30
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
ASSETS June 30, 2003 December 31, 2002
CURRENT ASSETS:
Cash and cash equivalents $ 8,699,000 $ 9,495,000
Securities available-for-sale, at fair value,
includes restricted securities of
$4,294,000 at December 31, 2002 2,460,000 7,285,000
Accounts receivable, net of reserve of $176,000 in 2003
and $198,000 in 2002 3,424,000 3,742,000
Loans receivable - current portion 1,576,000 4,601,000
Investments in limited partnerships that invest in securities - 132,000
Accrued interest receivable 36,000 174,000
Inventories 804,000 406,000
Income taxes receivable 1,882,000 1,694,000
Other assets 228,000 236,000
---------------- --------------
Total Current Assets 19,109,000 27,765,000
Loans receivable - long-term portion 7,000,000 3,500,000
Property and equipment, net 3,616,000 4,254,000
Goodwill 6,039,000 6,039,000
Other assets, net 157,000 216,000
---------------- --------------
Total Assets $ 35,921,000 $ 41,774,000
================ ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,680,000 $ 3,407,000
Accrued expenses 2,555,000 2,576,000
Due to sellers 510,000 510,000
Notes payable - current portion
Lines of credit 500,000 1,276,000
Margin bank loan - 3,993,000
Notes payable 1,013,000 128,000
Capital leases 110,000 143,000
---------------- --------------
Total Current Liabilities 7,368,000 12,033,000
Notes payable - long-term portion
Notes payable 200,000 217,000
Capital leases - 57,000
Deferred income taxes 454,000 473,000
---------------- --------------
Total liabilities 8,022,000 12,780,000
---------------- --------------
Minority interests 344,000 544,000
---------------- --------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $1 par value: 30,000,000 shares authorized:
5,058,429 shares issued and outstanding at June 30, 2003 and
December 31, 2002 5,059,000 5,059,000
Capital in excess of par value 50,704,000 50,704,000
Accumulated deficit (28,147,000) (27,278,000)
Accumulated other comprehensive loss (61,000) (35,000)
---------------- --------------
Total Shareholders' Equity 27,555,000 28,450,000
---------------- --------------
Total Liabilities and Shareholders' Equity $ 35,921,000 $ 41,774,000
================ ==============
See accompanying notes to consolidated financial statements.
3
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Six months Six months Three months Three months
ended ended ended ended
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2003 JUNE 30, 2002
------------- ------------- ------------- -------------
REVENUES:
Sales to packaging customers $ 6,349,000 $ 8,228,000 $ 3,657,000 $ 5,313,000
Equipment rental and sales 3,139,000 3,292,000 1,609,000 1,599,000
Group purchasing revenues 307,000 282,000 163,000 139,000
Finance and secured lending revenues 516,000 218,000 329,000 89,000
------------- ------------- ------------- -------------
Total revenues 10,311,000 12,020,000 5,758,000 7,140,000
------------- ------------- ------------- -------------
COSTS AND EXPENSES:
Cost of sales - packaging 5,066,000 5,424,000 3,031,000 3,386,000
Cost of sales - equipment rental and sales 2,217,000 2,167,000 1,121,000 1,079,000
Selling, general and administrative 4,713,000 6,421,000 2,191,000 3,248,000
Depreciation and amortization 217,000 162,000 112,000 54,000
Interest expense 78,000 70,000 19,000 29,000
------------- ------------- ------------- -------------
Total costs and expenses 12,291,000 14,244,000 6,474,000 7,796,000
------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (1,980,000) (2,224,000) (716,000) (656,000)
OTHER INCOME (LOSS) 305,000 (201,000) 383,000 (286,000)
------------- ------------- ------------- -------------
LOSS FROM CONTINUING OPERATIONS BEFORE (1,675,000) (2,425,000) (333,000) (942,000)
INCOME TAX BENEFIT
AND MINORITY INTERESTS
INCOME TAX BENEFIT 606,000 1,044,000 96,000 157,000
MINORITY INTERESTS 200,000 1,000 81,000 (34,000)
------------- ------------- ------------- -------------
LOSS FROM CONTINUING OPERATIONS, NET OF
INCOME TAX BENEFIT AND MINORITY INTERESTS (869,000) (1,380,000) (156,000) (819,000)
DISCONTINUED OPERATIONS, NET OF INCOME
TAXES - 62,000 - 31,000
------------- ------------- ------------- -------------
NET LOSS $ (869,000) (1,318,000) $ (156,000) $ (788,000)
------------- ------------- ------------- -------------
Basic and Diluted Loss Per Common Share:
Continuing operations $ (.17) $ (.19) $ (.03) $ (.13)
Discontinued operations - - - -
------------- ------------- ------------- -------------
Net loss per common share $(.17) $ (.19) $ (.03) $ (.13)
============= ============= ============= =============
Weighted Average Shares Outstanding
Basic and Diluted $ 5,059,000 $ 7,105,000 $ 5,059,000 $6,117,000
See accompanying notes to consolidated financial statements.
4
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six months ended Six months ended
JUNE 30, 2003 JUNE 30, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (869,000) $ (1,318,000)
Adjustments to reconcile net loss to net cash used
in operating activities:
Provision for loan losses and doubtful receivables, net (22,000) (144,000)
Loss from investment writedowns - 150,000
Provision for inventory reserves 28,000 -
Depreciation, amortization, and accretion 826,000 928,000
(Gain) loss on sales of securities available-for-sale (276,000) 38,000
Increase in value of derivative instruments (3,000) (133,000)
Loss on disposal of rental equipment - 63,000
Net change in minority interests (200,000) (1,000)
Net change in deferred income taxes 5,000 (400,000)
Unrealized losses on limited partnerships that invest in
securities - 191,000
Change in assets and liabilities:
Decrease (increase) in accounts receivable 340,000 (1,515,000)
Decrease in accrued interest receivable 138,000 80,000
Net change in current income taxes (188,000) (81,000)
Net change in other assets 39,000 (98,000)
Increase in inventories (426,000) (888,000)
(Decrease) increase in accounts payable (727,000) 1,371,000
(Decrease) increase in accrued expenses (21,000) 1,302,000
-------------------- --------------------
NET CASH USED IN OPERATING ACTIVITIES (1,356,000) (455,000)
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of securities (46,415,000) (52,124,000)
Proceeds from sales and maturities of securities 51,454,000 49,049,000
Purchases of property and equipment (145,000) (1,162,000)
Loan originations (5,075,000) -
Proceeds from liquidation of limited partnership interest 132,000 1,239,000
Principal collected on loan receivables 4,600,000 289,000
Proceeds from sale of real estate acquired on foreclosure - 577,000
-------------------- --------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 4,551,000 (2,132,000)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock - (8,584,000)
Seller financing repayments - (510,000)
Repayment of lines of credit, net (776,000) -
Proceeds from (repayment of) margin bank loan (3,993,000) 278,000
Proceeds from (repayment of) note payable and capital
lease obligations 778,000 (873,000)
-------------------- --------------------
NET CASH USED IN FINANCING ACTIVITIES (3,991,000) (9,689,000)
-------------------- --------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (796,000) (12,276,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,495,000 18,947,000
-------------------- --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,699,000 $ 6,671,000
==================== ====================
See accompanying notes to consolidated financial statements.
5
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
- ------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
Six months Six months
ended ended
JUNE 30, 2003 JUNE 30, 2002
Net loss $ (869,000) $ (1,318,000)
--------------------- ---------------------
Other comprehensive (loss) income, net of tax:
Unrealized gains (losses) on securities:
Unrealized holding losses arising
during period, net (26,000) (4,000)
Less: reclassification adjustment losses
included in net loss, net 11,000
--------------------- ---------------------
Other comprehensive (loss) income (26,000) 7,000
--------------------- ---------------------
Comprehensive loss $ (895,000) $ (1,311,000)
===================== =====================
See accompanying notes to consolidated financial statements.
6
WESTMINSTER CAPITAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2003
1. BASIS OF PRESENTATION
In the opinion of Westminster Capital, Inc. (the "Corporation" or
"Westminster"), the accompanying unaudited consolidated financial statements,
prepared from the Corporation's books and records, contain all adjustments
(consisting of only normal recurring accruals) necessary for a fair presentation
of the Corporation's financial condition as of June 30, 2003 and December 31,
2002 and the results of operations, cash flows and comprehensive income for the
periods ended June 30, 2003 and 2002.
The consolidated financial statements include the accounts of Westminster and
its subsidiaries, including a 100% interest in Westland Associates, Inc.
("Westland") and Westminster Sacramento, LLC ("Sacramento"), an 80% interest in
One Source Industries, LLC ("One Source"), a 70% interest in Physician
Advantage, LLC ("Physician Advantage") and a 74% interest in Logic Technology
Group, Inc. d/b/a Matrix Visual Solutions ("Matrix") from February 3, 2002 and a
68% interest in Matrix from acquisition on November 11, 1999 to February 2,
2002.
Physician Advantage ceased operations in October 2002. At September 30, 2002,
Physician Advantage was considered a discontinued operation under accounting
principles generally accepted in the United States of America. The June 30, 2002
statements of consolidated operations, cash flows, and related notes to the
consolidated financial statements have been restated to reflect the operations
as a discontinued operation.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and, therefore, do not include
all information and footnotes necessary to present the financial position,
results of operations, statements of cash flows and statements of comprehensive
income in conformity with accounting principles generally accepted in the United
States of America.
2. ACCOUNTING FOR STOCK OPTIONS
The Company applies the intrinsic value-based method of accounting prescribed by
Accounting Principles Board ("APB") Opinion No. 25, ACCOUNTING FOR STOCK ISSUED
TO EMPLOYEES, and related interpretations to account for its stock options plan.
These interpretations include Financial Accounting Standards Board
Interpretation No. 44, ACCOUNTING FOR CERTAIN TRANSACTIONS INVOLVING STOCK
COMPENSATION AN INTERPRETATION OF APB OPINION NO. 25, issued in March 2000.
Under this method, compensation expense is generally recorded on the date of
grant only if the current market price of the underlying stock exceeded the
exercise price. The Company has adopted the disclosure only
7
provisions of Statement of Financial Accounting Standards No. 123 ("SFAS No.
123"), ACCOUNTING FOR STOCK-BASED COMPENSATION, and Statement of Financial
Accounting Standards No. 148 ("SFAS No. 148"), ACCOUNTING FOR STOCK-BASED
COMPENSATION-TRANSITION AND DISCLOSURE, which was released in December of 2002
as an amendment to SFAS No. 123. These statements establish accounting and
disclosure requirements using a fair value-based method of accounting for
stock-based employee compensation plans. As allowed by SFAS No. 123 and SFAS No.
148, the Company has elected to continue to apply the intrinsic value-based
method of accounting described above.
In accordance with the intrinsic value method, no compensation cost has been
recognized for the Company's stock options plan grants in the accompanying
financial statements. If the fair value based method had been applied in
measuring stock compensation expense under SFAS No. 123, as amended by SFAS No.
148, the pro forma effect on net earnings and net earnings per share would have
been as follows:
Six months ended Six months ended
June 30, 2003 June 30, 2002
---------------- -----------------
Net loss, as reported $ (869,000) $ (1,318,000)
Add: Stock based employee compensation expense
included in reported net earnings, not of
related tax benefits - -
Deduct: Stock based employee compensation
expense determined under the fair value based
method for all awards, net of related tax
effects (5,000) (7,000)
---------------- ----------------
Pro forma net loss $ (874,000) $ (1,325,000)
================ ================
Basic and diluted net loss per common share:
As reported $ (0.17) $ (0.26)
================ ================
Pro forma $ (0.17) $ (0.26)
================ ================
Three months ended Three months ended
June 30, 2003 June 30, 2002
---------------- ------------------
Net loss, as reported $ (156,000) $ (788,000)
Add: Stock based employee compensation expense
included in reported net earnings, not of
related tax benefits - -
Deduct: Stock based employee compensation
expense determined under the fair value based
method for all awards, net of related tax effects (3,000) -
----------------- -----------------
Pro forma net loss $ (159,000) $ (788,000)
================= =================
Basic and diluted net loss per common share:
As reported $ (0.03) $ (0.15)
================= =================
Pro forma $ (0.03) $ (0.15)
================= =================
8
3. SECURITIES AVAILABLE-FOR-SALE
Securities available-for-sale are carried at estimated fair value. The
amortized cost and estimated fair value of securities available-for-sale
at June 30, 2003 and December 31, 2002 are as follows (dollars in
thousands):
Gross Gross
Unrealized Unrealized Estimated
Amortized Cost Gains Losses Fair Value
---------------- -------------- --------------- --------------
2003:
U.S. Treasury and Agency
Securities
Unrestricted balances $ 2,456 $ 7 $ (3) $ 2,460
Equity Securities 107 -- (107) --
---------------- -------------- --------------- --------------
Total $ 2,563 $ 7 $ (110) $ 2,460
================ ============== =============== ==============
2002:
U.S. Treasury and Agency
Securities
Unrestricted balances $ 2,496 $ 17 $ -- $ 2,513
Restricted balances 4,294 -- -- 4,294
Equity Securities 555 -- (77) 478
---------------- -------------- --------------- --------------
Total $7,345 $ 17 $ (77) $ 7,285
================ ============== =============== ==============
Maturities of U.S. Treasury and Agency Securities were as follows at
June 30, 2003 (dollars in thousands):
Amortized Fair
Cost Value
-------------- -------------
Due within one year $ 2,456 $ 2,460
============== =============
4. LOANS RECEIVABLE
In February 2003, the Corporation formed Sacramento for the purpose of acquiring
two parcels of land totaling 11.43 acres currently zoned for apartments or
condominiums in the West Natomas area of Sacramento. As part of the acquisition,
which was completed in February 2003, the seller acquired an option to
repurchase the land (the "Option") at a purchase price equal to Sacramento's
purchase price less certain scheduled option payments made to Sacramento by the
seller during the term of the option ("Option Payments"). The term of the option
is 180 days with a first extension of 180 days and a second extension of 90
days. The Corporation is reflecting the cash advance to the seller of
$1,542,000, including an additional advance of approximately $25,000 made on
June 2, 2003 in accordance with the purchase contract, net of the Option
Payments, in loans receivable as of June 30, 2003.
In addition to the Option Payments, the seller is required to make payments
every 90 days equal to approximately fifteen percent per annum of Sacramento's
investment in the property less any Option Payments made by the seller. During
the six months ended June 30, 2003, Sacramento received two payments of $62,000
and $63,000 which were reflective of quarterly interest income accrued.
9
On July 17, 2002, the Corporation purchased for $1,350,000 ($2,004,000 Canadian)
a 31% interest in a promissory note in the principal amount of $6,500,000
Canadian secured by a first mortgage on approximately 256 acres of land zoned
for industrial development located in Alberta, Canada, from Paragon Capital
Corporation Limited ("Paragon"), an Alberta, Canada loan broker, in connection
with the acquisition of the secured loan from the original lender. The loan
balance at December 31, 2002, converted to U.S. dollars based on the year-end
exchange rates, was approximately $1,264,000. The secured loan was in default at
the time of loan purchase and the land was recovered through foreclosure. In
January 2003, the land was sold and the principal and interest owing on the
promissory note were recovered.
On September 27, 2002, the Corporation purchased for $2,925,000 ($4,500,000
Canadian) a 36% interest in a promissory note with an outstanding balance of
$12,500,000 Canadian secured by first mortgages on 188 condominium units located
in Calgary, Alberta, Canada, an assignment of rents and sales proceeds from the
condominiums, and a personal guarantee from a shareholder of the borrower. The
loan balance as of March 31, 2003, converted to US$ based on the quarter ended
exchange rates was approximately $3,064,000. In April 2003, the borrower repaid
the loan.
On October 31, 2002, the Corporation sold a commercial office building that it
had previously acquired through foreclosure and received a purchase-money
promissory note in the original principal amount of $4,000,000, which is secured
by a first trust deed on the building. The promissory note accrues interest at 7
1/2% per annum, payable monthly, with principal payments of $300,000 due January
1, 2003, and $200,000 due on April 1, 2003, with the balance due on or before
September 30, 2004. At June 30, 2003, payment of principal and interest was
current and the principal balance was $3,500,000.
On March 3, 2003, the Corporation made a loan in the amount of $1,000,000,
secured by a second mortgage, subject to a senior mortgage with a principal
balance of $600,000, on a personal residence located in Malibu, California.
Interest is payable monthly and principal is due at maturity on March 1, 2005.
The loan originally accrued interest at 13% per annum but as of June 30, 2003 it
accrues interest at the rate of 18% per annum due to two prior defaults in the
payment of interest by the obligor, which resets interest to a higher rate. As
of June 30, 2003, payment of principal and interest was current.
On April 25, 2003, the Corporation made a secured loan in the principal amount
of $2,500,000 for a term of two years at an interest rate of 10% per annum, with
interest payable monthly and principal due at maturity. The loan is secured by
640 acres of land in Bakersfield, California zoned and entitled for residential
and commercial development. At June 30, 2003, payment of principal and interest
was current.
10
5. INVENTORIES
Inventories are valued at the lower of cost (first-in-first-out) or market.
Inventories consisted of:
June 30, 2003 December 31, 2002
---------------------------------- -------------- -------------------
Raw materials $156,000 $ 197,000
Work in process 571,000 188,000
Finished goods 158,000 74,000
-------------- -------------------
885,000 459,000
Inventory reserve (81,000) (53,000)
-------------- -------------------
Total $804,000 $ 406,000
-------------- -------------------
6. GOODWILL
Effective January 1, 2002, the Corporation adopted Statement of Financial
Accounting Standards No. 142 ("SFAS No. 142"), GOODWILL AND OTHER INTANGIBLE
ASSETS, relating to the treatment of purchased goodwill and other intangibles.
The full amount of purchased goodwill relates to One Source Industries, LLC. In
accordance with SFAS No. 142, the Corporation ceased amortization of goodwill.
Accordingly, no goodwill amortization was recorded during the three or six
months ended June 30, 2003 and 2002. As of December 31, 2002, the Corporation
completed the required annual assessment of goodwill impairment and determined
that none of the recorded goodwill was impaired.
Intangible assets, which are included in other assets, are recorded at cost,
less accumulated amortization. Amortization of intangible assets with finite
lives is provided over their estimated useful lives ranging from three to five
years on a straight-line basis. Amortization expense included in selling,
general and administrative expense during the quarters ended June 30, 2003 and
June 30, 2002 approximated $12,000 and $5,500, respectively. Amortization
expense included in selling, general and administrative expense during the six
months ended June 30, 2003 and June 30, 2002 approximated $28,000 and $10,300,
respectively. Amortization expense for the fiscal years ending December 31, 2003
and 2004 is estimated to approximate $47,000 per year and amortization expense
for the fiscal years ending December 31, 2005 through 2007 is estimated to
approximate $10,000 per year.
As of June 30, 2003, goodwill and intangible assets with finite lives, net of
accumulated amortization, were as follows:
Amortization Historical Accumulated
Period cost amortization Net
------------- ----------- ------------- -------------
INTANGIBLE ASSETS SUBJECT TO AMORTIZATION
Acquired product technology rights:
Patents 5 years $ 93,000 $ 34,000 $ 59,000
Customer list 3 years 86,000 43,000 43,000
INTANGIBLE ASSETS NOT SUBJECT TO AMORTIZATION
Goodwill $6,039,000
11
7. NOTES PAYABLE
At June 30, notes payable included bank credit facilities comprised of a term
loan to Matrix and a line of credit and term loan to One Source. A margin loan
to the Corporation was outstanding during a portion of the quarter ended June
30, 2003.
Prior to May 15, 2003, Matrix had an equipment line of credit in the nominal
amount of $2,200,000 that was established in April 2000, had a maturity date of
April 2005, required monthly payments of interest only through March 2001, and
thereafter was scheduled to amortize in 48 equal monthly payments of principal
plus accrued interest computed at the prime interest rate (prime at December 31,
2002 was 4.25%). On May 15, 2003, the equipment line of credit was replaced by a
new term loan with the same lender in the principal amount of approximately
$965,000, representing the balance owed on the equipment line of credit it
replaced. The new term loan matures on May 15, 2004, provides for monthly
payments of principal of $30,000 plus interest at a rate equal to the prime
interest rate plus 2.5% (prime at June 30, 2003 was 4.0%) and the balance due at
maturity. At June 30, 2003, the outstanding principal balance on the new term
loan was approximately $904,000 and at December 31, 2002, the outstanding
principal balance on the previous equipment line of credit was $1,146,000. The
assets of Matrix secure the new term loan.
One Source obtained new financing from a bank in June 2003, to replace the
credit facility it had with another bank that matured on April 15, 2003. The new
financing consists of a line of credit for working capital purposes with a
maximum principal balance of $700,000 and a term loan in the amount of $267,000.
The line of credit and the term loan bear interest at the prime rate plus one
percent. The line of credit has a maturity date of May 31, 2004. The term loan
requires principal payments of $5,563 per month plus interest with the remaining
balance payable on May 31, 2005. At June 30, 2003, the outstanding balance on
the line of credit was $500,000 and the outstanding balance of the term loan was
$267,000.
The margin loan to the Corporation was established to fund the purchase of
interests in two real estate mortgage loans in Canada. This loan accrued
interest at the Bank of Canada prime rate minus 1/2% and was collateralized by
U.S. Treasury investments held at the same institution. During January 2003, the
loan was paid down by approximately $1,264,000, which represents the payoff of
one of the two real estate mortgage loans. In April 2003, upon receipt of the
proceeds from the payoff of the second real estate mortgage loan, the remaining
balance of approximately $2,880,000 was repaid.
8. COMMITMENTS AND CONTINGENCIES
ONE SOURCE INDUSTRIES, LLC V. JAMES R. PLUMB; JAMES R. PLUMB V. ONE SOURCE
INDUSTRIES, LLC. ET AL. On March 25, 2003, One Source and its wholly-owned
subsidiary, One Source PDF, LLC ("PDF"), filed a complaint against James R.
Plumb, a former
12
employee of PDF who resigned from PDF on March 3, 2003, alleging breach of
contract, misappropriation of trade secrets, unfair competition, trade libel and
related claims connected to Plumb's activities before and after his resignation.
On May 2, 2003, Plumb filed a cross-complaint against One Source, PDF; One
Source Industries, Inc.; a 20% owner of One Source; and Greg Ritter, vice
president-sales of One Source, for breach of contract, fraud and defamation in
connection with his employment by PDF and communications with customers
following Plumb's resignation. There has been no discovery in the cases to date.
This matter was settled in July 2003. No payment was made in either the action
brought by One Source or the cross-complaint brought by Plumb. In the
settlement, Plumb agreed not to solicit business from certain customers of One
Source for a period of five years.
BROWN & BIGELOW, INC. D/B/A HOTLINE PRODUCTS V. ONE SOURCE PDF, LLC. One Source
is the defendant in an action in the Federal District Court for the District of
Minnesota brought by Brown & Bigelow on March 14, 2003 for breach of contract,
seeking damages in the amount of $245,000, for products allegedly purchased from
Brown & Bigelow by One Source. One Source moved for dismissal of the action on
the basis of lack of jurisdiction in Minnesota. On July 11, 2003, the court
ruled that One Source had sufficient contacts with the state of Minnesota to
provide a basis for jurisdiction in that state. One Source has answered the
complaint with certain affirmative defenses relating to deficiencies in the
plaintiff's performance under the contract between the parties and has
counterclaimed for unspecified damages for breach of contract, violations of
applicable commercial codes, misrepresentation and fraud, unlawful trade
practices, unfair competition and misappropriation of trade secrets. While One
Source believes that it has defenses to the claims of Brown & Bigelow, the full
amount of the plaintiff's claim is reflected in One Source's accounts payable at
June 30, 2003.
BARRY BLANK V. WILLIAM BELZBERG, ET AL. On April 19, 2002, a complaint was filed
against the Corporation and each member of the Corporation's board of directors
in the Delaware Court of Chancery for New Castle County by a shareholder of the
Corporation. The lawsuit was filed in response to the Corporation's tender offer
to purchase any and all outstanding shares of its common stock at a price of
$2.80 per share (the "Offer"). The plaintiff brought this action individually
and as a purported class action on behalf of all shareholders of the
Corporation. The complaint, as subsequently amended, alleged that the
Corporation and the members of the Corporation's board of directors breached
their fiduciary duties to the Corporation's shareholders. Specifically the
complaint alleged: (a) Westminster's shareholders were denied the opportunity to
make a fully informed judgment on a major corporate transaction in which they
had to select among their options to hold or tender their stock; (b) the Offer
was structured in such a way that it was coercive; and (c) the Offer benefited
the fiduciaries at the expense of Westminster's public shareholders.
The complaint sought, among other things, preliminary and permanent injunctive
relief prohibiting the Corporation from proceeding and implementing the Offer
and, if the Offer was completed, an order rescinding the Offer and awarding
damages to the purported
13
class. On May 8, 2002, the Delaware Court of Chancery denied the motion for
expedited proceedings filed by the plaintiff and refused to schedule a hearing
on the plaintiff's motion for a preliminary injunction, which sought to enjoin
the Corporation's Offer. The Offer was closed without resolving the lawsuit.
Although Westminster and its directors denied and continue to deny any
allegations of wrongdoing, Westminster continued to engage in settlement
discussions with the plaintiff following completion of the Offer.
On January 7, 2003, a Stipulation of Settlement ("Settlement") was filed with
the Delaware Court of Chancery. On March 7, 2003, the Court of Chancery held a
hearing to consider the Settlement. On June 25, 2003, the Court of Chancery
entered an Order and Final Judgment approving the Settlement which provides as
follows: (i) Westminster will pay each shareholder that tendered common stock in
the Offer an additional $0.20 per share (less a pro rata share of attorneys'
fees); (ii) Westminster will purchase the common stock owned by Barry Blank,
which is represented to be approximately 349,300 shares, for $3.00 per share
(less a pro rata share of attorneys' fees); and (iii) William Belzberg, Hyman
Belzberg, Greggory Belzberg and Keenan Behrle ("Continuing Shareholders") will
contribute their shares of common stock to a newly formed company which will
then own in excess of 90% of Westminster's outstanding common stock and the new
company will then merge with and into Westminster, and each of the shareholders
of Westminster (other than the new company) will be entitled to receive $3.00
per share for their shares of common stock (less a pro rata share of attorneys'
fees) and the shareholders of the new company (i.e. the Continuing Shareholders)
will receive shares of stock of Westminster. Upon completion of the merger,
Westminster will be privately held by the Continuing Shareholders. If any of
Westminster's shareholders entitled to receive cash for their shares in the
merger object to the price, they may exercise appraisal rights as provided under
the Delaware General Corporation Law. The court did not approve the amount of
attorneys' fees provided for in the Settlement, reducing the award of fees from
$125,000 to $100,000. On July 2, 2003, Mr. Fred Lowenschuss, a Westminster
shareholder, filed a Request for Reconsideration of the Order and Final Judgment
with the Court of Chancery of the State of Delaware. On July 24, 2003, the court
denied Mr. Lowenschuss's Request for Reconsideration. The deadline to timely
appeal the Order and Final Judgment expired on July 25, 2003, and no appeals
were filed by that date.
PHYSICIAN ADVANTAGE, LLC V. TENET HEALTHCARE CORPORATION AND BROADLANE. In
December 2002, Physician Advantage filed a complaint against Tenet Healthcare,
Inc. and Broadlane, a subsidiary of Tenet Healthcare. Under a contract between
Tenet Healthcare and Access Managed Care, a subsidiary of Physician Advantage,
Physician Advantage administered a group purchasing program for physicians
associated with hospitals owned or managed by Tenet Healthcare. The contract
terminated in September 2002, when Broadlane elected not to renew it. In the
complaint, Physician Advantage alleges that it is entitled to continuing payment
of fees derived from future purchases made by physicians enrolled in the program
prior to expiration of the contract on September 29, 2002. The complaint seeks
declaratory relief, an accounting and damages, subject to proof, for breach of
contract and interference with contractual relationship. The defendants have
responded with a counterclaim alleging breach of contract and fraud and
14
have made certain procedural objections to the complaint. Both parties are
conducting initial discovery. No hearings on substantive issues have yet taken
place. Management of the Corporation believes the counter claims made by Tenet
Healthcare are without merit. The Corporation is unable to determine the likely
outcome of its complaint at the present time.
9. INCOME TAXES
On April 12, 2002, the Corporation received an audit report from the Internal
Revenue Service proposing an increase in tax for the 1998 tax year. In December
2002, the Corporation reached a settlement with the Internal Revenue Service
with respect to the audit. As a result of the settlement, in the fourth quarter
of 2002, the Corporation reduced its deferred income tax liabilities by
approximately $1,575,000 and credited the provision for income taxes. Certain
tax years remain open for examination by taxing authorities. Management believes
there are adequate accruals for potential adjustments that might be asserted
with respect to these years.
In March 2002, the Federal "Job Creation and Worker Assistance Act of 2002" (the
"Act") was enacted. The Act temporarily extended the general net operating loss
carryback period to five years from the previously applicable two years. For the
three and six months ended June 30, 2002, the tax benefit includes a $333,000
benefit related to the carryback of a net operating loss incurred by Matrix in
2001.
10. SUPPLEMENTAL CASH FLOW INFORMATION
Six months ended Six months ended
June 30, 2003 June 30, 2002
-------------------- --------------------
Supplemental schedule of cash flow information:
Interest paid $ 85,000 $ 70,000
==================== ====================
Income taxes (received) paid $ (362,000) $ 44,000
==================== ====================
Supplemental schedule of non-cash investing and
financing activities:
Issuance of Note Receivable on the sale of
real estate acquired through foreclosure $ - $675,000
==================== ====================
Unrealized gains (losses) on
securities available-for-sale $ (50,000) $ 12,000
==================== ====================
15
11. SEGMENT INFORMATION
Revenues, gross profit and other financial data for continuing operations of the
Corporation's industry segments for the three and six months ended June 30, 2003
and 2002 are set forth below. Even though management considers gross profit an
important element in the overall evaluation of a business segment, it considers
income (loss) before income taxes as the primary measure of profit/loss for each
segment. Substantially all revenues are earned in the United States of America
(dollars in thousands).
Point-of-
purchase Equipment Finance
display rentals Group and
and and purchasing secured
packaging sales services lending (3) Total
------------------------------------------------------
THREE MONTHS ENDED JUNE 30
2003
Revenues $ 3,657 $ 1,609 $ 163 $ 329 $ 5,758
Gross profit 626 488 163 329 1,606
Selling, general and administrative 1,070 529 150 442 2,191
Depreciation, amortization, 85 17 5 5 112
accretion, net (1)
Interest expense 4 15 - - 19
Segment income (loss) (533) (73) 8 (118) (716)
Other income - - - 383 383
Income (loss) before income taxes (2) (533) (73) 8 265 (333)
Total assets $ 10,683 $ 2,966 $ 487 $ 21,785 $35,921
2002
Revenues $ 5,313 $ 1,599 $ 139 $ 89 $ 7,140
Gross profit 1,927 520 139 89 2,675
Selling, general and administrative (4) 1,341 648 234 1,025 3,248
Depreciation, amortization, 25 19 8 2 54
accretion, net (1)
Interest expense 6 22 1 - 29
Segment income (loss) 555 (169) (104) (938) (656)
Other loss - - - (286) (286)
Income (loss) before income taxes (2) 555 (169) (104) (1,224) (942)
Capital expenditures 294 138 - - 432
Total assets $ 12,384 $ 4,100 $ 476 $ 21,352 $38,312
SIX MONTHS ENDED JUNE 30
2003
Revenues $ 6,349 $ 3,139 $ 307 $ 516 $10,311
Gross profit 1,283 922 307 516 3,028
Selling, general and administrative 2,510 1,011 319 873 4,713
Depreciation, amortization, 161 33 14 9 217
accretion, net (1)
Interest expense 41 6 1 30 78
Segment loss (1,429) (128) (27) (396) (1,980)
Other income - - - 305 305
Loss before income taxes (2) (1,429) (128) (27) (91) (1,675)
Capital expenditures 11 127 - 7 145
Total assets $ 10,683 $ 2,966 $ 487 $ 21,785 $35,921
2002
Revenues $ 8,228 $ 3,292 $ 282 $ 218 $12,020
Gross profit 2,804 1,125 282 218 4,429
Selling, general and administrative (4) 2,868 1,387 464 1,702 6,421
Depreciation, amortization,
accretion, net (1) 104 37 17 4 162
Interest expense 18 49 3 - 70
Segment loss (186) (348) (202) (1,488) (2,224)
Other loss - - - (201) (201)
Loss before income taxes (2) (186) (348) (202) (1,689) (2,425)
Capital expenditures 904 258 - - 1,162
Total assets $ 12,384 $ 4,100 $ 476 $ 21,352 $38,312
-------- -------- -------- -------- -----------
- ---------------
(1) Excludes depreciation and amortization charged to cost of sales.
(2) Income (loss) before taxes represents income (loss) before taxes, minority
interests and discontinued operations.
(3) Finance and secured lending includes corporate activities.
(4) Includes tender offer expenses of $33,000 for the three and six months
ended June 30, 2003 and $620,000 and $642,000 for the three and six months
ended June 30, 2002, respectively.
16
12. NET INCOME PER COMMON SHARE
Net income per common share is computed in accordance with Statement of
Financial Accounting Standards No. 128, EARNINGS PER SHARE, and is calculated on
the basis of the weighted average number of common shares outstanding during
each period for basic earnings per share plus the additional dilutive effect of
common stock equivalents for diluted earnings per share. The dilutive effect of
outstanding stock options is calculated using the treasury stock method. Due to
the Corporation incurring losses for the three and six months ended June 30,
2003 and 2002, no dilutive effect has been calculated.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS REGARDING VARIOUS ASPECTS OF
WESTMINSTER'S BUSINESS AND AFFAIRS, INCLUDING STATEMENTS ABOUT THE ADEQUACY OF
COLLATERAL FOR LOANS IN DEFAULT AND THE FUTURE CASH NEEDS OF THE CORPORATION.
THE WORDS "EXPECT," "ESTIMATE," "BELIEVE" AND SIMILAR EXPRESSIONS AND VARIATIONS
ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING
STATEMENTS INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. THE ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS.
STATEMENTS ABOUT FUTURE EARNINGS AND REVENUES AND THE ADEQUACY OF CASH RESOURCES
FOR FUTURE NEEDS ARE UNCERTAIN BECAUSE OF THE UNPREDICTABILITY OF FUTURE EVENTS
AFFECTING SUCH STATEMENTS. STATEMENTS ABOUT THE ADEQUACY OF REAL ESTATE
COLLATERAL INVOLVE PREDICTIONS AS TO WHAT A BUYER WILL BE WILLING TO PAY FOR THE
PROPERTY IN THE FUTURE, WHICH CANNOT BE KNOWN WITH CERTAINTY. READERS ARE
CAUTIONED NOT TO PUT UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS.
WESTMINSTER UNDERTAKES NO OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING
STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT ARISE AFTER THE DATE HEREOF.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis of financial condition and results of
operations discusses the Corporation's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported amounts of revenues and expenses. Actual amounts could differ from
those estimated under different assumptions or conditions. Management's beliefs
regarding significant accounting policies have not changed significantly from
those disclosed in the Corporation's Annual Report on Form 10-K for the year
ended December 31, 2002.
17
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
REVENUES
Our revenues decreased by $1,382,000 or 19.3% from $7,140,000 for the quarter
ended June 30, 2002 to $5,758,000 for the quarter ended June 30, 2003.
Revenues reported under "Sales to packaging customers" in the Consolidated
Statements of Operations, reflecting the operations of One Source, decreased 31%
during the quarter ended June 30, 2003 compared to the second quarter of the
prior year. This decrease is due to declines in sales of temporary packaging
displays and other point-of-purchase packaging products resulting from both a
slowdown in its customers' product shipments and loss of orders from its
customers related to lower retail demand.
Revenues reported under "Equipment rental and sales" in the Consolidated
Statements of Operations, representing the operations of Matrix, increased
nominally during the quarter ended June 30, 2003, compared to the second quarter
of the prior year, reflecting continuing downward pressure on equipment rentals
and rental prices. This is due in large measure to increased competition and the
general economic slowdown in business including conventions, trade shows and
other events.
"Group purchasing revenues" reflect the operations of Westland. Prior year
results have been restated to reflect Physician Advantage as a discontinued
operation. Revenues of Westland represented by gross sales less cost of sales,
reported on a net basis, increased by 17% due to both an increase in gross sales
and a reduction in cost of sales.
Finance and secured lending revenues for the quarter ended June 30, 2003 were
$329,000, compared to $89,000 for the second quarter of 2002, due to an increase
in interest income from loans as a result of higher loans receivable balances in
2003 compared to 2002.
GROSS PROFIT
Our gross profit decreased by $1,069,000 or 40.0% from $2,675,000 for the
quarter ended June 30, 2002 to $1,606,000 for the quarter ended June 30, 2003.
Gross profit generated by One Source was $626,000 in 2003 compared to $1,927,000
in 2002. Gross profit as a percentage of revenues decreased from 36.2% for the
quarter ended June 30, 2002 to 17.1% for the current quarter. This decrease in
margin is due to the decrease in revenues between the quarter ended June 30,
2003 and the quarter ended June 30, 2002, with consistent manufacturing overhead
cost of sales, and the completion of certain orders with margins below those
customarily targeted by One Source.
18
Gross profit generated by Matrix was $488,000 in the second quarter of 2003,
compared to $520,000 in the second quarter of 2002. Gross profit as a percentage
of revenues decreased to 30.3% for the quarter ended June 30, 2003 from 32.5%
for the quarter ended June 30, 2002. Cost of sales for this segment of
$1,121,000 for the quarter ended June 30, 2003 and $1,079,000 for the quarter
ended June 30, 2002 includes depreciation of approximately $245,000 and
$280,000, respectively. The deterioration in margin in the quarter ended June
2003 was due to increased cost of sales for staging projects partially offset by
a decline in depreciation expense and equipment maintenance expense.
Group purchasing revenues and finance and secured lending revenues are net
revenues earned from group purchasing services and finance and secured lending
activities, respectively, and as such, represent the gross profits earned by
these business segments.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased by $1,057,000 from
$3,248,000 for the quarter ended June 30, 2002 to $2,191,000 for the quarter
ended June 30, 2003.
Selling, general and administrative expenses for One Source were $1,070,000 for
the quarter ended June 30, 2003 compared to $1,341,000 for the quarter ended
June 30, 2002. The decrease in expense is largely attributable to the initiation
late in the first quarter of 2003 of a management strategy to reduce overhead,
including personnel and expense reductions consistent with sales levels
experienced by One Source during the quarter ended June 30, 2003.
Selling, general and administrative expenses for Matrix were $529,000 for the
quarter ended June 30, 2003 compared to $648,000 for the quarter ended June 30,
2002. Reductions in overhead made in response to a lower level of business
activity, particularly payroll and advertising and promotions, in 2003 compared
to 2002, were significant factors contributing to this decline. The reductions
were partially offset by increases in workers' compensation premiums in
California.
Selling, general and administrative expenses for the group purchasing segment
were $150,000 for the quarter ended June 30, 2003 compared to $234,000 for the
quarter ended June 30, 2002. This reduction in expense is due mainly to lower
payroll costs during the current quarter attributable to reductions in sales and
administrative personnel.
Selling, general and administrative expenses for the finance and secured lending
segment were $442,000 for the quarter ended June 30, 2003 compared to $1,025,000
for the quarter ended June 30, 2002. Lower professional fees in the current
quarter account for most of this reduction in expense.
19
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased from $54,000 for the three months ended
June 30, 2002 to $112,000 for the three months ended June 30, 2003. This
increase is due to additional purchases of property and equipment, subsequent to
June 30, 2002.
OTHER INCOME
Other income of $383,000 for the three months ended June 30, 2003, consists
principally of gain on the sale of equity securities acquired on the exercise of
warrants held by the Corporation. Other loss of $286,000 for the quarter ended
June 30, 2002, consists of unrealized losses on investments in limited
partnerships that invest in securities and a permanent impairment write-down on
an equity security, partially offset by a gain on a derivative instrument.
INCOME TAX
An income tax benefit of $96,000 was recorded for the three months ended June
30, 2003. This benefit represents a combined federal and state effective tax
rate of 28.8%.
For the comparable period in 2002, an income tax benefit of $157,000 was
recorded, representing a 16.6% effective tax rate. In 2002, the effective rate
of benefit was lower than the statutory rate due to permanent tax differences as
a result of non-deductible tender offer expenses.
MINORITY INTERESTS
The minority interests' share in the net loss for the quarter ended June 30,
2003 of $81,000 consists of the net loss attributable to the minority
shareholder of Matrix of $12,000 and the net loss attributable to the minority
shareholder of One Source of $69,000.
The minority interests' share in the net loss for the quarter ended June 30,
2002 consists of net income attributable to the minority interests of $34,000
composed of the minority interest share in the net income of One Source of
$63,000, offset by the minority interest share in the net loss of Matrix of
$29,000.
DISCONTINUED OPERATIONS
In June 2002, Physician Advantage received notice from Broadlane, a subsidiary
of Tenet Healthcare, Inc., of its election not to renew the contract scheduled
to expire on September 29, 2002, pursuant to which Physician Advantage provided
customer management services for Tenet's program for medical and surgical supply
sales to physicians. Revenues generated under the contract represented
substantially all of Physician Advantage's revenues. Accordingly, the operations
of Physician Advantage
20
ceased in October 2002 and the results of operations for this business are
reported as a discontinued operation for all periods presented.
NET LOSS
During the quarter ended June 30, 2003, we incurred a net loss of $156,000
compared to a net loss of $788,000 for the three months ended June 30, 2002.
Basic earnings (loss) per share were $(.03) in 2003 versus $(.13) in 2002.
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
REVENUES
Our revenues decreased by $1,709,000 or 14.2% from $12,020,000 for the six
months ended June 30, 2002 to $10,311,000 for the six months ended June 30,
2003.
Revenues reported under "Sales to packaging customers" in the Consolidated
Statements of Operations, reflecting the operations of One Source, decreased
22.8% during the six months ended June 30, 2003 compared to the corresponding
six month period of the prior year. This decrease is due to decreases in sales
of temporary packaging displays and other point-of-purchase packaging products
resulting from both a slowdown in its customers' product shipments and loss of
orders from its customers related to lower retail demand.
Revenues reported under "Equipment rental and sales" in the Consolidated
Statements of Operations, representing the operations of Matrix decreased 4.6%
during the six months ended June 30, 2003 compared to the first six months of
the prior year, reflecting continuing downward pressure on equipment rentals and
rental prices, particularly in wholesale rentals, due in large measure to
increased competition and the general economic slowdown in business including
conventions, trade shows and other events.
"Group purchasing revenues" reflect the operations of Westland. Prior year
results have been restated to reflect Physician Advantage as a discontinued
operation. Revenues of Westland represented by gross sales less cost of sales,
reported on a net basis, increased by 8.8% due to both an increase in gross
sales and a reduction in cost of sales.
Finance and secured lending revenues for the first six months of 2003 increased
from $218,000, for the six month period ended June 30, 2002, to $516,000, for
the six month period ended June 30, 2003, due to an increase in interest income
from loans as a result of higher loans receivable balances in 2003, compared to
2002.
GROSS PROFIT
Our gross profit decreased by $1,401,000 or 31.6% from $4,429,000 for the six
months ended June 30, 2002 to $3,028,000 for the six months ended June 30, 2003.
21
Gross profit generated by One Source was $1,283,000 in 2003 compared to
$2,804,000 in 2002. Gross profit as a percentage of revenues decreased from
34.1% for the six months ended June 30, 2002 to 20.2% for the current six month
period. This decrease in margin is due to the decrease in revenues between the
six months ended June 30, 2003 and the six months ended June 30, 2002, with
consistent manufacturing overhead cost of sales, and the completion of certain
orders with margins below those customarily targeted by One Source.
Gross profit generated by Matrix was $922,000 for the six months ended June 30,
2003 compared to $1,125,000 for the six months ended June 30, 2002. Gross profit
as a percentage of revenues decreased to 29.4% for the six months ended June 30,
2003 from 34.2% for the six months ended June 30, 2002. Cost of sales for this
segment of $2,217,000 for the six months ended June 30, 2003 and $2,167,000 for
the six months ended June 30, 2002 includes depreciation of approximately
$494,000 and $555,000, respectively. The deterioration in margin in the six
months ended June 30, 2003 was due to a decrease in rental revenue and
consistent cost of sales.
Group purchasing revenues and finance and secured lending revenues are net
revenues earned from group purchasing services and finance and secured lending
activities, respectively, and as such, represent the gross profits earned by
these business segments.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased by $1,708,000 from
$6,421,000 for the six months ended June 30, 2002 to $4,713,000 for the six
months ended June 30, 2003.
Selling, general and administrative expenses for One Source were $2,510,000 for
the six months ended June 30, 2003 compared to $2,868,000 for the six months
ended June 30, 2002. The decrease in expense is largely attributable to the
initiation, late in the first quarter of 2003, of a management strategy to
reduce overhead, including personnel and expense reductions, to down-size
overhead expenses, consistent with sales levels experienced by One Source during
the six months ended June 30, 2003.
Selling, general and administrative expenses for Matrix were $1,011,000 for the
six months ended June 30, 2003 compared to $1,387,000 for the six months ended
June 30, 2002. Reductions in overhead made in response to a lower level of
business activity, particularly payroll and advertising and promotions in 2003
compared to 2002, were significant factors contributing to this decline. The
reductions were partially offset by increases in workers' compensation premiums
in California.
Selling, general and administrative expenses for the group purchasing segment
were $319,000 for the six months ended June 30, 2003 compared to $464,000 for
the six months ended June 30, 2002. This reduction in expense is due mainly to
lower payroll
22
costs during the current six month period attributable to reductions in sales
and administrative personnel.
Selling, general and administrative expenses for the finance and secured lending
segment were $873,000 for the six months ended June 30, 2003 compared to
$1,702,000 for the six months ended June 30, 2002. Lower professional fees in
the current six month period account for most of this reduction in expense. The
prior year period included $642,000 in professional fees relating to the tender
offer made by the corporation for its stock.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization increased from $162,000 for the six months ended
June 30, 2002 to $217,000 for the six months ended June 30, 2003. This increase
is due to additional purchases of property and equipment, subsequent to June 30,
2002.
OTHER INCOME
Other income of $305,000 for the six months ended June 30, 2003 consists of gain
on the sale of equity securities acquired on the exercise of warrants held by
the Corporation and receipt of fees for a financing. Other loss for the six
months ended June 30, 2002 of $201,000 consists of unrealized losses on
investments in limited partnerships that invest in securities and a permanent
impairment write-down on an equity security, partially offset by a gain on a
derivative instrument.
INCOME TAX
An income tax benefit of $606,000 was recorded for the six months ended June 30,
2003. This benefit represents a combined federal and state effective tax rate of
36.1%.
For the comparable period in 2002, an income tax benefit of $1,044,000 was
recorded, representing a 43.1% effective tax rate. In 2002, the effective rate
of benefit was higher than the statutory rate primarily due to tax benefits
related to the carryback of a net operating loss incurred by Matrix in 2001,
resulting from the change in the Federal tax law. Excluding this prior period
benefit, the effective tax benefit was 29.3%. This effective benefit rate is
lower than the statutory rate due to permanent tax differences as a result of
non-deductible tender offer expenses.
MINORITY INTERESTS
The minority interests' share in the net loss for the six months ended June 30,
2003 of $200,000 consists of the net loss attributable to the minority
shareholder of Matrix of $26,000 and the net loss attributable to the minority
shareholder of One Source of $174,000.
23
In the six months ended June 30, 2002, the minority interests' share in the net
losses was $1,000, comprised of the minority interest share in the net loss of
One Source of $22,000, offset by the minority interest share in the net income
of Matrix of $21,000.
DISCONTINUED OPERATIONS
In June 2002, Physician Advantage received notice from Broadlane, a subsidiary
of Tenet Healthcare, Inc., of its election not to renew the contract scheduled
to expire on September 29, 2002, pursuant to which Physician Advantage provided
customer management services for Tenet's program for medical and surgical supply
sales to physicians. Revenues generated under the contract represented
substantially all of Physician Advantage's revenues. Accordingly, the operations
of Physician Advantage ceased in October 2002 and the results of operations for
this business are reported as a discontinued operation for all periods
presented.
NET LOSS
During the six months ended June 30, 2003, we incurred a net loss of $869,000
compared to a net loss of $1,318,000 for the six months ended June 30, 2002.
Basic earnings (loss) per share were $(.17) in 2003 versus $(.19) in 2002.
FINANCIAL CONDITION
LOANS RECEIVABLE
Westminster originates and, from time to time, purchases loans that are secured
by real estate, personal property or other collateral. Loan originations occur
as opportunities arise which management believes to be attractive after
considering the proposed terms including yield, duration, collateral coverage
and credit-worthiness of the borrower. As a result, the volume of loans
originated may vary from period to period and new loan originations may not
occur in every reporting period.
Westminster's loans receivable were $8,576,000 and $8,101,000 at June 30, 2003
and December 31, 2002, respectively.
BORROWINGS
At June 30, 2003, $1,713,000 was owed under various debt agreements, of which
$904,000 represents amounts owed by Matrix under term loans and $500,000 and
$267,000 represent amounts owed by One Source under a line of credit and a term
loan, respectively.
Prior to May 15, 2003, Matrix had an equipment line of credit in the nominal
amount of $2,200,000 that was established in April 2000, had a maturity date of
April 2005, required monthly payments of interest only through March 2001, and
thereafter was
24
scheduled to amortize in 48 equal monthly payments of principal plus accrued
interest computed at the prime interest rate (prime was 4.25% at December 31,
2002). On May 15, 2003, the equipment line of credit was replaced by a new term
loan with the same lender in the principal amount of approximately $965,000,
representing the balance owed on the equipment line of credit it replaced. The
new term loan matures on May 15, 2004, provides for monthly payments of
principal of $30,000 plus interest at a rate equal to the prime interest rate
plus 2.5% (prime was 4.0% at June 30, 2003) and the balance due at maturity. At
June 30, 2003, the outstanding principal balance on the new term loan was
approximately $904,000 and at December 31, 2002, the outstanding principal
balance on the previous equipment line of credit was $1,146,000. The assets of
Matrix secure the new term loan.
One Source obtained new financing from a bank in June 2003, to replace the
credit facility it had with another bank that matured on April 15, 2003. The new
financing consists of a line of credit for working capital purposes with a
maximum principal balance of $700,000 and a term loan in the amount of $267,000.
The line of credit and the term loan bear interest at the prime rate plus one
percent. The line of credit has a maturity date of May 31, 2004. The term loan
requires principal payments of $5,563 per month with the remaining balance
payable on May 31, 2005. At June 30, 2003, the outstanding balance on the line
of credit was $500,000 and the outstanding balance of the term loan was
$267,000.
Other borrowings include various capitalized leases and other debt owed by the
various subsidiaries of the Corporation.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $8,699,000 at June 30, 2003, most of which was
invested in top-tier investment grade commercial paper. Additionally,
Westminster held U.S. Government and Agency securities with a market value of
$2,463,000 at June 30, 2003.
Westminster's uses of cash during the six months included $5,075,000 in loan
originations, $4,769,000 in debt repayments and $145,000 in purchases of
property and equipment. Operations consumed $1,356,000 in cash during the six
months ended June 30, 2003.
Westminster's sources of cash during the six months included $5,039,000 in net
proceeds from the sale and maturities of securities offset by the purchase of
securities, $778,000 in borrowings and $4,600,000 in collections on notes
receivable.
In the opinion of management, the Corporation has sufficient cash and liquid
assets to fund its growth and operating plans for the foreseeable future.
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CONTRACTUAL OBLIGATIONS
There have been no significant increases in the Corporation's contractual
obligations as of June 30, 2003 from those disclosed in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 2002. During the quarter
ended June 30, 2003, One Source replaced its line of credit and term loan with a
new line of credit and a new term loan and Matrix replaced its line of credit
with a term loan.
MARKET RISK
Westminster is exposed to certain market risks, which are inherent in the
Corporation's financial instruments and arise from transactions entered into in
the normal course of business. Westminster has not entered into and does not
enter into derivative financial instruments for speculative purposes. A
discussion of the Corporation's primary market risk disclosure in financial
instruments is presented below and should be read in conjunction with the
forward-looking statement included herein.
Westminster is subject to interest rate risk on its marketable securities
portfolio and loans receivable. The marketable securities portfolio matures in
less than one year. The loan receivable portfolio is comprised of fixed rate
loans.
RECENTLY ISSUED ACCOUNTING STANDARDS
STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 148 ("SFAS No. 148"), ACCOUNTING
FOR STOCK-BASED COMPENSATION-TRANSITION AND DISCLOSURE, was issued in December
2002. SFAS No. 148 amends SFAS No. 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 No. 148 amends the
disclosure requirements of SFAS No. 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. The amendments to SFAS No. 123 are effective for financial statements
for fiscal years ending after December 15, 2003. The required disclosures for
interim financial statements are effective for financial reports containing
condensed financial statements for interim periods beginning after December 15,
2002. The adoption of this statement did not have a material impact on the
consolidated financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated herein by reference to the
section entitled "Market Risk" in Management's Discussion and Analysis of
Financial Condition and Results of Operations (Part 1, Item 2).
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ITEM 4.CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's President (principal executive officer) and Chief
Financial Officer (principal financial officer), has evaluated the effectiveness
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by this
report. Based on such evaluation, the Company's President (principal executive
officer) and Chief Financial Officer (principal financial officer) have
concluded that, as of the end of such period, the Company's disclosure controls
and procedures are effective in recording, processing, summarizing and
reporting, on a timely basis, information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act.
Internal Control Over Financial Reporting. There have not been any changes in
the Company's internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal
quarter to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ONE SOURCE INDUSTRIES, LLC V. JAMES R. PLUMB; JAMES R. PLUMB V. ONE SOURCE
INDUSTRIES, LLC. ET AL. On March 25, 2003, One Source and its wholly-owned
subsidiary, One Source PDF, LLC ("PDF"), filed a complaint against James R.
Plumb, a former employee of PDF who resigned from PDF on March 3, 2003, alleging
breach of contract, misappropriation of trade secrets, unfair competition, trade
libel and related claims connected to Plumb's activities before and after his
resignation. On May 2, 2003, Plumb filed a cross-complaint against One Source,
PDF; One Source Industries, Inc.; a 20% owner of One Source; and Greg Ritter,
vice president-sales of One Source, for breach of contract, fraud and defamation
in connection with his employment by PDF and communications with customers
following Plumb's resignation. There has been no discovery in the cases to date.
This matter was settled in July 2003. No payment was made in either the action
brought by One Source or the cross-complaint brought by Plumb. In the
settlement, Plumb agreed not to solicit business from certain customers of One
Source for a period of five years.
BROWN & BIGELOW, INC. D/B/A HOTLINE PRODUCTS V. ONE SOURCE PDF, LLC. One Source
is the defendant in an action in the Federal District Court for the District of
Minnesota brought by Brown & Bigelow on March 14, 2003 for breach of contract,
seeking damages in the amount of $245,000, for products allegedly purchased from
Brown & Bigelow by
27
One Source. One Source moved for dismissal of the action on the basis of lack of
jurisdiction in Minnesota. On July 11, 2003, the court ruled that One Source had
sufficient contacts with the state of Minnesota to provide a basis for
jurisdiction in that state. One Source has answered the complaint with certain
affirmative defenses relating to deficiencies in the plaintiff's performance
under the contract between the parties and has counterclaimed for unspecified
damages for breach of contract, violations of applicable commercial codes,
misrepresentation and fraud, unlawful trade practices, unfair competition and
misappropriation of trade secrets. While One Source believes that it has
defenses to the claims of Brown & Bigelow, the full amount of the plaintiff's
claim is reflected in One Source's accounts payable at June 30, 2003.
BARRY BLANK V. WILLIAM BELZBERG, ET AL. On April 19, 2002, a complaint was filed
against the Corporation and each member of the Corporation's board of directors
in the Delaware Court of Chancery for New Castle County by a shareholder of the
Corporation. The lawsuit was filed in response to the Corporation's tender offer
to purchase any and all outstanding shares of its common stock at a price of
$2.80 per share (the "Offer"). The plaintiff brought this action individually
and as a purported class action on behalf of all shareholders of the
Corporation. The complaint, as subsequently amended, alleged that the
Corporation and the members of the Corporation's board of directors breached
their fiduciary duties to the Corporation's shareholders. Specifically the
complaint alleged: (a) Westminster's shareholders were denied the opportunity to
make a fully informed judgment on a major corporate transaction in which they
had to select among their options to hold or tender their stock; (b) the Offer
was structured in such a way that it was coercive; and (c) the Offer benefited
the fiduciaries at the expense of Westminster's public shareholders.
The complaint sought, among other things, preliminary and permanent injunctive
relief prohibiting the Corporation from proceeding and implementing the Offer
and, if the Offer was completed, an order rescinding the Offer and awarding
damages to the purported class. On May 8, 2002, the Delaware Court of Chancery
denied the motion for expedited proceedings filed by the plaintiff and refused
to schedule a hearing on the plaintiff's motion for a preliminary injunction,
which sought to enjoin the Corporation's Offer. The Offer was closed without
resolving the lawsuit. Although Westminster and its directors denied and
continue to deny any allegations of wrongdoing, Westminster continued to engage
in settlement discussions with the plaintiff following completion of the Offer.
On January 7, 2003, a Stipulation of Settlement ("Settlement") was filed with
the Delaware Court of Chancery. On March 7, 2003, the Court of Chancery held a
hearing to consider the Settlement. On June 25, 2003, the Court of Chancery
entered an Order and Final Judgment approving the Settlement which provides as
follows: (i) Westminster will pay each shareholder that tendered common stock in
the Offer an additional $0.20 per share (less a pro rata share of attorneys'
fees); (ii) Westminster will purchase the common stock owned by Barry Blank,
which is represented to be approximately 349,300 shares, for $3.00 per share
(less a pro rata share of attorneys' fees); and (iii) William Belzberg, Hyman
Belzberg, Greggory Belzberg and Keenan Behrle ("Continuing Shareholders")
28
will contribute their shares of common stock to a newly formed company which
will then own in excess of 90% of Westminster's outstanding common stock and the
new company will then merge with and into Westminster, and each of the
shareholders of Westminster (other than the new company) will be entitled to
receive $3.00 per share for their shares of common stock (less a pro rata share
of attorneys' fees) and the shareholders of the new company (i.e. the Continuing
Shareholders) will receive shares of stock of Westminster. Upon completion of
the merger, Westminster will be privately held by the Continuing Shareholders.
If any of Westminster's shareholders entitled to receive cash for their shares
in the merger object to the price, they may exercise appraisal rights as
provided under the Delaware General Corporation Law. The court did not approve
the amount of attorneys' fees provided for in the Settlement, reducing the award
of fees from $125,000 to $100,000. On July 2, 2003, Mr. Fred Lowenschuss, a
Westminster shareholder, filed a Request for Reconsideration of the Order and
Final Judgment with the Court of Chancery of the State of Delaware. On July 24,
2003, the court denied Mr. Lowenschuss's Request for Reconsideration. The
deadline to timely appeal the Order and Final Judgment expired on July 25, 2003,
and no appeals were filed by that date.
PHYSICIAN ADVANTAGE, LLC V. TENET HEALTHCARE CORPORATION AND BROADLANE. In
December 2002, Physician Advantage filed a complaint against Tenet Healthcare,
Inc. and Broadlane, a subsidiary of Tenet Healthcare. Under a contract between
Tenet Healthcare and Access Managed Care, a subsidiary of Physician Advantage,
Physician Advantage administered a group purchasing program for physicians
associated with hospitals owned or managed by Tenet Healthcare. The contract
terminated in September 2002, when Broadlane elected not to renew it. In the
complaint, Physician Advantage alleges that it is entitled to continuing payment
of fees derived from future purchases made by physicians enrolled in the program
prior to expiration of the contract on September 29, 2002. The complaint seeks
declaratory relief, an accounting and damages, subject to proof, for breach of
contract and interference with contractual relationship. The defendants have
responded with a counterclaim alleging breach of contract and fraud and have
made certain procedural objections to the complaint. Both parties are conducting
initial discovery. No hearings on substantive issues have yet taken place.
Management of the Corporation believes the counter claims made by Tenet
Healthcare are without merit. The Corporation is unable to determine the likely
outcome of its complaint at the present time.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 99-1 - Certificates of Chief Executive Officer and Chief
Financial Officer pursuant to Securities Exchange Act Rules 13a-15(e)
and 15d-15(e) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 dated August 13, 2003.
Exhibit 99-2 - Certificates of Chief Executive Officer and Chief
Financial Officer pursuant to Section 18 U.S.C. section 1350 dated
August 13, 2003.
(b) Westminster filed with the Commission on June 27, 2003, a Current
Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 13, 2003 WESTMINSTER CAPITAL, INC.
(Registrant)
By /s/ William Belzberg
--------------------------------
William Belzberg,
Chairman of the Board of
Directors and Chief
Executive Officer
By /s/ Keenan Behrle
--------------------------------
Keenan Behrle
Executive Vice President,
Chief Financial Officer
and Principal Accounting Officer
30