SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
Commission file number: 0-13499-D
WORLD SERVICES, INC.
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(Name of small business issuer in its charter)
South Dakota 46-0355586
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
724 N. Kline, P.O. Box 786
Aberdeen, South Dakota 57402-0786
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(Address of principal executive offices) Zip Code
Issuer's telephone number: (605) 225-4131
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 at least the past 90 days.
Yes X No .
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- KSB or any amendment to
this Form 10-KSB. [XX]
Issuer's revenues for its most recent fiscal year: $374,000.
Aggregate market value of voting stock held by non-affiliates as of
December 31, 1997: $-0-. There is currently no trading market for the
Registrant's securities.
Number of shares of common stock, $.001 par value, outstanding as of
December 31, 1997: 2,639,679.
Documents incorporated by reference: No documents are incorporated by
reference into this annual report on Form 10-KSB.
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WORLD SERVICES, INC.
FORM 10-KSB
PART I
Item 1. Description of Business
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(a) Business Development.
General. World Services, Inc. (the "Registrant") was incorporated under the
laws of the State of South Dakota on December 17, 1979 under the name of Midwest
Management & Marketing Corporation. The name was changed in July 1983 to World
Services, Inc. World Services, a diversified financial holding company, was
formed to invest in and manage companies primarily in the real estate, insurance
and banking industries, along with other service industries. World Services is
the owner of approximately 16% of the outstanding stock of Super 8 Motel
Developers, Inc. ("Super 8"). In 1997, World Services sold its interest in the
outstanding stock of First Savings & Loan Association of South Dakota, Inc.
("First Savings"). In August 1997, World Services also completed a 510-for-one
reverse stock split followed by a one-for-300 forward stock split. This
recapitalization resulted in World Services repurchasing a total of 436,000
shares (calculated after giving effect to the recapitalization) for a total of
$107,000 cash paid to shareholders who submitted their shares for redemption
through December 31, 1997, and an additional $73,000 payable to shareholders who
had not submitted their shares for redemption by that date.
The current members of the Board of Directors were appointed in 1989 upon
the resignation of the former members of the Board. Since that time, World
Services has been maintained as a valid South Dakota corporation, it has been
collecting receivables and settling debts incurred by World Services through the
cessation of its active operations, and has been maintaining the books and
records to allow World Services to obtain audited financial statements as
necessary. World Services has not engaged in any significant business activity
for more than the past five years.
Super 8 -- Summary. In a series of transactions during 1984, World Services
acquired shares of World Venture Capital Corporation which subsequently changed
its name to Super 8 Venture Capital, Inc. ("S8VC") which shares, at December 31,
1985, constituted 43.9% of the outstanding common stock of S8VC and had a
carrying value of $628,327. In May 1986 S8VC was liquidated and its assets
consisting of cash, World Services' common stock and common stock of Super 8
Motel Developers, Inc. ("Super 8") were distributed to shareholders. As a result
of the liquidation and subsequent transactions, World Services received 796,952
shares or approximately 16% of Super 8's common stock, $16,689 in cash and
125,000 shares of its own common stock. Super 8 Motel Developers Inc. is engaged
in the acquisition and operation of budget motels. See "Narrative Description of
Business" and "Financial Statements."
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As noted, the future conduct of World Services' business is dependent upon
a number of factors, and there can be no assurance that World Services will be
able to conduct its operations as contemplated herein. Certain statements
contained in this report, such as the possibility that World Services may
acquire an operating business or, if any such business is acquired that it can
be successfully operated, are forward-looking statements. The accuracy of these
statements cannot be guaranteed as they are subject to a variety of risks
including, but not limited to: the possibility that World Services will not be
able to complete any such acquisition on economic terms, if at all; and if such
an acquisition does occur, the possibility that World Services will not be able
to operate the business successfully. Furthermore, if any acquisition does
occur, it will likely be accompanied by a change of control, and there can be no
assurance that such change of control will be beneficial to World Services or
its existing shareholders.
(b) Business of Issuer.
In the near future, World Services intends to maintain its investments in
Super 8. In addition, World Services intends to consider business combinations
and financing opportunities, although there can be no assurance that World
Services will be able to complete either.
Super 8 Motel Developers, Inc.
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Acquisition. Super 8 Motel Developers, Inc., a South Dakota corporation
("Super 8"), is engaged in the acquisition and development and management of
budget motels. Super 8 was formerly 40% owned by Super 8 Venture Capital, Inc.
("S8VC"), a South Dakota corporation formed in April 1984 to invest in, develop
and manage motels. In connection with the formation of S8VC, 125,000 shares of
World Services' unregistered common stock were issued in September 1984 in
exchange for 2,500,000 shares of common stock of S8VC which was subsequently
reduced to 2,249,993 shares.
Business of Super 8. The primary objective of Super 8 is to develop and
operate franchise budget motels primarily in Virginia, West Virginia, Maryland,
Delaware and the District of Columbia. Super 8 acquired exclusive franchise
rights in July 1984 from Super 8 Motels, Inc., for $250,000. The agreement
grants Super 8 certain exclusive rights in the above-referenced states to
construct, own, and operate motels using the Super 8 name and to represent Super
8 Motels, Inc. in the sale of franchises within that territory. Significant
terms of the agreement and amendments thereto are as follows:
1. The term of the agreement is through 2004;
2. The initial franchise fee payable by motels which are owned at least
51% by Super 8 is $10,000;
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3. Super 8 is to receive one-third of the initial franchise fee,
presently $20,000, of each franchise sold by the Super 8 system in the
territory; and
4. A specified percentage of the annual gross room rentals of each
operating unit is to be tendered to Super 8 Motels, Inc. as a fee for
services rendered and royalties. Super 8 Motels, Inc. will pay 25% of
the fee it receives from each motel unit in the territory as a fee for
services rendered by Super 8. Those payments are to continue from the
date such motel unit in the territory first commences monthly royalty
payments for ten years (for motels opened on or before July 11, 1990)
and for 15 years (for motels opened after July 11, 1990). Subfranchise
fee income to Super 8 under this agreement were $434,833 during the
year ended December 31, 1997, and $422,600 (1996).
Super 8 acquired these franchise rights in July 1984. As of March 1988,
Super 8 had interests in nineteen motels operating and four motels under
construction; as of December 31, 1997, Super 8 had interests in 28 operating
motels (29 as of December 31, 1996). The size of motels vary from 42 to 73 units
and are, in most instances, located adjacent to restaurant facilities.
At December 31, 1997, Super 8 was also a general partner in nine limited
partnerships (nine as of December 31, 1996), (which are in addition to the 28
motels owned by Super 8 at December 31, 1997), all of which were formed for the
purpose of owning and operating Super 8 Motels.
In 1997, World Services received dividend income from Super 8 of
approximately $239,000 (as compared to $160,000 received in 1996). Management of
World Services believes that the market value of its investment in Super 8
equals or exceeds its current cost basis.
Competition. Super 8 is in competition with a large number of lower priced,
"budget" motel chains, such as Motel 6, Days Inn, Econolodge, and Red Roof Inn.
In addition, there are many individually-owned motels which are not part of a
chain, or which are members of a marketing organization such as "Best Western."
Super 8 generally competes with these other motels on pricing, location, and
advertising.
First Savings & Loan Association of South Dakota, Inc.
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Acquisition of Interest. In a series of cash purchases totalling
approximately $270,021, from February 1981 through March 1983, World Services
acquired approximately 22% of the outstanding capital stock of First Savings &
Loan Association of South Dakota, Inc. ("First Savings"), a South Dakota
corporation, operating primarily in the city of Aberdeen. In May 1985 World
Services purchased an additional 4,250 shares of First Savings stock for $2,000.
First Savings is engaged in the business of attracting funds in the form of
savings deposits from the general public and originating loans secured by
residential, commercial and other improved real estate, and operates under the
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rules of the OTS, the Federal Deposit Insurance Corporation ("FDIC") and the
State Banking Commission of South Dakota. All of its accounts are FDIC insured
up to a maximum of $100,000 per account. First Savings' common stock has been
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
Sale of First Savings Interest. In September 1996, World Services was
contacted by the federal Office of Thrift Supervision concerning certain changes
in the alleged control of First Savings stock, the ownership of First Savings
stock by certain affiliates of World Services, and a threatened action against
World Services as a result thereof. OTS notified World Services and some of its
directors that they may be in violation of OTS Reg. No. 574.4(b), relating to a
requirement of submitting either a change of control notice or rebuttals of
concerted action or control. World Services disputed the bases for the OTS'
allegations. As a result of the OTS investigation, however, World Services sold
its entire interest in First Savings to an unaffiliated buyer in August 1997.
The Buyer, Spectrum Bancorporation, Inc., of Omaha, Nebraska purchased 169,989
shares of First Savings Common Stock for $427,000 ($2.51 per share). In August
1997, World Services' shareholders approved the sale of the First Savings stock.
The sale was completed in October 1997.
Plan of Operations
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To date, World Services has not been engaged in any operations other than
attempting to organize its affairs, settle its obligations, collect receivables
and, more recently, bring World Services up to date with required governmental
filings and compliance with other regulatory requirements. In 1997 World
Services held a shareholders meeting and completed the sale of its entire
interest in First Savings. The current Board of Directors has not yet sought any
possible business combination.
In the future, the Board will seek direction from the shareholders as to an
appropriate course for World Services to follow. This course could include any
of several alternatives, briefly identified as follows:
1. Dissolution and Liquidation. Pursuant to this alternative, World Services
would seek shareholder approval for the liquidation of World Services and
the distribution of net assets to shareholders on a pro rata basis.
2. Continuation of World Services as a going concern. Pursuant to this
alternative, World Services, through its elected Board of Directors and
management, would seek business opportunities and consider various
possibilities of reorganization with the intention of allowing World
Services to engage in active business operations.
3. Sale or distribution of World Services' minority interest. In connection
with either or both of the foregoing alternatives, World Services may
consider the sale of its minority interest in Super 8. This may be
necessary to avoid the application of the Investment Company Act, as
discussed below.
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4. Seeking a waiver from the application of the Investment Company Act or
registering as an investment company or business development company.
The Board of Directors has not made any determination as to which, if any
of the foregoing alternatives, it may recommend to the shareholders of World
Services. Any such recommendation will be in the form of a proxy statement
meeting the requirements of Schedule 14A of the Securities Exchange Act of 1934,
as amended.
Possible Liquidation
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To the extent the Board of Directors recommends liquidation to the
shareholders, it will do so in accordance with the applicable requirements of
South Dakota corporation law and the requirements of the Securities Exchange Act
of 1934. Because World Services has attempted to sell its interest in Super 8
previously, there can be no assurance that World Services will be able to do so
in connection with any liquidation plan. Furthermore, there can be no assurance
whether World Services would be offered a fair price in connection with any
attempt to liquidate its interest in Super 8.
Consequently, it is possible that World Services may propose to the
shareholders that it not attempt to sell World Services' interest in Super 8,
but rather that World Services distribute the Super 8 shares to World Services'
shareholders in a pro rata distribution. There are significant regulatory
hurdles and taxation issues that must be considered in connection with either
spin off or a sale which World Services has not yet contemplated. Any such
transaction will, however, only be done in accordance with all applicable
requirements, including the requirements of the Securities Exchange Act of 1934
and state corporation laws.
Business Combinations.
- ----------------------
It is possible that World Services may attempt to implement a business plan
to seek, investigate, and, if warranted, to acquire an interest in a business
opportunity which management believes may provide a return to World Services and
its shareholders. World Services may attempt to do so using its working capital
(including the funds made available by the sale of its interest in First
Savings) and its unissued common stock instead of cash or debt; any issuance of
common stock or other equity interest would dilute the ownership percentage of
World Services' existing shareholders.
World Services has not yet identified a business opportunity for
acquisition. It is expected to seek out developing companies to allow World
Services to expand into new products or markets, or to develop a new product or
service. Established businesses which may be experiencing financial or operating
difficulties and would be in need of the additional capital and management
expertise World Services could provide also will be investigated. In some
instances, a business opportunity may involve the acquisition of or merger with
a corporation which does not need substantial additional cash but which desires
to establish a public trading market for its securities.
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World Services anticipates that the selection of a business opportunity
will be a complex process and will involve a number of risks, because
potentially available business opportunities may occur in many different
industries and may be in various stages of development. Due in part to depressed
economic conditions in a number of geographic areas, rapid technological
advances being made in some industries and shortages of available capital,
management believes that there are numerous firms seeking either the limited
additional capital which World Services will have or the benefits of a publicly
traded corporation, or both. The perceived benefits of a publicly traded
corporation may include facilitating or improving the terms upon which
additional equity financing may be sought, providing liquidity for estate
planning needs of principle shareholders, creating a means for providing
incentive stock options or similar benefits to key employees, providing
liquidity for all shareholders and other factors.
In seeking business opportunities, management's decision will be based upon
the objective of seeking long-term capital appreciation in real value of World
Services' investment. Current income will be only a minor factor in such
decisions.
It is anticipated that World Services will essentially be limited to one
business venture in the foreseeable future, due to World Services' limited
financing. This lack of diversification will not permit World Services to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase World
Services' securities.
In some cases, management of World Services will have the authority to
effect acquisitions without submitting the proposal to the shareholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the Board of Directors to seek the
shareholders' advice and consent, or because of a requirement of state law to do
so. There can be no assurance that World Services will be able to complete any
such acquisition.
Sale or Distribution of Minority Interests
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World Services may attempt to sell all or a portion of World Services'
interests in Super 8, in connection with any business combination that may be
pursued by World Services. Alternatively, World Services might consider
distributing to World Services' shareholders, on a pro rata basis, interests in
Super 8. It is likely that any such sale or distribution would require
shareholder approval under South Dakota law, as well as possible approval by the
South Dakota Attorney General and Division of Securities.
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Registration Under or Waiver of Investment Company Act
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In its proxy statement for the meeting of shareholders held September 29,
1988, World Services stated that if the proposal to sell World Services' assets
was approved and the transactions completed, World Services intended to elect
treatment as a business development company ("BDC") under the Investment Company
Act of 1940 (the "1940 Act"). The transactions anticipated by World Services
were the sale of the travel and the real estate operations to certain affiliates
(which occurred in March 1989), and the sale of World Services' interest in
First Savings (which occurred in August 1997). World Services never made an
election to be treated as a BDC because World Services did not have sufficient
working capital to complete the steps necessary for such an election.
World Services currently might be considered an "investment company" as
that term is defined in the 1940 Act. An investment company is generally a
company that is engaged in the business of investing, holding, reinvesting, or
trading of investment securities. Investment securities are defined by the 1940
Act to include all securities except United States government obligations,
certain other securities and cash where World Services has less than a 50%
interest in the issuer. Under that definition, the Super 8 securities would
classify as investment securities.
Because these securities have such a significant position in World
Services' financial statements, it is possible that the Securities and Exchange
Commission may take the position that World Services is an investment company
and should be registered as such under the 1940 Act. World Services believes,
however, that if the 1940 Act is applicable at all, World Services is an
inadvertent investment company. This status resulted from the sale by World
Services of its operating assets in 1988-1989, the 1997 sale of its interest in
First Savings, and World Services' inability to sell its interest in Super 8.
World Services does not intend nor does it have authority to engage in the
business of investing, holding, reinvesting, or trading of investment
securities.
World Services intends to vigorously resist classification as an investment
company, and to take advantage of any exemptions or exceptions from application
of the 1940 Act, which allows an entity a one-time option during any three-year
period to claim an exemption as a "transient" investment company. The necessity
of asserting any such resistance, or making any claim of exemption, could be
time consuming and costly, or even prohibitive, given World Services' limited
resources.
Employees and Consultants
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World Services currently has no employees. Management anticipates that
employees and/or consultants will be retained as may be necessary to operate
World Services following any business combination. See also "Management."
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Item 2. Description of Property
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World Services is currenty renting a one room office from an unaffiliated
party for the sum of $250/month, including all utilities. Management believes
that this arrangement will be suitable for its needs for the immediate future,
until such time as any business combination has been substantially completed.
World Services owns no real property or material personal property.
Item 3. Legal Proceedings
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World Services is not a party to any legal proceedings except as follows,
and no such proceedings are known to be contemplated.
World Services is plaintiff in a civil action in the Circuit Court of the
Fifth Judicial Circuit of the State of South Dakota (Civ 97-187, entitled "World
Services, Inc. vs. Murray Woulfe") against Murray Woulfe, a former president of
World Services, on a promissory note. The action seeks recovery of $19,000 plus
interest and costs. Mr. Woulfe has denied liability and claims that he owes
World Services no obligation under the promissory note. The matter is scheduled
for trial in April of 1998 and it will be heard before one of the Circuit Judges
of the Fifth Judicial Circuit in and for the County of Brown, State of South
Dakota. As to the ultimate result, Plaintiff expects to prevail; however, the
defendant would have the right of appeal to the appellate court of the State of
South Dakota and, thus, giving it an indefinite date and time when this matter
can be satisfactorily concluded. Mr. Woulfe has made no material counterclaims
against World Services.
Item 4. Submission of Matters to a Vote of Security Holders.
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No matters were submitted to a vote of shareholders during the fourth
quarter of the fiscal year. World Services did hold a meeting of the
shareholders in August 1997, at which meeting the directors of World Services
were reelected. The sale of First Savings common stock was approved, and the
shareholders approved a 510-for-one reverse stock split followed by a one-for-
300 forward stock split.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters
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(a) Market Information.
World Services' Common Stock is not eligible for listing on the NASDAQ
system, and trading, if any, has been strictly limited to the over-the-counter
market. To the knowledge of World Services, there has been no trading in World
Services' Common Stock for a significant period of time. The Common Stock has
been quoted from time to time in the "Pink Sheets" maintained by the National
Quotation Bureau, Inc. Management believes that no established trading market
exists for World Services' Common Stock.
(b) Holders.
(b)(1) The approximate number of record holders of World Services' Common
Stock, $.001 par value, as of December 31, 1997 was approximately 1,777. This
figure does not reflect an indeterminable number of shareholders whose shares
are held in "street name."
(c) Dividends.
World Services has not paid a dividend with respect to its Common Stock and
cannot be expected to pay a dividend on its Common Stock in the foreseeable
future.
Item 6. Management's Discussion and Analysis or Plan of Operation
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Results of Operations
Years Ended December 31, 1997 and 1996
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As stated above, until recently World Services has been essentially
inactive since early 1988. Until 1995, World Services' activities consisted of
nothing more than maintaining its investments in First Savings and Super 8.
World Services' only earnings have been from dividends received from its
investments in 1996 and 1997, and a nominal amount of interest earned on
deposits.
Expenditures increased during 1997 as World Services incurred general and
administrative expenses in connection with expenses necessary to continue the
effectuation of World Services' Plan of Operations and preparation of responses
to the OTS as a result of its investigation. See Item 1(b) - Plan of Operations.
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Except for dividends which may be paid to World Services by Super 8 (which
cannot be assured), and interest from any funds on deposit, World Services
anticipates no other income. World Services anticipates continuing expenditures
during the 1998 fiscal year as it continues to comply with its obligations as a
reporting company pursuant to the Securities Exchange Act of 1934 and the South
Dakota corporations law.
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") 130, "Reporting Comprehensive Income"
and SFAS 131, "Disclosures About Segments of an Enterprise and Related
Information."
SFAS 130 establishes standards for reporting and display of comprehensive
income, its components, and accumulated balances. Comprehensive income is
defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
SFAS 130 requires that all components of comprehensive income shall be
classified based on their nature, and shall be reported in the financial
statements in the period in which they are recognized. A total amount for
comprehensive income shall be displayed in the financial statements where
the components of other comprehensive income are reported.
SFAS 131 supersedes SFAS 14, "Financial Reporting for Segments of a
Business Enterprise." SFAS 131 establishes standards on the way that public
companies report financial information about operating segments in annual
financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. It
also establishes standards for disclosures regarding products and services,
geographic areas, and major customers. SFAS 131 defines operating segments
as components of a company about which separate financial information is
available that is evaluated regularly by the chief operating decision maker
in deciding how to allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. SFAS 130 and 131 are not expected to have a
material impact on World Services.
Liquidity and Capital Resources
December 31, 1997 and 1996
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At the time World Services ceased active business operations in 1989, it
was essentially out of money and has been unable to raise any substantial
amounts of money since that time. World Services disposed of its interests in
its travel agency, real estate operations and insurance operations in an effort
to minimize its general and administrative expenses and to raise cash. World
Services received approximately $239,000 in dividends from Super 8 in 1997 and
$160,000 in 1996. World Services received dividends of approximately $17,000 in
fiscal 1996 and no dividends from First Savings in 1997.
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At December 31, 1997 and 1996, World Services had net working capital of
$752,000 and $199,000 respectively, as a result of cash dividends received by
World Services from Super 8 and First Savings. Prior to 1994, World Services had
significant working capital deficits.
World Services' most significant asset is its investments in Super 8, which
is carried at cost. Management believes that the fair market value of this
investment is equal to or in excess of its book value. However, as a result of
the extent of World Services' percentage ownership in Super 8 and its inability
to significantly influence this entity, the ultimate realization of this
investment may be subject to conditions outside the control of World Services.
Furthermore World Services received dividends of approximately $239,000 from
Super 8 in 1997 and $160,000 in 1996, which have provided World Services with a
means of bringing its obligations current and to formulate and effectuate its
plan of operations. In 1997, World Services also received proceeds of
approximately $427,000 from the sale of its investment in First Savings to an
unaffiliated third party. As described above, in 1996 and previous years, World
Services had received dividends from its investment in First Savings which also
added to its working capital. World Services will receive no additional
dividends from First Savings since World Services sold its entire interest in
First Savings in October 1997.
During the years ended December 31, 1997 and December 31, 1996, World
Services had limited cash flows from investing and financing activities.
Item 7. Financial Statements
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World Services' audited financial statements, described as follows, are
appended to the signature page of this report.
World Services, Inc.
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Independent Auditor's Report.....................................F-2
Balance Sheet - December 31, 1997................................F-3
Statements of Operations - For the Years
Ended December 31, 1997 and 1996.................................F-4
Statement of Changes in Stockholder's Equity -
For the Period from January 1, 1996 through December 31, 1997....F-5
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Statements of Cash Flow - For the Years
Ended December 31, 1997 and 1996.................................F-6
Notes to Financial Statements....................................F-7
Super 8 Motel Developers, Inc.
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INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Consolidated Balance Sheets
Consolidated Statements of Operations for the
Years Ended December 31, 1997 and 1996
Consolidated Statements of Stockholders' Equity
for the Years Ended December 31, 1997 and 1996
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
SUPPLEMENTARY INFORMATION:
Independent Auditor's Report on the
Supplementary Information
Schedules of Consolidated Operating Expenses
Corporate Organizational Data
Item 8. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure.
---------------------
Since inception, World Services has not filed a Form 8-K reporting a change
of accountants, nor has there been any material disagreement with its
accountants on any matter regarding accounting or financial disclosure.
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
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With Section 16(a) of the Exchange Act
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(a) Identification of Directors and Executive Officers.
The officers and directors of World Services are listed below. The
directors of World Services are elected to hold office until the next annual
meeting of shareholders and until their respective successors have been elected
and qualified. Officers of World Services are elected by the Board of Directors
and hold office until their successors are elected and qualified.
The current officers and directors of World Services are:
Name Age Position
- ---- --- --------
Ronne Tarrell 56 President, Director
Delores Bower 54 Vice President, Director
David Jorgenson 62 Director
Delbert Harty 58 Director
Terry Heinz 40 Secretary, Treasurer, Director
A brief summary of the business experience of each person who is currently
an officer or director of World Services, and such person's service with World
Services is as follows:
Ronne Tarrell has been president since 1993 and a director of World
Services since 1990. He is a licensed realtor in the State of South Dakota and
has owned and operated Tarrell Realty in Aberdeen, South Dakota, for more than
the past five years. Mr. Tarrell is not a director of any other corporation
which has a class of securities registered under the Securities Exchange Act of
1934.
Delores Bower has been Vice President and a Director of World Services
since 1990. She has been financial director of Midwest Paint, a privately held
company in Aberdeen, South Dakota, for more than the past five years. Mrs. Bower
is not a director of any other corporation which has a class of securities
registered under the Securities Exchange Act of 1934.
David Jorgenson was Secretary and Treasurer from 1993 until 1998, and a
director of World Services since 1990. Mr. Jorgenson is manager of a small
business in Aberdeen, South Dakota. For the five prior years, Mr. Jorgenson was
a state video lottery inspector for the State of South Dakota Lottery
Commission. In addition, Mr. Jorgenson manages his own investments. Mr.
Jorgenson is not a director of any other corporation which has a class of
securities registered under the Securities Exchange Act of 1934.
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Delbert Harty has been a director of World Services since 1993. He has been
retired for more than the last five years, and currently manages his personal
investments. Prior to retirement he was employed as a machinist. Mr. Harty is
not a director of any other corporation which has a class of securities
registered under the Securities Exchange Act of 1934.
Terry Heinz has been a director of World Services since 1993 and
Secretary-Treasurer from 1998. Since October 1993, Mr. Heinz has been an account
executive at Tel Serv, Inc., a direct marketing firm in Aberdeen, South Dakota.
From April 1984 until October 1993 he was a sales representative for Dial-Net, a
marketing firm in Sioux Falls, South Dakota. Mr. Heinz is not a director of any
other corporation which has a class of securities registered under the
Securities Exchange Act of 1934.
(b) Significant Employees.
World Services has no salaried employees at the present time. As described
below, World Services does pay compensation is paid to its president as an
independent contractor.
(c) Family Relationships.
There are no family relationships among any of World Services' officers
and/or directors.
(d) Involvement in Certain Legal Proceedings.
During the past five years, no current director, executive officer,
promoter or control person of World Services has:
(1) Filed or has had filed against him a petition under the federal
bankruptcy laws or any state insolvency law, nor has a receiver, fiscal agent or
similar officer been appointed by a court for the business or property of such
person, or any partnership in which he was a general partner, or any corporation
or business association of which he was an executive officer at or within two
years before such filings;
(2) Been convicted in a criminal proceeding or is a named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) Been the subject of any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining such person from, or
otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures
Trading Commission, or an associated person of any of the foregoing, or as an
16
<PAGE>
investment adviser, underwriter, broker or dealer in securities, or as an
affiliated person, director, or employee of any investment company, bank,
savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws;
(4) Been the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described in paragraph (3)(i) above, or to
be associated with persons engaged in any such activity; or
(5) Been found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission (the "Commission") to have violated
any federal or state securities law, and the judgment in such civil action or
finding by the Commission has not been subsequently reversed, suspended, or
vacated.
(6) Been found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
Item 10. Executive Compensation
- -------------------------------
(a)(1) & (2) Cash Compensation.
The following table sets forth information regarding compensation paid to
the chief executive officer of World Services for the three years ended December
31, 1997. No other person who is currently an executive officer of World
Services earned salary and bonus compensation exceeding $100,000 during any of
those years.
<TABLE>
<CAPTION>
Annual Compensation ($$) Long Term Compensation
---------------------------- --------------------------
Awards Payouts
--------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted
Name and Stock Options LTIP Other
Position Year Salary Bonus Other Awards & SARs Payouts Compensation
-------- ---- ------ ----- ----- ------ ------ ------- ------------
($$) ($$) ($$) ($$) (##) ($$) ($$)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ronne Tarrell 1997 22,000 -0- -0- -0- -0- -0- -0-
President and 1996 -0- -0- -0- -0- -0- -0- -0-
Chief Executive 1995 -0- -0- -0- -0- -0- -0- -0-
Officer
17
</TABLE>
<PAGE>
(b)(1) Compensation Under Plans.
World Services has no stock option plan, stock bonus plan, other
compensatory plan or arrangement, or employee benefit plan for employees,
consultants, officers, or directors.
(c) Other Compensation.
No other compensation was paid or distributed to any officer or director of
World Services for services rendered to World Services during the 1997 fiscal
year.
(d) Compensation of Directors.
In 1996 and 1997, World Services paid its directors $150 per directors'
meeting attended for their services. In addition, officers and directors may
receive reimbursement for out-of-pocket expenses incurred by them in connection
with the business of World Services.
World Services has no other arrangements pursuant to which any director of
World Services was compensated during the 1997 fiscal year for services as a
director.
(e) Termination of Employment and Change in Control.
World Services has no compensation plan or arrangement with respect to any
executive officer which plan or arrangement results or will result from the
resignation, retirement or any other termination of such individual's employment
with World Services. World Services has no plan or arrangement with respect to
any such persons which will result from a change in control of World Services or
a change in the individual's responsibilities following a change in control.
Item 11. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth information as of December 31, 1997, as to
the beneficial ownership of shares of World Services' only outstanding class of
securities, its Common Stock, by each person who, to the knowledge of World
Services at that date, was a beneficial owner of 5% or more of the outstanding
shares of Common Stock. The table does not include information regarding shares
of Common Stock held in the names of certain depositories/clearing agencies as
nominee for various brokers and individuals. No such broker or individual is
believed to hold greater than 5% of World Services' Common Stock.
18
<PAGE>
Name and Address Amount of
of Beneficial Beneficial Percent of
Owner Owner Class
---------------- ---------- ----------
Murray Woulfe 223,450 shares(1) 8.2%
HCR 70 Box 2206
Lake George, MN 56458
- ----------
(1) Ownership is direct. 155,883 of these shares are held in escrow pursuant to
an agreement with the Director of Securities of South Dakota until, if
even, World Services achieves net earnings per share of $0.10 for any three
year period, two of which must be consecutive. As described above in Item 3
- Legal proceedings, Mr. Woulfe is a Defendant in litigation brought by
World Services.
(b) Security Ownership of Management.
The following table sets forth information as of December 31, 1997, as to
the beneficial ownership of shares of World Services' only outstanding class of
securities, its Common Stock, by each person who is a director and/or executive
officer of World Services, and by all officers and directors of World Services
as a group.
Name and Address Amount of
of Beneficial Beneficial Percent of
Owner Ownership (2) Class
---------------- ------------- -----
Ronne Tarrell (1)(3) 3,922 shares *
Delores Bower (1)(4) 96,180 shares 3.5%
David Jorgenson (1) 1,706 shares *
Delbert Harty (1)(3) 8,726 shares *
Terry Heinz (1) 471 shares *
Officers and 111,005 shares 4.0%
directors as a
group (five
persons)
- ----------
* Less than one percent.
(1) Ownership is direct.
(2) There are no warrants outstanding by which any officer, director, or
other person has the right to purchase shares of World Services'
Common Stock.
19
<PAGE>
(3) These shares are held in escrow pursuant to an agreement with the
Director of Securities of South Dakota until, if even, World Services
achieves net earnings per share of $0.10 for any three year period,
two of which must be consecutive.
(4) 8,827 of these shares are held in escrow pursuant to an agreement with
the Director of Securities of South Dakota until, if even, World
Services achieves net earnings per share of $0.10 for any three year
period, two of which must be consecutive.
(c) Changes in Control.
There was a change in control of World Services in 1990, by which the
current members of the Board of Directors were appointed and the former members
resigned. There has been no change of control since that time.
Item 12. Certain Relationships and Related Transactions
- -------------------------------------------------------
(a)(b)(c) Transactions with Management and Others.
All funds held by World Services are deposited with First Savings & Loan
Association of South Dakota, Inc., except for those funds related to a
certificate of deposit at FVM Bank for $100,000 and a discounted U.S. Treasury
Note in the amount of $399,000 at A.G. Edwards. The current balance on deposit
with First Savings is greater than $100,000. Any funds over $100,000 will not
receive the benefit of FDIC insurance.
(d) Transactions with Promoters.
Not applicable.
20
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
- ------------------------------------------
(a) Exhibits required to be filed are listed below and, except where
incorporated by reference, immediately follow the Financial Statements.
Number Description
- ------ -----------
3.1 Articles of Incorporation, as amended(1)
3.2 Bylaws(1)
10.1 Agreements relating to sale of assets:
10.2 Purchase Agreement dated March 31, 1989 between World Services,
Inc. and Rezatto II, Inc.(1)
10.3 Addendum Agreement dated December 29, 1989 between World
Services, Inc. and Rezatto II, Inc.(1)
10.4 Agreement dated August 18, 1997 for the Purchase and Sale of
169,989 shares of Common Stock of First Savings between Spectrum
Bancorporation, Inc., and World Services, Inc.
22.1 Subsidiaries of World Services:
(a) Super 8 Motel Developers, Inc., a South Dakota corporation
(b) During the last quarter of the period covered by this report World Services
filed no reports on Form 8-K.
- ------------
(1) Incorporated by reference from the same numbered exhibit filed with World
Services' Report on Form 10-KSB for the fiscal years ended December 13,
1988, 1990, 1991, 1992, 1993 and 1994.
21
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
March 25, 1998
WORLD SERVICES, INC.
By /s/ RONNE TARRELL
---------------------------------------
Ronne Tarrell, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/S/ RONNE TARRELL
March 25, 1998 ---------------------------------------
Ronne Tarrell, President, Principal
Executive Officer, and Director
/S/ DAVID JORGENSON
March 25, 1998 ---------------------------------------
David Jorgenson, Secretary, Treasurer,
Principal Accounting Officer, Principal
Financial Officer, and Director
/S/ DELORES BOWER
March 25, 1998 ---------------------------------------
Delores Bower, Director
/S/ DELBERT HARTY
March 25, 1998 ---------------------------------------
Delbert Harty, Director
/S/ TERRY HEINZ
March 25, 1998 ---------------------------------------
Terry Heinz, Director
22
<PAGE>
World Services, Inc.
Financial Statements
December 31, 1997 and 1996
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Independent Auditor's Report...........................................F-2
Balance Sheet - December 31, 1997......................................F-3
Statements of Operations - For the Years Ended
December 31, 1997 and 1996............................................F-4
Statement of Changes in Stockholders' Equity -
For the Period from January 1, 1996 through December 31, 1997.........F-5
Statements of Cash Flows - For the Years Ended
December 31, 1997 and 1996............................................F-6
Notes to Financial Statements..........................................F-7
F-1
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Stockholders and Board of Directors
World Services, Inc.
Aberdeen, South Dakota
We have audited the accompanying balance sheet of World Services, Inc., as of
December 31, 1997, and the related statements of operations, changes in
stockholders' equity, and cash flows for the years ended December 31, 1997 and
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
First Savings and Loan Association, Inc (FSL), the investment in which, as
discussed in Note 2 to the financial statements, was sold during 1997 and was
accounted for by the equity method of accounting. The Company's equity in its
net income was $45,000 for each of the years ended December 31, 1997 and 1996,
respectively. The Company received dividends of $-0- and $17,000 from FSL in
1997 and 1996. The financial statements of FSL were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for FSL is based solely on the report of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provides a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of World Services, Inc. as of December 31, 1997, and the
results of its operations and its cash flows for the years ended December 31,
1997 and 1996, in conformity with generally accepted accounting principles.
HEIN + ASSOCIATES LLP
Denver, Colorado
February 24, 1998
F-2
<PAGE>
WORLD SERVICES, INC.
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 66,000
Certificates of deposit 340,000
United States Treasury Note 399,000
Other 20,000
-----------
Total current assets 825,000
INVESTMENTS AND OTHER ASSETS:
Investment in Super 8 Motel Developers 568,000
Other 4,000
-----------
TOTAL ASSETS $ 1,397,000
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES -
Payable to redeemed stockholders $ 73,000
STOCKHOLDERS' EQUITY:
Common stock, par value $.001 per share;
50,000,000 shares authorized,
2,640,000 shares issued 3,000
Additional paid-in capital 6,364,000
Accumulated deficit (5,043,000)
-----------
Total stockholders' equity 1,324,000
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,397,000
===========
See accompanying notes to these financial statements.
F-3
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
YEARS ENDED
DECEMBER 31,
-----------------------
1997 1996
---------- ----------
REVENUES:
Interest income $ 43,000 $ 15,000
Dividend income 239,000 160,000
---------- ----------
282,000 175,000
---------- ----------
EXPENSES:
Legal and accounting 55,000 34,000
Other general and administrative expenses 57,000 22,000
---------- ----------
112,000 56,000
---------- ----------
INCOME BEFORE EQUITY IN EARNINGS
OF AFFILIATED COMPANIES 170,000 119,000
INCOME ATTRIBUTED TO AFFILIATED COMPANY (NOTE 2):
Equity in earnings of affiliated company 45,000 45,000
Gain on sale of investment 47,000 --
---------- ----------
92,000 45,000
---------- ----------
NET INCOME $ 262,000 $ 164,000
========== ==========
INCOME PER SHARE OF COMMON STOCK
(BASIC AND DILUTED) $ .09 $ .05
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 2,922,000 3,078,000
========== ==========
See accompanying notes to these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
WORLD SERVICES, INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM JANUARY 1, 1996 THROUGH DECEMBER 31, 1997
COMMON STOCK Additional
-------------------------- Paid-in Treasury Accumulated
Shares Amount Capital Stock Deficit Total
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, January 1, 1996 3,152,000 $ 3,000 $ 6,547,000 $ (3,000) $(5,469,000) $ 1,078,000
Net income -- -- -- -- 164,000 164,000
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 1996 3,152,000 3,000 6,547,000 (3,000) (5,305,000) 1,242,000
Common stock redeemed (436,000) -- (180,000) -- -- (180,000)
Treasury stock retired (76,000) -- (3,000) 3,000 -- --
Net income -- -- -- -- 262,000 262,000
----------- ----------- ----------- ----------- ----------- -----------
BALANCE, December 31, 1997 2,640,000 $ 3,000 $ 6,364,000 $ -- $(5,043,000) $ 1,324,000
=========== =========== =========== =========== =========== ===========
See accompanying notes to these financial statements.
F-5
</TABLE>
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
STATEMENTS OF CASH FLOWS
YEARS ENDED
DECEMBER 31,
----------------------
1997 1996
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 262,000 $ 164,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on sale of investment (47,000) --
Equity in earnings of affiliate (45,000) (45,000)
Increase in other assets (3,000) (17,000)
(Decrease) increase in accounts payable
and accrued expenses -- (10,000)
--------- ---------
Net cash provided by operating activities 167,000 92,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash from sale of First Savings & Loan investment 427,000 --
Purchase of United States Treasury Note (399,000) --
Dividends from First Savings and Loan -- 17,000
Purchase of certificate of deposit (50,000) (90,000)
--------- ---------
Net cash used in investing activities (22,000) (73,000)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITY -
Redemption of common stock (107,000) --
--------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS 38,000 19,000
CASH AND CASH EQUIVALENTS, at beginning of period 28,000 9,000
--------- ---------
CASH AND CASH EQUIVALENTS, at end of period $ 66,000 $ 28,000
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION -
Cash payments for:
Income taxes $ -- $ --
========= =========
Interest $ -- $ --
========= =========
NONCASH INVESTING AND FINANCING ACTIVITIES:
Unpaid portion of common stock redeemed $ 73,000 $ --
========= =========
Treasury stock retired $ 3,000 $ --
========= =========
See accompanying notes to these financial statements.
F-6
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
--------------------------------------------------------------------
Nature of Operations - World Services, Inc. (the Company) was incorporated
in December 1979 as Midwest Management & Marketing Corporation and was
renamed World Services, Inc. in July 1983. The Company was formed to invest
in and manage companies primarily involved in the insurance, real estate,
and financial institution industries, along with other service industries.
The Company divested itself of all operating subsidiaries by 1989 and
currently holds one investment.
The Company's investment in First Savings & Loan Association, Inc. (FSL)
(see Note 2) was stated at the Company's equity in net assets, which was
increased or decreased for dividends paid to the Company and for the
Company's share of equity in undistributed earnings of the investee based
upon its respective fiscal year-end of September 30. During 1997, the
Company sold its investment in FSL. The Company's investment in Super 8
Motel Developers, Inc. (S8MD) is carried at cost.
Earnings Per Share - In 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards 128, "Earnings Per
Share." Statement 128 provides for the calculation of "basic" and "diluted"
earnings per share. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share reflects the potential dilution of securities
that could share in the earnings of an entity. The Company had no
potentially dilutive securities during 1997 or 1996 and as such, basic and
dilutive earnings per share are the same for each year. The adoption of
Statement 128 had no effect on EPS for 1997 or 1996.
Cash Equivalents - For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
Use of Estimates - The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying notes.
Actual results could differ from those estimates.
The Company makes significant assumptions concerning the fair market value
of its investment in S8MD. Due to inherent uncertainties in the estimation
process, it is at least reasonably possible that assumptions made in
assessing the fair market value of S8MD could be revised, and such
revisions could be material.
Income Taxes - The Company accounts for income taxes under the liability
method, which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included
in the financial statements. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements and tax bases of assets and liabilities using enacted tax rates
in effect for the year in which the differences are expected to reverse.
F-7
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Impairment of Long-Lived Assets - Effective January 1, 1996, the Company
adopted Financial Accounting Standards No. 121 (FAS 121). In the event that
facts and circumstances indicate that the cost of long-lived assets may be
impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the asset's carrying amount
to determine if a write-down to market value or discounted cash flow value
is required. Adoption of FAS 121 had no effect on the financial statements.
Impact of Recently Issued Accounting Pronouncements - Statement of
Financial Accounting Standards 130 Reporting Comprehensive Income and
Statement of Financial Accounting Standards 131 Disclosures About Segments
of an Enterprise and Related Information were recently issued. Statement
130 establishes standards for reporting and display of comprehensive
income, its components, and accumulated balances. Comprehensive income is
defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures,
Statement 130 requires that all components of comprehensive income shall be
classified based on their nature and shall be reported in the financial
statements in the period in which they are recognized. A total amount for
comprehensive income shall be displayed in the financial statements where
the components of other comprehensive income are reported. Statement 131
supersedes Statement of Financial Accounting Standards 14 Financial
Reporting for Segments of a Business Enterprise. Statement 131 establishes
standards on the way that public companies report financial information
about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim
financial statements issued to the public. It also establishes standards
for disclosures regarding products and services, geographic areas, and
major customers. Statement 131 defines operating segments as components of
a company about which separate financial information is available that is
evaluated regularly by the chief operating decisionmaker in deciding how to
allocate resources and in assessing performance.
Statements 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Statements 130 and 131 are not expected to
have a material impact on the Company.
2. INVESTMENTS IN COMPANIES:
-------------------------
Prior to the sale of the Company's investment in FSL during 1997, the
Company owned approximately 22% of FSL (formerly Midwest Savings and Loan).
The investment was accounted for under the equity method of accounting. The
Company received $-0- and $17,000 in dividends during 1997 and 1996. The
Company sold its investment in FSL for $427,000 and recognized a gain on
sale of $47,000.
The Company also owns approximately 16% of the outstanding common stock of
S8MD. The investment is accounted for under the cost method, which
management believes approximates its market value. S8MD is a privately held
company, for which the Company does not exercise significant influence. The
Company recorded approximately $239,000 and $160,000 in dividend income
from S8MD during 1997 and 1996, respectively.
F-8
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
The financial statements of FSL and S8MD were audited by other auditors.
Summarized statements of financial information for FSL and S8MD are as
follows:
SUMMARIZED FINANCIAL INFORMATION FOR FSL
----------------------------------------
(Amounts in 000's)
FOR THE YEARS ENDED
SEPTEMBER 30,
------------------
1997 1996
-------- --------
Total assets $ * $14,328
======== =======
Total liabilities $ * $12,677
======== =======
Stockholders' equity $ * $ 1,651
======== =======
Net income $ 205 $ 206
======== =======
- ----------
* These amounts are not considered relevant since the Company had sold
its investment in FSL by December 31, 1997.
SUMMARIZED FINANCIAL INFORMATION FOR S8MD
-----------------------------------------
(Amounts in 000's)
FOR THE YEARS ENDED
DECEMBER 31
-----------------------
1997 1996
-------- --------
Total assets $ 30,269 $ 30,608
======== ========
Total liabilities $ 26,161 $ 26,241
======== ========
Total stockholders' equity $ 4,108 $ 4,367
======== ========
Revenues $ 15,625 $ 15,511
======== ========
Expenses $ 14,419 $ 14,596
======== ========
Net income $ 1,206 $ 915
======== ========
F-9
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
3. FAIR VALUE OF FINANCIAL INSTRUMENTS:
------------------------------------
The estimated fair values for financial instruments under Financial
Accounting Standards No. 107, Disclosures about Fair value of Financial
Instruments, are determined at discrete points in time based on relevant
market information. These estimates involve uncertainties and cannot be
determined with precision. The estimated fair value of the Company's
certificates of deposit and United States Treasury Note, approximate their
carrying value because of the short maturity of these instruments. The fair
value of the Company's investment in S8MD is determined on the basis of
comparisons with similar companies whose shares are publicly traded. After
taking into effect a lack of marketability of the S8MD shares and the
Company's lack of control over S8MD, management believes that the fair
value of the S8MD shares approximates its carrying value.
4. CONCENTRATION OF CREDIT RISK:
-----------------------------
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed completely to perform as
contracted. Concentrations of credit risk (whether on or off balance sheet)
that arise from financial instruments exist for groups of customers or
counterparties when they have similar economic characteristics that would
cause their ability to meet contractual obligations to be similarly
effected by changes in economic or other conditions described below. In
accordance with Financial Accounting Standards No. 105, Disclosure of
Information about Financial Instruments with Off-Balance-Sheet Risk and
Financial Instruments with Concentrations of Credit Risk, the credit risk
amounts shown do not take into account the value of any collateral or
security.
5. INCOME TAXES:
-------------
The Company's actual effective income tax rate differs from the U.S.
Federal corporate income tax rate of 34% as follows:
December 31,
------------
1997 1996
---- ----
Statutory Rate 34% 34%
Dividend treatment for tax (21) (23)
Reduction in valuation allowance (13) (11)
--- ---
Effective tax rate -0-% -0-%
=== ===
F-10
<PAGE>
WORLD SERVICES, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
Long-term deferred tax assets (liabilities) are comprised of the following:
December 31,
--------------------------
1997 1996
----------- -----------
Net operating loss carryforward and
investment tax credit carryforwards $ 1,154,000 $ 1,227,000
FSL basis difference -- (31,000)
----------- -----------
1,154,000 1,196,000
Less valuation allowance (1,154,000) (1,196,000)
----------- -----------
$ -- $ --
=========== ===========
As of December 31, 1997, the Company has net operating loss carryforwards
for income tax purposes of $3,300,000 which expire in the years 1998 to
2011. The net operating loss carryforwards may be limited with respect to
their availability due to prior ownership changes and the consolidated
return regulations. In addition, there are investment tax credit
carryforwards of $28,000. The change in the deferred tax valuation
allowance from 1995 to 1996 was a decrease of $42,000.
6. STOCKHOLDERS' EQUITY:
---------------------
In May 1980, the 32 promoters of the Company entered into an escrow
agreement restricting the sale of their shares (total of 429,424 shares)
until the Company generates earnings per share of $.10 (based on
approximately 1.1 million outstanding shares) for three years, two of which
must be consecutive. An additional 147,000 shares issued to an officer and
director, are also restricted under the escrow agreement. The Division of
Securities in 1986 released 66,962 shares that were issued to a founder and
were sold on a bankruptcy auction. The remaining 421,286 shares are to be
held in escrow until the above conditions are met.
During 1997, the Company declared a 1 for 510 reverse stock split and a 300
for 1 forward stock split. Accordingly, all common stock reflected in the
financial statements and accompanying notes reflect the effect of the split
and reverse split. As a result of the reverse stock split, the Company
redeemed and retired approximately 436,000 shares of past split common
stock at approximately $.43 per share.
During 1997, the Company retired approximately 76,000 shares of treasury
stock.
F-11
<PAGE>
SUPER 8 MOTEL DEVELOPERS, INC.
AND SUBSIDIARIES
ABERDEEN, SOUTH DAKOTA
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
(With Independent Auditor's Report)
<PAGE>
C O N T E N T S
Page
INDEPENDENT AUDITOR'S REPORT...................................... 1
FINANCIAL STATEMENTS:
Consolidated Balance Sheets..................................... 2
Consolidated Statements of Operations........................... 4
Consolidated Statements of Stockholders' Equity................. 5
Consolidated Statements of Cash Flows........................... 6
Notes to Consolidated Financial Statements...................... 8
<PAGE>
1
==========================================
Eide Helmeke PLLP
Certified Public Accountants & Consultants
INDEPENDENT AUDITOR'S REPORT
----------------------------
To the Board of Directors
Super 8 Motel Developers, Inc.
Aberdeen, South Dakota
We have audited the accompanying consolidated historical cost balance sheets of
Super 8 Motel Developers, Inc. and Subsidiaries as of December 31, 1997 and 1996
and the related consolidated statements of operations, stockholders' equity, and
cash flows for the years then ended. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated historical cost financial statements referred
to above present fairly, in all material respects, the financial position of
Super 8 Motel Developers, Inc. and Subsidiaries as of December 31, 1997 and 1996
and the results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.
We have also compiled the supplemental current value balance sheet of Super 8
Motel Developers, Inc. and Subsidiaries as of December 31, 1997 and 1996 in
accordance with standards established by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting information that is the representation of
management in the form of financial statements. We have not audited or reviewed
the current value balance sheets and, accordingly, do not express an opinion or
any other form of assurance on them.
As described in Note 18 to the balance sheet, the supplemental current value
balance sheets have been prepared by management to present relevant financial
information that is not provided by the historical cost balance sheets and are
not intended to be a presentation in accordance with generally accepted
accounting principles. In addition, the supplemental current value balance
sheets do not purport to present the net realizable, liquidation, or market
value of the Company as a whole. Furthermore, amounts ultimately realized by the
Company from the disposal of assets may vary significantly from the current
values presented.
/s/ Eide Helmeke PLLP
March 3, 1998
Aberdeen, South Dakota
<PAGE>
<TABLE>
<CAPTION>
2
SUPER 8 MOTEL DEVELOPERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
==========================================================================================
ASSETS
1997 1996
------------------------- --------------------------
Supplemental Supplemental
Current Current
Value Historical Value Historical
(Note 18) Cost (Note 18) Cost
- ------------------------------------------------------------------------------------------
(Compiled) (Compiled)
CASH AND CASH
<S> <C> <C> <C> <C>
EQUIVALENTS $ 1,774,655 $ 1,774,655 $ 1,205,451 $ 1,205,451
- ------------------------------------------------------------------------------------------
RECEIVABLES:
Trade 291,367 291,367 274,098 274,098
Note 130,260 130,260 155,492 155,492
Other 20,517 20,517 12,945 12,945
- ------------------------------------------------------------------------------------------
Total receivables 442,144 442,144 442,535 442,535
- ------------------------------------------------------------------------------------------
PREPAID EXPENSES 201,648 201,648 233,660 233,660
- ------------------------------------------------------------------------------------------
INVESTMENT IN LIMITED
PARTNERSHIPS 469,523 469,523 763,041 763,041
- ------------------------------------------------------------------------------------------
MOTEL PROPERTIES AND
EQUIPMENT, NET 45,239,000 25,212,737 46,710,000 25,601,748
- ------------------------------------------------------------------------------------------
OTHER ASSETS:
Unamortized sub-franchise rights 1,491,000 -- 1,516,000 --
Unamortized financing costs -- 1,381,353 -- 1,419,386
Unamortized franchise fees -- 168,803 -- 178,101
Deferred income taxes -- -- 8,000 8,000
Restricted cash 608,995 608,995 737,223 737,223
Other 9,150 9,150 18,800 18,800
- ------------------------------------------------------------------------------------------
Total other assets 2,109,145 2,168,301 2,280,023 2,361,510
- ------------------------------------------------------------------------------------------
Total assets $50,236,115 $30,269,008 $51,634,710 $30,607,945
==========================================================================================
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
3
=========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
1997 1996
------------------------- -------------------------
Supplemental Supplemental
Current Current
Value Historical Value Historical
(Note 18) Cost (Note 18) Cost
- ------------------------------------------------------------------------------------------
(Compiled) (Compiled)
LIABILITIES:
Accounts payable and
accrued expenses, other
<S> <C> <C> <C> <C>
than income taxes $ 628,285 $ 628,285 $ 718,467 $ 718,467
Notes payable 25,491,613 25,491,613 25,522,950 25,522,950
Deferred income taxes 41,000 41,000 -- --
Income taxes and sales
commissions on realization
of estimated values 7,713,900 -- 8,103,800 --
- ------------------------------------------------------------------------------------------
Total liabilities 33,874,798 26,160,898 34,345,217 26,241,417
- ------------------------------------------------------------------------------------------
COMMITMENTS AND
CONTINGENCIES -- -- -- --
- ------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock: authorized
500,000,000 shares, $.10 par
value; issued and outstanding,
4,882,508 shares 488,251 488,251 488,251 488,251
Additional paid-in capital 2,279,628 2,279,628 2,279,628 2,279,628
Retained earnings 1,340,231 1,340,231 1,598,649 1,598,649
Unrealized appreciation 12,253,207 -- 12,922,965 --
- ------------------------------------------------------------------------------------------
Total stockholders' equity 16,361,317 4,108,110 17,289,493 4,366,528
- ------------------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $50,236,115 $30,269,008 $51,634,710 $30,607,945
==========================================================================================
</TABLE>
<PAGE>
4
SUPER 8 MOTEL DEVELOPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
================================================================================
1997 1996
- --------------------------------------------------------------------------------
OPERATIONS
REVENUES:
Motel revenues $ 14,428,933 $ 14,372,606
Motel management fees 325,933 339,957
Accounting fees 82,080 85,800
Sub-franchise fees 434,833 422,600
Equity in net income of limited partnerships 59,260 77,569
Interest income 221,409 219,632
Other income 54,295 27,508
Net gain (loss) on disposal of assets 18,339 (34,240)
- --------------------------------------------------------------------------------
Total revenues 15,625,082 15,511,432
- --------------------------------------------------------------------------------
COSTS AND EXPENSES:
Operating expenses:
Motel operating and management expenses 9,657,784 9,258,170
Administration expenses 390,807 374,680
Special charge -- 250,000
- --------------------------------------------------------------------------------
10,048,591 9,882,850
Interest 2,235,203 2,325,410
- --------------------------------------------------------------------------------
Total costs and expenses 12,283,794 12,208,260
- --------------------------------------------------------------------------------
Income before depreciation and amortization 3,341,288 3,303,172
Depreciation and amortization 1,329,954 1,491,903
- --------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES
AND EXTRAORDINARY ITEM 2,011,334 1,811,269
PROVISION FOR INCOME TAXES 805,000 725,000
- --------------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM 1,206,334 1,086,269
EXTRAORDINARY ITEM:
Loss on early extinguishment of debt net of
related income taxes of $115,000 -- 171,295
- --------------------------------------------------------------------------------
NET INCOME $ 1,206,334 $ 914,974
================================================================================
See Notes to Consolidated Financial Statements.
<PAGE>
5
SUPER 8 MOTEL DEVELOPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
================================================================================
Additional
Common Paid-in Retained
Stock Capital Earnings
- --------------------------------------------------------------------------------
BALANCE, JANUARY 1, 1996 $ 488,251 $ 2,279,628 $ 1,660,177
CASH DIVIDENDS -- -- (976,502)
NET INCOME -- -- 914,974
- --------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996 488,251 2,279,628 1,598,649
CASH DIVIDENDS -- -- (1,464,752)
NET INCOME -- -- 1,206,334
- --------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 $ 488,251 $ 2,279,628 $ 1,340,231
================================================================================
See Notes to Consolidated Financial Statements.
<PAGE>
6
SUPER 8 MOTEL DEVELOPERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
================================================================================
1997 1996
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,206,334 $ 914,974
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,213,440 1,383,438
Amortization 116,514 108,465
Special charge -- 250,000
Noncash portion of loss on extinguishment
of debt -- 286,295
Net (gain) loss on disposal of property
and other assets (18,339) 34,240
Allocation of net income of limited
partnerships (59,260) (77,569)
Deferred income taxes 49,000 (149,000)
Changes in assets and liabilities:
Accounts and notes receivable 391 25,910
Net repayments from limited partnerships 317,435 249,688
Prepaid expenses 32,012 (7,090)
Other assets 126,878 (723,641)
Accounts payable and accrued expenses (90,182) (31,987)
- --------------------------------------------------------------------------------
Net cash provided by operating activities 2,894,223 2,263,723
- --------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships 35,343 16,150
Payments for motel properties and equipment (1,535,709) (624,202)
Proceeds from sale of property and equipment 735,743 18,172
- --------------------------------------------------------------------------------
Net cash used in investing activities (764,623) (589,880)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on operating line -- (750,000)
Proceeds from notes payable 520,317 24,517,725
Financing costs (64,307) (882,892)
Principal payments on notes payable (551,654) (22,535,154)
Cash dividends paid (1,464,752) (976,502)
- --------------------------------------------------------------------------------
Net cash used in financing activities (1,560,396) (626,823)
- --------------------------------------------------------------------------------
(continued on next page)
<PAGE>
7
CONSOLIDATED STATEMENTS OF CASH FLOWS - page 2
================================================================================
1997 1996
- --------------------------------------------------------------------------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 569,204 1,047,020
CASH AND CASH EQUIVALENTS AT BEGINNING
OF YEAR 1,205,451 158,431
- --------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $1,774,655 $1,205,451
================================================================================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for interest $2,237,529 $2,244,286
================================================================================
Cash paid for income taxes $ 726,535 $ 723,427
================================================================================
See Notes to Consolidated Financial Statements.
<PAGE>
8
SUPER 8 MOTEL DEVELOPERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Principles of consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Cash and cash equivalents - For the purpose of reporting cash flows, the Company
considers time deposits with a maturity of three months or less, cash held as
compensating balances, and bank repurchase agreements to be cash equivalents.
Receivables - The Company grants credit to customers in the Virginia, West
Virginia, Maryland, Delaware and District of Columbia areas. The direct
write-off method is used for recognizing bad debt expense.
Motel properties and equipment - These assets are stated at cost less any
impairment losses relating to FAS 121. Expenditures for renewals and
improvements that significantly add to the productive capacity or extend the
useful life of an asset are capitalized. Expenditures for maintenance and
repairs are charged to expense currently. When depreciable properties are
retired or sold, the cost and related accumulated depreciation are eliminated
from the accounts and the resultant gain or loss is reflected in income.
Depreciation is provided for over the estimated useful lives of the individual
assets using the straight-line method. The range of the estimated useful lives
used in the computation of depreciation is as follows:
Motel buildings and improvements 10-31 years
Furniture, fixtures and equipment 3- 7 years
Sub-franchise rights - This cost is being written-off on the straight-line basis
over ten years. The territorial rights are subject to certain terms and
conditions as set forth in the agreement.
Financing costs - Financing costs consist of direct costs, such as loan fees,
legal costs and commitment fees, associated with obtaining financing for motel
properties. The costs are being amortized using the straight-line method over
the term of the loan.
Franchise fees - Franchise fees consist of the amounts paid to Super 8 Motels,
Inc. for the right to use the Franchisor's trademark. These fees are being
amortized using the straight-line method over the term of the franchise
agreements, twenty years.
Investments in limited partnerships - The Company's investments in the limited
partnerships are stated at cost, adjusted for the Company's share of partnership
earnings or losses, cash distributions received, unrecognized gain on sale of
the property and advances made to supplement operations of the partnerships.
Deferred income taxes - Deferred taxes arise primarily from differences in
recognizing income from sales of motel properties, depreciation methods and
asset lives for book and tax reporting purposes.
(continued on next page)
<PAGE>
9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 2
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
- ---------------------------------------------------------------
Estimates - The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - NATURE OF OPERATIONS AND BASIS OF FINANCIAL STATEMENT PRESENTATION
- ---------------------------------------------------------------------------
The Company was organized in April 1984, and is engaged in the business of
developing, owning and operating Super 8 Motels, primarily in the States of
Virginia, West Virginia, Maryland, Delaware and the District of Columbia.
The essential nature of the Company's operation is such that current obligations
must be liquidated out of future revenues to be derived from the rental of its
motel properties. Therefore, assets are essentially reflected in the balance
sheet in relative order of liquidity and liabilities in relative order of
currency.
NOTE 3 - CASH AND CASH EQUIVALENTS
- ----------------------------------
At December 31, 1997 and 1996, the carrying amount of the Company's total cash
and cash equivalents was $1,774,655 and $1,205,451, respectively. In addition,
the Company considers as cash equivalents its share of deposits held in a
combined cash account with related parties. Accordingly, the Company's cash
equivalents may be affected by negative cash balances of related parties
included in the combined account (see Note 17).
The Company maintains its temporary cash with high credit quality financial
institutions and limits the amount of credit exposure through the use of bank
repurchase agreements which are collateralized by United States treasury
securities. At times, cash on deposit may exceed the federally insured limit.
NOTE 4 - NOTES RECEIVABLE
- -------------------------
At December 31,1997, the Company held a contract receivable from the purchasers
of its Dumfries, Virginia motel property. The note bears interest at 10%, is
secured by a second deed of trust and is due December 2001.
Minimum principal payments to be received for the remaining term of the note are
as follows:
1998 $ 27,900
1999 30,800
2000 34,000
2001 37,560
(continued on next page)
<PAGE>
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 3
- --------------------------------------------------------------------------------
NOTE 5 - INVESTMENT IN LIMITED PARTNERSHIPS
- -------------------------------------------
At December 31, 1997, the Company was a general partner in nine limited
partnerships, all of which were formed for the purpose of owning and operating
Super 8 Motels. The Company's investment is increased for its share of earnings
and any advances to the partnerships which are made for the purpose of
supplementing operations and, in one instance, to guarantee cash distributions
to its limited partners. Any advances to the partnerships are unsecured, due on
demand, and bear interest at variable rates, currently 3.0% to 8.5%. The
Company's investment is decreased by its share of partnership losses and cash
distributions received. The investment is also increased by syndication costs
incurred and decreased by unrecognized gains on the sale of the property. At
December 31, 1997 and 1996, syndication costs incurred totaled $179,521 and
unrecognized gains on the sale of property totaled $744,253. The following is a
schedule of the Company's investments in limited partnerships at December 31,
1997 and 1996:
Location 1997 1996
-------- ---- ----
Aberdeen, Maryland $ (40,822) $ (40,604)
Bristol, Virginia (62,244) (56,300)
Culpeper, Virginia 12,850 23,292
Farmville, Virginia 28,217 74,259
Fredericksburg/
Waynesboro, Virginia (10,832) (11,198)
Havre de Grace, Maryland 282,004 339,597
Richmond Airport/
Harrisonburg, Virginia (11,287) (10,698)
Richmond Broad St., Virginia/
Martinsburg, West Virginia 149,634 120,109
Richmond Midlothian, Virginia 122,003 323,980
Waldorf, Maryland - 604
-------- -------
$ 469,523 $ 763,041
======= =======
The condensed combined financial information on the above investments is as
follows:
December 31, December 31,
1997 1996
------------ -------------
Assets $ 15,050,286 $ 15,375,389
========== ==========
Liabilities $ 12,242,642 $ 12,428,478
Partners' equity 2,807,644 2,946,911
---------- ----------
$ 15,050,286 $ 15,375,389
========== ==========
Net income before depreciation
and amortization $ 1,235,910 $ 1,512,761
========== ==========
Net income $ 524,064 $ 735,439
========== ==========
(continued on next page)
<PAGE>
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 4
- --------------------------------------------------------------------------------
NOTE 6 - MOTEL PROPERTIES AND EQUIPMENT
- ---------------------------------------
The Company's property and equipment consisted primarily of 28 and 29 operating
motels as of December 31, 1997 and 1996, respectively, and one motel under
construction at December 31, 1997.
1997 1996
---- ----
Land $ 6,804,514 $ 6,425,967
Motel buildings and improvements 23,352,708 24,025,861
Furniture, fixtures and equipment 6,424,241 6,471,025
---------- ----------
36,581,463 36,922,853
Less accumulated depreciation 11,941,181 11,321,105
---------- ----------
24,640,282 25,601,748
Construction in progress 572,455 -
---------- ----------
$ 25,212,737 $ 25,601,748
========== ==========
NOTE 7 - SUB-FRANCHISE RIGHTS
- -----------------------------
The sub-franchise rights, acquired July 11, 1984 for $250,000, was an amount
paid to Super 8 Motels, Inc. for the exclusive rights in the states of Virginia,
West Virginia, Maryland, Delaware and the District of Columbia to construct,
own, and operate motels using the Super 8 name and to represent Super 8 Motels,
Inc. in the sale of franchises within said territory.
Significant terms of the agreement and amendments thereto are as follows:
a. The term of the agreement is 20 years from the date of execution.
b. The initial franchise fee payable by motels, which are owned at least 51
percent by the Company, is $10,000.
c. The Company is to receive one-third of the initial franchise fee, presently
$20,000, of each franchise sold by the Super 8 system in said territory.
d. Under the current franchise agreement of Super 8 Motels, Inc., a specified
percentage of the annual gross room rentals of each operating unit is to be
tendered to Super 8 Motels, Inc. as a fee for services rendered and
royalties. The Company will receive from Super 8 Motels, Inc. 25% of the
fee received from each motel located in the territory as compensation for
services rendered. Those payments are to continue from the date such motel
unit in said territory first commences monthly royalty payments for 10
years for motels open on or before July 11, 1990 and 15 years for motels
opened after July 11, 1990.
Sub-franchise fee income under this agreement totaled $434,833 and $422,600
during the years ended December 31, 1997 and 1996.
(continued on next page)
<PAGE>
12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 5
- --------------------------------------------------------------------------------
NOTE 8 - NOTES PAYABLE
- ----------------------
The Company's long-term debt consists of mortgage notes collateralized by real
estate, furniture, fixtures and equipment. The notes which have fixed and
variable rates ranging from 8.5% to 10.5% are generally payable in monthly
installments and due at varying dates through 2016. The weighted average
interest rate of the notes was 8.76% and 8.73% as of December 31, 1997 and 1996,
respectively.
Approximate principal maturities during the next five years are as follows:
1998 $ 616,000
1999 685,400
2000 749,300
2001 1,265,200
2002 863,100
At December 31, 1997, the Company had one motel under construction. The Company
had a construction and permanent financing commitment of $1,680,000 of which
only $520,317 had been drawn against the construction loan as of December 31,
1997. Interest expense capitalized totaled $12,046.
NOTE 9 - SPECIAL CHARGE
- -----------------------
The Company had entered into a contract to sell its Portsmouth, Virginia, motel
property during 1996. The transaction, which closed February 26, 1997, resulted
in a loss of approximately $250,000 which was charged to 1996 operations.
NOTE 10 - LAND LEASE
- --------------------
In July 1987, the Company entered into an agreement to lease a parcel of land on
which it has developed a motel. The initial term of the lease is 60 years and
called for initial rental of $35,200 per year. The lease payments increase by
10% at the end of five years and by 10% at the end of each five-year period
thereafter throughout the term of the lease. The lease also requires contingent
rental payments equal to two and one-half percent of the amount by which the
motel's gross sales exceed $1,200,000. For the years ended December 31, 1997 and
1996, there were no payments required under this provision as the motel's sales
did not exceed $1,200,000.
Future minimum payments for the initial term as of December 31, 1997 under the
lease are as follows:
1998 $ 42,592
1999 42,592
2000 42,592
2001 42,592
2002 43,657
Thereafter 3,169,312
-----------
$ 3,383,337
===========
(continued on next page)
<PAGE>
13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 6
- --------------------------------------------------------------------------------
NOTE 11 - RELATED PARTY TRANSACTIONS AND OTHER AGREEMENTS
- ---------------------------------------------------------
The Company conducts business with a major shareholder and certain limited
partnerships (see Note 5).
The following is a summary of transactions with related parties:
1997 1996
---- ----
Revenues:
Management fees $ 325,933 $ 339,957
Accounting fees 82,080 85,800
Interest income 107,018 131,440
Costs and expenses:
Travel expenses 12,958 4,455
Office rent 46,288 44,539
NOTE 12 - FRANCHISE AGREEMENTS
- ------------------------------
The Company's wholly-owned subsidiaries operate Super 8 motels under franchise
agreements with Super 8 Motels, Inc. As part of the agreement, the subsidiaries
are obligated to pay Super 8 Motels, Inc. room royalties equal to 4% of total
room rental revenues and 1% or 2% of room rentals as a national advertising fee.
The Company participated in a national media campaign sponsored by Super 8
Motels, Inc. under which the motels contributed an additional 1% of room
revenues through December 31, 1997.
The following is a summary of fees paid under the franchise agreements:
1997 1996
---- ----
Royalty fees $ 566,414 $ 563,472
National advertising fee 244,763 245,979
National media fee 141,603 141,108
The franchise agreements also place restrictions on the transfer of the
franchise and the sale or lease of the motel without prior written consent of
the franchisor.
NOTE 13 - LIFE INSURANCE
- ------------------------
The Company is the owner and beneficiary of two $1,000,000 life insurance
policies insuring the lives of its president and chief executive officer.
(continued on next page)
<PAGE>
14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 7
- --------------------------------------------------------------------------------
NOTE 14 - INCOME TAXES
- ----------------------
The provision for income taxes consists of the following components:
1997 1996
---- ----
Current taxes $ 756,000 $ 759,000
Deferred income taxes 49,000 (149,000)
------- -------
$ 805,000 $ 610,000
======= =======
Deferred tax assets and liabilities are calculated based on their estimated
effect on future cash flows. Deferred tax assets are recognized for asset
impairment losses in 1996. In addition, a deferred tax liability has been
recognized for the taxable temporary differences related to different
depreciation methods for financial and tax purposes. The net deferred tax asset
(liability) in the accompanying balance sheets consists of the following:
1997 1996
---- ----
Deferred tax assets $ - $ 100,000
Deferred tax liabilities (41,000) (92,000)
------ -------
Net deferred tax asset (liability) $ (41,000) $ 8,000
====== =======
NOTE 15 - EXTRAORDINARY ITEM
- ----------------------------
The extraordinary item represents the write-off of unamortized financing costs
in connection with the refinancing of twenty-four of the Company's motel
properties in January, 1996. The amount of the write-off was $171,295, net of
related income taxes of $115,000.
NOTE 16 - STOCK OPTION AGREEMENTS
- ---------------------------------
The Company has entered into stock option agreements with various employees
which allow the employees to purchase up to 21,178 and 55,589 shares of the
Company's common stock at fair market value as of December 31, 1997 and 1996,
respectively. No options were exercised in 1997 or 1996 and options for 34,411
shares expired during 1997.
(continued on next page)
<PAGE>
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 8
- --------------------------------------------------------------------------------
NOTE 17 - COMMITMENTS AND CONTINGENCIES
- ---------------------------------------
The Company, as general partner, is contingently liable for liabilities of the
limited partnerships as listed in Note 5. The balance of the mortgage notes
totaled approximately $3,756,000 at December 31, 1997. The Company also remains
contingently liable on the mortgage notes of the Dumfries property, totaling
approximately $1,746,000 at December 31, 1997. Management believes these
obligations are adequately secured by the underlying collateral.
The Company maintains a combined bank account for the limited partnership motels
managed by the Company (see Notes 5 and 11). As such, the overdrafts of one
partnership are offset by cash balances of the Company and other partnerships.
Upon dissolution of the combined bank account or sale or liquidation of a
partnership with a positive cash balance, the Company may be liable for any
unfunded positive balances. The December 31, 1997 and 1996 balances relating to
these entities totaled approximately $560,800 and $521,500, respectively. These
balances are not included in the consolidated balance sheet.
At December 31, 1996, the Company and its subsidiaries were the defendants in
two lawsuits in which the plaintiffs alleged they were denied full and equal
enjoyment of services, facilities, privileges and accommodations for the alleged
refusal to rent rooms. The plaintiffs in both lawsuits sought compensatory and
punitive damages. The trial for one lawsuit began on March 17, 1997, and the
Company was found innocent of all charges. The trial for the other lawsuit was
set for June 1997, but was settled prior to the trial date.
NOTE 18 - CRITERIA USED IN THE SUPPLEMENTAL CURRENT VALUE PRESENTATION
(COMPILED)
- --------------------------------------------------------------------------------
A variety of criteria may be used in the preparation of current value
presentations; accordingly, the criteria used could vary from one enterprise to
another. The supplemental current value balance sheets have been prepared using
the criteria which the Company believes are appropriate in the circumstances.
The supplemental current value balance sheets present relevant financial
information that is not provided by the historical cost balance sheets and is
not intended to be a presentation in conformity with generally accepted
accounting principles. The supplemental current value amounts are intended to
represent normal exchange prices of the tangible net assets. Current value
amounts are not intended to represent amounts that might result from a forced
sale of the net assets, nor do such amounts contemplate the value of the
business which might include identifiable and unidentifiable intangibles.
Amounts that may ultimately be realized by the Company from the disposal of
assets may vary significantly from the current values presented. Because current
values are not presented for certain properties under development, current-value
equity does not necessarily represent the market value of the net assets or of
the Company as a whole. Therefore, the current value presentation is a
supplement to, and not a replacement for, the historical cost basis balance
sheet. The preceding notes to balance sheet should be read in conjunction with
the supplemental current value presentation.
(continued on next page)
<PAGE>
16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 9
- --------------------------------------------------------------------------------
NOTE 18 - CRITERIA USED IN THE SUPPLEMENTAL CURRENT VALUE PRESENTATION
(COMPILED) - continued
- --------------------------------------------------------------------------------
Management's estimates of unrealized appreciation at December 31, 1997 and 1996,
are summarized as follows:
1997 1996
---- ----
Motel properties $ 45,239,000 $ 46,710,000
Sub-franchise rights 1,491,000 1,516,000
---------- ----------
46,730,000 48,226,000
Less:
Historical cost basis 26,762,893 27,199,235
Sales commissions on realization
of estimated current values 1,401,900 1,446,800
---------- ----------
18,565,207 19,579,965
Income taxes on realization of
estimated current values 6,312,000 6,657,000
---------- ----------
Unrealized appreciation $ 12,253,207 $ 12,922,965
========== ==========
Assumptions for current value estimates:
Assets and liabilities included in current value estimation:
The current value computation of assets is limited to operating motels (28
and 29 at December 31, 1997 and 1996, respectively), one motel under
construction at December 31, 1997 and the Company's sub-franchise rights
for all Super 8 Motels in its territory.
General business intangibles, such as financing costs, franchise fees and
organization costs have not been carried forward from the historical cost
basis to the supplemental current value presentation. Other assets and
liabilities have not been revalued since the historical cost of those
assets and the recorded basis of those liabilities approximate current
values.
The current value of the operating motel properties was determined by
capitalizing adjusted net income at 12% in 1997 and 1996. Adjusted net
income consists of net income before debt service, amortization and
depreciation. The Company's motel under construction was valued at
historical cost.
(continued on next page)
<PAGE>
17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - page 10
- --------------------------------------------------------------------------------
NOTE 18 - CRITERIA USED IN THE SUPPLEMENTAL CURRENT VALUE PRESENTATION
(COMPILED) - continued
- --------------------------------------------------------------------------------
Sub-franchise rights:
The Company receives from Super 8 Motels, Inc. (the franchisor) 25% of the
annual royalty fees Super 8 Motels, Inc. receives from each motel located
in the Company's territory. Estimates of the current value of this
agreement are based upon the present value (using an interest rate of 10%)
of future estimated cash flows from royalty fees under the agreement on
operating motels in the Company's territory.
Income taxes and sales commissions on realization of estimated current
values:
---------------------------------------------------------------------------
Even though the Company does not anticipate a sale of its property
interests, a provision of 3% of the estimated gross current value of such
interests has been made for estimated sales costs which would be payable on
realization of the current values. Likewise, income taxes have been
provided at an assumed rate of 34% of the estimated current value in excess
of historical cost.
# # # # #
AGREEMENT FOR THE PURCHASE AND SALE OF 169,989 SHARES OF THE
774,277 OUTSTANDING SHARES OF COMMON STOCK OF
FIRST SAVINGS & LOAN ASSOCIATION OF SOUTH DAKOTA, INC.
THIS AGREEMENT, entered into as of the 18th day of August, 1997, by and
between Spectrum Bancorporation, Inc., a Delaware corporation, (the "Buyer") and
World Services, Inc., a South Dakota corporation (hereinafter referred to as
"Seller"), which owns 169,989 shares of common stock of First Savings & Loan
Association of South Dakota, Inc., Aberdeen, South Dakota ("First Savings"):
W I T N E S S E T H:
WHEREAS, the Buyer desires to purchase and the Seller desires to sell to
the Buyer, upon the terms, provisions and conditions hereinafter set forth,
169,989 shares of the First Savings common stock owned by Seller:
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Parties' Representatives. The "Seller's Representative" shall be Ronne
Tarrell. Seller by its execution of this Agreement, authorizes the Seller's
Representative to take such action on behalf of Seller as the Seller's
Representative is herein authorized to take or as the Seller's Representative
may deem necessary or advisable in order to carry out the purpose and intent of
this Agreement. The "Buyer's Representative" shall be Deryl F. Hamann, so long
as he is able and willing to act, and if he is not able and willing to act,
shall be Jeffory A. Erickson. Buyer, by execution of this Agreement, authorizes
the Buyer's Representative to take such action on behalf of the Buyer as the
Buyer's Representative is herein authorized to take or as the Buyer's
Representative may deem necessary or advisable in order to carry out the purpose
and intent of this Agreement.
2. Time and Place of Closing. The place of closing shall be at the main
banking office of F & M Bank in Watertown, South Dakota. The date and time of
closing shall be at the date and time selected by the Buyer no more than ten
days after Buyer shall have received approval from the Federal Reserve Bank of
Minneapolis for the acquisition of the shares of First Savings common stock to
be purchased and sold hereunder and the expiration of any mandatory waiting
periods.
3. Seller's Agreement to Sell: Seller hereby agrees to sell and deliver to
Buyer, and Buyer agrees to purchase, at the time and place of closing, 169,989
shares of common stock of First Savings, and Seller agrees to deliver to Buyer
at or before the time of closing the certificates representing such shares in
such form and accompanied by such closing documents as may reasonably be
requested by counsel for Buyer, duly endorsed, in order to render such shares
transferable to Buyer on the books of First Savings.
<PAGE>
4. Purchase Price. Buyer agrees to pay to Seller as a purchase price for
each First Savings share properly tendered for sale hereunder by the Seller, the
amount of $2.51 per share, or a total of $426,672.39, payable at the time of
closing.
5. Warranties of Seller. Seller represents and warrants that, to the best
of Seller's information and belief, the financial condition of First Savings is
not materially less favorable than as set forth in the unaudited May 31, 1997
financial statements attached to World Savings' "Notice of Annual Meeting of
Shareholders" dated July 28, 1997. Seller further warrants that First Savings
has 774,277 shares of common stock outstanding; that there are no other classes
of stock outstanding; and that there are no options, warrants or agreements
whereby any additional shares of First Savings will be outstanding at the time
of closing. Seller further warrants that First Savings shall not be subject to
any fines or penalties as a result of any real or claimed failure of Seller to
comply with regulatory requirements concerning its ownership of First Savings
shares.
6. Title to Shares/Indemnity. Seller hereby represents and warrants that
Seller has full right, power and authority to enter into this Agreement and to
sell, assign, transfer and deliver the First Savings shares of common stock to
be sold by Seller hereunder; and that good and valid title, free and clear of
all liens, encumbrances, equities or claims to the First Savings shares being
sold hereunder by Seller will pass to Buyer at the time of closing; and Seller
will indemnify and save Buyer harmless against any loss, damage, liability or
express resulting from any breach of the representations or warranties contained
in paragraph 5 or 6 of this Agreement, which representations and warranties
shall survive the closing hereunder.
7. Reduction in Price in the Event of Dividends. In the event that during
the period from the date hereof to the time of closing First Savings shall pay
or declare any cash dividends, split its stock, or issue stock dividends, the
Seller agrees that the purchase price for the First Savings shares shall be
reduced, pro rata, by the amount of any such cash dividends, such reduction in
purchase price to be deducted from the cash payment to be paid to the Seller at
the time and place of closing, and any shares of First Savings received by
Seller as a result of any such stock split or stock dividend shall be delivered
to Buyer at closing for no additional consideration.
8. Approval of Board of Directors. Approval of the President and a majority
of the Board of Directors of the Seller shall be endorsed hereon which action
shall constitute an effective and binding action of the corporation. Seller
agrees to furnish to Buyer at the time and place of closing, a duly certified
copy of resolutions adopted by the Board of Directors of Seller authorizing and
approving the execution, delivery and performance of this Agreement by the
Seller. Seller further agrees to furnish to Buyer, at the time and place of
closing, a duly certified copy of resolutions by the stockholders of Seller
authorizing the Directors of Seller to sell the First Savings shares, duly
shares purchased by Buyer, free and clear of all liens, encumbrances, equities
or claims.
<PAGE>
9. Regulatory Approval. Buyer agrees that within 10 business days after the
execution of this Agreement, it shall file a preliminary application and
subsequently a final application with the Minneapolis Federal Reserve for
approval to acquire the First Savings shares to be purchased hereunder. World
Services will cooperate with and support the efforts of Spectrum in seeking such
approvals. World Services will use its best efforts to obtain the cooperation of
First Savings to secure such approval. If such approval shall not have been
received within six months of the date of this Agreement, then, unless extended
by mutual agreement of the Buyer and Seller, this Agreement shall become void
and of n further force and effect. If Buyer shall have made such application in
good faith but shall not have secured permission from regulatory authorities
within such time, Buyer shall not be deemed in default hereof. Further, if any
act of World Services or First Savings shall impede or defeat Spectrum's ability
to secure such approval, Spectrum shall not be deemed in default hereof.
10. Escrow. Spectrum shall place $75,000 in Escrow with F & M Bank,
Aberdeen, South Dakota, to be held, administered and distributed pursuant to a
separate Escrow Agreement of even date.
11. Agreement Bind on Successors. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto, their respective heirs,
personal representatives, successors and assigns.
IN WITNESS WHEREOF, World Services, Inc., as Seller, and Spectrum
Bancorporation, Inc., as Buyer, have executed this Agreement, as of the date and
year first above written.
WORLD SERVICES, INC.
Seller
By
--------------------------------------
President
SPECTRUM BANCORPORATION, INC.,
Buyer
By
--------------------------------------
President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 66,000
<SECURITIES> 739,000
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 825,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,397,000
<CURRENT-LIABILITIES> 73,000
<BONDS> 0
0
0
<COMMON> 3,000
<OTHER-SE> 1,321
<TOTAL-LIABILITY-AND-EQUITY> 1,397,000
<SALES> 0
<TOTAL-REVENUES> 344,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 112,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 262,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 262,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 262,000
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
