SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 9, 1998
HOSPITALITY WORLDWIDE SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
NEW YORK 0-23054 11-3096379
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
450 PARK AVENUE, SUITE 2603, NEW YORK, NEW YORK 10022
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 223-0699
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial Statements of Bekins Distributions Services
Co., Inc. ("Bekins").
Independent Auditors' Report.
Balance Sheets as of September 30, 1997 and 1996.
Statements of Operations for the years ended September
30, 1997 and 1996.
Consolidated Statement of Stockholders' Deficit for the years
ended September 30, 1997 and 1996.
Statements of Cash Flows for the years ended September 30,
1997 and 1996.
Notes to Financial Statements.
(b) Pro Forma Financial Information.
Balance Sheet as of September 30, 1997 and January 9, 1998.
Income Statement for the nine months ended September 30, 1997.
Income Statement for the year ended December 31, 1996.
(c) Exhibits.
*2.1 Agreement and Plan of Merger, dated as of January 1,
1998, by and among Hospitality Worldwide Services,
Inc., a New York corporation, HWS Acquisition Corp.,
a Delaware corporation, Bekins and the Sellers named
therein.
27.1 Financial Data Schedule.
- ----------------------------
* Previously filed.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
HOSPITALITY WORLDWIDE SERVICES, INC.
Dated: March 24, 1998 By: /S/ HOWARD G. ANDERS
-------------------------------
Name: Howard G. Anders
Title: Executive Vice President
-3-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Bekins Distribution Services Co., Inc.:
We have audited the accompanying balance sheets of Bekins Distribution Services
Co., Inc. (the "Company") as of September 30, 1997 and 1996, and the related
statements of operations, stockholders' deficit and of 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 financial statements referred to above present fairly, in
all material respects, the financial position of Bekins Distribution Services
Co., Inc. as of September 30, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
November 19, 1997
<PAGE>
BEKINS DISTRIBUTION SERVICES CO., INC.
(An S Corporation)
BALANCE SHEETS
SEPTEMBER 30, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1997 1996
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 862,513 $ 222,498
Trade receivables (net of allowance for doubtful accounts of
$106,941 and $229,972 in 1997 and 1996, respectively) 3,343,157 3,694,307
Prepaid expenses and other current assets 134,022 125,698
----------- -----------
Total current assets 4,339,692 4,042,503
PROPERTY AND EQUIPMENT - Net (Note 3) 2,831,162 228,419
INTANGIBLE ASSETS - Net (Note 4) 402,064 507,247
OTHER ASSETS 21,510 63,691
DEFERRED FINANCING COSTS 87,604 55,038
----------- -----------
TOTAL $ 7,682,032 $ 4,896,898
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 1,836,106 $ 1,771,479
Accrued liabilities 723,430 849,311
Deferred revenue 101,788 101,989
Current portion of long-term debt (Note 5) 592,000 500,000
Current portion of obligation under capital lease (Note 6) 72,982 27,597
----------- -----------
Total current liabilities 3,326,306 3,250,376
LONG-TERM DEBT (Note 5) 4,187,000 2,975,000
SUBORDINATED NOTE (Notes 5, 7 and 8) 695,389 -
OBLIGATION UNDER CAPITAL LEASE (Note 6) 53,930 22,838
STOCKHOLDERS' DEFICIT:
Common stock, $1 par value - authorized, 2,000 shares;
issued and outstanding, 781 and 760 shares 781 760
Common stock warrants (Note 7) 60,000
Subscription note receivable (8,471)
Additional paid-in capital 827,541 759,240
Accumulated deficit (1,460,444) (2,111,316)
----------- -----------
Total stockholders' deficit (580,593) (1,351,316)
----------- -----------
TOTAL $ 7,682,032 $ 4,896,898
=========== ===========
</TABLE>
See notes to financial statements.
-2-
<PAGE>
BEKINS DISTRIBUTION SERVICES CO., INC.
(An S Corporation)
STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
REVENUES - Net $ 19,915,987 $ 17,783,222
DIRECT COSTS 15,408,083 13,419,408
------------ ------------
Gross profit 4,507,904 4,363,814
SELLING AND ADMINISTRATIVE EXPENSES 2,983,884 2,934,811
------------ ------------
INCOME FROM OPERATIONS BEFORE DEPRECIATION
AND AMORTIZATION 1,524,020 1,429,003
DEPRECIATION EXPENSE (Note 3) 211,780 115,853
AMORTIZATION OF INTANGIBLE ASSETS (Note 4) 105,183 133,358
------------ ------------
INCOME FROM OPERATIONS 1,207,057 1,179,792
INTEREST EXPENSE 557,185 352,505
OTHER NON-OPERATING EXPENSES (1,000) (9,045)
------------ ------------
NET INCOME $ 650,872 $ 818,242
============ ============
</TABLE>
See notes to financial statements.
-3-
<PAGE>
BEKINS DISTRIBUTION SERVICES CO., INC.
(AN S CORPORATION)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEAR ENDED SEPTEMBER 30, 1997 AND 1996
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
---------------
Number of Common Subscription Additional Total
Outstanding Stock Note Paid-in Accumulated Stockholders'
Shares Amount Warrants Receivable Capital Deficit Deficit
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER 30, 1995 760 $ 760 $ 1,158,841 $ - $ 759,240 $ (3,132,399) $ (1,213,558)
Net income 818,242 818,242
Accretion of common stock warrants to (202,841) 202,841
redemption value
Redemption of common stock warrants
(Note 5) (956,000) (956,000)
--- ----- ----------- ----------- --------- ------------ ------------
BALANCE, SEPTEMBER 30, 1996 760 760 - - 759,240 (2,111,316) (1,351,316)
Net income 650,872 650,872
Common stock issued 21 21 (8,471) 68,301 59,851
Issuance of common stock warrants
(Notes 5 and 7) 60,000 60,000
--- ----- ----------- ----------- --------- ------------ ------------
BALANCE, SEPTEMBER 30, 1997 781 $ 781 $ 60,000 $ (8,471) $ 827,541 $ (1,460,444) $ (580,593)
=== ===== =========== ===== ========= ============ ============
</TABLE>
See notes to financial statements.
-4-
<PAGE>
BEKINS DISTRIBUTION SERVICES CO., INC.
(An S Corporation)
STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 650,872 $ 818,242
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 316,959 249,211
Amortization of deferred financing costs and debt discount 32,962 7,862
Gain on sale of assets (1,000)
Net changes in assets and liabilities:
Trade receivables - net 351,150 (1,037,843)
Prepaid expenses and other current assets 8,099 29,117
Deferred financing costs (76,559) (78,625)
Other assets 42,181 (63,691)
Accounts payable 64,627 403,815
Accrued liabilities (125,881) 272,135
Deferred revenue (201) 64,489
----------- -----------
Net cash provided by operating activities 1,263,209 664,712
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (2,668,384) (134,793)
Cash proceeds from sale of property and equipment 1,000
----------- -----------
Net cash used in investing activities (2,667,384) (134,793)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments under bullet loan -- (500,000)
Additional borrowing under senior term note 3,600,000
Repayments under senior term note (484,000) (1,425,000)
Additional borrowing under subordinated debt 690,000
Repayment of subordinated note (Note 5) (1,000,000)
Repayments under capital lease (69,661) (26,853)
Borrowing under building loan 1,850,000
Repayments under building loan (62,000)
Net proceeds received from sale of stock 59,851
Proceeds from sale of warrants 60,000
Net purchase of warrants (956,000)
----------- -----------
Net cash provided by (used in) financing activities 2,044,190 (307,853)
----------- -----------
</TABLE>
(Continued)
-5-
<PAGE>
BEKINS DISTRIBUTION SERVICES CO., INC.
(An S Corporation)
STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
NET INCREASE IN CASH $640,015 $222,066
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 222,498 432
-------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $862,513 $222,498
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION The Company had 250 and 285
stock warrants outstanding as of September 30, 1997 and 1996, respectively,
which experienced a decrease in redemption price of $7,000 and $202,841,
respectively (Note 7)
SUPPLEMENTAL DISCLOSURE OF CASH PAID DURING THE
YEAR FOR INTEREST $506,602 $333,436
======== ========
</TABLE>
See notes to financial statements. (Concluded)
-6-
<PAGE>
BEKINS DISTRIBUTION SERVICES CO., INC.
(AN S CORPORATION)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 1997 AND 1996
- --------------------------------------------------------------------------------
1. NATURE OF BUSINESS
Bekins Distribution Services Co., Inc. (the "Company") provides
comprehensive service packages for opening facilities, closing or
relocating existing facilities, renovating properties, or handling
specialized distribution needs.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Company considers all highly liquid
interest-bearing securities with a maturity of three months or less at
date of purchase to be cash equivalents.
Deferred Financing Costs - Costs associated with debt borrowings are
amortized over the terms of the related debt.
Revenue Recognition - Revenues on fixed-price installation contracts are
recorded throughout the lives of the contracts as the service is
provided.
Revenues on multi-location warehousing and commercial distribution
contracts are recorded based on costs incurred plus a portion of profit
expected to be realized on the contract.
Trade receivables at year-end include both billed receivables and
accruals for revenue recognized but not yet billed. Deferred revenue
represents payments received in advance of incurred costs.
Property and Equipment - Property and equipment are stated at cost.
Depreciation for financial reporting purposes is provided using the
straight-line method over the estimated useful lives of the respective
assets which range from 3 to 39 years. Assets under capital lease were
originally recorded at the fair market value of the asset at the time of
the lease inception. These assets are amortized over the life of the
lease or the estimated useful life depending on the terms of the lease.
Intangible Assets - Intangible assets are being amortized on accelerated
and straight-line methods over their estimated useful lives.
Income Taxes - For federal income tax purposes, the Company and its
stockholders have elected S corporation status. An S corporation does
not pay federal tax on its income since it is reported on the personal
income tax return of its stockholders. Accordingly, there are no federal
income taxes in the accompanying financial statements. For state income
tax purposes, the Company files as either an S or a C corporation.
Significant Customers - During 1997 and 1996 one customer represented
24% and 28%, respectively, of the Company's sales and 16% of the
Company's accounts receivable as of September 30, 1997.
Use of Management Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires that
management make certain estimates and assumptions that
-7-
<PAGE>
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements. The reported amounts of revenues and expenses during the
reporting period may also be affected by the estimates and assumptions
management is required to make. Actual results may differ from those
estimates.
Fair Value of Financial Instruments - To meet the reporting requirements
of the Financial Accounting Standards Board ("FASB") Statement No. 107,
Disclosures About Fair Values of Financial Instruments, the Company
calculates the fair value of financial instruments and includes this
additional information in the notes to the consolidated financial
statements when the fair value is different than the book value of those
financial instruments. When the fair value is equal to the book value,
no additional disclosure is made. The Company uses quoted market prices
whenever available to calculate these fair values. When quoted market
prices are not available, the Company uses valuation methodologies which
take into account the present value of estimated future cash flows to
determine fair value.
3. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows (as of September 30):
1997 1996
Building $2,309,274 $ --
Computer hardware 320,547 166,693
Equipment under capital lease 314,061 143,938
Computer software 177,349 113,931
Furniture and office equipment 147,178 108,578
Warehouse equipment 79,254
---------- ----------
3,347,663 533,140
Less accumulated depreciation and amortization 516,501 304,721
---------- ----------
Property and equipment - net $2,831,162 $ 228,419
========== ==========
4. INTANGIBLE ASSETS
Intangible assets, net of accumulated amortization, consists of the
following (as of September 30):
Estimated
1997 1996 Life
Customer list $ 217,213 $ 316,723 14
Goodwill and tradename 184,851 190,524 40
------- -------
Net intangible assets $ 402,064 $ 507,247
========= =========
The estimated useful lives are the estimated useful lives at the time
the Company was formed in April 1990. Amortization for certain of these
assets has been accelerated due to changes in their current economic
lives.
-8-
<PAGE>
5. BORROWINGS
On March 29, 1996, the Company entered into a loan agreement which
includes a term loan and a revolving line of credit. The proceeds from
the loan agreement were used to redeem $1,000,000 of subordinated debt,
to repurchase from a related party 285 outstanding stock warrants at a
cost of $956,000, and to refinance the Company's indebtedness to bank
under the prior revolving note, prior term loan and bullet note.
The revolving line of credit allows for borrowings up to an amount equal
to (i) the lesser of $1,500,000 or 85% of eligible accounts receivable,
minus (ii) the bank's letter of credit exposure with the Company. The
Company had $1,250,000 potential availability under this agreement for
additional borrowings at September 30, 1997 which is net of a $250,000
letter of credit outstanding. Interest on the line of credit is the
bank's prime rate plus 1% (9.5% at September 30, 1997) and is payable
monthly until maturity of the agreement on April 1, 2001. The Company
pays a 0.5% commitment fee on the unused portion of the revolving credit
facility.
The term loan is payable in quarterly installments of $117,000 with the
final balance due on April 1, 2001. Interest on the senior term note is
the bank's prime rate plus 1% (9.5% at September 30, 1997).
During December 1996, the Company borrowed $1,850,000 for the purchase
of a building in Orlando, Florida pursuant to the terms of the term and
revolving loans. The note is payable in 16 quarterly installments of
$31,000 and a balloon payment of $1,354,000 on April 1, 2001. Interest
accrues at prime rate plus 1% (9.5% at September 30, 1997) and is
payable monthly.
The revolving credit facility, the senior term note and the building
note contain restrictive covenants that require, among other things, the
Company to maintain minimum ratio of operating cash flow to fixed
charges, a maximum ratio of total funded debt to operating cash flow,
and minimum operating cash flows. The Company was in compliance with all
such covenants. The above loans are collateralized by substantially all
of the assets of the Company as well as outstanding shares of common
stock.
On March 6, 1997, the Company entered into a $750,000 subordinated loan
agreement. The proceeds from the loan were used to purchase property and
equipment. The note is payable in two installments:
March 31, 2003 $350,000
March 31, 2004 $400,000
Interest accrues at a rate of 11% per annum, payable in quarterly
installments. Concurrent with entering into the subordinated loan
agreement the Company issued 250 common stock warrants (see Note 7).
-9-
<PAGE>
As of September 30, long-term debt consists of the following:
1997 1996
Building note $1,788,000 $ --
Senior term note 2,991,000 3,475,000
Subordinated note - net of discount of $54,611 695,389
---------- ----------
5,474,389 3,475,000
Less current portion 592,000 500,000
---------- ----------
Long-term portion $4,882,389 $2,975,000
========== ==========
The following represents the schedule of the aggregate annual principal
payments on long-term debt for the year ended September 30:
1998 $ 592,000
1999 592,000
2000 592,000
2001 3,003,000
Thereafter 750,000
-----------
Total 5,529,000
Less discount on subordinated note 54,611
-----------
Total $ 5,474,389
===========
6. LEASES
The Company leases various office furniture and equipment under capital
leases bearing interest at fixed rates of 6.75% to 13.25%. The
amortization of assets under capital lease for the years ended September
30, 1997 and 1996 was $46,315 and $34,782, respectively.
-10-
<PAGE>
Future minimum lease payments under capital leases are as follows:
For the years ended September 30:
1998 $ 80,310
1999 38,420
2000 11,342
2001 7,577
2002 1,263
--------
Total payments 138,912
Less portion representing interest 12,000
--------
Lease obligation 126,912
Less current maturities 72,982
--------
Long-term capital lease obligation $ 53,930
========
The Company also has noncancelable operating leases for its corporate
office and office equipment which expire through 1999. The lease
requires annual payments of $98,767 through its expiration; however, a
rent abatement of $42,042 was granted for the first year. The rent
abatement will be amortized over the life of the lease. In November 1996
the Company entered into an operating lease for a warehouse in Las
Vegas, Nevada which expires in October 1999. Additionally, as a part of
the purchase of the building in Orlando, Florida during December 1996
the Company assumed a ground lease which expires in the year 2085 with a
minimum payment of $6,489 per year indexed for inflation. Total rental
expenses for the Company for the years ended September 30, 1997 and
1996, amounted to $417,144 and $242,029, respectively.
Minimum payments under the noncancelable operating leases were as
follows for the fiscal years ending September 30:
YEAR
1998 $ 242,934
1999 229,768
2000 45,716
2001 8,979
2002 and thereafter 551,565
----------
Total $1,078,962
==========
The Company is currently using 50% of its new Orlando, Florida building
and leasing the remaining 50% of this space to third party tenants.
Minimum receipts under noncancelable operating leases were as follows
for the fiscal years ending September 30:
YEAR
1998 $145,387
1999 121,872
2000 37,812
--------
Total $305,071
========
-11-
<PAGE>
Total rental income for the Company for the year ended September 30,
1997 amounted to $161,804.
7. COMMON STOCK WARRANTS
Concurrent with the issuance of the $750,000 subordinated loan (see Note
5), the Company issued 250 warrants which entitle the holders to
purchase from the Company 250 shares of the Company's common stock at an
exercise price of $3,500 per share. These warrants may be exercised
between March 6, 2001 and March 6, 2007 at which time they would expire.
The Company has the obligation to repurchase the warrants, at the
holder's request, on or after March 31, 2002, at an amount determined by
a formula in the purchase agreement. The Company has the right, at its
discretion, on or after March 31, 2004, to repurchase all of the
warrants at an amount determined by a formula in the purchase agreement.
Additionally, upon a change of control of the Company the warrants would
become exercisable.
8. STOCK OPTIONS
At the beginning of fiscal year 1997, the Company had 12 stock options
outstanding. Each option entitles the holder to purchase one share of
common stock for $1,000. The options expire April 5, 2000 and are
currently exercisable.
During fiscal year 1997, and also concurrent with the issuance of the
$750,000 subordinated note (see Notes 5 and 7), the Company granted 200
options to certain members of management at an exercise price of $3,500.
The options are not currently exercisable but become exercisable on
December 31, 1999 upon the attainment of the performance objectives as
described in the option agreement. They expire on the first of the
following to occur:
(1) December 31, 1999, if the Company has not attained the Performance
Objectives as described in the option agreements.
(2) March 6, 2007.
A summary of the Company's options for the years ended September 30,
1996 and 1997 follows:
Number of options outstanding at September 30, 1996 12
Number of options granted during the year ended
September 30, 1997 200
---
Total number of options outstanding at September 30, 1997 212
===
Total number of options exercisable at September 30, 1997 12
===
Additionally, upon a change of control in the Company all options would
become exercisable.
9. 401(K) PLAN
The Company has a 401(k) salary reduction plan that covers substantially
all full-time employees. Based on annual Board of Directors' approval,
the Company will make discretionary matching and profit-sharing
contributions to the plan. Company contributions were approximately
$57,732 and $50,827 for the years ended September 30, 1997 and 1996,
respectively.
* * * * * *
-12-
<PAGE>
HOSPITALITY WORLDWIDE SERVICES, INC.
Pro Forma Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
September 30, January 9,
1997 1998
----------------- -----------------
HWS Bekins Adjustments Combined
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Current Assets:
Cash 30,395 0 30,395
Accounts receivable, net 10,955 3,262 14,217
Costs in excess of billings 3,192 -- 3,192
Prepaids and other 5,092 121 5,213
----------------- ------------------ ------------------ -----------------
49,634 3,383 53,017
Property and equipment, net 2,480 2,789 5,629
Goodwill 18,567 474 6,830 25,871
Other assets 1,035 12 1,047
----------------- ------------------ ------------------ -----------------
Total Assets 71,716 6,658 6,830 85,204
Current Liabilities:
Loan payable - bank -- -- --
Current portion of long-term 141 810 951
debt
Accounts payable 3,389 1,723 5,112
Accrued liabilities 2,853 835 3,688
Billing in excess of costs 104 -- 104
Income taxes payable 813 -- 179 992
Customer deposits 11,042 -- 11,042
----------------- ------------------ ------------------ -----------------
18,342 3,368 179 21,889
Long-term debt 142 4,075 53 4,270
Equity:
Preferred stock 5,000 -- 5,000
Common stock 123 1 124
Paid-in-capital 46,550 888 6,956 54,394
Treasury stock -- -- --
Retained earnings 1552 (1,674) (358) (480)
Foreign currency adjustment 7 -- 7
----------------- ------------------ ------------------ -----------------
53,232 (785) 6,598 59,045
Total liabilities and equity 71,716 6,658 6,830 85,204
</TABLE>
-1-
<PAGE>
Hospitality Worldwide Services, Inc.
Pro-Forma Income Statement
(in thousands)
NINE MONTHS ENDED SEPTEMBER 30, 1997
HWS Bekins Adjustments Combined
--- ------ ----------- --------
Revenues 54,240 15,028 69,268
Cost of revenues 41,570 11,620 53,190
Gross profit 12,670 3,408 16,078
Selling, general and
administrative 9,608 2,436 179 12,223
Income from operations 3,062 972 (179) 3,855
Interest income 289 4 293
Interest expense (420) (464) (884)
Income before income taxes 2,931 512 (179) 3,264
Provision for taxes 1,390 - 179 1,569
Income from continuing
operations 1,541 512 (358) 1,695
Earnings per share .17 .18
Weighted average shares
outstanding 9,166,000 514,117 9,680,117
-2-
<PAGE>
HOSPITALITY WORLDWIDE SERVICES, INC.
Pro Forma Income Statement
(in thousands)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
HWS Bekins Adjustments Combined
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Revenues 24,367 19,439 43,806
Cost of revenues 18,290 14,871 33,161
Gross profit 6,077 4,568 10,645
Selling, general and 3,219 3,348 122 6,689
administrative expenses
Income from operations 2,858 1,220 (122) 3,956
Interest income 1 2 3
Interest expense (26) (363) (389)
Income before income taxes 2,833 859 (122) 3,570
Provision for taxes 926 2 300 1,228
Income from continuing 1,907 857 (422) 2,342
operations
Earnings per share .27 .30
Weighted average shares 7,192,361 -- 5,114,117 7,706,478
outstanding
</TABLE>
-3-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BEKINS'
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND NOTES
THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 863
<SECURITIES> 0
<RECEIVABLES> 3,343
<ALLOWANCES> 107
<INVENTORY> 0
<CURRENT-ASSETS> 4,340
<PP&E> 2,831
<DEPRECIATION> 517
<TOTAL-ASSETS> 7,682
<CURRENT-LIABILITIES> 3,326
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> (581)
<TOTAL-LIABILITY-AND-EQUITY> 7,682
<SALES> 19,916
<TOTAL-REVENUES> 19,916
<CGS> 15,408
<TOTAL-COSTS> 18,709
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 556
<INCOME-PRETAX> 651
<INCOME-TAX> 0
<INCOME-CONTINUING> 651
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> 651
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</TABLE>
