UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED For the fiscal year ended: December 31, 1997 ----------------- Commission file number: 33-11309 -------- THE IDAHO COMPANY (Exact name of registrant as specified in its charter) Idaho 82-0410913 (State or other jurisdiction of (Internal Revenue Service Employer incorporation or organization) Identification Number) 102 S. 17th Street, Suite 201 P. O. Box 6812 Boise, ID 83707 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (208) 344-6308 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Common Stock - without par value - ------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting stock held by nonaffiliates of the Registrant at December 31, 1997 was zero. There currently is no market for the Company's stock. The number of Registrant's no par value common stock outstanding at December 31, 1997 was 1,618. 1 THE IDAHO COMPANY TABLE OF CONTENTS Item PART I Page 1. Business 3 2. Properties 3 3. Legal Proceedings 3 4. Submission of Matters to a Vote of Security Holders 3 PART II 5. Market for the Registrant's Common Equity and Related Stockholder Matters 4 6. Selected Financial Data 4 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 8. Financial Statements and Supplementary Data 7 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 17 PART III 10. Directors and Executive Officers of the Registrant 18 11. Executive Compensation 19 12. Security Ownership of Certain Beneficial Owners 19 and Management 13. Certain Relationships and Related Transactions 19 PART IV 14. Exhibits, Financial Statement Schedules and 20 Reports on Form 8-K 2 PART I Item 1. Business The Idaho Company (the "Company") was incorporated under the laws of the State of Idaho on November 28, 1986. The Company is a for-profit corporation organized to promote economic growth in Idaho. The Company achieves this objective by lending to, investing in, arranging financing for, and consulting with new, emerging, and expanding businesses. The Company has pursued a program of lending and equity investing, loan placement, and management consulting to help small businesses attain greater financial stability. Direct loans and investments totaling $871,838 were entered into during the year ended December 31, 1997. Lending activity resulted in the creation or retention of 26 jobs in the State of Idaho. On September 30, 1992, the Company was granted an exemption from the reporting requirements of the Investment Company Act of 1940 subject to continued compliance with sections 9, 10, 15, 16(a), 17(g), 17(i), 18, 21, 23, 35, 36, 37, and, to the extent necessary to enforce the provisions of the Act, sections 38 through 53. In addition, the Company was exempted from certain provisions of rule 17g-1. The exemption allows the Company to make loans to and investments in Idaho small businesses in excess of forty percent of the Company's assets without incurring reporting requirements under the Act. On August 4, 1997, an office in Idaho Falls, Idaho was established. Mr. Robert W. Barnes was hired as Vice President, Credit, to manage the office. Mr. Barnes has 20 year credit experience including commercial, agriculture, and government guaranteed loans. Mr. Barnes will work exclusively on credit requests throughout Idaho; specifically, SBA 7a, 504's, Farmer Mac and commercial loans. Item 2. Properties The Company leases office space at 102 S. 17th Street, Suite 201, Boise, Idaho 83702 and 381 Shoup Avenue, Suite 210, Idaho Falls, Idaho 83403. Item 3. Legal Proceedings There are no legal proceedings involving the Company. Item 4. Submission Of Matters To A Vote Of Security Holders No matters were submitted to a vote of security holders during the quarter ended December 31, 1997. 3 PART II Item 5. Market For The Registrant's Common Equity And Related Stockholder Matters There is no established public trading market for the Company's stock. Shareholders as of December 31, 1997, numbered two. No shareholder is entitled, as a matter of right, to purchase or subscribe for any unissued or treasury stock of the Company, and no shareholder is entitled, as a matter of right, to purchase or subscribe for any bonds, notes, certificates or indebtedness, debentures, or other obligations convertible into stock of the Company. The Company does not intend to pay, nor obligate itself to pay, a cash dividend or dividend in kind to its shareholders unless that payment is consistent with capital requirements and profitability and has been approved by the Director of the Department of Finance of the State of Idaho. Item 6. Selected Financial Data Year Year Year Ended Ended Ended 1997 1996 1995 Revenues $ 178,093 $ 177,811 $ 154,123 Net income 5,384 42,629 31,070 Net income per common share 3.33 26.35 19.20 Total assets 1,387,803 1,318,166 1,101,130 4 Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operation. Nearly all of The Idaho Company's assets are employed in loans to Idaho businesses earning market rates of interest. There were two loans 30 or more days past due in the portfolio as of December 31, 1997. The Company created or retained an estimated 26 jobs in 1997. The Company is financially backing a proposal to raise $10 million to form Littlewood Capital Resources, L.P., a limited partnership which would become licensed as a Small Business Investment Corporation (SBIC). Upon closing Littlewood Capital Resources, L.P., all expenses incurred by the Company will be reimbursed. The offering is in review with the Idaho Department of Finance and is anticipated to be passed upon in the first quarter of 1998. Summary statements of income information for the Idaho Company follows: Year Year Year Ended Ended Ended 1997 1996 1995 Interest income $148,415 156,048 122,582 Consulting fee income 1,341 983 4,088 Loan fees 19,831 16,636 25,378 Other income 8,506 4,144 2,075 -------- -------- -------- 178,093 177,811 154,123 Operating expense 195,821 158,294 146,165 --------- --------- --------- 195,821 158,294 146,165 Accretion of excess cost over purchase price 23,112 23,112 23,112 -------- -------- -------- Net income $ 5,384 42,629 31,070 ========= ======== ======== Results Of Operations - --------------------- The primary sources of revenue for the Company during 1997, 1996 and 1995 were interest earned on loans and loan fees. 1997 was a year of management change, thus decreasing average outstanding loan balances through the third quarter of 1997, decreasing interest earnings from 1996 to 1997. Major expense categories in 1997 and 1996 were Littlewood Capital Resources, L.P., insurance, accounting, payroll, and severance. Operations for 1997 and 1996 resulted in net income of $5,384 and $42,629, respectively. This compares to a net income of $31,070 for 1995. During 1997, the Company had incurred expenses including severance pay, accruing accounting expenses and expenses to start Littlewood Capital Resources, L.P. These expenses totaled $40,667. 5 Inflation has had little impact upon the operating overhead, lending or investing activities of the Company during 1997, 1996 and 1995. Interest rates have remained stable as loan volumes have flattened during 1997. No material commitments for capital equipment existed at year end 1997. Liquidity And Capital Resources - ------------------------------- The Company has substantially all available capital invested in loans. Liquidity for operations and additional lending is provided through a $300,000 unsecured line of credit, with utilization of $269,877 at year end. Principal payments on the Company's loans receivables are applied to reducing the line. The current portion of loans receivable, as of December 31, 1997 totalled $815,403. The Company's line of credit matures on June 20, 1998. The line of credit is renewable. If additional funds are raised, the Company will be able to increase net income commensurately, provided the Company maintains its current overhead structure. No unusual capital expenditures are anticipated at this time. The Company does not intend to declare nor pay dividends in the foreseeable future. As such, management anticipates that cash will be generated from operations in amounts sufficient to allow the Company to meet its obligations as they come due. (The remainder of this page intentionally left blank) 6 Item 8. Financial Statements And Supplementary Data The Board of Directors The Idaho Company: We have audited the accompanying balance sheets of The Idaho Company (the Company) as of December 31, 1997 and 1996, and the related statements of income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997. 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 the Company as of December 31, 1997 and 1996, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1997, in conformity with generally accepted accounting principles. /s/ KPMG Peat Marwick LLP Salt Lake City, Utah January 16, 1998 7 THE IDAHO COMPANY Balance Sheets December 31, ---------------------------------------- Assets 1997 1996 ------ ----------- ---------- Cash $ 64,898 15,636 Securities available-for-sale 1,865 - Loans receivable 1,343,585 1,345,817 Less allowance for loan losses 81,464 75,706 ----------- ---------- Net loans 1,262,121 1,270,111 Interest receivable 21,088 23,094 Prepaid expense 10,609 8,515 Noninterest bearing convertible note 25,000 - Property and equipment 2,222 - ---------- ---------- $1,387,803 1,318,166 ========== ========== Liabilities and Stockholders Equity ------------------------------------ Accrued expenses $ 10,780 3,909 Payroll tax payable 5,391 2,319 Deferred fees 3,352 10,887 Note payable 269,877 184,921 ------------ ---------- 289,400 202,036 Excess of net assets acquired over cost, net of accumulated accretion of $80,891 in 1997 and $57,780 in 1996 34,668 57,779 ------------ ---------- Total liabilities 324,068 259,815 Stockholders equity: Common stock, no par value. Authorized 500,000 shares; 1,618 shares issued and outstanding 982,825 982,825 Retained earnings 80,910 75,526 ---------- ---------- Total stockholders equity 1,063,735 1,058,351 ---------- ---------- $1,387,803 1,318,166 ========== ========== See accompanying notes to financial statements. 8 THE IDAHO COMPANY Statements of Income Years ended December 31, -------------------------------------- 1997 1996 1995 -------- ------- ------ Revenues: Interest income $ 148,415 156,048 122,582 Loan fees 19,831 16,636 25,378 Consulting fees 1,341 983 4,088 Other income 8,506 4,144 2,075 -------- -------- -------- 178,093 177,811 154,123 Expenses: Operating expense 108,357 85,916 81,358 Payroll 86,609 72,378 64,807 Depreciation 855 - - -------- ------- ------- 195,821 158,294 146,165 Other - accretion of excess of net assets acquired over cost 23,112 23,112 23,112 -------- ------- ------- Net income $ 5,384 42,629 31,070 ======== ======= ======= Net income per share $ 3.33 26.35 19.20 ======== ======= ======= Average number of shares outstanding 1,618 1,618 1,618 ======== ======= ======= See accompanying notes to financial statements. 9 THE IDAHO COMPANY Statements of Stockholders' Equity Total stock- Common stock Retained holders Shares Amount earnings equity ------ ------ -------- --------- Balances at December 31, 1994 1,618 $ 983,125 1,827 984,952 Reverse stock split fractional share payments - (23,238) - (23,238) Common stock issuance - 22,938 - 22,938 Net income - - 31,070 31,070 ------ ---------- -------- ---------- Balances at December 31, 1995 1,618 982,825 32,897 1,015,722 Net income - - 42,629 42,629 ------ ---------- -------- ---------- Balances at December 31, 1996 1,618 982,825 75,526 1,058,351 Net income - - 5,384 5,384 ------ ---------- -------- ---------- Balances at December 31, 1997 1,618 $ 982,825 80,910 1,063,735 ====== ========== ======== ========== See accompanying notes to financial statements. 10 THE IDAHO COMPANY Statements of Cash Flows Years ended December 31, ------------------------------------- 1997 1996 1995 ------- ------- ------ Increase (Decrease) in Cash and Cash Equivalents Cash flows from operating activities: Net income $ 5,384 42,629 31,070 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 855 - - Accretion of excess of net assets acquired over cost (23,112) (23,112) (23,112) Provision of loan losses 5,758 12,070 12,998 Changes in operating assets and liabilities: Accounts receivable - - 275 Interest receivable 2,816 (7,322) (6,842) Prepaid expense (2,094) 900 4,585 Accrued expenses 6,871 959 (15,044) Payroll tax payable 3,072 752 498 Deferred fees (7,535) 10,887 - -------- -------- -------- Net cash provided by (used in) operating activities (7,984) 37,763 4,428 -------- -------- -------- Cash flows from investing activities: Maturities of interest bearing deposits - - 36,908 Loans receivable disbursed (1,161,579) (1,344,114) (1,388,928) Loans receivable collected 1,163,811 1,008,324 1,341,084 Purchase of office equipment (3,077) - - Purchases of investment securities available-for-sale (1,865) - - Increase in noninterest bearing convertible note (25,000) - - --------- ---------- --------- Net cash used in investment activities (27,710) (335,790) (10,936) --------- ---------- --------- Cash flows from financing activities: Principal payment on note payable (184,921) (709,054) (9,577) Proceeds from issuance of note payable 269,877 893,975 - Common stock fractional share payments - - (23,238) Proceeds from common stock issuance - - 22,938 -------- --------- -------- Net cash provided by (used in) financing activities 84,956 184,921 (9,877) -------- --------- -------- Net increase (decrease) in cash 49,262 (113,106) (16,385) Cash at beginning of period 15,636 128,742 145,127 -------- --------- -------- Cash at end of period 64,898 15,636 128,742 ======== ========= ======== Supplemental Schedule of Cash Flow Information Interest Paid 5,824 6,252 204 See accompanying notes to financial statements. 11 THE IDAHO COMPANY Notes to Financial Statements December 31, 1997 and 1996 (1) History of Company The Idaho Company (the Company), incorporated under the laws of the state of Idaho on November 28, 1986, is a for-profit corporation. The Company was formed to promote economic growth and to stimulate, develop, and advance the business prosperity of Idaho and its citizens. The Company achieves these objectives by lending to, investing in, arranging financing for, and consulting with new, emerging, and expanding businesses. The Company is not obligated to pay a dividend or dividend in kind unless the payment has been approved by the Director of the Department of Finance of the State of Idaho and is consistent with capital requirements and profitability. The Company is a licensed Business and Industrial Development Company (BIDCO). As such, it is regulated by the State of Idaho Department of Finance and is subject to periodic asset quality examinations. On September 30, 1992, the Company was granted an exemption from registration as an investment company under the Investment Company Act of 1940, conditioned upon satisfying certain requirements, which have been met as of December 31, 1997. (2) Summary of Significant Accounting Policies (a) Securities Available-for-Sale Securities available-for-sale consist of Class A Farmer Mac stock. Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as a net amount in a separate component of stockholders' equity until realized. (b) Loans The Company makes commercial loans to Idaho small businesses to stimulate economic activity through job creation. Loans are reported at the principal amount outstanding, net of an allowance for estimated loan losses. Accrual of interest is discontinued when reasonable doubt exists as to collectibility. All loans greater than 90 days delinquent are subject to nonaccrual of interest. Interest accruals are resumed on such loans only when they are brought fully current with respect to principal and interest and when, in the judgment of management, the loans are fully collectible. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on conditions existing at the balance sheet date using evaluations of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower's ability to pay. 12 (b) Loans (continued) The Company considers a loan to be impaired when the accrual of interest has been discontinued. The amount of the impairment is measured based on the present value of expected future cash flows discounted at the notes effective interest rate. Impairment losses are included in the allowance for loan losses through a provision for loan losses. (c) Property and Equipment Property and equipment consists of a computer carried at cost, less accumulated depreciation of $855. The computer is being depreciated over three years on a straight-line method. (d) Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and deferred tax liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and deferred tax liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (e) Excess of Net Assets Acquired Over Cost The excess of net assets acquired over cost is accreted on a straight-line basis over a five-year life. (f) Income Per Share Income per share is computed by dividing the net income by the weighted-average number of shares outstanding during the period. (g) Use of Estimates The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. (h) Accounting Issues not Adopted In June 1997, the Financial Accounting Standards Board (FASB) issued Statement No. 130, Reporting Comprehensive Income (Statement 130). Statement 130 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Statement 130 requires all items that are required to be recognized 13 (h) Accounting Issues not Adopted (continued) under accounting standards as components of comprehensive income be reported in a financial statement that is displayed in equal prominence with the other financial statements. It does not require a specific format for that financial statement, but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. Enterprises are required to classify items of other comprehensive income by their nature in the financial statement and display the balance of other comprehensive income separately in the equity section of a statement of financial position. It does not require per share amounts of comprehensive income to be disclosed. Statement 130 is applicable to all entities that provide a full set of financial statements consisting of a statement of financial position, results of operations, and cash flows. Statement 130 is effective for both interim and annual periods beginning after December 15, 1997. Earlier application is permitted. Comparative financial statements provided for earlier periods are required to be reclassified to reflect the provisions of Statement 130. In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (Statement 131). Statement 131 establishes standards for the way public business enterprises are to report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to stockholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. Statement 131 supersedes FASB Statement No. 14, Financial Reporting for Segments of a Business Enterprise (Statement 14), but retains the requirement to report information about major customers. It amends FASB Statement No. 94, Consolidation of All Majority-Owned Subsidiaries, to remove the special disclosure requirements for previously unconsolidated subsidiaries. Statement 131 replaces the industry segment concept of Statement 14 with a management approach concept as the basis for identifying reportable segments. The management approach is based on the way that management organizes the segments within the enterprise for making operating decisions and assessing performance. Consequently, the segments are evident from the structure of the enterprise's internal organization. Furthermore, the management approach facilitates consistent descriptions of an enterprise in its annual report and various other published information. It focuses on financial information that an enterprise's decision makers use to make decisions about the enterprise's operating matters. Statement 131 is effective for financial statements for periods beginning after December 15, 1997. Earlier application is encouraged. In the initial year of application, comparative information for earlier years is to be restated, unless it is impracticable to do so. Statement 131 need not be applied to interim financial statements in the initial year of its application, but comparative information for interim periods in the initial year of application shall be reported in financial statements for interim periods in the second year of application. 14 (3) Loans Receivable The Company's loan portfolio is diversified among a variety of industry classifications as follows: December 31, 1997 1996 Retail $ 316,568 172,398 Manufacturing 17,998 80,017 Agriculture 368,433 518,494 Food processing 37,200 60,287 Distribution 5,600 36,000 Construction 425,244 230,588 Transportation 39,638 41,594 Finance 21,272 29,553 Contractors - 31,703 Medical 62,533 93,961 Hospitality 19,010 41,071 Natural resources 3,379 10,151 Trade 26,710 - ---------- ---------- $1,343,585 1,345,817 ========== ========== Loans within the portfolio have maturities ranging from one to five years as of December 31, 1997 and 1996. The largest loan to an individual customer at December 31, 1997 is $371,517. (4) Allowance for Loan Loss Allowance for loan loss activity is summarized as follows: Years ended December 31, --------------------------------------- 1997 1996 1995 ------- ------ ------ Balances, beginning of period $ 75,706 63,636 50,638 Provision for loan losses 5,758 12,070 12,998 Write-offs - - - ---------- ---------- --------- Balances, end of period $ 81,464 75,706 63,636 ========== ========== ========= (5) Note Payable At December 31, 1997, the Company had a revolving credit line with a Bank that provided for unsecured borrowings up to $300,000 which will expire June 20, 1998. The credit line bears interest of 1 1/2 percent over the Wall Street Journal Prime interest rate. 15 (6) Income Taxes No provision has been made in the financial statements for income taxes because of utilization of net operating losses. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets are presented below: December 31, ------------------------- 1997 1996 ------- ------- Deferred tax assets: Allowance for loan losses $ 34,215 31,796 Net operating loss carryforward 171,232 162,060 Total deferred tax assets 205,447 193,856 Less valuation allowance (205,447) (193,856) --------- --------- Net deferred tax asset $ - - ========= ========= The net change in the total valuation allowance for the years ended December 31, 1997 and 1996, was an increase of $11,591 and $38,620, respectively. For income tax return purposes, the Company has available, net operating loss carryforwards of $407,692, which expire between 2002 and 2012. (7) Commitments and Contingencies The Company had funds committed for loans and unfunded lines of credit as of December 31, 1997 of $416,473. Certain facilities are leased under various short-term operating leases. Rental expense was $10,085, $7,875, and $7,875 in 1997, 1996, and 1995, respectively. 16 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. (The remainder of this page intentionally left blank) 17 Item 10. Directors And Executive Officers Of The Registrant It is expected that the number of directors serving on the board will continue to be fewer than the total number permitted. Principal Occupation During Director Term Director the Past Five Years Since Expires Age Grant R. Caldwell Retired certified public 1994 1999 73 accountant and managing partner, KMG Main Hurdman, Salt Lake City, UT. Director, Zions Bancorporation, Salt Lake City, UT Wayne Mittleider Past Executive Director, Idaho 1994 1999 50 Housing Agency, Boise, ID Charles M. Rice Director, Polysi, Inc., 1996 1999 72 Idaho Falls, ID Diane Rigby Vice President, The Idaho 1994 1998 32 Company. Past Manager, Analytical Support & Safekeepikng, Zions First National Bank John P. Rigby Database Administrator, Idaho 1994 1999 40 Power Company, Boise, ID William F. Rigby Chairman and CEO, Bank of 1994 2000 67 Eastern Idaho, Idaho Falls, ID. Chairman of the Board and President, The Idaho Company, Boise, ID Dan G. Simkins President and Chief Operating 1994 1998 57 Officer, Bank of Eastern Idaho, Idaho Falls, ID Fred T. Thompson, Retired partner and manager, 1994 2000 66 Jr. GPOD of Idaho (potato dealer), Shelley, ID 18 Item 11. Executive Compensation. William F. Rigby, Chairman of the Board, President and CEO was paid no annual salary in 1997. Diane Rigby, Vice President and director was paid $45,000 annual salary in 1997. Robert W. Barnes, Vice President, was paid $30,000 annual salary in 1997. All other directors, including those serving in officer capacities, serve without compensation. Item 12. Security Ownership Of Certain Beneficial Owners And Management. The following directors hold all shares issued and outstanding as of December 31, 1997. Shares of Percent of Common Stock Outstanding Name of Beneficial Owner Owned - ----------------------------------------------------------------------------- William F. Rigby 1,078 67% P. O. Box 1487 Idaho Falls, ID 83403 Fred T. Thompson, Jr. 540 33% 2390 Stroke Drive Lake Havasu City, AZ 98607 Aggregate Shares: 1,618 100% Item 13. Certain Relationships And Related Transactions. None. 19 PART IV Item 14. Exhibits, Financial Statement Schedules, And Reports On Form 8-K. (a) The following documents are part of this report and appear on the pages indicated: (1) Financial Statements; Independent Auditors' Report . . . 7 Balance Sheets - December 31, 1997 and 1996 . . . 8 Statements of Operations - Years ended December 31, 1997, 1996 and 1995 . . . 9 Statements of Stockholders' Equity - Years ended December 31, 1997, 1996 and 1995 . . .10 Statements of Cash Flows - Years ended December 31, 1997, 1996 and 1995 . . .11 Notes to Financial Statements . . .12 (2) Financial Statement Schedules: Schedules are omitted because the information is either not required, not applicable, or is included in the accompanying financial statements. (b) Reports on Form 8-K There were no reports on Form 8-K filed during the quarter ended December 31, 1997. 20 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 executed on its behalf by the undersigned, thereunto duly authorized. (Registrant) The Idaho Company ------------------- By (Signature and Title) _____________________________ /s/ Diane Rigby Vice President Date: 03-15-98 Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Act by registrants which have not registered securities pursuant to Section 12 of the Act: None. 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. By (Signature and Title) ________________________________ Date: 03-16-98 /s/ John Rigby, Secretary/Treasurer 03/19/98 By _________________________________ /s/Grant R. Caldwell, Director 03/20/98 By _________________________________ /s/Wayne Mittleider, Director (date) By _________________________________ Charles M. Rice, Director 03/15/98 By _________________________________ /s/Diane Rigby, Vice President & Director 03/16/98 By _________________________________ /s/John Rigby, Secretary/Treasurer; Director 03/18/98 By _________________________________ /s/William F. Rigby, Chairman of the Board, President & Director (date) By _________________________________ Dan G. Simkins, Director 03/19/98 By _________________________________ /s/Fred T. Thompson, Jr., Director 21