U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended June 30, 1999
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from to
Commission file number 04863
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Southern Investors Service Company, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 74-1223691
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2727 North Loop West, Suite 200, Houston, Texas 77008
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(Address of principal executive offices) (Zip Code)
(713) 869-7800
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Issuer's telephone number
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes_____No_____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,168,929 as of August 10, 1999,
Common Stock $1.00 Par Value
Transitional Small Business Disclosure Format (Check One):
Yes ; No X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Consolidated Financial Statements included herein have been prepared by
Southern Investors Service Company, Inc., (the Company), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these Consolidated Financial
Statements be read in conjunction with the Consolidated Financial Statements and
notes thereto included in the Company's latest annual report on Form 10-KSB. In
the opinion of the management of the Company, all adjustments necessary to
present a fair statement of the results for the interim periods have been made.
2
SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(Thousands of Dollars)
(Unaudited)
ASSETS
- ------
RESORT DEVELOPMENT, NET $2,222
EQUITY IN REAL ESTATE JOINT VENTURES, NET 362
CASH 145
ACCOUNTS RECEIVABLE 206
OTHER ASSETS 15
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$2,950
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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LIABILITIES:
Notes payable $5,331
Accounts payable and accrued expenses 2,518
Other liabilities 148
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Total liabilities 7,997
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Preferred stock, $1 par, 1,000,000
shares authorized, none issued --
Common stock, $1 par, 10,000,000 shares authorized,
3,281,331 shares issued 3,281
Additional paid-in capital 3,031
Retained deficit (11,233)
Less treasury stock, 112,402 shares, at cost (126)
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Total stockholders' deficit (5,047)
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$ 2,950
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The accompanying notes are an integral part of this statement.
3
SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Thousands of Dollars)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
RESORT REVENUES $ 559 $ 529 $ 1,245 $ 1,277
REAL ESTATE REVENUES 7 98 34 423
---------- ---------- ---------- ----------
566 627 1,279 1,700
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RESORT OPERATING EXPENSES 675 585 1,362 1,237
OTHER OPERATING EXPENSES 24 253 47 457
---------- ---------- ---------- ----------
699 838 1,409 1,694
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INCOME (LOSS) FROM OPERATIONS (133) (211) (130) 6
INTEREST EXPENSE (93) (93) (187) (184)
---------- ---------- ---------- ----------
LOSS BEFORE EXTRAORDINARY
GAIN (226) (304) (317) (178)
EXTRAORDINARY GAIN ON DEBT
SETTLEMENT (Net of tax provision
and operating loss carryforward realization
of $39 in 1999) 116 --- 116 ---
---------- ---------- ---------- ----------
NET LOSS ($ 110) ($ 304) ($ 201) ($ 178)
========== ========== ========== ==========
BASIC AND DILUTED (LOSS)
PER COMMON SHARE
Loss before extraordinary gain ($ .07) ($ .10) ($ .10) ($ .06)
========== ========== ========== ==========
Extraordinary gain on debt settlement $ .04 $ --- $ .04 $ ---
========== ========== ========== ===========
Net loss ($ .03) ($ .10 ) ($ .06) ($ .06)
========== ========== ========== ===========
AVERAGE NUMBER OF
SHARES OUTSTANDING 3,168,929 3,168,929 3,168,929 3,168,929
========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
4
SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)
Six Months
Ended June 30,
-------------------
1999 1998
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Cash flows from operating activities:
Net loss ($ 201) ($ 178)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Extraordinary gain on debt settlements (116) ---
Equity in undistributed (income) loss of real
estate joint ventures (2) 10
Distribution from real estate joint ventures 149 190
Gain from sale of assets --- (94)
Depreciation and amortization 95 95
Change in assets and liabilities:
Investments in resort development (124) (125)
Decrease in accounts receivable and other assets 135 22
Increase in accounts payable, accrued
expenses and other 188 107
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Net cash provided by operating activities 124 27
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Cash flows from investing activities:
Proceeds from sale of investments --- 94
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Cash flows from financing activities:
Payments on notes payable, net (20) (70)
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Net increase in cash 104 51
Beginning cash 41 154
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Ending cash $ 145 $ 205
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The accompanying notes are an integral part of these statements.
5
SOUTHERN INVESTORS SERVICE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) CURRENT BUSINESS CONDITIONS
Net (loss) of Southern Investors Service Company, Inc. and subsidiaries (the
Company) was ($201,000) for the six months ended June 30, 1999, as compared to
net (loss) of ($178,000) for the six months ended June 30, 1998. During the
second quarter of 1999, the Company settled a note payable with an outstanding
balance of $175,000 for a cash payment of $59,000 and recorded an extraordinary
gain of $116,000. No extraordinary gain was recorded during 1998.
The Company has sustained losses from operations for each of the past several
years, and management anticipates that the Company will incur an operating loss
for the remainder of 1999. Cash flow from operations has not been and will not
be sufficient to meet liquidity needs. Such losses have depleted the Company's
stockholders' equity. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
Debt totaling $4,764,000 has matured and is currently due. The ability of the
Company to continue as a going concern is dependent upon its ability to settle
or restructure its remaining debt and other obligations and generate positive
cash flow to cover operating expenses and other cash requirements. Management
is currently reviewing possible options to increase cash flow and settle the
Company's existing liabilities with its limited resources. These options
include, but are not limited to, continued efforts to reduce operating expenses
(including interest), attempts to increase revenues of the Company's resort
development, continued negotiations with various creditors to settle their
accounts for cash payments at substantially less than the amount due, the
settlement of liabilities through the transfer of assets to creditors in
satisfaction of their claims, and a possible plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code or liquidation of the Company. There can
be no assurance that actual events will occur in accordance with any of the
options management is currently reviewing. The consolidated financial statements
do not include any adjustments relating to the recoverability of asset carrying
amounts or the amount of liabilities, which adjustments might be necessary if
the Company is unable to continue as a going concern.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the significant accounting policies included in the
notes to the Company's latest annual report on Form 10-KSB. These consolidated
financial statements should be read in conjunction with those notes.
6
Item 2. Management's Discussion and Analysis or Plan of Operation.
Results of Operations
The net (loss) for the first six months of 1999 was ($201,000) or ($.06) per
share compared to a net (loss) of ($178,000) or ($.06) per share during the
first six months of 1998. During the second quarter of 1999, the Company settled
a note payable with an outstanding balance of $175,000 for a cash payment of
$59,000 and recorded an extraordinary gain of $116,000.
Rental and other revenues from the operation of the Company's resort in west
Texas totaled $1,245,000 and $1,277,000 for the six months ended June 30, 1999
and 1998, respectively. Rental revenue and occupancy statistics for the
Company's resort operations for each of these periods are summarized as follows:
Six months ended June 30,
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1999 1998
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Hotel rooms:
% Occupancy 42% 45%
Average rate $ 67.63 $ 60.07
Total revenue $ 482,000 $ 448,000
Condominiums:
% Occupancy 29% 29%
Average rate $ 67.81 $ 58.71
Total revenue $ 96,000 $ 84,000
Total rental revenue $ 578,000 $ 532,000
Restaurant, bar and
golf course revenue 403,000 402,000
Other revenues 264,000 343,000
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Total revenues $1,245,000 $1,277,000
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The decrease in other revenues is due primarily to the sale of several
condominiums during 1998. The increase in resort operating expenses during 1999
is due to increased payroll and related expenses of $42,000, advertising of
$19,000 and maintenance and repairs of $45,000.
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Real estate revenues were $34,000 for the first six months of 1999 compared
to $423,000 last year. During 1998 and prior years, the Company's operations
included the management of residential developments and two office buildings
owned by others. During 1998, several of these residential projects were sold
by the owners and therefore the Company no longer is managing these projects.
Effective January 1, 1999, the Company ceased all management activity and all
employees related to this activity were terminated. Other operating expenses
decreased $410,000 during the first six months of 1998 primarily as a result of
the termination of these employees. Currently the Company's only remaining
operations are its resort development in west Texas. In addition, during the
first quarter of 1998, the Company sold its 12.5% interest in Heritage Park
Venture II for a gain of $94,000.
LIQUIDITY AND CAPITAL RESOURCES
On an annual basis, cash flow from operations has been negative for the
past several years, and management anticipates that cash flow from operations
will not be sufficient to meet the Company's liquidity needs during 1999. The
financial condition of the Company indicates that, unless operating results and
cash flow improve, the Company will be required to borrow funds or to continue
to sell assets. It is unlikely that the Company will be able to arrange to
borrow sufficient funds from other sources and there is no assurance that the
Company could sell sufficient assets to meet its cash needs.
Debt totaling $4,764,000 has matured and is currently due. The ability of
the Company to continue as a going concern is dependent upon its ability to
settle or restructure its remaining debt and other obligations and generate
positive cash flow to cover operating expenses and other cash requirements.
Management is currently reviewing possible options to increase cash flow and
settle the Company's existing liabilities with its limited resources. These
options include, but are not limited to, continued efforts to reduce operating
expenses (including interest), attempts to increase revenues of the Company's
resort development, continued negotiations with various creditors to settle
their accounts for cash payments at substantially less than the amount due, the
settlement of liabilities through the transfer of assets to creditors in
satisfaction of their claims, and a possible plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code or liquidation of the Company. While
management believes that the assumptions relative to the options currently being
considered are reasonable, there is no assurance that actual events will occur
in accordance with such assumptions. Accordingly, management's assumptions may
need to be revised as actual events occur which differ from such assumptions.
The consolidated financial statements do not include any adjustments relating to
the recoverability of asset carrying amounts or the amount of liabilities, which
adjustments might be necessary if the Company is unable to continue as a going
concern.
The undeveloped land located at the Company's resort development in west
Texas is pledged to secure debt. Management believes that in a stable market the
values of the properties would exceed the balances of the loans that they
secure. If the Company were to sell or dispose of its real estate assets as a
result of the maturity or acceleration of the underlying debt or for reasons
other than those arising in the normal course of business, it is anticipated
that sales prices would be significantly less than the current carrying amount
of the assets and that such sales or dispositions would not generate sufficient
funds to retire the related debt.
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THE YEAR 2000 ISSUE
The year 2000 problem is the result of computer programs being written
using two digits (rather than four) to define the applicable year. Any of the
Company's programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. The Company has conducted a
review of its computer systems to identify the systems that could be affected by
"the year 2000" issue.
The Company's major systems have all been developed by third party software
providers. The Company has contacted its major computer service providers and
has received assurances that those services will function properly on January 1,
2000. Since the Company does not process a large volume of transactions in its
accounting system and does not rely on other automated systems that could not be
processed manually, the Company does not foresee a material financial risk
associated with the year 2000 issue. The Company will continue to coordinate
with its third party providers to assess the year 2000 issue and develop plans
for compliance.
The Company does not have a written contingency plan to address the issues
that could arise should the Company or any of its suppliers not be prepared to
accommodate year 2000 issues timely. The Company believes that in an emergency
it could revert to the use of manual systems that do not rely on computers and
could perform the minimum functions required and provide information reporting
to maintain satisfactory control of the business. The Company intends to
maintain constant surveillance on this situation and will develop such
contingency plans as are required by the changing environment.
FORWARD LOOKING STATEMENT
This report contains "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this section and elsewhere in this
report are forward looking statements and, although the Company believes that
the expectations reflected in such forward looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
The Company's business and financial results are subject to various risks and
uncertainties, including the Company's ability to settle or restructure its
remaining debt and other obligations and to generate positive cash flow to cover
its operating expenses, that may cause actual results to differ materially from
the Company's expectations. The Company does not intend to provide updated
information other than as otherwise required by applicable law. All subsequent
written and oral forward looking statements attributable to the Company or
persons acting on its behalf are expressly qualified in their entirety by the
cautionary statements contained in this paragraph and elsewhere in this report.
9
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None
ITEM 2. Changes in Securities
None
ITEM 3. Default upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on May 18, 1999, at which
time the stockholders elected the Company's directors and ratified the
appointment of Arthur Andersen LLP independent public accountants for the
Company for the year ending December 31, 1999. The results were as follows:
Against/ Broker
For Withheld Abstain Non-Votes
--------- -------- ------- ---------
Directors:
Walter M. Mischer, Sr. 2,523,844 900 - -
Walter M. Mischer, Jr. 2,523,834 910 - -
John D. Weil 2,523,844 900 - -
Accountants 2,524,724 - 20 -
ITEM 5. Other Information
None
ITEM 6. Exhibits and Reports on Form 8-K
(27) Financial Data Schedule
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SOUTHERN INVESTORS SERVICE COMPANY, INC.
/s/ Walter M. Mischer, Jr.
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WALTER M. MISCHER, JR.
President - Principal Executive Officer
/s/ Eric Schumann
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ERIC SCHUMANN
Senior Vice President - Finance
Principal Financial and Accounting Officer
DATE: May 13, 1999
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