10-K/A 1 d10ka.htm FORM 10-K/A Form 10-K/A
Index to Financial Statements

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K\A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-8488

For the fiscal year ended December 31, 2007

TWENTY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

ALABAMA   63-0372577

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

20 Cropwell Drive - Suite 100

Pell City, Alabama

  35128
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (205) 884-7932

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class:

   COMMON STOCK
   7% Cumulative Preferred Stock *

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 twelve (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 ninety (90) days.

YES   x        NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨

   Accelerated filer  ¨

Non-accelerated filer  x

   Smaller reporting company  ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act:

YES  ¨        NO  x

As of December 31, 2007, the Registrant had issued and outstanding 1,283,068 shares of common stock, par value of $0.10 per share, and as of December 31, 2007, the aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant, based upon the book value of such shares as of such date, was approximately $3,135,000.

Documents incorporated by reference: NONE

 

* Includes 7% Cumulative Series A-1980 Preferred Stock, 7% Cumulative Series A-1981 Preferred Stock, 7% Cumulative Series A-1982 Preferred Stock, and 7% Cumulative Series A-1985 Preferred Stock.

 

 

 


Index to Financial Statements

EXPLANATORY NOTE

We are amending our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed with the Securities and Exchange Commission on March 31, 2008 to comply with the recently adopted accounting pronouncements to include disclosure requirements as required by paragraphs 32 through 35 of SFAS 157, Fair Value Measurements and Management’s Assessment and Report of Internal Control Over Financial Reporting. This information was inadvertently omitted from the Form 10-K for the fiscal year ended December 31, 2007.


Index to Financial Statements
1. BUSINESS.

(a) General Development of Business. Since its inception in 1955, Twenty Services, Inc. (hereinafter sometimes referred to as the “Registrant” or “Company”), has been engaged principally in the general finance business, including the purchase and sale of real estate. In October 1980, the stockholders of the Registrant authorized the Board of Directors to redeploy the Registrant’s assets and reinvest the proceeds derived from such redeployment in a business other than the general finance business. During 1982 and 1983, the Company and an affiliate of Twenty Services Holding, Inc. (“Holding”), the owner of approximately 56% of the Registrant’s outstanding common stock, acquired an interest in the common stock of The Statesman Group, Inc., an insurance holding company based in Des Moines, Iowa (“Statesman”). The investment in Statesman was sold in 1994. The Registrant invested the proceeds in equities and fixed income securities that offer attractive returns commensurate with the risk assumed. In 1995, the Company acquired an interest in the common stock of American Equity Investment Life Holding Company, an insurance holding company based in Des Moines, Iowa (“American Equity”). As of the date of this Annual Report on Form 10-K the Registrant owns 237,000 shares of common stock of American Equity Investment Life Holding Company.

Depending upon the financial condition of the Registrant, the opportunities available to the Registrant and other matters, the Registrant may acquire majority interests in, and thereafter direct the operations of, other corporations or business entities engaged in one or more active businesses. The Registrant will continue to engage in certain aspects of the general finance business, including extending credit to certain persons and collecting its loan receivables. As of the date of this annual report on Form 10-K, the Registrant does not believe that the composition of its investments and the nature of its business activities render it subject to the Investment Act of 1940, and the Board of Directors of the Registrant intend that any future acquisitions by and/or business activities of the Registrant will be structured in a manner so that the Registrant will not become subject to the Investment Company Act of 1940.

 

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Index to Financial Statements

(b) Financial Information Regarding Industry Segments.

The Registrant is not required to supply information respecting industry segments. However, for certain information respecting the general finance and other business activities of the Registrant, see the Financial Statements of Twenty Services, Inc., including the notes thereto, which are included elsewhere herein.

(c) Narrative Description of Business.

General Finance Business. As stated above, the Registrant historically has engaged in the general finance business which has consisted of (i) extending credit to finance various real estate projects, including the purchase of single-family dwellings and commercial real estate, and to finance home improvements (the “Real Estate Loans”), and (ii) extending credit for business and miscellaneous purposes (the “Business and Miscellaneous Loans”).

Loan Portfolio. The following tabulation sets forth the outstanding balances of the Registrant’s loan portfolio as of December 31 of each year indicated below (including, if appropriate, unearned interest), classified according to the types of loans comprising the Registrant’s loan portfolio:

 

Type of Loans

   2007    2006    2005    2004

Real Estate

   $ —      $ —      $ —      $ —  

Business and Miscellaneous

   $ 30,034    $ 28,212      11,628      60,595
                           

Total:

   $ 30,034    $ 28,212    $ 11,628    $ 60,595
                           

Of the Registrant’s aggregate loan portfolio as of December 31, 2007 100% was secured.

Interest Income. The following tabulation sets forth certain information respecting the Registrant’s net interest income for each of the years indicated:

 

     2007    2006    2005

Interest Income

   $ 90,811    $ 99,333    $ 69,832

Net Interest Income

   $ 90,811    $ 99,333    $ 69,832

 

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Index to Financial Statements

The Registrant utilizes the interest (actuarial) method in recognizing income attributable to interest charges. Accrual of interest income on finance receivables is suspended when a loan is contractually delinquent for 90 days or more and resumed when the loan becomes contractually current.

Other Business Activities. As described above, the Registrant’s stockholders have authorized the Registrant to redeploy the Registrant’s assets by conversion of such assets into cash and the reinvestment of the proceeds thereof in other business entities. The Registrant intends to invest in equities and fixed income securities that offer attractive returns commensurate with the risk assumed. In December 1996, the Company acquired a 19.75% interest in a newly formed insurance holding company, American Equity Investment Life Holding Company. The Chairman of the Des Moines, Iowa based company is also the Chairman of the Board of the Registrant. American Equity acquired a block of individual and group insurance policies in 1995 and 1996. In 1996, 1997, 1998 and 1999 American Equity obtained additional equity financing from other investors which reduced the Company’s interest therein to 1.64%.

Competition. With respect to the general finance business, the Registrant is in direct competition with banks and other finance companies located within and without the State of Alabama. Many of these firms are substantially larger than the Registrant, have more capital available for lending activities, pursue more actively new loan activity and enjoy a distinct competitive advantage over the Registrant.

In 2003 American Equity made an initial public offering which decreased the Company’s interest therein to less than one percent. However, the offering had the effect of increasing the value of the Company’s investment by approximately $750,000.

Employees. During 2007and 2006 the Registrant employed two (2) persons to fill two (2) positions; one (l) of such positions was an executive position, and one (l) of such positions was a clerical/administrative position.

At February 2008, the Registrant employed two (2) persons to fill two (2) positions; one (l) of such positions was an executive position and one (l) of such positions was a clerical/administrative position.

The Registrant considers its relationship with its employees to be good.

 

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Index to Financial Statements

Certain Government Regulations. The Registrant is subject to federal and state regulations relating to consumer credit financing and is subject to periodic examinations by officials of the State of Alabama charged with the responsibility of enforcing such regulations. The last examination of the Registrant by officials of the State of Alabama occurred on August 16, 2007. As a result of such examination, the Registrant was found to be in compliance with the regulations described above, and the Board of Directors of the Registrant believes that the Registrant presently is in compliance with such regulations. No material monetary claim has been made by any borrower against the Registrant respecting failure to comply with such regulations.

The Registrant is not subject in any material way to regulations relating to the discharge of materials into the environment.

 

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Index to Financial Statements

Other Matters. The Registrant’s business is not seasonal.

No material portion of the contracts or subcontracts of the Registrant is subject to renegotiation by the United States Government.

The business of the Registrant is not dependent upon any raw materials, and as of the date of this annual report on Form 10-K, the Registrant does not own any material patent, trademark, license, franchise or concession. During the last two (2) years, the Registrant has not spent any money on research and development activities.

Due to the nature of its business, the Registrant does not have backlogs of orders believed to be firm. In addition, except as described in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Registrant does not follow any specified practice with respect to working capital.

The Registrant is not dependent upon a single customer or related customers or a very few customers, the loss of any one (l) or more of which would have a materially adverse effect upon its business.

Financial Information Regarding Foreign and Domestic Operations and Export Sales.

All of the Registrant’s business activities have been conducted within the southeastern portion of the United States.

 

2. PROPERTIES.

The Registrant maintains its principal executive office in an office facility located in Pell City, Alabama for which it pays aggregate annual rentals of $7,200. The Registrant believes its office facilities are adequate for its present needs.

The Registrant maintains its accounting records on a personal computer which is in compliance with the Y2K.

 

3. LEGAL PROCEEDINGS.

As of the date of this annual report on Form 10-K, the Registrant is not a party of any legal proceedings.

 

4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the period ended December 31, 2007 no matter was submitted to a vote of the security holders of the Registrant.

 

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Index to Financial Statements

PART II

 

5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.

(a) Market Information. No broker or dealer makes an active market in the shares of Common Stock or the Series A-Preferred Stock of the Registrant. Thus, there is no established trading market for the Common Stock or the Series A-Preferred Stock of the Registrant.

(b) Holder of Records. As of December 31, 2007 there were 1,635 holders of record of the outstanding Common Stock of the Registrant, and 983 holders of record of the outstanding Series A-Preferred Stock of the Registrant.

(c) Dividends. During the past two (2) years, no dividends have been paid respecting the shares of Common Stock of the Registrant. Under Alabama law, cash dividends may be paid only out of earned surplus (or retained earnings) of the Registrant.

As of December 31, 2007, the Registrant has issued and outstanding 505,110 shares of Series A-Preferred Stock, consisting of four (4) series of such Preferred Stock issued in 1980, 1981, 1982 and 1985. The holders of the Series A-Preferred Stock are entitled to cumulative dividends at the rate of $.07 per share per annum before any dividend may be declared or paid respecting the shares of Common Stock of the Registrant. During 2007 and 2006, the Registrant paid a dividend of $.07 per share respecting the outstanding Series A-Preferred Stock.

The Registrant intends, to the extent that future earnings and its capital surplus permit, to pay dividends respecting the shares of Series A-Preferred Stock. The Registrant believes it is unlikely that dividends will be paid in the future respecting the shares of Common Stock of the Company, although such payment will depend upon the future earnings and business prospects of the Registrant.

 

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Index to Financial Statements

SELECTED FINANCIAL DATA

The following tabulation sets forth certain financial information respecting the Registrant.

 

     2007     2006     2005     2004     2003  

Revenues

   $ 138,285     $ 146,328     $ 144,610     $ 142,812     $ 156,883  
                                        

Net Income (Loss)

   $ 9,435     $ (246 )   $ (11,913 )   $ 5,921     $ (72,643 )
                                        

Earnings (Loss) per Common Share:

          

Net Income (Loss)

   $ (.01 )   $ (.05 )   $ (.05 )   $ (.02 )   $ (.15 )
                                        

Total Assets

   $ 3,853,546     $ 5,086,593     $ 5,145,847     $ 4,684,581     $ 4,581,539  
                                        

Dividends Declared:

          

Common Stock

   $ 0     $ 0     $ 0     $ 0     $ 0  
                                        

Preferred Stock

   $ 35,357 1   $ 35,357 2   $ 35,357 3   $ 35,357 4   $ 35,357 5
                                        

Total

   $ 35,357     $ 35,357     $ 35,357     $ 35,357     $ 35,357  
                                        

Book Value Per Common Share Outstanding

   $ 2.61     $ 3.14     $ 3.14     $ 2.90     $ 2.51  
                                        

 

1 Reflects dividend respecting Preferred Stock declared on February 28, 2008.

 

2 Reflects dividend respecting Preferred Stock declared on February 28, 2007.

 

3 Reflects dividend respecting Preferred Stock declared on February 28, 2006.

 

4 Reflects dividend respecting Preferred Stock declared on February 27, 2005.

 

5 Reflects dividend respecting Preferred Stock declared on February 28, 2004

 

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Index to Financial Statements

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources. During 2007 the Registrant’s liquidity remained virtually unchanged. The Company has no notes payable nor long term debt and does not anticipate the need for borrowing in the near future. The Registrant has sufficient cash and temporary cash investments to meet its short term liquidity needs. Should long term liquidity needs exceed cash and temporary cash investments, then the Registrant would dispose of marketable securities as it deems appropriate. Current trends and known demands and commitments do not create a need for liquidity in excess of the Company’s current abilities to generate liquidity.

The Company anticipates that its operating activities and investing activities will continue to generate positive net cash flows and that its financing activities will continue to use cash flows.

Results of Operations. The Registrant reported a net income of $9,435 in 2007 as compared to a net loss of $ 246 in 2006. The change was due primarily to income tax benefit in 2007. General and administrative expenses decreased from $148,081 in 2006 to $143,691 in 2007.

Impact of Inflation. Inflation has an impact upon the Registrant’s financial position. Inflationary pressures generally increase the cost of borrowed funds to the Registrant, rendering it less economic for the Registrant to borrow money for re-lending purposes.

 

8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Registrant are set forth at page F-3 through F-20 hereof and are incorporated herein by reference.

 

9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There has been no disagreement between the Registrant and its independent certified public accountants respecting any matter of disclosure, during the past twenty-four (24) months.

 

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on their evaluation of these disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act.

Management’s Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in the Exchange Act Rule of 13a-15(f). The Company’s internal control system is designed to provide reasonable assurance to the Company’ management and the board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedure may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 based upon criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2007 based on those criteria.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2007 that have materially affected, or are reasonable likely to materially affect, the Company’ internal control over financial reporting.

 

10. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, SFAS No. 157 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level I that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Twenty’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement. As discussed above, SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 is effective for the Company’s financial assets and liabilities on January 1, 2008. In February 2008, the FASB reached a conclusion to defer the implementation of the SFAS No. 157 provisions relating to non-financial assets and liabilities until January 1, 2009. The FASB also reached a conclusion to amend SFAS No. 157 to exclude SFAS No. 13 Accounting for Leases and its related interpretive accounting pronouncements. SFAS No. 157 is not expected to materially affect how the Company determines fair value. We have adopted SFAS No. 157 effective January 1, 2008 for financial assets and financial liabilities and do not expect this adoption to have a material effect on our consolidated results of operations or financial position but will enhance the level of disclosure for assets and liabilities recorded at fair value.

 

11. FINANCIAL DISCLOSURE AND INTERNAL CONTROLS

Twenty Services, Inc. maintains internal controls over financial reporting, which generally include those controls relating to the preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. As a small public company Twenty Services, Inc. is subject to the internal control reporting and attestation requirements under Section 13(a)-15 and 15(d)-15 of The Securities Exchange Act of 1934.

Twenty Services, Inc. has established processes to ensure appropriate disclosure controls and procedures are maintained. These controls and procedures as defined by the SEC are generally designed to ensure that financial information required to be disclosed in reports filed with the SEC is reported within the time periods specified in the SEC’s rules and regulations, and that such information is communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) as appropriate, to allow timely decisions regarding required disclosure.

Twenty Services, Inc.’s senior management is involved in the day-to-day operations of the Company. Management’s interaction and monitoring activities evaluate recent internal and external events to determine whether all appropriate disclosures have been made in reports filed with the SEC. The Forms 10-K and 10-Q are presented to the Board of Directors for approval. Financial results and other financial information are also reviewed with the Audit Committee annually.

As required by applicable regulatory pronouncements, the CEO and CFO review and make various certifications regarding the accuracy of Twenty Services’ periodic public reports filed with the SEC, as well as the effectiveness of disclosure controls and procedures and internal controls over financial reporting.

Twenty Services, Inc.’s stock is not listed or traded and, therefore, not required to comply with corporate governance listing standards.

 

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Index to Financial Statements

Part III

 

12. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

(a)-(e) - Identification of Directors and Executive Officers and Other Matters. The following tabulation sets forth certain information respecting the persons who are serving as the directors and executive officers of the Registrant as of February 14, 2008.

 

Names and Positions with the Registrant

   Age   

Material Occupations And Positions During The last five (5) years

David J. Noble

Chairman of the Board

   75    Chairman of the Board of Directors, Twenty Services, Inc. Pell City, Alabama (finance business), since 1980 and 1979. Chairman of the Board of Directors, Treasurer and Director, Twenty Services Holding, Inc. Pell City, Alabama (holding company) since 1979; Chairman of the Board of Directors and President of American Equity Investment Life Holding Company Des Moines, Iowa since 1995.

Dr. A. J. Strickland, III

Vice-Chairman of

   66    Director and Vice-Chairman of the Board of Directors of Twenty Services, Inc., Pell City, Alabama (general finance business), since 1977; Director, Twenty Services Holding, Inc., Pell City, Alabama (holding company), since 1979; Professor of Strategic Management -School of Commerce,University of Alabama,Tuscaloosa, Alabama since 1980; - continued -
Dr. A.J. Strickland, III    66    Director, American Equity Investment Life Holding Company, Des Moines, Iowa, since 1995.
Jack C. Bridges    80    Executive Vice-President, Twenty Services, Inc. Pell City, Alabama since April 1997.

 

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Index to Financial Statements

There is no family relationship between any of the persons named above. Directors of the Registrant are elected at each annual meeting of the stockholders of the Registrant and serve until their successors have been elected and qualified. Executive officers of the Registrant are elected at a meeting of the Board of Directors immediately following each annual meeting of the stockholders of the Registrant. Mr. Noble was elected director of the Registrant in November 1979 pursuant to a resolution adopted by the Board of Directors of the Registrant stating that if Twenty Services Holding, Inc. acquired approximately 20% of the outstanding Common Stock of the Registrant, the Registrant would make available to nominees of Twenty Services, Inc. Holding, Inc. two (2) places on the Registrant’s Board of Directors.

(F) Involvement in Certain Legal Proceedings.

During the past ten (10) years, no officer or director of the Registrant has been involved in any event of the type described in Item 3(f) of the Regulations S-K of the Securities Exchange Act of 1934.

 

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Index to Financial Statements
13. EXECUTIVE COMPENSATION

Current Remuneration. During 2007 no officer or director of the Registrant received aggregate direct remuneration from the Registrant in excess of $60,000. The following tabulation sets forth certain information concerning all remuneration paid by the Registrant to all officers and directors of the Registrant during the year ended December 31, 2007.

 

Name of Individuals or Number

of Persons In Group

   Capacities
which served
   Salaries and
Directors’ Fees

All directors and officers as a group (three (3) persons)

   Directors and Officers    $ 37,200

REMUNERATION IN THE FUTURE. As of December 31, 2007 no officer or director of the Registrant has any contract or other arrangement with the Registrant relating to any future remuneration, except that as long as such officers and directors continue to serve in such capacity, they will receive from the Registrant the customary fees and salaries at a rate to be agreed upon by the Registrant and such persons.

Directors’ Remuneration. All directors of the Registrant receive $300 per month.

Options, Warrants, or Rights. The Registrant does not maintain any plan pursuant to which persons are entitled to acquire any equity securities of the Registrant.

Termination of Employment. Except as otherwise described in Item 11 of this annual report on Form 10-K, there are no plans or arrangements relating to payments to be made to any officer, or director of the Registrant, which resulted or will result from any person’s resignation, retirement, or termination or employment with the Registrant.

 

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Index to Financial Statements
14. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners.

As of the date of this annual report on Form 10-K, the only person who owns of record and directly more than 5% of the Registrant’s outstanding voting securities is Twenty Services Holding, Inc., a Delaware corporation, whose principal business address is 20 Cropwell Drive, Suite 100, Pell City, Alabama. As of such date, Twenty Services Holding, Inc. and an affiliate of Holding own 725,267 shares of Common Stock of the Registrant and approximately 57% of the combined outstanding shares of Common Stock and Series A Preferred Stock of the Registrant. Except as otherwise required by Alabama law and except for certain rights accorded by the Registrant’s Certificate of Incorporation in the event that dividends respecting the Series A-Preferred stock are not paid, the holders of the Series A-Preferred Stock are not entitled to vote respecting matters coming before any meeting of the stockholders of the Registrant.

By virtue of his ownership of Common Stock of Twenty Services Holding, Inc., Mr. David J. Noble, the Chairman of the Board or Directors of the Registrant, indirectly and beneficially, owns approximately 52% of the outstanding Common Stock of the Registrant.

(b) Security Ownership of Management. The following tabulation sets forth certain information regarding the shares of equity securities of the Registrant.

 

Title of Class

  

Name of

Beneficial Owner

   Approximate Amount
and Nature of
Beneficial Owner
    Percent
of
Class
 

Common Stock

   David J. Noble    668,183 Indirect (1)   52.29 %

Common Stock

   A.J. Strickland, III    49,638 Indirect (1)   3.88 %

Common Stock

   All directors and executive officers as a group (3) persons    717,821 Indirect (1)   56.18 %

 

(l) Reflects each person’s interest in the shares of common stock of the Registrant owned by Twenty Services Holding, Inc. based upon such person’s ownership of the outstanding shares of common stock of Twenty Services Holding, Inc. as of February 27, 2008, excluding 6,000 shares of common stock of Twenty Services Holding, Inc. held by the Registrant. Twenty Services Holding, Inc. owns 725,267 shares or approximately 57% of the outstanding shares of common stock.

 

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Index to Financial Statements

As of February 27, 2008, all officers and directors of the Registrant as a group beneficially owned, based upon their ownership of the outstanding common stock of Twenty Services Holding, Inc. (“Holding”), and excluding adjustment for the shares of common stock of Holding, held by the Registrant, 717,821 shares of common stock of the Registrant, or approximately 56% of the outstanding common stock of the Registrant as of such date.

(c) Changes in Control. There are no arrangements known to the Registrant which subsequently could result in a change of control of the Registrant.

 

15. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

There were no transactions during 2007 nor are there any currently proposed transactions between any pension, retirement, savings or similar plan of the Registrant and its affiliates, on the other hand, and the Registrant and its affiliates, any officer, director or principal stockholder of the Registrant, or any person who has been nominated as a director of the Registrant, on the other hand.

 

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Index to Financial Statements

PART IV

 

16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) (l) - (a) (2) - Financial Statements and Financial Statement Schedules. The financial statements and the financial statement schedules required to be filed as part of this report are listed in the accompanying Index to Financial Statements and Financial Statement Schedules, and are set forth at the pages shown in such Index.

(a) (d) - Exhibits. The Certificate of Incorporation of the Registrant, as amended, the By Laws of the Registrant, as amended, and Resolutions of the Board of Directors of the Registrant creating the 7% Cumulative Series A-1980 Preference Stock, the 7% Cumulative Series A-1981 Preference Stock, the 7% Cumulative Series A-1982 Preference Stock, the 7% Cumulative Series A-1985 Preference Stock, which were filed as exhibits to the Registrant’s Annual Report on Form 10-K for the years ended December 31, 1980, December 31, 1981, December 31, 1982 and 1985, and the Registrant’s report on Form 8-K dated as of April 10 1984, are incorporated by reference.

(b) Reports on Form 8-K. No report on Form 8-K was filed during the year.

 

15


Index to Financial Statements

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, there unto duly authorized.

 

 

TWENTY SERVICES, INC.
By:   /s/ Jack C. Bridges
Jack C. Bridges
Executive Vice-President

Dated: August 25, 2008

 

SIGNATURE

  

CAPACITY

 

DATE

/s/ David J. Noble

David J. Noble

   Chairman and Director and Principal Executive Officer of The Registrant   August 25, 2008

/s/ Dr. A. J .Strickland, III

Dr. A. J .Strickland, III

   Vice-Chairman and Director of Twenty Services, Inc. (The Registrant)   August 25, 2008

 

16


Index to Financial Statements

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We, as members of the Management of Twenty Services, Inc. (The “Company”), are responsible for establishing and maintaining effective internal control over financial reporting. Twenty’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements in the Company’s financial statements, including the possibility of circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Twenty Services, Inc. assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007. In making this assessment, we used the criteria set forth by the Commission of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control Over Financial Reporting—Guidance For Small Public Companies.

Based upon our assessment, we believe and assert that, as of December 31, 2007, the Company’s internal control over financial reporting is effective based on these criteria.

 

By   /S/    DAVID J. NOBLE        
 

David J. Noble

Chairman/Director

And Principal Executive Officer

 

By   /S/    JACK C. BRIDGES        
 

Jack C. Bridges

Executive Vice-President

 

17


Index to Financial Statements

TWENTY SERVICES, INC.

Financial Statements

and

Financial Statement Schedule

For the Years Ended

December 31, 2007, 2006 and 2005


Index to Financial Statements

TWENTY SERVICES, INC.

Index to Financial Statements and Financial Statement Schedule

December 31, 2007, 2006 and 2005

 

Index to Financial Statements and Financial Statement Schedule

   F-1

Independent Auditors’ Report

   F-2

Balance Sheets

   F-3

Statements of Operations

   F-4

Statements of Changes in Stockholders’ Equity

   F-5

Statements of Cash Flows

   F-6

Notes to Financial Statements

   F-7 - F-12

Financial Statement Schedule:

  

Schedule I - Marketable Securities – 2007

   F-13

Schedule I - Marketable Securities – 2006

   F-14

 

F-1


Index to Financial Statements

LOGO

Independent Auditors’ Report

The Shareholders and the Board of Directors

Twenty Services, Inc.

We have audited the accompanying balance sheets of Twenty Services, Inc. (the Company) as of December 31, 2007 and 2006, and the related statements of operations, comprehensive income, cash flows and changes in stockholders’ equity for each of the three years in the period ended December 31, 2007. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 Twenty Services, Inc. at December 31, 2007, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules of marketable securities for the years ended December 31, 2007 and 2006 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Borland Benefield, P.C.

Birmingham, Alabama

 

F-2


Index to Financial Statements

TWENTY SERVICES, INC.

Balance Sheets

 

     December 31,  
     2007     2006  

Assets

    

Cash and cash equivalents

   $ 66,369     $ 210,422  

Marketable securities

     3,735,395       4,825,352  

Accounts receivable

     —         1,505  

Notes receivable, net of allowance

     30,034       28,212  

Other assets

     21,748       21,102  
                

Total Assets

   $ 3,853,546     $ 5,086,593  
                

Liabilities and Stockholders’ Equity

    

Liabilities

    

Accounts payable and accrued liabilities

   $ 121,848     $ 102,939  

Deferred tax liability

     91,352       464,805  
                

Total liabilities

     213,200       567,744  
                

Stockholders’ Equity

    

Preferred stock, $.10 par value, 7% cumulative, 2,500,000 shares authorized, 505,110 shares issued and outstanding

     50,511       50,511  

Common stock, $.10 par value, 25,000,000 shares authorized, 1,283,068 issued and outstanding

     128,307       128,307  

Additional paid-in capital

     1,716,074       1,716,074  

Retained earnings

     1,305,471       1,323,891  

Accumulated other comprehensive income

     783,910       1,640,288  

Less: Investment in Twenty Services Holding, Inc.

     (60,000 )     (60,000 )

Preferred treasury stock, at $.25 per share; 61,432 and 59,192 shares at December 31, 2007 and 2006, respectively

     (15,358 )     (14,798 )

Common treasury stock, at $2.50 per share; 107,428 and 106,170 shares December 31, 2007 and 2006, respectively

     (268,569 )     (265,424 )
                

Net stockholders’ equity

     3,640,346       4,518,849  
                

Total Liabilities and Stockholders’ Equity

   $ 3,853,546     $ 5,086,593  
                

See accompanying notes to financial statements.

 

F-3


Index to Financial Statements

TWENTY SERVICES, INC.

Statements of Operations

 

     For the Years Ended December 31,  
     2007     2006     2005  

Revenue

      

Interest

   $ 90,811     $ 99,333     $ 69,832  

Dividends

     47,448       43,682       65,116  

Other

     26       3,313       9,662  
                        

Total revenue

     138,285       146,328       144,610  

Operating Expenses

      

General and administrative

     143,691       148,081       161,541  

Other Income (Loss)

      

Gain (loss) on sale of marketable securities

     3,416       (2,525 )     (12,829 )
                        

Income (Loss) Before Income Taxes

     (1,990 )     (4,278 )     (29,760 )

Income Tax Benefits

     11,425       4,032       17,847  
                        

Net Income (Loss)

   $ 9,435     $ (246 )   $ (11,913 )
                        

Loss Per Common Share

   $ (0.01 )   $ (0.02 )   $ (0.04 )
                        

See accompanying notes to financial statements.

 

F-4


Index to Financial Statements

TWENTY SERVICES, INC.

Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 2007, 2006 and 2005

 

     Preferred
Stock $.10
   Common
Stock $.10
   Additional
Paid-In
Capital
   Retained
Earnings
    Accumulated
Other
Comprehensive
Income
    Investment
in Twenty
Services
Holding,
Inc.
    Preferred
Treasury
Stock
    Common
Treasury
Stock
    Total  

Balance - December 31, 2004

   $ 50,511    $ 128,307    $ 1,716,074    $ 1,398,119     $ 1,271,353     $ (60,000 )   $ (9,368 )   $ (231,262 )   $ 4,263,734  

Comprehensive Income

                     

Net Income

     —        —        —        (11,913 )     —         —         —         —         (11,913 )

Change in Unrealized Cumulative Gains/Losses on Available-for-Sale Securities, Net of Deferred Income Tax of ($137,848)

     —        —        —        —         383,685       —         —         —         383,685  
                           

Total comprehensive income

                        371,772  

Purchase of Treasury Stock

     —        —        —        —         —         —         (3,002 )     (24,176 )     (27,178 )

Dividends on Preferred Stock, ($.07 Per Share)

     —        —        —        (34,501 )     —         —         —         —         (34,501 )
                                                                     

Balance - December 31, 2005

     50,511      128,307      1,716,074      1,351,705       1,655,038       (60,000 )     (12,370 )     (255,438 )     4,573,827  

Comprehensive Income

                     

Net Loss

     —        —        —        (246 )     —         —         —         —         (246 )

Change in Unrealized Gains on Available-for-Sale Securities, Net of Deferred Income Tax of $6,321

     —        —        —        —         (14,750 )     —         —         —         (14,750 )
                           

Total comprehensive income

                        (14,996 )

Purchase of Treasury Stock

     —        —        —        —         —         —         (2,428 )     (9,986 )     (12,414 )

Dividends on Preferred Stock, ($.07 Per Share)

     —        —        —        (27,568 )     —         —         —         —         (27,568 )
                                                                     

Balance - December 31, 2006

     50,511      128,307      1,716,074      1,323,891       1,640,288       (60,000 )     (14,798 )     (265,424 )     4,518,849  

Comprehensive Income

                     

Net Loss

     —        —        —        9,435       —         —         —         —         9,435  

Change in Unrealized Gains on Available-for-Sale Securities, Net of Deferred Income Tax of $362,271

     —        —        —        —         (856,378 )     —         —         —         (856,378 )
                           

Total Comprehensive Income

     —        —        —        —         —         —         —         —         (846,943 )

Purchase of Treasury Stock

     —        —        —        —         —         —         (560 )     (3,145 )     (3,705 )

Dividends on Preferred Stock ($.07 Per Share)

     —        —        —        (27,855 )     —         —         —         —         (27,855 )
                                                                     

Balance - December 31, 2007

   $ 50,511    $ 128,307    $ 1,716,074    $ 1,305,471     $ 783,910     $ (60,000 )   $ (15,358 )   $ (268,569 )   $ 3,640,346  
                                                                     

See accompanying notes to financial statements.

 

F-5


Index to Financial Statements

TWENTY SERVICES, INC.

Statements of Cash Flows

 

     For the Years Ended December 31,  
     2007     2006     2005  

Cash Flows From Operating Activities

      

Interest and dividends received

   $ 138,276     $ 143,016     $ 134,948  

Other income

     1,514       3,313       —    

Cash paid to suppliers and employees

     (129,282 )     (176,410 )     (132,868 )
                        

Net Cash Flows From Operating Activities

     10,508       (30,081 )     2,080  
                        

Cash Flows From Investing Activities

      

Principal collected on loans

     4,542       6,790       60,492  

Loans made to customers

     (4,300 )     (20,000 )     (9,507 )

Principal collected on held-to-maturity securities

     474       300       272  

Proceeds from sale of available-for-sale securities

     125,330       1,723,056       237,256  

Purchases of available-for-sale securities

     (240,000 )     (1,498,900 )     (625,000 )
                        

Net Cash Flows From Investing Activities

     (113,954 )     211,246       (336,487 )
                        

Cash Flows From Financing Activities

      

Preferred stock dividends paid

     (36,902 )     (17,639 )     (31,708 )

Purchase of treasury stock

     (3,705 )     (12,414 )     (27,178 )
                        

Net Cash Flows From Financing Activities

     (40,607 )     (30,053 )     (58,886 )
                        

Net Increase (Decrease) in Cash and Cash Equivalents

     (144,053 )     151,112       (393,293 )

Cash and Cash Equivalents - Beginning of Year

     210,422       59,310       452,603  
                        

Cash and Cash Equivalents - End of Year

   $ 66,369     $ 210,422     $ 59,310  
                        

Reconciliation of Net Income to Net Cash From Operating Activities

      

Net income (loss)

   $ 9,435     $ (246 )   $ (11,913 )

Adjustments to reconcile net income to net operating activities

      

Noncash other income

     —         —         (9,662 )

(Gain) Loss on sale of marketable securities

     (3,416 )     2,525       12,829  

Net change in deferred income taxes

     (13,030 )     (4,032 )     (17,847 )

Increase (decrease) in accounts payable and accrued liabilities

     17,519       (28,328 )     28,673  
                        

Net Cash Flows From Operating Activities

   $ 10,508     $ (30,081 )   $ 2,080  
                        

See accompanying notes to financial statements.

 

F-6


Index to Financial Statements

TWENTY SERVICES, INC.

Notes to Financial Statements

For the Years Ended December 31, 2007, 2006 and 2005

Note 1 – Accounting Policies

Income Recognition - Interest income from finance receivables is recognized using the interest (accrual) method. Accrual of interest income on finance receivables is suspended when a loan is contractually delinquent for 90 days or more and resumed when the loan becomes contractually current.

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Credit Losses - Provisions for credit losses are charged to income in amounts sufficient to maintain the allowance at a level considered adequate to cover the losses of principal and interest in the existing portfolio. The Company’s charge-off policy is based on a loan-by-loan review for all receivables that are charged off when they are deemed uncollectible.

Cash Equivalents - Holdings of highly liquid investments with original maturities of three months or less and investments in money market funds are considered to be cash equivalents.

Marketable Securities - On January 1, 1995, the Company adopted the provisions of Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities.”

Management determines the appropriate classification of its investment in debt and equity securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company’s securities are classified in two categories and accounted for as follows:

 

   

Securities Held-to-Maturity. Bonds, notes, certain preferred stocks and other debt securities for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts which are recognized in interest income using methods which approximate level yields over the period to maturity.

 

   

Securities Available-for-Sale. Bonds, notes and certain preferred stocks not classified as held-to-maturity and common stocks are reported at fair value.

Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. The write-downs are included in earnings as realized losses.

Unrealized holding gains and losses, net of deferred income taxes, on securities available-for-sale are reported as a net amount in a separate component of stockholders’ equity until realized.

Realized gains and losses on the sale of securities available-for-sale are determined using the specific-identification method.

Income Taxes - Deferred income taxes are recognized for the effects of temporary differences between financial statement and tax reporting.

Earnings Per Common Share - Earnings per common share are determined by dividing net income (loss), after giving effect to preferred stock dividends, by the weighted average number of common shares outstanding during the year. The weighted average number of common shares outstanding for each of the years ended December 31, 2007, 2006 and 2005 was 1,283,068.

 

F-7


Index to Financial Statements

TWENTY SERVICES, INC.

Notes to Financial Statements (Continued)

For the Years Ended December 31, 2007, 2006 and 2005

Note 2 – Nature of Operations, Risks, and Uncertainties

The Company is primarily engaged in the general finance business. The Company grants commercial and personal real estate loans and general business and personal loans to customers located primarily in Alabama. The majority of the loan portfolio is secured by various types of collateral including mortgages and security interests in equipment and other property with a significant concentration in loans collateralized by residential real estate.

Note 3 – Fair Values of Financial Instruments

Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The following sets forth a comparison of fair values and carrying values of the Company’s financial instruments subject to the provisions of SFAS No. 107.

 

     2007    2006
     Carrying
Value
   Fair
Value
   Carrying
Value
   Fair
Value

Cash and Temporary Investments

   $ 66,369    $ 66,369    $ 210,422    $ 210,422

Marketable Securities

     3,735,395      3,735,395      4,825,352      4,825,352

Finance Receivables, Net

     30,034      30,034      28,212      28,212

The following methods and assumptions were used by the Company in estimating the fair values of financial instruments:

 

   

Short-term financial instruments are carried at their carrying amounts reported in the balance sheet that are reasonable estimates of fair values due to the relatively short period to maturity of the instruments. This approach applies to cash and temporary investments, finance receivables, notes receivable from related parties and other receivables.

 

   

Marketable securities are valued at quoted market values.

 

F-8


Index to Financial Statements

TWENTY SERVICES, INC.

Notes to Financial Statements (Continued)

For the Years Ended December 31, 2007, 2006 and 2005

Note 4 – Marketable Securities

The amortized cost and aggregate fair values of investments in securities are as follows:

 

     Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
   Fair
Value

December 31, 2007

           

Available-for-sale securities

           

Equity securities

   $ 1,304,131    $ 1,212,977    $ 81,678    $ 2,435,430

Debt securities

     1,293,696      15,001      10,600      1,298,097
                           

Total available-for-sale securities

   $ 2,597,827    $ 1,227,978    $ 92,278    $ 3,733,527
                           

Held-to-maturity securities

           

Obligations of U.S. Government

           

Corporation and Agencies

   $ 1,868    $ —      $ —      $ 1,868
                           

December 31, 2006

           

Available-for-sale securities

           

Equity securities

   $ 1,114,131    $ 2,354,017    $ 6,228    $ 3,461,920

Debt securities

     1,365,610      29,781      34,301      1,361,090
                           

Total available-for-sale securities

   $ 2,479,741    $ 2,383,798    $ 40,529    $ 4,823,010
                           

Held-to-maturity securities

           

Obligations of U.S. Government

           

Corporation and Agencies

   $ 2,342    $ —      $ —      $ 2,342
                           

 

F-9


Index to Financial Statements

TWENTY SERVICES, INC.

Notes to Financial Statements (Continued)

For the Years Ended December 31, 2007, 2006 and 2005

Note 4 – Marketable Securities (continued)

The amortized cost and aggregate fair value of debt securities at December 31, 2007 and 2006, by contractual maturity, are as follows. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call prepayment penalties.

 

     Available-for-Sale    Held-to-Maturity
     Amortized
Cost
   Market
Value
   Amortized
Cost
   Market
Value

December 31, 2007

           

Corporate Due In

           

After 10 Years

   $ 254,196    $ 258,000    $ —      $ —  

U.S. Government Corporations and Agencies Due In

           

6-10 Years

     —        —        1,868      1,868

After 10 Years

     1,039,500      1,040,097      —        —  
                           

Total

   $ 1,293,696    $ 1,298,097    $ 1,868    $ 1,868
                           

December 31, 2006

           

Corporate Due In

           

After 10 Years

   $ 376,110    $ 392,714    $ —      $ —  

U.S. Government Corporations and Agencies Due In

           

6-10 Years

     —        —        2,342      2,342

After 10 Years

     989,500      968,376      —        —  
                           

Total

   $ 1,365,610    $ 1,361,090    $ 2,342    $ 2,342
                           

Proceeds from the sale of available-for-sale securities were $125,330 for the year ended December 31, 2007. A net loss of $3,416 was realized. There were no sales of held-to-maturity securities for the year ended December 31, 2007.

Proceeds from the sale of available-for-sale securities were $1,723,056 for the year ended December 31, 2006. A net loss of $2,525 was realized. There were no sales of held-to-maturity securities for the year ended December 31, 2006.

Note 5 – Finance Receivables and Allowance for Credit Losses

Finance receivables consisted of the following at December 31:

 

     2007    2006

Finance Receivables, Net

   $ 30,034    $ 28,212
             

All contractual maturities of finance receivables are due in the year ending December 31, 2008.

 

F-10


Index to Financial Statements

TWENTY SERVICES, INC.

Notes to Financial Statements (Continued)

For the Years Ended December 31, 2007, 2006 and 2005

Note 6 – Income Taxes

Temporary differences giving rise to the deferred tax liability (benefit) consist primarily of gains and losses on investments recognized for financial reporting purposes that are not recognized for tax purposes and of unused operating and capital loss carryforwards that may be applied against future taxable income.

The provision for income taxes was as follows for the years ended December 31:

 

     2007    2006    2005

Current

        

Deferred Tax Benefits

   $ 11,425    $ 4,032    $ 17,847
                    

Deferred tax assets and liabilities at December 31 consisted of the following:

 

     2007     2006  

Deferred Tax Assets

    

Net operating and capital loss carryforwards

   $ 249,058     $ 237,633  

Other

     300       300  
                
     249,358       237,933  

Deferred Tax Liability

    

Net unrealized gain on available-for-sale securities

     (340,710 )     (702,738 )
                

Net Deferred Tax Liability

   $ (91,352 )   $ (464,805 )
                

The Company has available at December 31, 2007, approximately $800,000 of unused operating and capital loss carryforwards that may be applied against future taxable income and that expire in various years from 2008 to 2025.

Note 7 – Stockholders’ Equity

The preferred stock has a cumulative dividend of $.07 per share and is redeemable at the Company’s option of $1.05 per share. In the event of liquidation, the preferred stockholders receive $1.05 per share before any distributions are made to common stockholders. The 2004 dividend (approximately $34,000) was declared February 2005 and paid in March 2005. The 2005 dividend (approximately $28,000) was declared February 2006 and paid in March 2006. The 2006 dividend (approximately $28,000) was declared February 2007 and paid in March 2007.

Note 8 – Investment in Twenty Services Holding, Inc.

The Company owns 6,000 shares of common stock of Twenty Services Holding, Inc. (the Holding Company), a holding company that owns approximately 54% of the Company’s outstanding common stock. The amount paid for the Holding Company's common stock of $60,000 has been deducted from stockholders' equity in the accompanying balance sheet.

Note 9 – Concentration of Credit Risk

The Company maintains an investment account with a brokerage firm. Balances are insured up to $500,000 (with a limit of $100,000 for cash) by the Securities Investor Protection Corporation with excess protection coverage provided by the Customer Asset Protection Company. At December 31, 2007, the Company had $3,235,395 in cash and securities that were above insured amounts.

 

F-11


Index to Financial Statements

TWENTY SERVICES, INC.

Notes to Financial Statements (Continued)

For the Years Ended December 31, 2007, 2006 and 2005

Note 10 – Treasury Stock

The Company purchased 1,258 shares of common stock for an aggregate purchase price of $3,145, or $2.50 per share, and 2,240 shares of its preferred stock for an aggregate purchase price of $560 or $0.25 per share, during the year ended December 31, 2007. The shares are held as common treasury stock and preferred treasury stock.

The Company purchased 3,994 shares of common stock for an aggregate purchase price of $9,986, or $2.50 per share, and 9,712 shares of its preferred stock for an aggregate purchase price of $2,428 or $0.25 per share, during the year ended December 31, 2006. The shares are held as common treasury stock and preferred treasury stock.

The Company purchased 9,670 shares of common stock for an aggregate purchase price of $24,176, or $2.50 per share, and 12,008 shares of its preferred stock for an aggregate purchase price of $3,002, or $0.25 per share, during the year ended December 31, 2005. The shares are held as common treasury stock and preferred treasury stock.

 

F-12


Index to Financial Statements

TWENTY SERVICES, INC.

Schedule I - Marketable Securities

For the Year Ended December 31, 2007

 

Name of issuer and title of each issue

   Number of
shares or
units -
principal
amount

of bonds
and notes
   Cost of
each issue
   Market
value

of each
issue
at balance
sheet date
   Amount at which
each portfolio

of equity
security issues
and each other
security issue is
carried in the
balance sheet
Equity Securities Available-for-Sale:            

American Equity Investment Life Holding Company (AEL)

   237,000    $ 790,000    $ 1,964,730    $ 1,964,730

AMF Bowling Worldwide, Ser A Warrants - exp 3/9/09

   524      3,668      —        —  

AMF Bowling Worldwide, Ser B Warrants - exp 3/9/09

   512      2,560      —        —  

Royal Bank of Scotland 6.125% Ser R Callable 12/30/11

   4,000      100,000      76,400      76,400

Gramercy Capital 8.125% Cum. Per. Pref. Callable 4/18/12

   1,000      25,000      19,740      19,740

Evergreen Global Dividend Opportunity Fund

   2,000      40,000      34,920      34,920

J.P. Morgan Chase Co.

   3,000      107,903      130,950      130,950

Blackrock Preferred & Equity Advantage Trust

   2,000      50,000      34,220      34,220

Public Storage $2.45 Dep. Shs. Repstg 1/1000 A Sh. Of Eq.

   3,000      60,000      75,000      75,000

Barclay Bank PLC 7.75% Non-Cum. Per. Pref. Callable 3/15/13

   1,000      25,000      25,200      25,200

NorthStar Realty 8.25% Cum. Per. Pref. Ser. Callable 2/7/12

   2,000      50,000      31,820      31,820

Alpine Total Dynamic Dividend Fund SBI

   2,500      50,000      42,450      42,450
                       

Total Equity Securities Available-for-Sale

        1,304,131      2,435,430      2,435,430
                       
Debt Securities Available-for-Sale:            

Fedl. Natl. Mtg. Assn. Notes Callable Cpn. 6.375%

   400,000      399,500      400,068      400,068

Aetna, Inc. Notes Cpn. 7.625%

   150,000      155,269      169,637      169,637

Fedl. Natl. Mtg. Assn. Notes Callable Cpn. 5.75%

   400,000      400,000      399,964      399,964

Federal Home Loan Bank Bonds Callable Cpn. 5.540%

   90,000      90,000      90,009      90,009

Federal Home Loan Mtg. Corp. Med. Term Callable Cpn. 6%

   50,000      50,000      50,005      50,005

Land O Lakes Cap Trst I 144 B/E Cpn 7.45% Due 3/15/28

   100,000      98,927      88,363      88,363

Fedl. Natl. Mtg. Assn. Callable 6.125%

   100,000      100,000      100,050      100,050
                       

Total Debt Securities Available-for-Sale

        1,293,696      1,298,096      1,298,096
                       
Debt Securities Held-to-Maturity            

GNMA Mortgage Backed Certificates, Due 2012

        —        —        1,868
                       

Total

      $ 2,597,827    $ 3,733,526    $ 3,735,394
                       

 

F-13


Index to Financial Statements

TWENTY SERVICES, INC.

Schedule I - Marketable Securities

For the Year Ended December 31, 2006

 

Name of issuer and title of each issue

   Number of
shares or
units -
principal
amount

of bonds
and notes
   Cost of
each issue
   Market
value

of each
issue
at balance
sheet date
   Amount at which
each portfolio

of equity
security issues
and each other
security issue is
carried in the
balance sheet
Equity Securities Available-for-Sale:            

American Equity Investment Life Holding Company (AEL)

   237,000    $ 790,000    $ 3,088,110    $ 3,088,110

AMF Bowling Worldwide, Ser A Warrants - exp 3/9/09

   524      3,668      —        —  

AMF Bowling Worldwide, Ser B Warrants - exp 3/9/09

   512      2,560      —        —  

Royal Bank of Scotland 6.125% Ser R Non-Cum

           

Callable 12/30/11

   4,000      100,000      100,000      100,000

J. P. Morgan & Chase Co.

   3,000      107,903      144,900      144,900

Blackrock Preferred and Equity Advantage Trust

   2,000      50,000      50,100      50,100

Public Storage $2.45 Dep Shs Repstg 1/1000 A Sh of Eq.

   3,000      60,000      78,810      78,810
                       

Total Equity Securities Available-for-Sale

        1,114,131      3,461,920      3,461,920
                       
Debt Securities Available-for-Sale:            

Federal Natl Mtg Assn Notes Callable

           

Cpn 6.375% Due 9/21/26

   400,000      399,500      396,716      396,716

Aetna, Inc. Notes Cpn 7.625% Due 8/15/26

   150,000      155,399      182,418      182,418

Federal Home Loan Bank Bonds Callable Cpn 5.540%

           

Due 4/23/18

   90,000      90,000      87,308      87,308

Federal Natl Mtg Assn Notes Callable Cpn 5.75%

           

Due 2/17/22

   400,000      400,000      384,352      384,352

JPM Capital Trust I Company GTD Cpn 7.540% Due 1/15/27

   120,000      121,783      124,546      124,546

Land O Lakes Cap Trst I 144 B/E Cpn 7.45% Due 3/15/28

   100,000      98,927      85,750      85,750

Federal Natl Mtg Assn Notes Callable Cpn 6.125%

           

Due 12/20/21

   100,000      100,000      100,000      100,000
                       

Total Debt Securities Available-for-Sale

        1,365,609      1,361,090      1,361,090
                       
Debt Securities Held-to-Maturity            

GNMA Mortgage Backed Certificates, Due 2012

        —        —        2,342
                       

Total

      $ 2,479,740    $ 4,823,010    $ 4,825,352
                       

 

F-14