UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
(Amendment No.1)
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT of 1934
For the transition period from to
Commission File Number: 0-8187
GREENBRIAR CORPORATION
(Name of Small Business Issuer in its Charter)
Nevada 75-2399477
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4265 Kellway Circle, Addison, Texas, 75244
(Address of principal executive offices)
(214) 407-8400
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past twelve 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 [ ]
At May 14, 1996, the issuer had outstanding 3,478,000 shares of par value $.01
common stock.
1
<PAGE>
Greenbriar Corporation
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
The accompanying unaudited Consolidated Financial Statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Item 310 of
Regulation S-B. These financial statements have not been examined by independent
certified public accountants, but in the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair presentation of
consolidated results of operations, consolidated financial position and
consolidated cash flows at the dates and for the periods indicated, have been
included.
These financial statements do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. Operating results for the three month period ended March 31, 1996
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the Consolidated
Financial Statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995.
2
<PAGE>
Greenbriar Corporation
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share data)
March 31, December 31,
1996 1995
----------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 5,642 $ 7,199
Accounts receivable - trade 584 23
Deferred income tax benefit - 2,150
Other current assets 1,636 1,536
-------- --------
Total current assets 7,862 10,908
REAL ESTATE 6,372 3,190
NET ASSETS OF MOBILITY GROUP - 3,371
INVESTMENT IN SECURITIES, AT COST 4,153 1,853
NOTES RECEIVABLE 9,117 7,368
PROPERTY AND EQUIPMENT, AT COST
Land 6,360 322
Buildings and improvements 46,358 767
Equipment and furnishings 1,789 203
Construction in progress 3,884 1,576
-------- --------
58,391 2,868
Less accumulated depreciation 268 252
-------- --------
58,123 2,616
RESTRICTED CASH AND INVESTMENTS 3,254 105
OTHER ASSETS 387 361
-------- --------
$ 89,268 $ 29,772
======== ========
3
<PAGE>
Greenbriar Corporation
CONSOLIDATED BALANCE SHEETS - CONTINUED
(Amounts in thousands, except per share data)
March 31, December 31,
1996 1995
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term
debt $ 1,575 $ 8
Accounts payable - trade 1,554 412
Accrued expenses 1,980 343
Other current liabilities 495 130
-------- --------
Total current liabilities 5,604 893
LONG-TERM DEBT 36,563 901
DEFERRED INCOME TAXES 1,495 -
DEFERRED GAIN 3,083 3,083
STOCKHOLDERS' EQUITY
Series B cumulative convertible preferred
stock, $.10 par value; liquidation
value of $353 in 1996 and $1,330 in 1995;
authorized, 100 shares; issued and
outstanding, 4 and 14 shares in 1996
and 1995, respectively 1 1
Series C cumulative convertible preferred
stock, $.10 par value; liquidation
value of $2,000; authorized, issued and
outstanding, 20 shares 2 2
Series D cumulative preferred stock,
$.10 par value; liquidation value of
$3,375 in 1996; authorized, issued and
outstanding 675 shares in 1996 68 -
Series E cumulative preferred stock,
$.10 par value; liquidation value of
$18,552 in 1996; authorized, issued
and outstanding 1,950 shares in 1996 195 -
Common stock; $.01 par value; authorized
20,000 shares; issued and outstanding,
3,478 and 3,452 shares in 1996 and 1995,
respectively 35 35
Additional paid-in capital 50,764 33,957
Accumulated deficit ( 6,026) ( 6,584)
-------- --------
45,039 27,411
Less stock purchase note receivable (2,516) (2,516)
-------- --------
42,523 24,895
-------- --------
$ 89,268 $ 29,772
======== ========
4
<PAGE>
Greenbriar Corporation
CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands, except per share data)
For the Three
Month Period Ended
March 31, March 31,
1996 1995
(Unaudited) (Unaudited)
Revenue
Assisted living residence rentals $ - $ 555
Real estate rentals 156 195
Gain on sale of assets 32 5,149
Interest and dividends 261 193
Other 450 9
------ ------
899 6,101
Expenses
Assisted living residence operations - 318
Real estate operations 73 97
General and administrative 724 837
Interest 26 121
------- -------
823 1,373
Earnings from continuing operations
before income taxes 76 4,728
Income tax expense 29 1,608
------- -------
Earnings from continuing operations 47 3,120
Discontinued operations
Loss from operations, net of income
taxes - (14)
Gain on disposal, net of income
taxes 580 -
------- ------
Net earnings 627 3,106
Preferred stock dividend requirement (34) (81)
------- -------
Earnings allocable to common stockholders $ 593 $ 3,025
====== ======
Earnings per share
Continuing operations $ .01 $ .83
Net earnings $ .17 $ .83
Weighted average number of common and
equivalent shares outstanding 3,444 3,655
5
<PAGE>
Greenbriar Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
For The Three
Month Period Ended
March 31, March 31,
1996 1995
(Unaudited) (Unaudited)
Cash flows from operating activities
Net earnings $ 627 $ 3,106
Adjustments to reconcile net
earnings to net cash used in
operating activities
Discontinued operations (580) 14
Depreciation and amortization 34 206
Gain on sales of assets (32) (5,149)
Changes in operating assets
and liabilities
Accounts receivable (4) 790
Due from affiliates - 7
Deferred income taxes 378 1,598
Other current and noncurrent
assets (550) 1,172
Accounts payable and other
liabilities (124) (2,087)
-------- ---------
Total adjustments (878) (3,449)
-------- ---------
Net cash provided by (used in)
operating activities of:
Continuing operations (251) (343)
Discontinued operations (349) 13
-------- ---------
Net cash used in operating
activities (600) (330)
Cash flows from investing activities
Proceeds from sales of assets 256 18,276
Additions to real estate - (33)
Purchase of property and equipment (1,580) (103)
Net cash effect of purchase of
subsidiary 739 -
Additions to notes receivable (249) (3,100)
Investing activities of discontinued
operations - (90)
-------- ---------
Net cash provided by (used in)
investing activities (834) 14,950
6
<PAGE>
Greenbriar Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
(Amounts in thousands)
For The Three
Month Period Ended
March 31, March 31,
1996 1995
(Unaudited) (Unaudited)
Cash flows from financing activities
Payments on debt $ (2) $ (14,049)
Dividends on preferred stock - (62)
Purchase of common stock (121) (1,065)
-------- ---------
Net cash used in
financing activities (123) (15,176)
-------- ---------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (1,557) (556)
Cash and cash equivalents at beginning
of period 7,199 8,376
-------- --------
Cash and cash equivalents at end of
period $ 5,642 $ 7,820
======== =========
Supplemental information on noncash investing and financing transactions is as
follows:
Stock dividend paid on preferred
shares $ 73 $ -
Sale of subsidiary
Securities received $ 4,300 $ -
Net assets sold $ 3,371 $ -
Purchase of subsidiary
Fair value of assets acquired $ 60,819 $ -
Liabilities assumed (40,499) -
Deferred income tax (3,261) -
Pre-acquisition loan and other
costs (680) -
Preferred stock issued (17,118) -
-------- -------
Total cash received $ (739) $ -
======== =======
7
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Greenbriar Corporation and its subsidiaries ("Greenbriar" or "the Company")
develops, builds, owns, operates and manages full service residential retirement
and assisted living residences. Through its operations, the Company provides
full service residential housing and personal assistance with the activities of
daily living ("ADLs"), as needed, for the elderly. With the overall demand for
alternative lifestyles for the elderly rapidly increasing, providing this
residential lifestyle and maximizing choices for a growing segment of elderly,
upscale customers, particularly the frail elderly, should provide potential for
significant growth.
Residential Retirement and Assisted Living
- ------------------------------------------
During the past four years a basic strategy of Greenbriar was to acquire
retirement, nursing and other healthcare facilities with the intention of
improving the physical structure, occupancy and management efficiency of those
facilities. Eventually the facilities would be sold to generate profits and
provide working capital to grow the Company and increase stockholders' equity.
The Company began development of a focused full service residential retirement
and assisted living strategy in 1994. The strategy employs a twopronged approach
to growth in the industry - acquisition and development.
Acquisition
- -----------
In March 1996, the Company acquired substantially all of the assets and
liabilities of a number of companies under common control and managed by
Wedgwood Retirement Inns, Inc. ("Wedgwood"), headquartered in Vancouver,
Washington. The acquisition has been accounted for as a purchase transaction and
Wedgwood's operations will be reflected in the consolidated statement of
earnings beginning April 1, 1996. Wedgwood was one of the first builders and
management companies in the retirement and assisted living industry. The
business of Wedgwood consists of the operation of 17 assisted living, congregate
care and Alzheimer's facilities.
To structure the Wedgwood acquisition as a tax-free exchange, the Company also
acquired a shopping center in North Carolina from James R. Gilley and members of
his family. The property was valued at its current independently appraised value
of $3,375,000. Consideration given was 675,000 shares of Series D preferred
stock. Greenbriar issued 1,949,950 shares ($14,000,000) of Series E preferred
stock and $220,000 in cash and notes to the Wedgwood shareholders. Both classes
of stock are unregistered, will have no trading market unless converted to
common stock, and will be entitled to one vote per share on all matters to come
before a meeting of stockholders. The Series D preferred stock will bear a
cumulative quarterly dividend of 9.5% per year. The Series E preferred stock
bears no dividend for two years and it is anticipated that Series E shares will
be converted to Greenbriar common stock
8
<PAGE>
Acquisition - Continued
- -----------------------
before that time. With shareholder approval, expected at a shareholders' meeting
during 1996, both series of preferred stock will become convertible into
unregistered shares of Greenbriar common stock, with the Series E convertible at
1.2 shares for each share of Greenbriar common stock and Series D convertible at
two shares for each share of Greenbriar common stock,. As such, the Series D
will be convertible into 337,500 shares and the Series E will be convertible
into 1,624,958 shares.
The following table presents pro forma unaudited consolidated results of
operations for the three month periods ended March 31, 1996 and 1995, assuming
that the acquisition had taken place on January 1, 1996 and 1995, respectively.
The pro forma results are not necessarily indicative of the results of
operations that would have occurred had the acquisition been made on January 1,
1996 or 1995, respectively or of future results of operations of the combined
companies.
(Amounts in Thousands)
Three Month Three Month
Period Ended Period Ended
March 31, 1996 March 31, 1995
-------------- --------------
Revenue $ 5,202 $ 9,617
Earnings (loss)from
continuing operations $ (225) $ 2,870
Net earnings $ 355 $ 2,856
Net earnings per share $ 0.05 $ 0.51
Wedgwood operates 17 properties, all offering some form of assistance with ADLs
or instrumental activities of daily living ("IADLs"). Wedgwood also operates a
head trauma injury/developmentally disabled special care residence.
The following table summarizes certain information regarding Wedgwood's
residences. These residences generally are either owned, leased, and/or managed
by Wedgwood or under construction or development. One residence, owned by third
parties, is managed by Wedgwood for a fee based on gross revenues. One residence
leased by Wedgwood is managed by a third party to whom Wedgwood pays a
management fee, also based on gross revenues.
9
<PAGE>
Date
Wedgwood
Operations
Location Units Commenced Ownership
- ------------------------------------ --------- ------------- -------------
Owned or Leased and Managed
- ------------------------------------
Camelot (Harlingen, TX) 165 9/94 Owned(1)
Crown Pointe (Corona, CA) 147 1/93 Owned(4)
Liberty Rehab (Ellensburg, WA) 20 7/95 Owned(1)
Lincolnshire (Lincoln City, OR) 64 11/95 Owned(1)
Meadowbrook Place (Baker City, OR) 50 12/92 Owned(1)
Pacific Pointe (King City, OR) 113 1/93 Leased(2)
Rose Garden Estates (Ritzville, WA) 21 11/95 Owned(1)
Summer Hill (Oak Harbor, WA) 59 2/94 Owned(1)
The Terrace (Portland, OR) 69 5/91 Owned(1)
Villa del Rey (Merced, CA) 92 12/79 Leased(2)
Villa del Rey (Nap,a,a 79 11/94 Leased(2)
Villa del Rey (Roswell, NM) 133 10/87 Leased(3,5)
Villa del Rey (Visalia, CA) 98 12/79 Leased(2)
Villa del Sol (Roswell, NM) 12 12/95 Owned(1)
Wedgwood Terrace (Lewiston, ID) 50 11/95 Leased(4)
---------
Subtotal 1,172
Managed, Owned by Third Party
- ------------------------------------
Timberhill Place (Corvallis, OR) 60 5/95 Managed
Leased, Managed by Third Party
- ------------------------------------
Neawanna by the Sea (Seaside, OR) 58 10/90 Leased(3,5)
---------
Total 1,290
(1) Subject to first mortgage.
(2) Leased from third party individuals or partnership.
(3) Residence is leased from a Real Estate Investment Trust.
(4) 60% ownership of real estate and lessee.
(5) 49% ownership of lessee.
10
<PAGE>
Development
- -----------
During 1995 the Company concentrated its efforts on identifying potentially
successful locations for assisted living residences. In this process,
proprietary demographic analysis and psychographic research methods were
developed.
The Company determined that it would concentrate its internal development
efforts on a 'County Seat America' approach to more readily identify potentially
under-served markets. The following chart summarizes all the Company's
properties currently under construction and development:
Location Units
- --------------------------------------- ---------
Under Construction
- ---------------------------------------
Sweetwater Springs (Lithia Springs, GA) (2) 49
The Greenbriar at Denison, TX 44
The Greenbriar at Muskogee, OK (1) 48
Villa de la Rosa (Roswell, NM) (1) 93
Under Development
- ---------------------------------------
Camelot Assisted Living (Harlingen, TX) (1) 91
Camelot Independent (Harlingen, TX) (3) 61
La Conner Retirement Inn (La Conner, WA) 59
Oak Knoll (Paradise CA) 99
Oak Park (Clermont, FL) 60
The Briarcliff at Texarkana, TX 44
The Briarcliff at Winston-Salem, NC 20
The Greenbriar at Brownwood, TX 44
The Greenbriar at Palestine, TX 44
The Greenbriar at Sherman, TX 44
The Greenbriar at Wichita Falls, TX 44
Woodmark at Steel Lake (Federal Way, WA) 103
---------
Total 947
(1) Financing committed.
(2) Leased from a real estate investment trust.
(3) Units sold to residents who pay a monthly service fee.
11
<PAGE>
Real Estate
- -----------
As of March 31, 1996, Greenbriar owned three retail shopping centers located in
Georgia and one in North Carolina. The aggregate book value of the four centers
in accordance with generally accepted accounting principles is $6,372,000. While
the shopping centers are profitable and provide operating cash flow, they do not
fit in with the operating plan of the Company to build and acquire full service
residential retirement and assisted living residences. Therefore, the Company
intends to sell these shopping centers.
Sale of Mobility Assistance Subsidiaries
- ----------------------------------------
Effective January 1, 1996, the Company sold its wholly owned subsidiary American
Mobility, Inc. ("AMI") along with AMI's subsidiaries Odyssey Mobility, Inc.,
Aviation Mobility, Inc. and Alpha Mobility, Inc. to Innovative Health Services,
Inc. ("IHS"), a private company. The sale price was $4,300,000, consisting of a
$2 million note and $2,300,000 (230,000 shares) of IHS's Class A convertible
preferred stock. The Company will record a pre-tax gain of approximately
$930,000 on the sale of AMI. The price and terms of the sale were determined
through arms length negotiations between the parties. The $2 million note bears
interest at the prime rate plus 1% and is payable quarterly. The note calls for
annual principal payments equal to a percentage of IHS's earnings with a final
payment due on February 9, 2001. The preferred stock has a cumulative dividend
rate of 8% per annum, payable quarterly. The preferred stock has no voting
rights unless dividends are in arrears. After three years, under certain
circumstances, the Company can convert the preferred stock into IHS common
stock, at a price of 75% of the prevailing market price at the time of
conversation.
Liquidity and Capital Resources
- -------------------------------
At March 31, 1996 current assets exceeded current liabilities by $2,258,000.
During the first quarter of 1996 the Company sold the Mobility Group. This sale
was a continuation of the Companys program of selling its non-strategic assets
and using the proceeds to invest in existing operations by selling the Mobility
Group.
Except for the real estate operation, revenue during the first quarter of 1996
was generally composed of interest and dividend income. Wedgwood will be part of
consolidated operations beginning April 1, 1996. Beginning in the second quarter
of 1996, the Company's operations will more fully reflect those of an operating
full service residential retirement and assisted living company.
The Company has begun it's plan to build and operate assisted living residences.
If necessary, the Company could fulfill it's existing short-term commitments
through the use of existing capital; however, the Company anticipates it will
finance the facilities. The Company is finalizing negotiations with a number of
potential lenders for credit lines for use in development and construction of
residences. These credit lines will be sufficient to fund the entire development
program indicated above.
12
<PAGE>
Results of Operations
- ---------------------
Three month period ended March 31, 1996 compared to three month period ended
March 31, 1995.
Net earnings for the three month period ended March 31, 1996 were $627,000 as
compared to $3,106,000 for the three month period ended March 31, 1995.
Long Term Care Residences
- -------------------------
The Company sold "The Fountainview" on January 28, 1995. During the month of
January, 1995 "The Fountainview" generated revenue of $552,000 and operating
expenses of $318,000. For the three month period ended March 31, 1996 there was
no comparable property.
Real Estate Operations
- ----------------------
Revenue from real estate operations was $156,000 for the three months ended
March 31, 1996 as compared to $195,000 for the comparable period in 1995. Costs
of operating these properties were $73,000 for the three months ended March 31,
1996 as compared to $97,000 for the comparable period in the prior year. The
Company, as previously mentioned, has been selling assets not related to the
development and acquisition of residential retirement and assisted living
residences. The reduced level of revenue and expenses for real estate operations
reflects the ongoing sale of those properties.
Gain on sale of assets
- ----------------------
As mentioned above, during January 1995 the Company sold "The Fountainview" and
recorded a gain of $5,149,000. In February, 1996, the Company sold an investment
in common stock for a gain of $32,000.
General and Administrative Expenses
- -----------------------------------
General and administrative expenses were $724,000 for the three months ended
March 31, 1996 compared to $837,000 for the comparable period in 1995. The
change is due principally to the reduction of expenses related to the operations
of the Mobility Group and "The Fountainview" which the Company has disposed of.
Interest Income and Expense
- ---------------------------
Interest and dividend income were $261,000 for the three month period ended
March 31, 1996 compared to $193,000 for the comparable period in 1995. Interest
expense was $26,000 for the three months ended March 31, 1996 compared to
$121,000 for comparable period in 1995.
13
<PAGE>
Interest Income and Expense - Continued
- ---------------------------------------
Throughout 1995 and the three months ended March 31, 1996 the Company disposed
of assets not essential to its long range healthcare strategy. The proceeds from
those sales were used to reduce debt and increase working capital. The increase
in interest income is the result of having more working capital to invest. The
decrease in interest expense is due to the reduction in debt due both to the
payoff of mortgages when real estate assets were sold and the reduction of
corporate debt when the proceeds from the sale of assets were used to pay off
that debt.
Discontinued Operations
- -----------------------
As mentioned above, during the first quarter of 1996 the Company sold all
mobility operations. The gain on sale, net of tax, of $580,000 represents the
gain from the sale of those businesses in the first quarter of 1996.
Forward Looking Statements
- --------------------------
Certain statements included in this Managements' Discussion and Analysis are
forward looking statements that predict the future development of the Company.
The realization of these predictions will be subject to a number of variable
contingencies, and there is no assurance that they will occur in the time frame
proposed. The risks associated with the potential actualization of the Company's
plans include: contractor delays, the availability and cost of financing,
availability of managerial oversight and regulatory approvals, to name a few.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. Changes in Securities
On March 15, 1996 the Board of Directors adopted a resolution to change the
voting rights of the Company's Series C Preferred Stock. The resolution grants
holders of Series C Preferred Stock the right to vote together with the holders
of the Common Stock, and not as a class (except as provided below), on any
matters to come before a vote of the shareholders. Each share of Series C
Preferred Stock outstanding is now entitled to one vote. These voting rights for
each share of Series C Preferred Stock are in addition to and without amendment
of those set forth in the Certificate of Designation for the Series C Preferred
Stock of the Corporation.
ITEM 4. Submission of Matters to a vote of Security Holders
Prior to obtaining approval from affiliated stockholders comprising a majority
of shares outstanding (as permitted by Nevada law), an information statement
reflecting an amendment to the Company's Articles of Incorporation to change the
name of the Company from "Medical Resource Companies of America" to "Greenbriar
Corporation" was mailed to the stockholders during March, 1996. The name change
was authorized by the Board of Directors on November 17, 1995 and became
effective on March 27, 1996.
ITEM 6. Exhibits and Reports on Form 8-K
During the quarter ended March 31, 1996, the Company filed a report dated
February 20, 1996 on Form 8-K which reported the sale of American Mobility, Inc.
along with its subsidiaries Odyssey Mobility Systems, Inc., Aviation Mobility,
Inc. and Alpha Mobility, Inc. (See Part I, Item 2). The financial statements
included with the filing were:
A). A pro forma consolidated balance sheet of the Company as of September
30, 1995 prepared as though the disposition had occurred on September
30, 1995,
B). A pro forma consolidated statement of operations of the Company for
the year ended December 31, 1994 prepared as though the disposition
had occurred at the beginning of the period, and,
15
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K - Continued
C). A pro forma consolidated statement of operations of the Company for
the nine month period ended September 30, 1995 prepared as though the
disposition had occurred at the beginning of the period.
Also during the first quarter of 1996, the Company filed a report dated March
29, 1996 on Form 8-K which reported the acquisition of Wedgwood Retirement Inns,
Inc. (See Part I, Item 2). The financial statements required to be filed with
respect to the acquisition were filed by amendment and consisted of the
following:
A). The audited combined balance sheets of Wedgwood Retirement Inns as of
December 31, 1995 and 1994, and the related combined statements of
operations, stockholders', members', partners' and owners' deficit,
and cash flows for each of the three years in the period ended
December 31, 1995.
B). A pro forma consolidated balance sheet of the Company as of December
31, 1995 prepared as though the acquisition had occurred on that date.
C). A pro forma consolidated statement of earnings of the Company for the
year ended December 31, 1995 prepared as though the acquisition had
occurred at the beginning of the period.
16
<PAGE>
Greenbriar Corporation
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by
undersigned, thereunto duly authorized.
Greenbriar Corporation
Date: June 19, 1996 By: /s/ Gene S. Bertcher
---------------------
Executive Vice President
Chief Financial Officer
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-QSB Consolidated Balance Sheet as of March 31, 1996 and the Consolidated
Statement of Earnings for the Three Month Period Ended March 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,642
<SECURITIES> 0
<RECEIVABLES> 584
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,862
<PP&E> 58,391
<DEPRECIATION> 268
<TOTAL-ASSETS> 89,268
<CURRENT-LIABILITIES> 5,604
<BONDS> 36,563
<COMMON> 0
266
35
<OTHER-SE> 42,222
<TOTAL-LIABILITY-AND-EQUITY> 89,268
<SALES> 0
<TOTAL-REVENUES> 899
<CGS> 0
<TOTAL-COSTS> 73
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26
<INCOME-PRETAX> 76
<INCOME-TAX> 29
<INCOME-CONTINUING> 47
<DISCONTINUED> 580
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 627
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0
</TABLE>
