U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended JUNE 30, 1996
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from to
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Commission file number 0-5097
UNITED VANGUARD HOMES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-2032899
- ----------------------------- ---------------------------------
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
4 Cedar Swamp Road, Glen Cove, New York 11542
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(Address of Principal Executive Offices)
(516) 759-1188
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(Issuer's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No X
---- ----
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At September 30, 1996,
there were outstanding 2,240,950 shares of the Registrant's Common Stock, $.01
par value.
Transitional Small Business Disclosure Format:
Yes No X
---- ----
<PAGE>
FORM 10-QSB
INDEX
PART I. Page No.
Financial Information:
Unaudited Consolidated Balance Sheet - June 30, 1996 and March 31,
1996......................................................................... 4
Unaudited Consolidated Statement of Earnings - Three months ended June
30, 1996 and June 30, 1995................................................... 5
Unaudited Consolidated Statements of Stockholders' Deficiency for the
three months ended June 30, 1996............................................. 6
Unaudited Consolidated Statement of Cash Flows - Three months ended
June 30, 1996 and June 30, 1995.............................................. 7
Notes to Consolidated Interim Financial Statements........................... 8
Management's Discussion and Analysis or Plan of Operation....................10
PART II.
Other Information:
Submission of Matters to a Vote of Security Holders..........................12
Exhibits and Reports on Form 8-K.............................................13
Signatures...................................................................14
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<PAGE>
Part I -- FINANCIAL INFORMATION
ITEM 1 -- FINANCIAL STATEMENTS
-3-
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 31, 1996 JUNE 30, 1996
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CURRENT ASSETS
<S> <C> <C>
Cash ............................................................... $ 210,245 $ 843,843
Accounts receivable, less allowance for doubtful accounts of $40,000 413,539 451,904
Development fees and advances ...................................... 270,864 159,932
Due from affiliates, net ........................................... 658,717 280,207
Prepaid expenses and other ......................................... 274,654 239,992
---------- ----------
Total Current Assets ............................................ 1,828,019 1,975,878
PROPERTY AND EQUIPMENT, NET ............................................ 2,361,698 2,374,360
OTHER ASSETS
Development fees ................................................... 575,017 660,750
Restricted assets .................................................. 176,352 176,352
Deferred income taxes .............................................. 981,000 976,500
Other assets ....................................................... 165,453 222,605
---------- ----------
1,897,822 2,036,207
---------- ----------
$6,087,539 $6,386,445
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Current portion of long-term debt ................................ $ 626,043 $ 4,862,091
Accounts payable ................................................. 242,470 146,675
Accrued expenses ................................................. 617,043 687,162
442,371 461,139
Income taxes payable ............................................. ----------- -----------
Total Current Liabilities ................................... 1,927,927 6,157,067
RESIDENT SECURITY DEPOSITS ........................................... 314,705 318,305
LONG-TERM DEBT, less current portion ................................. 7,172,982 1,600,290
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred stock $.001 par value; 1,000,000 shares authorized; none
issued and outstanding ........................................... -- --
Common stock $.01 par value; authorized, 14,000,000 shares; issued
and outstanding, 1,827,833 and 2,240,950 shares, respectively .... 18,278 22,410
Additional paid-in capital ....................................... 5,619,905 7,216,026
Accumulated deficit .............................................. (8,966,258) (8,927,653)
----------- -----------
(3,328,075) (1,689,217)
----------- -----------
$ 6,087,539 $ 6,386,445
=========== ===========
</TABLE>
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<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED JUNE 30,
-----------------------------
<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Operating revenues
Resident services ........................ $ 1,195,053 $ 1,247,844
Health care services ..................... 624,988 644,005
Development fees ......................... -- 85,000
----------- -----------
1,820,041 1,976,849
----------- -----------
Operating expenses
Residence operating expenses ............. 1,388,801 1,481,302
General and administrative ............... 68,334 155,020
Depreciation and amortization ............ 133,156 69,601
Recovery of advances to affiliates ....... -- (71,856)
----------- -----------
1,590,291 1,634,067
----------- -----------
Income from operations ................ 229,750 342,782
Other income (expense)
Interest expense, net .................... (177,517) (135,317)
Other income ............................. 13,059 20,856
Debt conversion expense .................. -- (156,466)
Income before income taxes ............ 65,292 71,855
Income taxes ................................. 26,600 33,250
NET INCOME ............................ $ 38,692 $ 38,605
=========== ===========
Earnings per share ........................... $ .02 $ .02
=========== ===========
Common shares and equivalents outstanding .... 1,681,938 2,197,166
=========== ===========
</TABLE>
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<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
Additional Accumulated
Shares Amount paid-in capital deficit Total
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1996............ $1,827,833 $ 18,278 $5,619,905 $(8,966,258) $(3,328,075)
Shares issued upon conversion of debt 347,996 3,480 1,386,918 -- 1,390,398
Exercise of warrants............... 62,121 622 206,452 -- 207,074
Shares issued as compensation...... 3,000 30 2,751 -- 2,781
Net income......................... -- -- -- 38,605 38,605
------------- ------------- ------------- ----------- -----------
Balance, June 30, 1996............. 2,240,950 $22,410 $7,216,026 $(8,927,653) $(1,689,217)
========= ======= ========== ============ ============
</TABLE>
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<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
------------------------------
1995 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net income ............................................................................... $ 38,692 $ 38,605
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization ......................................................... 137,298 69,601
Common stock issued for services ...................................................... -- 2,781
Deferred income taxes ................................................................. (36,751) 4,500
Debt conversion expense ............................................................... -- 156,466
Changes in operating assets and liabilities
Accounts receivable, advances and other receivables ................................. 9,261 340,145
Prepaid expenses and other .......................................................... (145,658) 34,662
Development fees .................................................................... -- 25,199
Other assets ........................................................................ -- --
Accounts payable .................................................................... 60,156 (95,795)
Accrued expenses .................................................................... 78,752 70,119
Income taxes payable ................................................................ 80,851 18,768
Resident security deposits .......................................................... 11,425 3,600
Deferred revenue .................................................................... -- --
----------- -----------
Net cash provided by operating activities ................................................ 234,026 668,651
----------- -----------
Cash flows used in investing activities
Purchases of property and equipment ...................................................... (12,900) (74,320)
----------- -----------
Cash flows from financing activities
Proceeds from borrowings on mortgages and notes payable .................................. -- 47,591
Principal repayments of mortgages and notes payable ...................................... (34,738) (79,235)
Proceeds from exercise of warrants ....................................................... -- 207,074
Increase in deferred offering costs ...................................................... -- (136,163)
----------- -----------
Net cash provided by (used in) financing
activities ............................................................................ (34,738) 39,267
----------- -----------
NET INCREASE IN CASH .................................................................. 186,388 633,598
Cash at beginning of period .................................................................. 249,561 210,245
----------- -----------
Cash at end of period ........................................................................ $ 435,949 $ 843,843
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest .............................................................................. $ 180,000 $ 119,000
=========== ===========
Income taxes .......................................................................... -- $ 1,000
Non-cash financing and investing activity:
Conversion of debt to common stock ....................................................... -- $ 1,305,000
=========== ===========
</TABLE>
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<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated balance sheet as of June 30, 1996 and the
related consolidated statements of earnings and cash flows for the three month
periods ended June 30, 1996 and 1995 and the statement of stockholders'
deficiency for the three month period ended June 30, 1996 have been prepared by
the management of United Vanguard Homes, Inc. (the "Company") without audit. In
the opinion of management, all adjustments (which include only normal recurring
accrual adjustments) necessary to present fairly the financial position and
results of operations as of and for the three months ended June 30, 1996 have
been made.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended March 31, 1996. The
results of operations for the period ended June 30, 1996 are not necessarily
indicative of the operating results expected for a full year.
NOTE B - STOCKHOLDERS' EQUITY
CONVERTIBLE DEBT
In March 1996, the Company offered the convertible mortgageholders and
noteholders the option to convert, through April 30, 1996, to shares of common
stock at a price of $3.75 instead of prices ranging from $6.67 through $7.22. In
April 1996, 347,996 common shares were issued in connection with the offer. As a
result of the offer, the Company issued 167,877 additional shares upon
conversion, the fair value of which, $156,466, has been recorded as debt
conversion expense in the accompanying consolidated statement of operations for
the three months ended June 30, 1996.
STOCK OPTION PLAN
In June 1996, the Company adopted the 1996 Outside Directors' Stock Option
Plan (the "Directors Plan"), which provides for the grant of options to purchase
common stock of the Company to nonemployee directors of the Company. The
Directors' Plan authorizes the issuance of a maximum of 90,000 shares of common
stock.
The Directors' Plan is administered by the Board of Directors. Under the
Directors' Plan, each nonemployee director elected after April 1, 1996 will
receive options for 3,000 shares of common stock upon election. To the extent
that shares of common stock remain available for the grant of options under the
Directors' Plan, each year on April 1, commencing April 1, 1997, each
nonemployee director will be granted an option to purchase 1,800 shares of
common stock. The exercise price per share for all options granted under the
Directors' Plan will be equal to the fair market value of the common stock as of
the date preceding the date of grant. All options vest in three equal annual
installments.
-8-
<PAGE>
EMPLOYMENT AGREEMENTS
As of April 1, 1996, the Company entered into an employment agreement with
the Company's President and Chief Operating Officer pursuant to which an annual
base salary under the employment agreement is $100,000. In December 1995, the
President received a $25,000 cash bonus and the Company agreed to issue 9,000
shares of the Company's common stock fair valued at $5.55 per share. In June
1996, the President received a $25,000 cash bonus and 3,000 shares of the
Company's common stock fair valued at $.97 per share. An additional bonus of
$25,000 and 3,000 shares of the Company's common stock is payable on March 31,
1998, subject to continued employment.
NOTE C - CONTINGENCIES
An affiliate of Vanguard Ventures, Inc. ("Vanguard"), the Company's majority
stockholder, was indebted under a first mortgage in the principal amount of
$4,087,000. The mortgage securing this loan provides that a default under such
loan is a default under each of the Company's Hillside Terrace and Whitcomb
Tower Mortgages. Therefore, a potential Vanguard default on this affiliate's
loan could result in the foreclosure of Hillside Terrace and Whitcomb Tower.
Health care and senior living facilities are areas of extensive and frequent
regulatory change. Changes in the laws or new interpretations of existing laws
can have a significant effect on methods of doing business, costs of doing
business and amounts of reimbursement, from governmental and other payors. The
Company at all times attempts to comply with all applicable fraud and abuse
laws; however, there can be no assurance that administrative or judicial
interpretation of existing laws or regulations will not have a material adverse
effect on the Company's operations or financial conditions.
NOTE D - PROPOSED PUBLIC OFFERING
The Company has filed a Registration Statement on Form SB-2 (No. 33-80812)
for sale to the public of up to 2,070,000 shares of common stock and 2,070,000
common stock purchase warrants ("Warrants"), each warrant to purchase one-half
share of Common Stock (the "Common Stock Offering"). The Company has also filed
a Registration Statement on Form SB-2 (No. 333-09037) for sale to the public of
up to $14,375,000 aggregate amount Convertible Senior Secured Notes Due 2006
(the "Notes Offering," and, together with the Common Stock Offering, the
"Offerings"). The notes to be sold in the Notes Offering are to be convertible
into shares of common stock. The Company expects that the Offerings will
commence by October 30, 1996.
The Company intends to use the net proceeds of the Offerings and available
lines of credit, together with cash flows from operations and private
placements, to finance its operations (including expenses of additional
personnel required as the Company's business grows) and future development
projects. Accordingly, the Company believes that the net proceeds to be realized
from the Offerings, together with existing cash balances, cash flow from
operations and available lines of credit, will be sufficient to meet its
liquidity and capital spending requirements for at least 12 months, including
the acquisition of Harvest Village, a senior living facility. The Company
intends to use approximately $1,750,000 of the net proceeds of the Offerings for
capital improvements at the properties owned and/or managed by the Company upon
completion of the Offerings.
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<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
REVENUES
Net revenues of United Vanguard Homes, Inc. (the "Registrant") represent
gross consolidated revenues of the Registrant, less charitable and SSI
discounts.
Net revenues increased by $157,000, or 9%, from $1,820,000 in the 1995
period to $1,977,000 in the 1996 period. Approximately $85,000 of the increase
represented development fees. Development fees can vary substantially from
quarter to quarter depending upon the number of projects in development, the
percentage of completion and, in certain instances, the project owner's
financial condition. Development fees are generally deferred in periods in which
the project owner's ability to remit such fees is uncertain. Resident and
healthcare services revenues increased by $72,000, or 4%, from $1,820,000 in the
1995 period to $1,892,000 in the 1996 period. Resident and healthcare services
revenues increased as a result of higher rates as well as a slight increase in
occupancy rates.
RESIDENCE OPERATING EXPENSES
Residence operating expenses include all retirement and healthcare center
operating expenses, including, among other things, payroll and employment costs,
food, utilities, repairs and maintenance, insurance and property taxes.
Residence operating expenses increased by $92,000, or 7%, from $1,389,000 in
the 1995 period to $1,481,000 in the 1996 period. During the 1996 period,
payroll costs increased by approximately $59,000 due to salary increases and
additional personnel. Further, in the 1996 period, $27,000 of additional
maintenance was performed at the Registrant's Michigan facilities as part of the
Registrant's refurbishment plan.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses include all marketing costs, as well as
the general and administrative expenses incurred at the Registrant's principal
executive offices. General and administrative expenses include, among other
things, administrative salaries, rent, utilities, insurance and related
expenses.
General and administrative expenses increased by $87,000, or 128%, from
$68,000 in the 1995 period to $165,000 in the 1996 period. The increase is
primarily attributable to increased administrative staff and salary increases.
PROVISION FOR RECOVERY ON ADVANCES TO AFFILIATES
During the 1996 period, the Registrant recognized a recovery of $72,000 due
to repayment of advances from affiliates. During the 1995 period, there was no
provision for (recovery of) loss on advances to affiliates.
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<PAGE>
INTEREST EXPENSE, NET
Interest expense, net, decreased by $43,000 or 24%, from $178,000, in the
1995 period to $135,000 in the 1996 period. The decrease is primarily
attributable to the conversion of $1,305,000 of debt to equity.
DEBT CONVERSION EXPENSE
The Registrant offered its debtholders an inducement in the form of a
reduced conversion price on its then outstanding debt. As a result of such
inducement an aggregate of $1,305,000 of the Registrant's debt was converted
into 347,996 shares of the Registrant's Common Stock effective April 1,1996. As
a result of such inducement, the Registrant issued 167,877 additional shares
upon conversion, the fair value of which, $156,466, has been recorded as debt
conversion expense during the 1996 period.
INCOME TAXES
Income taxes increased by $7,000, or 27%, from $26,000 in the 1995 period to
$33,000 in the 1996 period. The increase in the effective tax rate from 40.7% in
the 1995 period to 46.3% in the 1996 period is primarily due to the
non-deductibility of the debt conversion expense.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant has filed a Registration Statement on Form SB-2 (No.
33-80812) for sale to the public of up to 2,070,000 shares of Common Stock and
2,070,000 common stock purchase warrants ("Warrants"), each warrant to purchase
one-half share of Common Stock. The Registrant has also filed a Registration
Statement on Form SB-2 (No. 333-09037) for sale to the public of up to
$14,375,000 aggregate amount of its Convertible Senior Secured Notes Due 2006
(the "Notes Offering," and, together with the Common Stock Offering, the
"Offerings"). The notes to be sold in the Notes Offering are to be convertible
into shares of Common Stock. The Registrant expects that the Offerings will
commence by October 30, 1996.
The Registrant intends to use the net proceeds of the Offerings and
available lines of credit, together with cash flows from operations and private
placements, to finance its operations (including expenses of additional
personnel required as the Registrant's business grows) and future development
projects. Accordingly, the Registrant believes that the net proceeds to be
realized from the Offerings, together with existing cash balances, cash flow
from operations and available lines of credit, will be sufficient to meet its
liquidity and capital spending requirements for at least 12 months, including
the acquisition of Harvest Village. The Registrant tends to use approximately
$1,750,000 of the net proceeds of the Offerings for capital improvements at the
Initial Properties.
When used in Management's Discussion and Analysis or Plan of Operation, the
words "anticipate," "estimate" and similar expressions are intended to identify
forward-looking statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected, including reduced sales and increases in raw materials and production
costs.
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<PAGE>
Part II -- OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The written consent of a majority of stockholders (73.2%) was delivered
on June 21, 1996.
(b) Matters to which the majority consented were as follows.
(1) Amendment of the Registrant's Certificate of Incorporation to
increase the authorized capital stock of the Registrant from
8,000,000 shares of common stock, $.01 par value per share
("Common Stock") to 15,000,000, consisting of 14,000,000
shares of Common Stock and 1,000,000 shares of preferred
stock, $.001 par value per share.
(2) Approval of a 1-for-1.6667 reverse stock split of the
registrant's Common Stock (the "Reverse Stock Split")
effective August 30, 1996.
(3) Approval of the Registrant's 1996 Outside Directors Stock
Option Plan.
(4) Amendment of the Registrant's 1991 Incentive Stock Option Plan
to increase the number of shares of Common Stock available for
issuance thereunder from 162,000 to 300,000 (after giving
effect to the Reverse Stock Split).
(5) Ratification of an amendment to the Registrant's Bylaws to
provide for three classes of directors, with each class to
serve for a term of three years. Benjamin Frank and Francis S.
Gabreski were designated as the Class I directors, James E.
Eden, Robert S. Hoshino, Jr. and Stanford J. Shuster were
designated as the Class II directors and Carl G. Paffendorf
and Larry L. Laird were designated as the Class III directors.
The initial terms of office of the Class I, Class II and Class
III directors named herein shall expire at the next succeeding
annual meeting of stockholders, the second succeeding annual
meeting of stockholders and the third succeeding annual
meeting of stockholders, respectively.
(6) Ratification of an amendment to the Registrant's Bylaws to
provide that only stockholders may amend, alter or repeal the
provision of the Registrant's Bylaws providing for a Board of
Directors divided into three classes.
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<PAGE>
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11, Computation of Earnings Per Share.
Exhibit 27, Financial Data Schedule.
(b) Report on 8-K
The Registrant filed a report on Form 8-K on May 23, 1996
reporting an Item 4 event.
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<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
/S/CARL G. PAFFENDORF
------------------------------------------
Carl G. Paffendorf (Chairman Of The Board)
/S/PAUL D'ANDREA
------------------------------------------
Paul D'Andrea (VP Finance)
Date: October 17, 1996
-14-
EXHIBIT 11
UNITED VANGUARD HOMES, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
PRIMARY EARNINGS PER SHARE
THREE MONTHS ENDED JUNE 30,
---------------------------------
1995 1996
---------- ----------
<S> <C> <C>
Earnings ............................................................................. $ 38,692 $ 38,605
---------- ----------
Shares
Weighted average shares outstanding(1) ............................................ 1,651,897 2,191,014
Dilutive stock options and warrants ............................................... 30,041 6,152
---------- ----------
Weighted average common and equivalent shares outstanding ............................ 1,681,938 2,197,166
========== ==========
Primary earnings per share ........................................................... $ 0.02 $ 0.02
========== ==========
FULLY DILUTED EARNINGS PER SHARE
THREE MONTHS ENDED JUNE 30,
---------------------------------
1995 1996
---------- ----------
Earnings ............................................................................. $ 38,692 $ 38,605
Net interest expense related to convertible debt ..................................... 41,056 20,448
---------- ----------
Adjusted net earnings ............................................................. 79,748 59,053
---------- ----------
Shares
Weighted average shares outstanding(1) ............................................ 1,651,897 2,191,014
Dilutive stock options and warrants ............................................... 30,041 6,152
Common shares issuable upon conversion ............................................... 400,280 190,876
---------- ----------
Weighted average common and equivalent shares outstanding ............................ 2,082,216 2,388,042
========== ==========
Filly diluted earnings per share ..................................................... $ 0.04 $ 0.02
========== ==========
</TABLE>
(1) Excluded from the weighted average shares outstanding are 46,936 common
shares to be held in escrow, for which the conditions for release are
not currently being met.
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-QSB FOR THE QUARTER ENDED AUGUST 31, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 843,843
<SECURITIES> 0
<RECEIVABLES> 651,836
<ALLOWANCES> 40,000
<INVENTORY> 0
<CURRENT-ASSETS> 1,975,878
<PP&E> 5,963,115
<DEPRECIATION> 3,588,755
<TOTAL-ASSETS> 6,386,445
<CURRENT-LIABILITIES> 6,157,067
<BONDS> 1,600,290
0
0
<COMMON> 22,410
<OTHER-SE> (1,711,627)
<TOTAL-LIABILITY-AND-EQUITY> 6,386,445
<SALES> 0
<TOTAL-REVENUES> 1,976,849
<CGS> 0
<TOTAL-COSTS> 1,634,067
<OTHER-EXPENSES> 135,610
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 135,317
<INCOME-PRETAX> 71,855
<INCOME-TAX> 33,255
<INCOME-CONTINUING> 38,605
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 38,605
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
