===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
----
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For fiscal year ended December 31, 1995 Commission file Number 1-8431
---------
AMERICANA HOTELS AND REALTY CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 36-3163723
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
535 Boylston Street, Boston, MA 02116
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code - (617) 247-3358
---------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $1.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES X NO
---- -----
The aggregate market value of the common stock held by non-affiliates of the
registrant outstanding as of March 1, 1996 based on the closing price on the New
York Stock Exchange was $18,758,000. The number of shares of common stock
outstanding as of March 1, 1996 was 6,524,375.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's definitive proxy statement for the 1996 Annual
Meeting of stockholders are incorporated by reference in Parts I and III hereof.
Such proxy statement will be filed with the Securities and Exchange Commission
no later than 120 days after the registrant's year ended December 31, 1995.
===============================================================================
Page 1 of 27 Exhibit index located at page 24.
1
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
1995 FORM 10-K ANNUAL REPORT
Table of Contents
PART I
PAGE
----
Item 1. Business............................................... 3
Item 2. Properties............................................. 7
Item 3. Legal Proceedings...................................... 7
Item 4. Submission Of Matters to a Vote Of Security Holders.... 7
PART II
Item 5. Market For Registrant's Common
Equity and Related Stockholder Matters......... 8
Item 6. Selected Financial Data.......................... 8
Item 7. Management's Discussion and Analysis Of
Financial Condition and Results Of Operations.. 9
Item 8. Financial Statements and Supplementary Data...... 11
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure......... 21
PART III
Item 10. Directors and Executive Officers of
The Registrant................................. 22
Item 11. Executive Compensation........................... 23
Item 12. Security Ownership of Certain Beneficial
Owners and Management.......................... 23
Item 13. Certain Relationships and Related Transactions... 23
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports On Form 8-K........................ 24
SIGNATURES
2
<PAGE>
PART I
ITEM 1. BUSINESS
General
Americana Hotels and Realty Corporation ("AHRC" or the "Corporation") was
incorporated under the laws of the State of Maryland in December 1981. The
Corporation's principal business objective was investing in hotels, resorts, and
other facilities in the accommodations field. The Corporation has qualified as a
Real Estate Investment Trust (a "REIT") under Sections 856-860 of the Internal
Revenue Code since its inception.
On June 28, 1988 the stockholders of the Corporation approved a Plan of
Disposition of Assets and Liquidation (the "Plan of Liquidation") whereby all
the remaining investments held by the Corporation would be disposed of and the
proceeds distributed to stockholders in complete liquidation of the Corporation.
Consistent with the Plan, the Corporation proceeded to dispose of its
investments and has made liquidating distributions of $8.00 per share on August
1, 1989, $3.50 per share on December 14, 1990, $0.75 per share on April 7, 1992,
and $0.50 per share on March 6, 1995. As of December 31, 1995, the Corporation's
remaining real estate investments consist of ownership interests in a
non-operating hotel property acquired by foreclosure and a restructured first
mortgage loan. The Corporation is actively pursuing transactions for the
disposition of these two investments.
Pursuant to an advisory agreement, Americana Corporation (the Advisor), advises
the Corporation with respect to its investments and administers the day-to-day
operations of the Corporation, subject to the supervision of the Corporation's
Board of Directors. The advisory agreement is more fully described herein under
"Advisory Agreement".
History
The Corporation commenced operations in November 1982 when it received
approximately $112 million in proceeds of a public offering of its common
shares. The Corporation was sponsored by Americana Hotels Corporation ("AHC"), a
privately owned company. Using the proceeds of the public offering, the
Corporation provided long term mortgages with equity participations on 21 hotels
which were managed, and through subsidiaries or affiliates were owned in whole
or in part by AHC.
Toward the end of 1985 it became apparent that the operating results of the
hotel properties in which the Corporation had invested had dramatically
worsened. In addition to these adverse developments and other developments
separate and apart from its arrangement with the Corporation, AHC informed the
Corporation that, except on an interim basis in order to permit the phasing in
of a new investment advisor and new hotel managers, AHC did not intend to
continue to act as the Corporation's investment advisor or continue to manage
the hotel properties in which the Corporation had invested.
To respond to these events, the Board of Directors of the Corporation and AHC
developed a Restructuring Plan in February 1986. The Restructuring Plan called
for termination of the relationship with AHC and its affiliates and the creation
of new advisory arrangements. The Restructuring Plan also called for the
disposition or restructuring of the
3
<PAGE>
ownership and management of the hotel properties in which the Corporation had
investments. Several properties were authorized for sale, with the Corporation's
net proceeds from the dispositions to be used to repay bank borrowings and
renovate the hotels to be retained. Thus, it was anticipated that at the
completion of the renovation phase of the Restructuring Plan, the Corporation
would have a significantly smaller portfolio of investments, but of a higher
quality and with improved earnings potential.
Under the Restructuring Plan, during 1986 and 1987 the Corporation disposed of
or restructured all of its hotel investments, with total net losses of
approximately $16.5 million charged to the Investment Loss Reserve. At the end
of 1987 the Corporation held 12 hotel investments, three owned subject to a
lease, three acquired by deed in lieu of foreclosure, three short-term
mortgages, and three land leaseback/mortgage loans subject to a purchase option.
Plan of Disposition of Assets and Liquidation of the Corporation
While progress under the Restructuring Plan had been significant, in early 1988
the Directors initiated a review of alternatives for maximizing stockholder
value. The Directors authorized the Plan of Disposition of Assets and
Liquidation after it concluded that a program combining the orderly disposition
of the investments and subsequent distribution of funds to stockholders was the
best way to maximize values for stockholders. The Plan of Disposition of Assets
and Liquidation was approved by a vote of the stockholders on June 28, 1988.
Under the Plan of Disposition of Assets and Liquidation, the Corporation
disposed of its interests in three properties during 1988; three properties
during 1989; two properties in 1990; and one property in 1992. In 1994, the
Corporation received repayment of its second mortgage loan on a hotel property
in Wilmington, North Carolina and in 1995, sold its hotel property in Kansas
City, Missouri. In March 1996 the Corporation sold its restructured first
mortgage loan on the JFK Airport Hilton.
Investments Held for Disposition
At December 31, 1995 the Corporation's portfolio consisted of the following
investments:
Hotel Property Form of Total
and Location Investment Investment(1)
- ------------- ---------- ------------
JFK Airport Hilton(2) Restructured first $14,500,000
JFK Airport, NY mortgage loan
Canyon Resort Hotel Leasehold interest in 12,170,000
Palm Springs, CA foreclosed property ____________
$26,670,000
===========
(1) Investment amount is at cost before application of the Investment Loss
Reserve balance of $2,187,000 at December 31, 1995.
(2) The first mortgage loan on the 330 room JFK Airport Hilton was originally
due June 30, 1990, but was not repaid at maturity and the borrower filed
for protection under Chapter 11 of the Bankruptcy Code in January, 1992.
As of December 31, 1994, the Corporation and the
4
<PAGE>
borrower agreed to a Plan of Reorganization, approved by the Bankruptcy
Court, which modified some of the terms of the mortgage loan and reinstated
the payment of interest on a current basis. In March 1996 this loan was
sold and the Corporation received net cash proceeds of $12,276,000. This
sale resulted in a loss of $2,224,000 which was charged to the Investment
Loss Reserve. See Notes to Financial Statements for additional information.
The leasehold interest in the Canyon Resort property was acquired by
foreclosure in September 1988. Title to the fee simple estate of the
property, consisting of approximately 500 acres, is vested as restricted
Indian land through the United States Department of Indian Affairs. The
master ground lease expires in the year 2031. The Corporation's leasehold
interest in the property consists of a 173 room hotel and convention
center which has been closed since June, 1987; an operating 18 hole public
golf course; and subleases on approximately 550 homesites and a private
golf course and country club. The subleases have annual rentals, including
fixed and percentage payments, which currently are approximately $900,000.
Due to the Corporation's status as a trustee resulting from the
foreclosure sale, the Corporation is not currently paying ground rent
under the Indian master lease.
In December 1989, the Corporation entered into a purchase and sale
agreement to sell its leasehold interest in the property to a potential
buyer who planned a major development project on and around the hotel and
golf course sites. Master plan approval was obtained in 1993; however,
the potential buyer deferred closing the transaction after several
lawsuits were filed challenging the redevelopment zone. Further delays
resulted in 1994 when the potential buyer was unable to obtain financing
commitments for the project. The Corporation has executed extension
agreements to the purchase and sale agreement, the most recent of which
was signed in November, 1994, extending the agreement through June, 1995
for consideration of $60,000 per month. The potential buyer requested
this extension to seek additional financing sources to replace its
original financial partner. Although no extension has been granted since
that date, the Corporation is still negotiating with the potential buyer.
Through June 30, 1995, the potential buyer has paid to the Corporation a
total of $2.7 million in non-refundable fees in order to retain the right
to purchase the leasehold interest. The potential buyer has informed the
Corporation that interem financing is being arranged it and is in the
process of negotiating a financing in order to complete the acquisition
of the leasehold interest. Although these negotiations continue, the
Corporation has no evidence of the potential buyer's financing, and there
can be no assurance that a closing will ultimately take place. If the
potential buyer fails to obtain financing, the Corporation intends to put
the property back on the market for sale. The price that the Corporation
can attain from a sale of the leasehold interest will be dependent upon a
number of factors, including the ability of the Corporation to allow the
property to be exposed to the open market for a reasonable period.
Although there can be no absolute assurance as to the ultimate sales
price that can be achieved, the Corporation currently believes the
carrying value of the Canyon Resort at December 31, 1995 can be recovered
in a sales transaction.
Advisory Agreement
Americana Corporation (the Advisor) administers the day-to-day operations of the
Corporation and provides executive and administrative personnel, office space,
and services as may be required in connection with the performance of services
for the Corporation. It conducts negotiations with respect to the investments of
the Corporation and provides investigation and reports as the Directors may
request in formulating and modifying policies of the Corporation with respect to
its investments.
The advisory agreement provides that directors, officers, or employees of the
Advisor may serve as directors, officers or employees of the Corporation; and
that the Advisor or any director, officer, or employee of the Advisor may engage
in any other business or render services of any kind to any other entity; and
that the Advisor and its affiliates will be indemnified against certain
liabilities in connection with the Advisor's performance of its obligations
under the advisory agreement. The Corporation's President, George H. Bigelow,
and Chief Financial Officer, Morris W. Kellogg, are the shareholders of the
Advisor. Of the four Directors of the Corporation, only one, George H. Bigelow,
is affiliated with the Advisor.
The advisory agreement provides for a base fee of $400,000 annually plus a 10%
incentive fee on net gains from property dispositions and a 15% incentive fee
based on proceeds in excess of defined amounts from property dispositions. In
May 1994, the Corporation increased the advisory fee by $15,000 a month to
reflect the additional time and services the Advisor was continuing to provide.
In November 1995 this additional amount was reduced to $5,000 a month. The
advisory agreement can be terminated upon two months' notice by the Corporation,
or six months' notice by the Advisor, and has no provision for payment of
termination fees.
Aggregate fees paid to the Advisor were $560,000 in 1995, $580,000 in 1994, and
$512,000 in 1993.
5
<PAGE>
Employees
On December 31, 1995, the Corporation had no employees. The Advisor provides all
the executive and administrative personnel required by the Corporation.
Federal Income Tax
The Corporation has elected to qualify as a real estate investment trust
("REIT") under Sections 856-860 (the "REIT Provisions") of the Internal Revenue
Code (the "Code"). Under the REIT Provisions a real estate investment trust is
generally not subject to Federal income tax with respect to income which it
distributes to its stockholders. It is anticipated that the Plan of Liquidation
will be carried out in a manner which will allow the Corporation to continue to
meet the requirements of the REIT Provisions until the distribution of all its
assets to the stockholders.
In order to maintain its status as a REIT the Corporation must, among other
things, continue to derive its income from qualified sources and make
distributions to the stockholders of substantially all of its income, including
gains realized on sales of assets during the liquidation. Moreover, less than
30% of its gross income in each taxable year may be derived from (i) the sale or
disposition of real property held for less than four years, other than property
designated "foreclosure property" in accordance with the applicable provisions
of the Code, (ii) "prohibited transactions," that is, sales of property held
primarily for sale to customers in the ordinary course of a trade or business,
other than sales of property designated "foreclosure property" in accordance
with the applicable provisions of the Code, and (iii) sales of stock or
securities held less than six months. Even if the Corporation continues to
satisfy the REIT requirements, any net gain from "prohibited transactions" would
be subject to tax at the rate of 100%.
While it is expected that the Corporation will continue to qualify under the
REIT Provisions for the period prior to the distribution of all its assets to
the stockholders, no assurance can be given that the Corporation will not lose
or terminate its status under the REIT Provisions as a result of unforeseen
circumstances. Should the Corporation lose its status as a REIT, either
inadvertently or because the Directors deem such loss to be in the best
interests of the Corporation's stockholders, it would be taxable as a
corporation for Federal income tax purposes and would be liable for Federal
income taxes with respect to its taxable income, beginning with the taxable year
in which its qualification under the REIT Provisions was terminated. There are
existing net operating loss carryforwards of $4.4 million at December 31, 1995,
expiring between the years 2002 and 2006, that would be available to reduce any
taxable income.
Distributions in liquidation will not be dividend income when received by
stockholders. Distributions in liquidation are first used to reduce the basis of
a stockholder's stock in the Corporation (non-taxable return of capital), with
any excess constituting a capital gain if the stock is held as a capital asset.
If the sum of all liquidating distributions is less than a stockholder's basis
in his stock, the difference will constitute a capital loss. As of December 31,
1995 , the Corporation had made liquidating distributions totaling $12.75 per
share.
6
<PAGE>
ITEM 2. PROPERTIES
The Corporation's assets consist of investments in hotel and resort properties
referred to under Item 1 above, to which reference is hereby made for a
description of the properties. Also see Notes to Financial Statements, and
Schedules III and IV of the Financial Statement Schedules.
ITEM 3. LEGAL PROCEEDINGS
On January 29, 1992, the borrower on the first mortgage loan on the JFK Airport
Hilton filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court, Eastern District of New York. As of December 31, 1994,
the Corporation and the borrower agreed to a restructuring of the mortgage loan
and the Bankruptcy Court approved the borrower's Plan of Reorganization.
On December 31, 1995 there were no other material pending legal proceedings to
which the Corporation was a party or to which any of its investments were
subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
This item is not applicable, as no matter was submitted to the Corporation's
stockholders during the fourth quarter of the fiscal year covered by this
report.
7
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
The Corporation's shares of common stock are traded on the New York Stock
Exchange under the symbol "AHR". As of February 1, 1996, the number of
stockholders known to the Corporation was approximately 1,000. Because a
substantial number of stockholders' shares are held in custody, commonly called
"Street Name", the Corporation estimates that the total number of individual
stockholders is approximately 10,000. The Corporation declared quarterly
dividends from commencement of business in 1982 through 1985, and has not
declared dividends since 1985. The Corporation paid an initial liquidating
distribution of $8.00 on August 1, 1989; a second liquidating distribution of
$3.50 on December 14, 1990; a third liquidating distribution of $0.75 on April
7, 1992; and a fourth liquidating distribution of $0.50 on March 6, 1995.
Stock Prices
-------------- Liquidating
High Low Distributions
---- --- -------------
1995
Quarter Ended:
March 31................... $3 5/8 $2 7/8 $0.50
June 30.................... 3 3/8 3 1/8 -
September 30............... 3 5/8 3 -
December 31................ 3 1/2 3 1/8 -
1994
Quarter Ended:
March 31................... $2 7/8 $2 5/8 -
June 30.................... 2 5/8 2 1/4 -
September 30............... 2 3/4 2 1/2 -
December 31................ 3 2 1/2 -
ITEM 6. SELECTED FINANCIAL DATA
(In thousands, except per share data)
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Short-Term Investments $ 4,165 $ 3,446 $ 600 $ 400 $ 1,000
Assets $28,958 $33,038 $35,062 $ 35,492 $ 40,463
Mortgage Loans Payable $ 3,036 $ 3,489 $ 3,901 $ 4,276 $ 4,617
Revenues $ 2,053 $ 1,966 $ 1,422 $ 534 $ 984
Net Earnings (Loss) $ (282) $(1,591) $ 324 $ 1,275 $ (1,438)
Net Earnings (Loss)
Per Share $(.04) $(.24) $.05 $.20 $(.22)
Dividends Declared
Per Share - - - - -
Liquidating Distributions
Per Share $.50 $ - $ - $.75 $ -
</TABLE>
8
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
a) Liquidity and Capital Resources
At December 31, 1995 the Corporation had $4,254,000 of cash and
short-term investments and held two investments for disposition. In
March 1996 the Corporation sold its restructed morgage loan on the JFK
Hilton Hotel and received net cash proceeds of $12,276,000.
The Corporation has no material commitments for capital expenditures or
renovations to be made on its remaining property. However, pending the
final liquidation of the Corporation capital may be needed for the
Corporation's operating deficits and payment of the approximately $3
million mortgage loan due in 1997. The Corporation believes it has
adequate liquidity available for its foreseeable needs from resources
on hand. It is anticipated that the Corporation will continue to make
liquidating distributions to stockholders as funds are available.
b) Results of Operations
1995 versus 1994
Results for the year ended December 31, 1995 produced a net loss of
$282,000 or $(.04) per share. The 1995 results were comprised of
$818,000 of income from operations and a charge of $1,100,000 for an
addition to the Investment Loss Reserve. This additional loss provision
reflects the anticipated loss from the sale of the mortgage note on the
JFK Airport Hotel based upon a sale finalized on March 27, 1996. The
results of operations for 1994 were a net loss of $1,591,000 or $(.24)
per share, comprised of $409,000 of income from operations and a charge
of $2,000,000 for an addition to the Investment Loss Reserve related to
the sale of the Kansas City hotel property.
Interest income increased 4% in 1995 compared to 1994. In 1995 interest
income included earnings from the six month purchase money note
received upon the sale of the Kansas City property in February 1995 and
increased short-term investments interest due to larger investment
balances in 1995 compared to 1994. The increase in 1995 interest is net
of a small decrease (5%) in the monthly interest received on the
restructured mortgage on the JFK Airport Hotel. In 1994 the Corporation
received court mandated payments of $150,000 a month and in 1995 under
the restructured loan monthly interest payments were $143,000 a month.
Advisory fees decreased slightly in 1995 compared to 1994 due to a
reduction in the advisory agreement's base fee effective in November,
1995.
The administrative expenses incurred in 1995 increased 5% over 1994.
Included in this change was a 47% increase in the costs of the
Directors' Deferred Compensation Plan due to an increase in the
Corporation's stock price. There was also a 30% decrease in the cost of
the D&O Insurance because of lower premiums.
9
<PAGE>
Legal Expense decreased approximately 69% in 1995 compared to 1994 due
to the conclusion of the bankruptcy proceedings related to the borrower
on the JFK Airport Hotel mortgage loan.
Operating results from the foreclosed property in Palm Springs,
California were approximately break-even for both 1995 and 1994.
1994 versus 1993
Results for the year ended December 31, 1994 produced a net loss of
$1,591,000 or $(.24) per share, compared to 1993 net earnings of
$324,000. The 1994 results were comprised of $409,000 of income from
operations and a charge of $2,000,000 for an addition to the Investment
Loss Reserve. This additional loss provision reflects the anticipated
loss from the sale of the Kansas City property based upon a sale
contract finalized in January, 1995.
Interest income in both 1994 and 1993 relates to monthly $150,000
court-mandated payments from the mortgage loan on the JFK Airport
Hotel, while in default, and from the loan on a hotel property in
Wilmington, North Carolina, which loan was repaid in March, 1994.
Advisory fees increased in 1994 compared to 1993 due to a change in the
advisory agreement's base fee approved in May, 1993.
The total administrative expenses incurred in 1994 decreased $44,000
compared to 1993 expenses. However, in 1993 $392,000 of administrative
expenses incurred were charged to the liquidation reserve, while in
1994 only $15,000 was charged to the reserve. The liquidation reserve
was established in 1990 for anticipated expenses of the Corporation's
plan of liquidation. The $900,000 remaining balance in the liquidation
reserve was estimated to be appropriate for the anticipated expenses of
the Corporation's ultimate liquidation, and, therefore, all subsequent
administrative expenses were charged to operations instead of to the
liquidation reserve.
Legal Expense increased approximately 13% in 1994 compared to 1993 due
to the legal activity, including several court hearings, on the
bankruptcy proceedings related to the borrower on the JFK Airport Hotel
mortgage loan.
The combined operations from the two foreclosed properties (Palm
Springs, California and Kansas City, Missouri) was a loss of
approximately $600,000 in 1994 compared to a break-even in 1993. This
net loss was charged to the investment loss reserve and was principally
due to significantly increased operating losses at the property in
Kansas City, Missouri and a decline in the net earnings from the Palm
Springs, California property.
10
<PAGE>
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AMERICANA HOTELS AND REALTY CORPORATION
Index to Financial Statements and Schedules
Page
----
Independent Auditors' Report.................................. 12
Financial Statements:
Balance Sheet
December 31, 1995 and 1994........................... 13
Statement of Earnings
Years ended December 31, 1995, 1994 and 1993 ......... 14
Statement of Stockholders' Equity
Years ended December 31, 1995, 1994 and 1993......... 15
Statement of Cash Flows
Years ended December 31, 1995, 1994 and 1993......... 16
Notes to Financial Statements............................. 17
Schedules:
Schedule III, Real Estate and Accumulated Depreciation..... 25
Schedule IV, Mortgage Loans on Real Estate............... 26
Other schedules are omitted for the reasons that they are not required, are not
applicable, or the required information is set forth in the financial statements
or notes thereto.
11
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Directors and Stockholders
Americana Hotels and Realty Corporation:
We have audited the financial statements of Americana Hotels and Realty
Corporation as listed in the accompanying index. In connection with our audits
of the financial statements, we also have audited the financial statement
schedules as listed in the accompanying index. These financial statements and
financial statement schedules are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 2 to the financial statements, the Corporation has adopted
a Plan of Disposition of Assets and Liquidation. In connection with the Plan,
the Corporation will dispose of its assets, settle its liabilities, distribute
the proceeds to its stockholders and dissolve the Corporation.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Americana Hotels and Realty
Corporation as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for each of the years in the three-year period ended December
31, 1995 in conformity with generally accepted accounting principles. Also in
our opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein.
KPMG Peat Marwick LLP
Boston, Massachusetts
March 28, 1996
12
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
Balance Sheet
December 31,
------------
1995 1994
ASSETS ---- ----
Investments held for disposition $26,670,000 $32,090,000
Less: Investment loss reserve (2,187,000) (3,770,000)
----------- -----------
Net investments 24,483,000 28,320,000
Cash 89,000 1,140,000
Short-term investments, at cost, which
approximates market 4,165,000 3,446,000
Accrued interest receivable 143,000 -
Other assets 78,000 132,000
----------- -----------
$28,958,000 $33,038,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable $ 133,000 $ 258,000
Accrued fees and expenses 1,143,000 1,101,000
Liquidation reserve 900,000 900,000
Mortgage loan payable 3,036,000 3,489,000
----------- -----------
5,212,000 5,748,000
----------- -----------
Stockholders' Equity
Common stock - $1.00 par value,
20,000,000 shares authorized,
6,524,375 shares outstanding 6,524,000 6,524,000
Additional paid-in capital 21,676,000 24,938,000
Accumulated deficit (4,454,000) (4,172,000)
----------- -----------
23,746,000 27,290,000
----------- -----------
$28,958,000 $33,038,000
=========== ===========
See notes to financial statements.
13
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
Statement of Earnings
Year Ended December 31,
----------------------
1995 1994 1993
---- ---- ----
Revenues
Interest income $2,053,000 $1,966,000 $1,422,000
Expenses
Advisory fees 560,000 580,000 512,000
Administrative expenses:
Directors' fees 118,000 114,000 129,000
Deferred compensation plan 125,000 85,000 46,000
D&O Insurance 99,000 141,000 145,000
Shareholder relations 66,000 57,000 69,000
Other 110,000 96,000 148,000
Less: Charge to
Liquidation reserve - (15,000) (392,000)
Legal expenses 157,000 499,000 441,000
----------- ----------- -----------
1,235,000 1,557,000 1,098,000
----------- ----------- -----------
Earnings before provision
for investment losses 818,000 409,000 324,000
Provision for investment
losses 1,100,000 2,000,000 -
----------- ----------- -----------
Net earnings (loss) $ (282,000) $(1,591,000) $ 324,000
============ ============ ===========
Net earnings (loss)
per share $(.04) $(.24) $.05
Average number of shares
outstanding 6,524,000 6,524,000 6,524,000
See notes to financial statements.
14
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
Statement of Stockholders' Equity
Years Ended December 31, 1995, 1994, and 1993
Common Stock Additional
-------------------- Paid-In Accumulated
Shares Amount Capital Deficit
------ ------ ------- -----------
Balance at
December 31, 1992 6,524,375 $ 6,524,000 $24,938,000 $(2,905,000)
Net earnings 324,000
--------- ----------- ----------- -----------
Balance at
December 31, 1993 6,524,375 6,524,000 24,938,000 (2,581,000)
Net (loss) (1,591,000)
--------- --------- ---------- ----------
Balance at
December 31, 1994 6,524,375 6,524,000 24,938,000 (4,172,000)
Liquidating
Distribution (3,262,000)
Net (loss) (282,000)
--------- ---------- ----------- ------------
Balance at
December 31, 1995 6,524,375 $ 6,524,000 $21,676,000 $(4,454,000)
========= =========== =========== ===========
See notes to financial statements.
15
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
Statement Of Cash Flows
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------
1995 1994 1993
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net earnings(loss) $ (282,000) $(1,591,000) $ 324,000
Adjustments to net earnings(loss):
Operating losses of foreclosed
properties charged to
investment loss reserve - (555,000) -
Provision for investment losses 1,100,000 2,000,000 -
Decrease(Increase) in accrued
interest receivable (143,000) 32,000 (8,000)
Decrease in other assets 54,000 1,000 -
Increase(decrease) in accounts
payable and accrued expenses (83,000) (6,000) 13,000
Decrease in liquidation
reserve - (15,000) (392,000)
---------- ----------- ----------
Net Cash Provided by (Used in)
Operating Activities 646,000 (134,000) (63,000)
---------- ---------- ----------
Cash Flows from Investing Activities
Disposition/reduction
of investments 2,737,000 1,060,000 350,000
Principal payments received - 3,400,000 200,000
---------- ---------- -----------
Net Cash Provided by
Investing Activities 2,737,000 4,460,000 550,000
---------- ---------- -----------
Cash Flows from Financing Activities
Amortization of mortgage
loan payable (453,000) (412,000) (375,000)
Liquidating distributions (3,262,000) - -
------------ ----------- -----------
Net Cash Used in
Financing Activities (3,715,000) (412,000) (375,000)
---------- ----------- -----------
Increase/(Decrease) in Cash
and Short-term Investments (332,000) 3,914,000 112,000
Cash and Short-term Investments
At Beginning of the Year 4,586,000 672,000 560,000
----------- ----------- ----------
Cash and Short-term Investments
At End of the Year $4,254,000 $ 4,586,000 $ 672,000
========== =========== ==========
</TABLE>
See notes to financial statements.
16
<PAGE>
AMERICANA HOTELS AND REALTY CORPORATION
Notes to Financial Statements
December 31, 1995, 1994 and 1993
1. Significant Accounting Policies
Basis of Presentation
The financial statements are prepared on the accrual basis of accounting in
accordance with generally accepted accounting principles. The preparation
of financial statements requires the Corporation 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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Federal Income Taxes
The Corporation has qualified and has elected to be taxed as a real estate
investment trust under Sections 856-860 of the Internal Revenue Code.
Accordingly, no provisions have been made for Federal income taxes in the
financial statements.
Recognition of Interest
Interest income is reported when earned. Income is not recorded to the
extent scheduled payments are delinquent by more than 60 days, or earlier
should circumstances indicate collectability is uncertain.
Fair Value of Financial Instruments
The Corporation's financial instruments, other than debt are generally
short-term in nature and contain minimal credit risk. The carrying amount
of these assets and liabilities on the balance sheet are assumed to be at
fair value. The Corporation's mortgage loan payable is at a fixed-rate, and
when compared with borrowing rates currently available to the Corporation
with similar terms, approximates fair value. The Corporation places its
short-term cash investments with one financial institution. Cash balances
are insured by the Federal Deposit Insurance Corporation up to $100,000,
and at December 31, 1995 the Corporation's uninsured cash balance totaled
$4,154,000.
Foreclosed Properties
Properties acquired through foreclosure or a deed in lieu of foreclosure
are recorded at the lower of their cost or fair value at the date of
acquisition. Operating losses or income of foreclosed properties, including
related interest expense, are charged or credited to the investment loss
reserve.
Investment Loss Reserve
The Corporation provides an investment loss reserve and regularly evaluates
it for adequacy based upon comparing the carrying value of individual
investments with their estimated net realizable value, including the
estimated cost of holding the property through disposition. While it is
believed that the investment loss reserve is adequate, it is reasonably
possible that adjustments may be necessary in the near term.
Preferred Stock
The Corporation has 15,000,000 shares of $1.00 par value preferred stock
authorized but not issued.
17
<PAGE>
Statement of Cash Flows
For purposes of the statement of cash flows, the Corporation considers all
short-term investments with maturities, at date of purchase, of three
months or less to be cash equivalents. Cash paid for interest related to
the mortgage loan payable on the foreclosed property in Palm Springs,
California, which interest was charged to the property's operations, was
$312,000 in 1995, $353,000 in 1994, and $390,000 in 1993.
2. Plan of Disposition of Assets and Liquidation
On June 28, 1988 the Stockholders of the Corporation approved a Plan of
Disposition of Assets and Liquidation whereby all the remaining investments
held by the Corporation will be sold and the proceeds will be distributed
to stockholders in complete liquidation and dissolution of the Corporation.
The Corporation made liquidating distributions of $8.00 per share on August
1, 1989, $3.50 per share on December 14, 1990, $.75 per share on April 7,
1992, and $.50 per share on March 6, 1995.
3. Advisory Agreement
In accordance with an advisory agreement, Americana Corporation (the
"Advisor") advises the Corporation with respect to its investments and
administers the day-to-day operations of the Corporation, all subject to
the general supervision of the Corporation's Board of Directors. The
officers and shareholders of the Advisor are officers of the Corporation,
and one of the Directors of the Corporation is a shareholder of the
Advisor.
The advisory agreement provides for an annual base fee and an incentive fee
equal to 10% of the excess, if any, of net gains over net losses from the
disposition of specified investments and a 15% incentive fee based on
proceeds in excess of defined amounts from the sale of properties. The
agreement may be terminated upon two months notice by the Corporation or
six months notice by the Advisor; there is no termination fee.
Aggregate fees paid to the Advisor were $560,000 in 1995, $580,000 in 1994,
and $512,000 in 1993.
18
<PAGE>
4. Investments Held for Disposition
December 31,
----------------------
1995 1994
---- ----
Mortgage loans:
A first mortgage loan on a 330-room hotel
located at the JFK Airport in New York.
As of December 31, 1994, the loan was
restructured as part of the Corporation's
agreement to the borrower's Plan of
Reorganization. The modified loan is a
first mortgage, at 10 3/4% interest due
December 31, 1998, extendible for up to
two years if specific debt service
coverage is achieved by the property. $14,500,000 $14,500,000
Foreclosed properties:
482-room closed hotel in Kansas
City, Missouri, acquired in April,
1987, by deed in lieu of foreclosure. - 5,000,000
Leasehold interest in a 173-room closed
hotel, with an operating golf course
and subleases on approximately 500
homesites, in Palm Springs, California,
acquired by foreclosure in September, 1988.
The property is subject to a first
mortgage with a balance of $3,036,000
at December 31, 1995. 12,170,000 12,590,000
----------- -----------
Total 26,670,000 32,090,000
Less investment loss reserve (2,187,000) (3,770,000)
----------- ----------
Net investments $24,483,000 $28,320,000
=========== ===========
5. Investment Loss Reserve
The activity in the Corporation's investment loss reserve is summarized
as follows:
(000's Omitted)
1995 1994 1993
------ ------ -----
Balance at beginning of year $3,770 $2,325 $2,325
Provision for losses 1,100 2,000 -
Amounts charged off, net (2,683) - -
Operations of foreclosed properties - (555) -
------ ------ ------
Balance at end of year $2,187 $3,770 $2,325
====== ====== ======
6. Liquidation Reserve
In 1990 the Corporation established a liquidation reserve of $2,500,000 for
ongoing administrative expenses under the Plan of Liquidation and future
costs to complete the final liquidation. Through 1993, liquidation-related
administrative expenses were charged
19
<PAGE>
to the liquidation reserve. The $900,000 remaining balance in the
liquidation reserve is currently estimated to be appropriate for the
anticipated expenses of the Corporation's ultimate liquidation, and,
therefore, all administrative expenses are now being charged to operations
instead of the liquidation reserve.
7. Mortgage Loan Payable
The mortgage loan payable is a first mortgage on the foreclosed property in
Palm Springs, California, without recourse to the Corporation, interest at
9.5%, due in 1997. The scheduled principal amortization is approximately
$500,000 for 1996, and $2,536,000 in 1997. Total mortgage interest expense
paid was $312,000 in 1995, $353,000 in 1994 and $390,000 in 1993.
8. Related Party Transactions
During 1993, the Corporation paid $60,000 in consulting fees to Property
Capital Associates, Inc., a corporation wholly owned by John A. Cervieri
Jr., Chairman of the Corporation. The Corporation also paid $36,000 in
consulting fees to Akin Bay Company, a partnership which is approximately
50% owned by William A. Kaynor, a director of the Corporation.
9. Deferred Compensation Plan
In 1983, the Corporation adopted a Directors' Deferred Compensation Plan
whereby Directors may elect to defer payment of their fees until a future
date. The plan included an option to allow fees to be notionally invested
in the Corporation's shares. Deferred fees are credited interest at a rate
of prime plus 1/2%, and as liquidating distributions are made corresponding
amounts are paid on any notional share balances. Total deferred payments
outstanding were $893,000 and $851,000 at December 31, 1995 and 1994,
respectively.
10. Subsequent Event
On March 27, 1996 the Corporation received net cash proceeds of $12,276,000
on the sale of its restructured first mortgage loan on the JFK Airport
Hilton. The sale resulted in a loss of $2,224,000 which was charged to the
investment loss reserve in the first quarter of 1996. During 1995, the
Corporation provided an addition to the investment loss reserve of
$1,100,000 in anticipation of this sale, so that at December 31, 1995 the
net investment balance reflected fair value based upon the terms of the
actual sale.
20
<PAGE>
11. Quarterly Financial Data (Unaudited)
The following is a summary of the unaudited quarterly financial information
for the years ended December 31, 1995 and 1994.
Year Ended December 31, 1995
----------------------------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Revenues $ 517,000 $ 506,000 $ 500,000 $ 530,000
Net earnings (loss) $ 125,000 $ 168,000 $ 228,000 $(803,000)
Net earnings (loss)
per share $.02 $.02 $.04 $(.12)
Cash dividends declared
per share - - - -
Liquidating distribution
per share $.50 - - -
Year Ended December 31, 1994
-----------------------------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Revenues $ 500,000 $ 476,000 $ 495,000 $ 495,000
Net earnings (loss) $ 41,000 $ 56,000 $ 190,000 $(1,878,000)
Net earnings (loss)
per share $.01 - $.03 $(.28)
Cash dividends declared
per share - - - -
Liquidating distribution
per share - - - -
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
21
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following information pertains to the Directors and Executive Officers of
the Corporation as of March, 1996.
<TABLE>
<CAPTION>
a) Directors
Principal Occupations and
Business Experience for Past
Name Age Five Years and Directorships
- ---- --- -----------------------------
<S> <C> <C>
George H. Bigelow 53 President, Americana Corporation, Boston,
(President) Massachusetts since March 1986; Chairman, President
and Chief Executive Officer, HCW Properties
Incorporated, Boston, Massachusetts 1984-1986;
Senior Vice President and Chief Investment Officer,
Paine Webber Properties Incorporated, Boston,
Massachusetts 1981-1984.
John A. Cervieri Jr. (1) 65 Managing Trustee of Property Capital
(Chairman of the Board) Trust, Boston, Massachusetts since 1969; Chairman
and President of Property Capital Associates, Inc.
and its affiliates since 1971; Director of
BayBanks, Inc., Boston, Massachusetts
since 1980.
William A. Kaynor (1)(2) 72 Senior Counsel to law firm of Davis Polk &
Wardwell, New York, 1991; Partner, Akin Bay
Company, Securities, New York City, 1991-1995; Secretary
and Director, Segue Software, Inc., Newton Centre,
MA., 1991-1995; consultant to Unit Investment Trust
Division, Merrill Lynch, Pierce Fenner & Smith,
Incorporated, 1989-1990; Partner, Davis Polk &
Wardwell, 1961-1989.
John F. Sexton (1)(2) 63 Chairman of the Board, Evans-McKinsey &
Company, Dallas, Texas; Director, Forecast
Homes; Director, Forum Retirement
Partners; Chairman and Director, Mutual Equity
Mortgage Company; Chief Financial Officer, Lomas
Financial Corporation through 1992.
</TABLE>
- -----------------------
(1) Member of the Executive Committee
(2) Member of the Audit Committee
The Corporation's By-Laws provide that at the Annual Meeting of Stockholders
the stockholders shall elect directors to hold office until the next annual
meeting and until their successors are elected and qualify. All individuals have
served as Directors of the Corporation since 1981 except Mr. John F. Sexton who
was elected in 1982, and Mr. George H. Bigelow who was elected in 1986.
22
<PAGE>
b) Executive Officers
<TABLE>
<CAPTION>
Principal Occupations and
Business Experience for Past
Name Age Five Years
- ---- --- ----------------------------
<S> <C> <C>
Morris W. Kellogg 48 Vice President, Treasurer, Chief Financial Officer
and Secretary of the Corporation since May 1986;
Vice President and Treasurer of Americana
Corporation, Boston, Massachusetts since April
1986; Senior Vice President and Treasurer, HCW
Properties Incorporated, Boston, Massachusetts
1984-1986; Senior Vice President and Treasurer,
Paine Webber Properties Incorporated, Boston,
Massachusetts, 1980-1984; Prior to 1980 employed by
Coopers & Lybrand, Certified Public Accountants.
</TABLE>
Terms extend until successors are duly appointed and qualified.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is hereby incorporated by reference to
the Corporation's definitive proxy statement related to its annual meeting of
shareholders to be held on May 21, 1996.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is hereby incorporated by reference to
the Corporation's definitive proxy statement related to its annual meeting of
shareholders to be held on May 21, 1996.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is hereby incorporated by reference to
the Corporation's definitive proxy statement related to its annual meeting of
shareholders to be held on May 21, 1996.
23
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Page
(a) Documents filed as part of this report:
1. Financial Statements of the Corporation:
See Item 8 of this Form 10-K 11
2. Financial Statement Schedules:
Schedule III - Real Estate and Accumulated Depreciation 25
Schedule IV - Mortgage Loans on Real Estate 26
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and
therefore have been omitted.
3. Articles of Incorporation and By-Laws
3.1 Composite Articles of Incorporation of the Corporation
(Exhibit 3.1 of the Corporation's Annual Report on Form
10-K for the period ended December 31, 1982).
3.2 By-Laws of the Corporation as amended (Exhibit 3.2 of the
Corporation's Annual Report on Form 10-K for the period
ended December 31, 1983).
10. Material Contracts
10.1 Advisory Agreement between the
Corporation and the Advisor dated December 1, 1990.
(b) Reports on Form 8-K:
No Form 8-K was filed by the Corporation during the last quarter of the
period covered by this report.
24
<PAGE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AMERICANA HOTELS AND REALTY CORPORATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Costs Gross Amounts
Initial Capitalized at which carried
Cost to Corporation Subsequent at Close of Period (1)(2)
------------------- ---------------------------
Buildings and to Buildings and Date of Accumulated Date
Description Encumbrances Land Improvements Acquisition Land Improvements Total Construction Depreciation(3) Acquired(4)
- ----------- ------------ ---- ------------ ----------- ---- ------------ ----- ------------ -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Foreclosed Property Held for Sale(5)
Canyon Resort
Palm
Springs, CA $3,036,000 - $14,500,000 - - $12,170,000 $12,170,000 1965 - 9/19/88
</TABLE>
(1) The investment loss reserve has not been reflected in this Schedule.
(2) There is a difference between cost for financial reporting purposes
and cost for Federal income tax purposes on the property.
Cost Tax
Basis Basis
----- -----
Canyon Resort - Palm Springs, CA $12,170,000 $10,500,000
(3) The property is not being depreciated, pending sale; however, the net
carrying amount represents the lower of cost or fair value.
(4) The Date Acquired reflects when the direct ownership of the property
was acquired.
(5) Real estate activity is summarized as follows:
1995 1994 1993
---- ---- ----
Balance at beginning of year $17,590,000 $18,650,000 $19,000,000
Sales/reductions (5,420,000) (1,060,000) (350,000)
----------- ----------- -----------
Balance at end of year $12,170,000 $17,590,000 $18,650,000
=========== =========== ===========
25
<PAGE>
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
AMERICANA HOTELS AND REALTY CORPORATION
December 31, 1995
<TABLE>
<CAPTION>
Principal
Amount of
Loans Subject
Final Periodic Face Carrying to Delinquent
Interest Maturity Payment Prior Amount Amount Principal
Description Rate Date Terms Liens of Loans of Loans or Interest
- ----------- ----- ----- ------ ------ -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mortgage Loans:
JFK Airport Hilton 10 3/4% 12/31/00 Interest
JFK Airport, NY monthly - $16,000,000 $14,500,000 -
</TABLE>
(1) For income tax purposes, the cost of the mortgage loan is approximately
$17,400,000.
(2) Activity in mortgage loans is summarized as follows:
1995 1994 1993
---- ---- ----
Balance at beginning of year $14,500,000 $17,900,000 $18,100,000
Additions during the period:
Additions to existing
mortgage loans - - -
New mortgage loans - - -
Deductions during the period:
Cost of mortgages paid off - 3,400,000 200,000
Foreclosures - - -
----------- ----------- -----------
Balance at end of year $14,500,000 $14,500,000 $17,900,000
=========== =========== ===========
26
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICANA HOTELS AND REALTY CORPORATION
REGISTRANT
By /s/Morris W. Kellogg
---------------------
Morris W. Kellogg
Chief Financial Officer
March 28, 1996
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
/s/John A. Cervieri Jr. Chairman of the Board and
- ---------------------- Principal Executive Officer March 28, 1996
John A. Cervieri Jr.
/s/George H. Bigelow Director, President and
- ---------------------- Chief Operating Officer March 28, 1996
George H. Bigelow
/s/William A. Kaynor Director March 28, 1996
- ----------------------
William A. Kaynor
/s/John F. Sexton Director March 28, 1996
- ----------------------
John F. Sexton
/s/Morris W. Kellogg Vice President, March 28, 1996
- --------------------- Chief Financial Officer
Morris W. Kellogg and Principal Accounting Officer
27
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,254
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,475
<PP&E> 24,483
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,958
<CURRENT-LIABILITIES> 5,212
<BONDS> 0
0
0
<COMMON> 6,524
<OTHER-SE> 17,222
<TOTAL-LIABILITY-AND-EQUITY> 28,958
<SALES> 0
<TOTAL-REVENUES> 2,053
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,235
<LOSS-PROVISION> 1,100
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (282)
<INCOME-TAX> (282)
<INCOME-CONTINUING> (282)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (282)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
