UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For fiscal year ended March 31, 1996
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Commission File Number 0-3858
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INTERNATIONAL LEISURE HOSTS, LTD.
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(Name of Small Business Issuer in its Charter)
Wyoming 86-0224163
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2525 E. Camelback, #275, Phoenix, AZ 85016
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(Address of principal executive office) (Zip Code)
Issuer's telephone number (602) 955-6100
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Securities registered under Section 12(b) of the Act:
Name of each exchange
Title of Each Class on which registered
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NONE
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 par value
- --------------------------------------------------------------------------------
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No ___
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B. If not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year. $3,976,093
As of June 19,1996, there were 694,677 shares of common stock outstanding and
the aggregate market value of the common shares (based on the average of the bid
and ask price of these shares on the NASDAQ over the counter market) of ILHL
held by non-affiliates was approximately $588,772.
<PAGE>
<TABLE>
<CAPTION>
PART I
Page
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<S> <C> <C>
Item 1. Business 3
Item 2. Properties 5
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of 6
Security Holders
PART II
Item 5. Market for the Registrant's Common 7
Stock and Related Security Holder
Matters
Item 6. Management's Discussion and Analysis 9
of Financial Condition and Results
of Operations
Item 7. Financial Statements and 12
Supplemental Data
Item 8. Changes in and Disagreements with 20
Accountants on Accounting and Financial
Disclosure
PART III
Item 9. Directors and Executive Officers of 20
the Registrant
Item 10. Executive Compensation 21
Item 11. Security Ownership of Certain 22
Beneficial Owners and Management
Item 12. Certain Relationships and Related 23
Transactions
PART IV
Item 13. Exhibits (including Exhibit Index), 24
Financial Statements, Schedules and
Reports on Form 8-K
</TABLE>
<PAGE>
PART I
------
Item 1. Business
International Leisure Hosts, Ltd. (the "Company") was formed under Wyoming
law as a corporation on October 18, 1962. The principal business of the Company
is the ownership and operation of Flagg Ranch Village ("Flagg"), a full-service
resort motel and trailer park located in the John D. Rockefeller Jr. Memorial
Parkway approximately four miles north of Grand Teton National Park and two
miles south of the southern entrance of Yellowstone National Park.
Flagg undertook a major redevelopment plan in fiscal year 1995 which
included construction of a new main lodge building, plus 50 new cabin units. The
new lodge and cabins opened for business in May 1995. The lodge, which replaces
existing facilities, includes a restaurant, lounge, gift shop, grocery store,
front desk and gasoline station. The 50 new cabin units replace 42 rustic cabin
units which will be removed from the property. During fiscal year 1996 Flagg
began construction of an additional 42 new cabin units, which should be
completed in September 1996.
During fiscal year 1996 Flagg provided overnight accommodations to national
park visitors for up to 372 persons per night via its 54-unit motel and 50 cabin
units. With completion of the new construction in September 1996, Flagg will
increase its overnight accommodations to 520 persons per night via its 54-unit
motel, 50 existing cabin units and 42 new cabin units. The new cabin units are
superior to the old rustic cabins both in quality of the rooms and views of the
Teton Mountains and Snake River. The improved accommodations are directly
reflected in room rates. In fiscal year 1995 the room rack rates for rustic
cabins ranged from $45 to $79. The new cabins which replaced the rustic cabins,
have summer rack rates from $104 to $114. In addition to the motel and cabin
units, Flagg operates a full service trailer park and campground that provides
water, electrical and sewer connections for 97 recreational vehicles, plus 74
campsites without utility hookups.
Flagg is operated as a seasonal resort. The two seasons coincide with the
opening and closing dates of the two national parks.
The summer season, which runs from approximately May 15th through October
15th of each year, is the height of activity at Flagg. In addition to the motel
and trailer park/campground accommodations, Flagg offers numerous services and
activities for the guests' enjoyment including Snake River float trips,
horseback riding and a variety of scenic hiking trails. The summer season
accounted for 74% of Flagg's fiscal 1996 operating revenues, as compared to 68%
in fiscal 1995.
Prior to the newly completed redevelopment, Flagg was not a destination
stop in the summer, but instead provided basic services for visitors to the two
national parks. Most of the guests stayed one to two nights and the majority of
the patrons represented overflow from other national park facilities similar to
those provided by Flagg. However, with the construction
3
<PAGE>
completed in May 1995, Flagg now offers facilities equal or superior to those of
other national park concessionaires. As a result, Flagg intends to develop a
reputation as a destination location for visitors in addition to catering to
guests staying only one to two nights.
The winter season, which runs from mid-December through mid-March,
accounted for 26% of Flagg's fiscal 1996 revenues compared to 32% in fiscal
1995. The revenues for the winter season were substantially lower than the prior
year due to the closure of Yellowstone National Park ("Yellowstone") which was
caused by the Federal Government's partial shutdown. The shutdown was a result
of the inability of the Federal Government to reach a budget agreement. Due to
lack of funding, Yellowstone was forced to close in mid December, and remain
closed until a temporary spending bill was signed on January 5, 1996. As a
National Park Concessioner, Flagg was also forced to close, and it remained
closed during the Christmas holiday season, traditionally the strongest period
of the winter season. The Company estimates the operating revenue lost as a
result of the closure was in excess of $300,000.
Yellowstone receives approximately 150 to 400 inches of snowfall per year
which turns the park into a winter recreational destination. The National Park
Service ("NPS") grooms, but does not plow, the snow on the roads inside the
park. The only modes of transportation into the park are snowmobile and
snowcoach.
Flagg's location at the south entrance to Yellowstone makes it a premiere
location for winter visitors. The road is well plowed from Jackson, Wyoming to
the entrance to Flagg offering easy access to Flagg for visitors. However,
visitors cannot proceed past Flagg and into Yellowstone unless they are
traveling via snowmobile or snowcoach. Flagg is the only vendor licensed by the
NPS with unguided snowmobile tours at the south entrance to Yellowstone. In
fiscal year 1996, Flagg had a fleet of 85 new Polaris snowmobiles available to
the public for rental. In addition, Flagg offers daily trips to Old Faithful
Lodge in Yellowstone via its 12 passenger snowcoach. Cross country skis and
snowshoes are also available for rental.
The Company receives its operating authorization from the NPS. The NPS
Contract (the "Contract") which became effective on January 1, 1990 will expire
on December 31, 2009. The Contract requires the Company to provide certain
services to the public and authorizes other services that may be offered each
year. It grants the NPS the right to regulate the adequacy, types and charges of
all services offered to the public. The terms and conditions of the Contract are
under the direct supervision of the Superintendent of Grand Teton National Park.
The fee expense under the Contract is subject to review and adjustment every
five years. For fiscal 1996, the fee was calculated at 2% of gross receipts (as
defined).
Flagg faces competition from hotels, camping areas and trailer facilities
in Yellowstone and in Grand Teton National Park, as well as from a large number
of hotels and motels in Wyoming, Montana and Idaho offering some facilities
which are similar to those offered by Flagg. Business could be significantly
affected depending upon actions which might be taken by the NPS if cutbacks are
made to their budget. If the NPS decides to close Yellowstone for the winter
months, then Flagg would have to discontinue its winter operations. NPS budget
cutbacks could also negatively impact the length of the summer season and the
number of visitors to the
4
<PAGE>
parks and have a corresponding negative impact on Flagg revenues. In addition
the business of Flagg is susceptible to weather conditions and unfavorable
trends in the economy as a whole.
Item 2. Properties
The Flagg facilities are located on approximately 70 acres in the John D.
Rockefeller Jr. Memorial Parkway. This entire tract of land which the Company
utilizes is owned by the Federal Government and its usage is governed by the
terms of the Contract.
Proprietary rights to certain facility improvements constructed by the
Company (including the new lodge and new cabin units) have been granted to the
Company under the terms of the Contract; however, the NPS may terminate the
Contract and purchase the Company's improvements, upon a determination that the
public interest requires Federal Government ownership of the improvements. In
such event, the Federal Government is required to pay a price for said
improvements equal to the cost of reconstruction less depreciation. If, however
the Contract is terminated by the Federal Government for default by the Company
for unsatisfactory performance as defined in the Contract, then the Federal
Government is required to pay a price equal to the tax basis of the
improvements. At the end of the Contract, if the Company is not the successful
bidder on a new contract for the property, then the Federal Government is
required to purchase from the Company certain improvements made to the property
at a price equal to the cost of reconstruction less depreciation.
During fiscal year 1995, the Company commenced construction of a new main
lodge building, which contains a restaurant, lounge, gift shop, grocery store,
front desk and gasoline station. In addition, construction began on 50 new cabin
units and certain other public facilities which were required under the terms of
the Contract to extend the maturity of the Contract from December 31, 1999 to
December 31, 2009. In May 1995 these facilities were completed and the Company
received official confirmation from the NPS stating the Contract has been
extended to December 31, 2009. During fiscal year 1996, the Company commenced
construction of 42 new cabin units, with an estimated completion date of
September 1996. The cost of these new cabins is estimated to be between
$1,200,000 and $1,300,000 of which $300,000 was incurred as of March 31, 1996.
The 50 new cabin units replaced 42 older rustic cabins the Company utilized
in fiscal year 1995. As of May 1995, the Company has a total of 104 lodging
units consisting of the 50 new cabin units and a 54-unit riverside motel
complex. Under the terms of the Contract, Flagg may have up to a total of 150
lodging units. Upon completion of the additional 42 new cabin units under
construction, the Company will have a total of 146 lodging units.
Under the terms of the Contract, the Company is required to move the
existing 54-unit riverside motel from its current location to the high ground
above the river, to provide for new employee housing and make other improvements
prior to December 31, 1999. If the Company chooses to meet these requirements by
moving the riverside motel and converting it into employee housing, then the
cost is estimated to be $500,000. If the Company builds new lodging units to
replace the 54 unit riverside motel, the additional cost to build these lodging
units will be between $1,200,000 and $1,500,000. This would result in a total
cost for the relocation and new construction combined of between $1,700,000 and
$2,000,000.
5
<PAGE>
Item 3. Legal Proceedings
There are no material legal proceedings against International Leisure
Hosts, Ltd.
Item 4. Submission of Matters to a Vote of Security Holders
Responsive information is incorporated herein by reference from the
Company's Report on Form 10-QSB for the period ended December 31, 1995.
6
<PAGE>
PART II
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Item 5. Market for Registrant's Common Stock and Related Security Holder
Matters
International Leisure Hosts, Ltd. common stock is traded in the
over-the-counter market, quoted by NASDAQ under the symbol "ILHL". The following
table sets forth the high and low bid prices for the stock for each quarter for
fiscal years 1995 and 1996
Bid
---
High Low
---- ---
Quarter Ended
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June 30, 1994 4 1/4 3 7/8
September 30, 1994 4 1/4 4 1/4
December 31, 1994 4 1/4 4 1/4
March 31, 1995 5 4
June 30, 1995 5 5
September 30, 1995 5 5
December 31, 1995 5 3/8 5
March 31, 1996 5 7/8 5 3/8
Over-the-counter market quotations reflect inter-dealer prices, without
retail markup, markdown or commissions and may not necessarily represent actual
transactions. As of March 31, 1996 there were 694,677 shares of outstanding
common stock and an estimated 1,100 shareholders of record.
The level of trading has been approximately 850 shares the first quarter,
1,100 shares the second quarter, 8,737 shares the third quarter and 1,373 shares
the fourth quarter ending March 31, 1996. Trading activity with respect to the
common stock has been limited and the volume of transactions should not of
itself be deemed to constitute an "established public trading market." A public
trading market having the characteristics of depth, liquidity and orderliness
depends on the existence of market makers as well as the presence of willing
buyers and sellers, which are circumstances over which the Company does not have
control.
It is the policy of the Company not to pay dividends but instead to retain
earnings for use in the operation and expansion of its business.
7
<PAGE>
Selected Financial Data
The selected financial data for each of the five years in the period ended
March 31, 1996 have been derived from the Company's audited financial
statements, and should be read in conjunction with the financial statements and
related notes thereto and other financial information appearing elsewhere herein
and in Item 6. The selected financial data is not required by Form 10-KSB and is
included herein as an unnumbered item.
FISCAL YEAR ENDED MARCH 31,
(In thousands except per share amounts)
---------------------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Total Revenues $3,976 $3,781 $3,694 $3,552 $3,013
Net Income 199 458 536 483 264
Net Income Per Share .29 .66 .77 .68 .37
Total Assets 4,266 4,431 3,568 3,100 2,519
Long-Term Obligations 0 0 0 0 0
Shareholders' Equity 3,785 3,604 3,147 2,629 2,187
Book Value Per Share 5.45 5.16 4.50 3.74 3.04
<PAGE>
Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's net income was $199,000 ($.29 per share) for the year ended
March 31, 1996. This compares to net income of $458,000 ($.66 per share) in 1995
and $536,000 ($.77 per share) in 1994. The primary factors contributing to the
$259,000 decline in 1996 net income were the decline in winter revenue that
resulted from the Federal Government shutdown and related closure of Yellowstone
and increased managerial costs associated with the construction of new
facilities. Changes in the Company's revenues and expenses for the years 1996
and 1995 are summarized below. All references to years represent fiscal years
ended March 31.
Total revenues for 1996 increased by $195,000 or 5% over 1995. Of this
increase $257,000 was from motel and cabin rentals, $34,000 from grocery store
sales, $104,000 from food services, $35,000 from RV park rentals, $60,000 from
gift shop sales, $48,000 from horse rental revenue and $63,000 from float trip
revenue. Decreases of $158,000 in snowmobile revenue, $9,000 in snowcoach
revenue, $163,000 in gasoline sales, $59,000 in interest income and $17,000 in
other income offset the above increases. The average daily rates were $87 for
motel units and $100 for cabins compared to $76 and $67 respectively in 1995.
The number of motel and cabin rental days decreased to 13,183 in 1996 from
13,811 in 1995.
Although motel and cabin rental days were down, the new cabin units have
significantly higher rack rates, resulting in an increase in total lodging
revenue. The new lodge facility has a larger restaurant, gift shop and grocery
store which contributed to the increases in these revenues. A better than
average snowfall along with a wet spring provided excellent river conditions
resulting in a large increase in float trip revenue. During fiscal 1996, the
Company began offering horse trail rides during the summer season. The decreases
in snowmobile and snowcoach revenue were caused by the shutdown of the Federal
Government and related closure of Yellowstone during the Christmas holiday
season, typically the strongest period of the winter season. The decrease in
gasoline sales is primarily a result of the new location of the gas station away
from the main highway.
Total revenues for 1995 increased by $86,000 or 2% over 1994. Of this
increase $60,000 was from motel and cabin rentals, $43,000 from gasoline sales,
$33,000 from grocery store sales, $32,000 from food services, $19,000 from RV
park rentals and $17,000 from gift shop sales. Decreases of $95,000 in
snowmobile revenue and $24,000 in float trip revenue offset the above increases.
The average daily rates were $76 for motel units and $67 for cabins compared to
$70 and $64 respectively in 1994. The number of motel and cabin rental days
remained stable at 13,811 in 1995 and 13,797 in 1994.
The decrease in snowmobile revenues was caused by a number of factors. The
winter snowmobile season was shortened by 13 days in 1995 due to early closure
of Yellowstone caused by warm weather. In 1995 the snowmobile rental fleet was
reduced to 85 sleds, down from 100 sleds in 1994, due to NPS requirements. In
addition, mechanical difficulties resulted in higher maintenance costs and fewer
sleds in working condition. The $24,000 decrease in float trip income was due to
a shortened float trip season because of poor water conditions on the Snake
River.
9
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Costs and Expenses
- ------------------
The ratio of cost of merchandise sold to sales of merchandise was 56% in
1996, 58% in 1995 and 56% in 1994. The Company has placed special emphasis on
the supervisors' responsibilities for inventory control and pricing and the cost
of merchandise sold is within management guidelines.
Operating expenses increased by $392,000 or 25% in 1996 as compared to
1995. In addition, the ratio of operating costs to operating revenues increased
to 49% in 1996 from 43% in 1995. The major increases in operating expenses were
$173,000 in operating labor, $59,000 in outside services for the float trip and
horse operators, $17,000 in advertising, $25,000 in insurance, $9,000 in
property taxes, $45,000 in utilities and $52,000 in operating supplies.
Operating expenses increased due to operation of the new facilities, the
additional costs associated with the opening of the new facilities and the new
and expanded horse rental and float trip operations. The Federal Government
shutdown and closure of Yellowstone contributed greatly to the increase in the
ratio of operating expenses to operating revenues. During the park closure, the
Company lost approximately $300,000 in projected revenue, but was unable to
reduce operating expenses because it had to maintain a full staff at all times
due to the uncertainty of when the shutdown would end.
Operating expenses increased by $27,000 or 2% in 1995 as compared to 1994.
However, the ratio of operating costs to operating revenues declined to 43% in
1995 from 44% in 1994. The major increase in operating expenses was $21,000 in
labor. Although labor increased in dollars, it remained at 17% of revenues.
General and administrative expenses ("G&A") increased by $99,000 or 22% in
1996 as compared to 1995. G&A as a ratio of operating revenues was 14% in 1996
as compared to 13% in 1995. There was a $120,000 increase in management fees
which related to the management of the newly expanded facilities and oversight
of the major construction projects. There was also a $20,000 increase in
professional fees. Decreases of $20,000 in travel and $21,000 in other
administrative expenses offset the above increases.
General and administrative expenses ("G&A") increased by $69,000 or 18% in
1995 as compared to 1994. G&A as a ratio of operating revenues was 13% in 1995
as compared to 11% in 1994. There was a $31,000 increase in management fees,
$17,000 increase in travel and an $18,000 increase in professional fees. These
increases were attributed to the major construction and development of Flagg and
costs incurred by the Company in seeking acquisitions of additional hotel
properties.
Inflation
- ---------
The Company expects that it will be able to offset increased costs and
expenses, principally labor, caused by inflation, by increasing prices on its
services with minimal effect on operations.
10
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Liquidity and Capital Resources
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During the fiscal year ended March 31, 1996, the Company incurred costs of
$885,000 to finish construction of the lodge building and 50 cabin units which
were completed in May 1995, and to begin construction of 42 new cabin units
which are scheduled to be completed in September 1996. During 1995, the Company
incurred costs of $2,900,000 relating to the aforementioned construction
projects. As a result, the working capital decreased from $374,000 at March 31,
1995 to $16,000 at March 31, 1996. The Company plans to incur additional costs
between $1,000,000 and $1,100,000 in 1997 to complete the 42 new cabin units and
other improvements required under the NPS Contract. The total cost of these
additional units is estimated between $1,200,000 and $1,300,000.
The estimated total costs to be incurred for the entire construction
planned for fiscal years 1996 through 2000 is between $3,000,000 and $3,700,000.
The Company intends to fund these improvements through existing cash funds and
cash generated from operations, plus a $500,000 bank credit facility which can
be drawn on through September 30, 1996. Cash generated from operations was
$139,000, $766,000 and $576,000 in 1996, 1995 and 1994 respectively. The
construction funds will have to be obtained from outside sources to the extent
they exceed existing working capital, cash generated from operations and the
$500,000 bank credit facility.
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Item 7. Financial Statements and Supplemental Data
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
International Leisure Hosts, Ltd.
Phoenix, Arizona
We have audited the accompanying consolidated balance sheets of International
Leisure Hosts, Ltd. (the "Company") as of March 31, 1996 and 1995, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended March 31, 1996. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with 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.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at March 31, 1996 and
1995, and the results of its operations and its cash flows for each of the three
years in the period ended March 31, 1996 in conformity with generally accepted
accounting principles.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
May 31, 1996
12
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND 1995
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<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 49,645 $ 573,279
Marketable investment securities (Note 2) 300,000
Accounts receivable 5,633 7,842
Accounts receivable (affiliate) 4,800 3,013
Merchandise inventories 167,004 114,515
Prepaid income taxes 81,292 15,147
Prepaid expenses and other 11,021 6,338
----------- -----------
Total current assets 319,395 1,020,134
----------- -----------
CASH SEGREGATED FOR CONSTRUCTION OF REPLACEMENT
PROPERTY 116,758
----------- -----------
PROPERTY AND EQUIPMENT (Note 4):
Buildings and improvements on leased land 4,540,370 1,634,670
Equipment 1,381,444 862,509
Leasehold improvements 310,000 310,000
Construction in process 301,876 2,841,521
----------- -----------
Total property and equipment 6,533,690 5,648,700
Less accumulated depreciation and amortization 2,589,192 2,357,201
----------- -----------
Property and equipment - net 3,944,498 3,291,499
----------- -----------
DEPOSITS 2,478 2,478
----------- -----------
TOTAL $ 4,266,371 $ 4,430,869
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable:
Trade $ 59,743 $ 83,312
Construction 59,519 235,305
Affiliates (Note 5) 157,806
Accrued liabilities 44,350 63,005
Advance deposits 139,935 106,520
----------- -----------
Total current liabilities 303,547 645,948
DEFERRED INCOME TAXES (Note 3) 177,852 180,852
----------- -----------
Total liabilities 481,399 826,800
----------- -----------
COMMITMENTS AND CONTINGENCIES (Note 4)
SHAREHOLDERS' EQUITY:
Preferred stock, $5 par value - authorized, 100,000 shares; issued, none
Common stock, $.01 par value - authorized, 2,000,000 shares; issued, 718,373 shares 7,184 7,184
Additional paid-in capital 656,426 656,426
Retained earnings 3,198,874 2,999,687
Common stock in treasury - at cost, 23,696 and 19,875 shares, respectively (77,512) (59,228)
----------- -----------
Total shareholders' equity 3,784,972 3,604,069
----------- -----------
TOTAL $ 4,266,371 $ 4,430,869
=========== ===========
</TABLE>
See notes to consolidated financial statements
13
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
REVENUES:
Sales of merchandise $1,710,931 $1,687,416 $1,561,733
Room, cabin and trailer space rentals 1,522,645 1,230,690 1,151,512
Snowmobile rentals 553,555 711,264 806,577
Interest 19,008 77,910 71,687
Other income 169,954 73,420 102,767
---------- ---------- ----------
Total revenues 3,976,093 3,780,700 3,694,276
---------- ---------- ----------
COSTS AND EXPENSES:
Cost of merchandise 960,687 984,311 876,221
Operating (Note 4) 1,787,110 1,394,901 1,346,558
Operating - affiliated (Note 5) 169,100 169,100 190,000
General and administrative 120,575 142,090 112,155
General and administrative - affiliated (Note 5) 436,384 316,231 277,621
Depreciation and amortization 232,050 79,542 95,949
---------- ---------- ----------
Total costs and expenses 3,705,906 3,086,175 2,898,504
---------- ---------- ----------
INCOME BEFORE INCOME TAXES 270,187 694,525 795,772
PROVISION FOR INCOME TAXES (Note 3) 71,000 237,000 260,000
---------- ---------- ----------
NET INCOME $ 199,187 $ 457,525 $ 535,772
========== ========== ==========
NET INCOME PER COMMON SHARE (Note 1) $ .29 $ .66 $ .77
========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
14
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock Additional
------------------ Paid-in Retained Treasury
Shares Amount Capital Earnings Stock
<S> <C> <C> <C> <C> <C>
BALANCE, APRIL 1, 1993 718,373 $ 7,184 $ 656,426 $ 2,006,390 $ (41,127)
Purchases of common stock (18,101)
Net income 535,772
------- ------- ---------- ------------ ----------
BALANCE, MARCH 31, 1994 718,373 7,184 656,426 2,542,162 (59,228)
Net income 457,525
------- ------- ---------- ------------ ----------
BALANCE, MARCH 31, 1995 718,373 7,184 656,426 2,999,687 (59,228)
Purchases of common stock (18,284)
Net income 199,187
------- ------- ---------- ------------ ----------
BALANCE, MARCH 31, 1996 718,373 $ 7,184 $ 656,426 $ 3,198,874 $ (77,512)
======= ======= ========== ============ ==========
</TABLE>
See notes to consolidated financial statements.
15
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 199,187 $ 457,525 $ 535,772
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 232,050 79,542 95,949
Deferred income taxes (3,000) (2,000) 11,669
Changes in assets and liabilities:
Accounts receivable 2,209 33,919 15,056
Accounts receivable (affiliate) (1,787) 16,787 (19,800)
Merchandise inventories (52,489) 23,439 (1,769)
Prepaid income taxes (66,145) (15,147)
Prepaid expenses and other (4,683) 185 (549)
Accounts payable (181,375) 176,744 (9,126)
Accrued liabilities (18,655) (17,016) 29,641
Income taxes (38,811) (101,549)
Advance deposits 33,415 50,629 20,684
----------- ----------- -----------
Net cash provided by operating activities 138,727 765,796 575,978
----------- ----------- -----------
INVESTING ACTIVITIES:
Purchases of property and equipment (885,049) (2,766,417) (346,277)
Proceeds from disposal of property and equipment 19,799
Purchases of marketable investment securities (200,000) (1,689,291)
Sale of marketable investment securities 300,000 1,344,848 1,844,324
Cash and accounts payable segregated for construction
of replacement property (59,028) 1,333,547 (1,215,000)
----------- ----------- -----------
Net cash used in investing activities (644,077) (288,022) (1,386,445)
----------- ----------- -----------
FINANCING ACTIVITIES - Common stock
purchased for treasury (18,284) (18,101)
----------- ----------- -----------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (523,634) 477,774 (828,568)
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 573,279 95,505 924,073
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 49,645 $ 573,279 $ 95,505
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
16
<PAGE>
INTERNATIONAL LEISURE HOSTS, LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements
include the accounts of International Leisure Hosts, Ltd. and Lewis &
Clark Lodge, its wholly-owned subsidiary (collectively, the "Company").
All intercompany transactions and accounts have been eliminated in
consolidation.
Significant accounting policies are as follows:
a. Marketable investment securities are carried at cost, which
approximates fair value. The fair values are estimated based on
quoted market prices. Marketable securities are managed as part of
the Company's cash management program. The Financial Accounting
Standards Board issued Statement of Financial Accounting Standards
("SFAS") No. 115, Accounting for Certain Investments in Debt and
Equity Securities, which the Company adopted in 1995. SFAS No. 115
requires the classification of securities of acquisition into one of
three categories: available for sale, held to maturity or trading.
The Company has classified its securities as available for sale.
b. Merchandise inventories are stated at the lower of aggregate cost
(first-in, first-out basis) or market.
c. Property and equipment are stated at cost. Depreciation is computed
primarily by an accelerated method over the estimated useful lives,
which ranges from 5 years to 40 years, for such assets.
Amortization, by the straight-line method, of improvements to leased
property is based on the estimated useful lives of such assets.
d. Income taxes have been accounted for in accordance with SFAS No.
109, Accounting for Income Taxes. Deferred income taxes have been
provided for the temporary differences between financial statement
and income tax reporting on certain transactions.
e. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles necessarily
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
f. Net income per common share is computed by dividing net income by
the weighted average number of common shares outstanding. The
weighted average number of common shares outstanding was 697,510,
698,498 and 699,957 shares for 1996, 1995 and 1994, respectively.
g. Business Segments - The Company considers its operations to be in
one business segment, the ownership and operation of Flagg Ranch, a
full-service resort motel and trailer park located in the John D.
Rockefeller Jr. Memorial Parkway, approximately four miles north of
Grand Teton National Park and two miles south of the southern
entrance to Yellowstone National Park.
17
<PAGE>
h. Statements of Cash Flows - For purposes of the consolidated
statements of cash flows, cash and cash equivalents represent cash
in banks, money market funds, and certificates of deposit with
initial maturities of three months or less.
i. New Accounting Pronouncement - SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of, is effective for fiscal years beginning after December
15, 1995. SFAS No. 121 has not been implemented as of March 31,
1996. Management believes the adoption of SFAS No. 121 will not have
a significant impact on the financial position or results of
operations of the Company.
j. Estimated Fair Value of Financial Instruments - SFAS No. 107,
Disclosures About Fair Value of Financial Instruments was adopted
for the year ended March 31, 1995. SFAS No. 107 requires
disclosure of the estimated fair value of certain financial
instruments. The Company has estimated the fair value of its
financial instruments using available market data. However,
considerable judgment is required in interpreting market data to
develop estimates of fair value. The use of different market
assumptions or methodologies may have a material effect on the
estimates of fair values. The carrying values of cash, receivables,
lines of credit, accounts payable, accrued expenses, and long-term
debt and capital lease obligations approximate fair values due to
the short-term maturities or market rates of interest.
k. Reclassifications - Certain reclassifications have been made to the
1995 and 1994 financial statements to conform to the 1996
presentation.
2. MARKETABLE INVESTMENT SECURITIES
Marketable investment securities at March 31 consist of the following:
1995
-------------------
Cost Market
Variable rate municipal bonds $300,000 $300,000
-------- --------
3. INCOME TAXES
The provision for federal income taxes for the years ended March 31
consists of the following:
1996 1995 1994
$ 74,000 $ 239,000 $ 248,300
Current (3,000) (2,000) 11,700
--------- --------- ---------
Deferred $ 71,000 $ 237,000 $ 260,000
========= ========= =========
Total
A reconciliation of the provision for income taxes and the amount that
would be computed using statutory federal income tax rates on income
before income taxes for the years ended March 31 is set forth below:
1996 1995 1994
Income taxes at federal rates $ 92,000 $ 236,000 $ 270,700
Tax-exempt income (1,000) (6,000) (11,900)
Other - net (20,000) 7,000 1,200
--------- --------- ---------
Provision for income taxes $ 71,000 $ 237,000 $ 260,000
========= ========= =========
18
<PAGE>
Deferred income taxes result from temporary differences on the recognition
of certain revenue and expense items for tax and financial statement
purposes, principally the gain on settlement of involuntary conversion in
1982. This gain resulted in a deferred tax liability of $194,990. The
Company paid income taxes of approximately $140,000, $293,000 and $350,000
during the years ended March 31, 1996, 1995 and 1994, respectively.
4. COMMITMENTS AND CONTINGENCIES
The Company receives its operating authorization from the National Park
Service ("NPS"). The NPS Contract (the "Contract") which became effective
on January 1, 1990, will expire on December 31, 2009. Under the terms of
the Contract, prior to December 31, 1999, the Company is required to move
its existing 54-unit riverside motel from its current location to the high
ground above the river, to provide for new employee housing and make
certain other improvements. If the Company chooses to meet these
requirements by moving the riverside motel and converting it into employee
housing, then the cost is estimated to be $500,000. If the Company builds
new lodging units to replace the 54 unit riverside motel, the additional
cost to build these lodging units will be between $1,200,000 and
$1,500,000. This would result in a total cost for the relocation and new
construction combined of between $1,700,000 and $2,000,000.
The fee expense under the Contract is calculated at 2% of gross receipts
(as defined), subject to review and possible adjustment every five years.
For the years ended March 31, 1996, 1995 and 1994, this fee amounted to
$76,260, $70,607 and $68,940, respectively.
Flagg Ranch faces competition from hotels, camping areas and trailer
facilities in Yellowstone and Grand Teton National Parks, as well as from
a large number of hotels and motels in Wyoming, Montana and Idaho offering
some facilities which are similar to those offered by Flagg Ranch.
Business could be significantly affected depending upon actions which
might be taken by the NPS if cutbacks are made to their budget. If the NPS
decides to close Yellowstone for the winter months, then Flagg Ranch would
have to discontinue its winter operations. NPS budget cutbacks could also
negatively impact the length of the summer season and the number of
visitors to the parks and have a corresponding negative impact on Flagg
Ranch revenues. In addition, the business of Flagg Ranch is susceptible to
weather conditions and unfavorable trends in the economy as a whole.
5. TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTIES
Included in general and administrative expenses - affiliated for the years
ended March 31, 1996, 1995 and 1994 are management fees and administrative
expenses of approximately $436,000, $316,000 and $278,000, respectively,
paid to affiliated companies. All affiliated companies referred to in
these financial statements are owned by Anthony J. Nicoli and/or family
members, who are the majority owners of the company.
The Company leases snowmobiles under short-term leases from an affiliated
company. For the years ended March 31, 1996, 1995 and 1994, snowmobile
lease expense totaled $169,000, $169,000 and $190,000, respectively.
6. BANK CREDIT FACILITY
During fiscal 1995, the Company established a credit facility with a bank.
The credit facility provides for maximum borrowings of $500,000. The draw
period under the facility runs until September 30, 1996, and as of March
31, 1996, there were no outstanding borrowings. Interest is payable
monthly on the outstanding principal balance at a rate equal to prime plus
.50% (8.75% at March 31, 1996). Commencing October 30, 1996, the principal
shall be repaid in 36 equal monthly principal payments with a maturity
date of September 30, 1999. The credit facility is collateralized by all
accounts, an assignment of the Contract and all improvements the Company
has made to the Flagg Ranch property.
* * * * * *
19
<PAGE>
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosures
There has been no Form 8-K filed within 24 months prior to the date of the
most recent financial statements reporting a change of accountants or reporting
disagreements on any matter of accounting principle or financial statement
disclosure.
PART III
--------
Item 9. Directors and Executive Officers of the Registrant
NAME AGE POSITIONS WITH COMPANY
---- --- ----------------------
Anthony J. Nicoli 71 Chairman/Treasurer
Elizabeth A. Nicoli 66 Director/Secretary
George B. Toney 69 Director
A. Clarene Law 62 Director
F. Ray Evarts 70 Director/Assistant Secretary
John L. Bradley 45 President
Mark G. Sauder 36 Chief Financial Officer
Anthony J. Nicoli has served as Director since July 1968, and has held as
his principal occupation certain executive positions with the Company. He also
acts as a private financial consultant and devotes a portion of his time to
other business interests.
Mrs. Elizabeth A. Nicoli was elected to the Board of Directors in October,
1975, and has been associated with the Company in various capacities. She is the
wife of Anthony J. Nicoli.
George B. Toney was elected to the Board of Directors on September 11,
1992. He was President of TW Recreational Services, Inc. ("TW") from 1982 -
1988. Mr. Toney retired from TW in 1988, after 24 years with the company.
A. Clarene Law was elected to the Board of Directors on September 11, 1992.
She is the owner and Chief Executive Officer of Elk Country Motels which
operates four motel properties aggregating 270 rooms in Jackson, Wyoming. Mrs.
Law has over 33 years experience in the hospitality industry.
F. Ray Evarts was elected to the Board of Directors on September 11, 1992.
He was elected Assistant Secretary of the Company on June 6, 1994. He is
currently self-employed as a real estate consultant in Arizona and California,
for planning, developing and leasing of commercial and multi-family properties
as well as consulting in all phases of the restaurant business. From 1982 to
1992 he was Project Manager for Warren Properties, Inc., a California based,
privately held hotel and apartment developer and owner with properties in 18
states.
20
<PAGE>
John L. Bradley has served as acting President of the Company since January
1991 and as President since June 1992. Previously, Mr. Bradley was Senior Vice
President and Director of the Corporate Services Division of Citibank (Arizona).
Mark G. Sauder, CPA, was elected as Chief Financial Officer of the Company
on June 6, 1994. For the past 5 years Mr. Sauder acted as Chief Financial
Officer for Nicoli Enterprises. Mr. Sauder's experience also includes serving as
the Chief Financial Officer for a commercial general contractor, the Chief
Accounting Officer for a large Arizona real estate developer and Senior Auditor
for a "Big 6" accounting firm.
Item 10. Executive Compensation
SUMMARY COMPENSATION TABLE
--------------------------
(a) (b) (c)
- ----------------------------------- ---------------- --------------
Name and principal
position Year Salary
A.J. Nicoli 1996 --
CEO 1995 --
1994 --
John L. Bradley 1996 $156,380
President 1995 $111,725
1994 $89,839
All executive officers 1996 $194,630
as a group (three) 1995 $152,366
(three) 1994 $132,600
All executive officers as a group received cash compensation for services
rendered to the Company over the three years, a portion of which was paid
pursuant to the management contracts described under the heading "Item 12
Certain Relationships and Related Transactions."
There are no compensation arrangements for directors.
21
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table indicates as of June 19, 1996, the common stock of the
Registrant owned beneficially by each director, by all directors and executive
officers as a group and by each person who is known by the Registrant to own
beneficially more than 5% of the outstanding common stock.
Name and Address Common Stock Percent Held
Anthony J. Nicoli 203,076 (A)(F) 29.2%
Director, Chairman, CEO
2525 E. Camelback Rd., #275
Phoenix, Arizona 85016
Elizabeth A. Nicoli 93,034 (A)(F) 13.4%
Director, Secretary
2525 E. Camelback Rd., #275
Phoenix, Arizona 85016
George B. Toney 5,000 *
Director
2525 E. Camelback Rd., #275
Phoenix, Arizona 85016
A. Clarene Law 3,000 *
Director
2525 E. Camelback Rd., #275
Phoenix, Arizona 85016
F. Ray Evarts 100 *
Director
2525 E. Camelback Rd., #275
Phoenix, Arizona 85016
John L. Bradley 4,000 *
President
2525 E. Camelback Rd., #275
Phoenix, Arizona 85016
Paul Lewinthal, as 466,669 (B)(C)(F) 67.2%
Trustee for the Nicoli Children's Trusts
and Grandchildren's Trusts
2525 E. Camelback, #275
Phoenix, AZ 85016
Krist A. Jake 68,800 (D) 9.9%
P.O. Box 640219
San Francisco, CA 94164
22
<PAGE>
Bar-B-Bar Corporation 37,307 (E) 5.4%
Max C. Chapman, Jr.
P.O. Box 194
Scarborough, New York 10510
All Executive Officers and 215,176 31.0%
Directors as a group
(7 persons)
*Less than 1%
(A) Anthony J. Nicoli is trustee of the 1978 Nicoli Children's Trust which
holds 105,042 shares of the Common Stock. Anthony J. and Elizabeth A.
Nicoli are co-trustees of the A.J. Nicoli Charitable Foundation which holds
93,034 shares of the Common Stock. All of the shares for the 1978 Nicoli
Children's Trust are included in the holdings shown for Anthony J. Nicoli.
All of the shares for the A.J. Nicoli Charitable Foundation are shown in
the holdings of both Anthony J. Nicoli and Elizabeth A. Nicoli. Mr. and
Mrs. Nicoli disclaim beneficial ownership of these shares. Anthony J.
Nicoli holds 5,000 shares of the Common Stock in his separate name. A proxy
covering 198,076 of these shares was granted to Paul Lewinthal in March
1995, and accordingly, such shares are also listed as beneficially owned by
Mr. Lewinthal.
(B) Paul Lewinthal is trustee of the 1974 Nicoli Children's Trust which holds
117,064 shares of the Common Stock and for the Nicoli Grandchildren's
Trusts which hold 151,529 shares. Mr. Lewinthal disclaims beneficial
ownership of these shares. In addition, this includes 198,076 shares as to
which Mr. Lewinthal was granted a proxy in March 1995.
(C) Anthony J. Nicoli and Elizabeth A. Nicoli disclaim beneficial ownership of
these shares.
(D) Based on Schedule 13D filed with the Securities and Exchange Commission on
September 25, 1992 by Krist A. Jake.
(E) Based upon Schedule 13D filed with the Securities and Exchange Commission
on December 6, 1991 by Bar-B-Bar Corporation and Max C. Chapman, Jr.
(F) The indicated shareholders are parties to a Shareholders' Agreement dated
September 20, 1991 which imposes certain restrictions on transfers of the
Common Stock and grants the parties rights to acquire shares held by other
parties seeking to transfer stock and in certain other circumstances as
described in the Agreement.
Item 12. Certain Relationships and Related Transactions
Included in general and administrative expenses - affiliated for the years
ended March 31, 1996, 1995, and 1994, are management fees and administrative
expenses of approximately $436,000, $316,000 and $278,000, respectively, paid to
affiliated companies. All affiliated companies referred to in this Item 12 are
owned by Anthony J. Nicoli and/or family members who are the majority owners of
the Company.
The Company leases snowmobiles under short-term leases from an affiliated
company. For the years ended March 31, 1996, 1995 and 1994 this lease expense
totaled $169,000, $169,000 and $190,000, respectively.
23
<PAGE>
PART IV
-------
Item 13. Exhibits, Financial Statements, Schedules and Reports on
Form 8-K
<TABLE>
<CAPTION>
(a) 1. Financial Statements Page
----
<S> <C>
The following consolidated financial statements
of International Leisure Hosts, Ltd. and Subsidiary
are included in Part II, Item 7:
Independent Auditors' Report . . . . . . . . . . . . . . . 12
Consolidated Balance Sheets - March 31, 1996
and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 13
Consolidated Statements of Income -
years ended March 31, 1996, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 14
Consolidated Statements of Shareholders' Equity -
years ended March 31, 1996, 1995 and 1994 . . . . . . . . 15
Consolidated Statements of Cash Flows-
years ended March 31, 1996, 1995 and 1994. . . . . . . . . 16
Notes to consolidated financial statements . . . . . . . 17
3. The following exhibits are incorporated
by reference as indicated:
3.1 (By-Laws-Adopted June 22, 1992
Filed with Form 10-K dated March 31, 1992)
3.2 (Articles of Incorporation-filed with Form 10-K dated
March 31, 1986, pages 32-41)
10.1 (United States Department of the Interior National
Park Service Contract-filed with Form 10-Q dated
December 31, 1989)
10.2 Pacific West Construction Contract for new lodge building
filed with Form 10-KSB dated March 31, 1994
10.3 Pacific West Construction Contract for 50 new lodging units
filed with Form 10-QSB dated June 30, 1994
10.4 Pacific West Construction contract for 42 new lodging units filed
with Form 10-QSB dated September 30, 1995
22. Subsidiaries of Registrant: incorporated by reference from the
Registrant's report on Form 10-KSB dated March 31, 1994
</TABLE>
24
<PAGE>
(b) Reports on Form 8-K: None were filed in fourth quarter.
All other schedules and exhibits for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable and, therefore, have been
omitted.
25
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
International Leisure Hosts, Ltd.
---------------------------------
/s/ John L. Bradley
------------------------------------
John L. Bradley
President
Date: July 1, 1996
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
/s/ Anthony J. Nicoli /s/ Elizabeth A. Nicoli
- ----------------------------- ---------------------------------------
Anthony J. Nicoli, Director, Elizabeth A. Nicoli
Chariman and Treasurer Director/Secretary
Date: July 1, 1996 Date: July 1, 1996
---------------- -----------------
/s/ F. Ray Evarts /s/ Mark G. Sauder
- ----------------------------- ---------------------------------------
F. Ray Evarts, Director Mark G. Sauder, Chief Financial Officer
Date: July 1, 1996 Date: July 1, 1996
---------------- -----------------
/s/ Daniel J. Ryan
- ---------------------------------------
Daniel J. Ryan, Chief Accountant
Date: July 1, 1996
----------------
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 49,645
<SECURITIES> 0
<RECEIVABLES> 10,433
<ALLOWANCES> 0
<INVENTORY> 167,004
<CURRENT-ASSETS> 319,395
<PP&E> 6,533,690
<DEPRECIATION> 2,589,192
<TOTAL-ASSETS> 4,266,371
<CURRENT-LIABILITIES> 303,547
<BONDS> 0
0
0
<COMMON> 7,184
<OTHER-SE> 3,777,788
<TOTAL-LIABILITY-AND-EQUITY> 4,266,371
<SALES> 1,710,931
<TOTAL-REVENUES> 3,976,093
<CGS> 960,687
<TOTAL-COSTS> 3,705,906
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 270,187
<INCOME-TAX> 71,000
<INCOME-CONTINUING> 199,187
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 199,187
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
