<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
JOINT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Commission File Number: 1-8927 Commission File Number: 0-16156
(formerly 0-6627) ------ -------
HOMEFREE VILLAGE RESORTS, INC. HOMEFREE INVESTORS L.P.
- ----------------------------------------------------- ------------------------------------------------------
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
Delaware Delaware
- -------------------------------------------------------------- ------------------------------------------------
(State or other jurisdiction of incorporation or organization) (State or other jurisdiction of incorporation or
organization)
37-0959405 84-1062287
- ------------------------------------ ------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1400 S. Colorado Boulevard 1400 S. Colorado Boulevard
Denver, Colorado 80222 Denver, Colorado 80222
- ---------------------------------------- ----------------------------------------
(Address of principal executive offices, (Address of principal executive offices,
including zip code) including zip code)
(303) 757-3002 (303) 757-3002
- ------------------------------- -------------------------------
(Registrant's telephone number, (Registrant's telephone number,
including area code)* including area code)*
</TABLE>
Indicate by check mark whether the registrants (1) have 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 (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
YES NO X
--- ---
Indicate the number of shares and interests outstanding of each of the issuers'
classes of common stock or partnership interests, respectively, as of the close
of business on June 30, 1996:
<TABLE>
<S> <C> <C>
Homefree Village Resorts, Inc. Common Stock $.001 Par Value 10,483,982
Homefree Investors L.P. Assignee Limited Partnership Interest 10,483,982
</TABLE>
N/A
- --------------------------------------------------------------------------------
(former name, former address and former fiscal year, if changed since last
report)
<PAGE> 2
HOMEFREE VILLAGE RESORTS, INC. AND HOMEFREE INVESTORS L.P.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COMBINED
Combined Balance Sheets --
March 31, 1996 and December 31, 1995 2
Combined Statements of Operations --
Three Months ended March 31, 1996 and 1995 4
Combined Statements of Cash Flows --
Three Months ended March 31, 1996 and 1995 5
THE COMPANY
Consolidated Balance Sheets --
March 31, 1996 and December 31, 1995 6
Consolidated Statements of Operations --
Three Months ended March 31, 1996
and 1995 8
Consolidated Statements of Cash Flows --
Three Months ended March 31, 1996 and 1995 9
THE PARTNERSHIP
Balance Sheets -- March 31, 1996 and
December 31, 1995 10
Statements of Operations -- Three Months
ended March 31, 1996 and 1995 11
Statements of Cash Flows --
Three Months ended March 31, 1996 and 1995 12
Notes to Financial Statements 13
Item 2. Management's Discussion and Analysis 14
of Financial Condition and Results of Operations
PART II. OTHER INFORMATION 17
</TABLE>
1
<PAGE> 3
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
AND HOMEFREE INVESTORS L.P. (a limited partnership)
COMBINED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- -----------
<S> <C> <C>
CURRENT ASSETS: (unaudited)
Cash and cash equivalents $ 9,000 $ 38,700
Other current assets 5,800 4,000
---------- ----------
Total current assets 14,800 42,700
RECEIVABLES FROM UNCONSOLIDATED
ENTITIES, net 8,609,300 8,620,200
INVESTMENTS IN UNCONSOLIDATED
ENTITIES 83,100 82,400
PROPERTY, FURNITURE AND EQUIPMENT, at cost
Office furniture and equipment 103,400 102,900
Vehicles 25,000 25,000
---------- ----------
128,400 127,900
Accumulated depreciation (111,500) (110,000)
---------- ----------
Net property and equipment 16,900 17,900
---------- ----------
OTHER ASSETS
Land option costs 195,600 195,600
TOTAL ASSETS $8,919,700 $8,958,800
========== ==========
</TABLE>
See Notes to Financial Statements. 2
<PAGE> 4
LIABILITIES, STOCKHOLDERS' EQUITY AND PARTNERS' DEFICIT
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued
expenses $ 89,000 $ 94,600
Payable to AWP 315,500 150,500
Current maturities of long-term debt 44,400 44,400
Total current liabilities 448,900 289,500
LONG TERM DEBT, less current maturities:
Unconsolidated entity 7,154,500 7,154,500
Other -- --
DEFERRED INCOME TAXES -- --
DEFERRED PROFIT 488,500 488,500
OTHER LIABILITIES, payable to unconsolidated entities -- --
STOCKHOLDER'S EQUITY AND PARTNERS'
DEFICIT:
Preferred stock, $1.00 par value;
3,000,000 shares authorized; none issued and outstanding
Common stock, $.001 par value;
15,000,000 shares authorized; 10,484,000 shares issued and
outstanding 10,500 10,500
Additional paid-in capital 3,537,000 3,537,000
Accumulated deficit (2,491,300) (2,293,100)
Partners' deficit - limited partners (228,400) (228,100)
----------- -----------
Total stockholders' equity and partners' deficit 827,800 1,026,300
----------- -----------
TOTAL LIABILITIES, STOCKHOLDERS' EQUITY
AND PARTNERS' DEFICIT $ 8,919,700 $ 8,958,000
=========== ===========
</TABLE>
See Notes to Financial Statements. 3
<PAGE> 5
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
AND HOMEFREE INVESTORS L.P. (a limited partnership)
COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------
March 31, March 31,
1996 1995
----------- -----------
(unaudited)
<S> <C> <C>
REVENUES:
Management and administrative fees from
unconsolidated entities $ 61,600 $ 72,000
Equity in earnings of AWP 2,800 2,200
Interest 3,000 5,800
----------- -----------
67,400 80,000
----------- -----------
EXPENSES:
General and administrative 126,700 167,300
Interest 1,500 --
Equity in losses of APL 2,100 1,800
Loss on related party receivables/administrative fee 135,600 --
----------- -----------
265,900 169,100
LOSS BEFORE INCOME TAXES (198,500) (89,100)
DEFERRED INCOME TAX BENEFIT -- 30,300
----------- -----------
NET LOSS $ (98,500) $ (58,800)
=========== ===========
NET LOSS PER PAIRED SHARE $ (.02) $ (.01)
=========== ===========
WEIGHTED AVERAGE PAIRED SHARES
OUTSTANDING 10,484,000 10,484,000
=========== ===========
</TABLE>
See Notes to Financial Statements. 4
<PAGE> 6
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
AND HOMEFREE INVESTORS L.P. (a limited partnership)
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------------
March 31, March 31,
1996 1995
--------- ---------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(198,500) $ (58,800)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 1,600 1,600
Equity in losses (earnings) of unconsolidated entities, net (700) (400)
Cash advances to officer and director -- (20,100)
Provision for loss on related party receivables (10,100) --
Deferred income taxes -- (30,300)
Changes in operating assets and liabilities:
Decrease (increase) in:
Principal and accrued interest receivable - officer and director 10,100 --
Other assets (1,800) 2,300
Increase (decrease) in:
Accounts payable and accrued expenses (5,600) (4,900)
--------- ---------
Net cash used in operating activities $(205,000) $(110,600)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash advances to unconsolidated entities (125,000) --
Collection of advances from unconsolidated entities 135,800 117,800
Purchase of equipment (500) (3,400)
--------- ---------
Net cash provided by (used in) investing activities 10,300 (114,400)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from related party 165,000 --
--------- ---------
Net cash provided by (used in) financing activities 165,000 --
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (29,700) 3,800
CASH AND CASH EQUIVALENTS, beginning of year 38,700 10,600
--------- ---------
CASH AND CASH EQUIVALENTS,
end of quarter $9,000 $14,400
========= =========
</TABLE>
See Notes to Financial Statements. 5
<PAGE> 7
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- ----------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 9,000 $ 38,700
Other current assets 5,800 4,000
---------- ----------
Total current assets
14,800 42,700
RECEIVABLES FROM UNCONSOLIDATED
ENTITIES, net 8,609,300 8,620,200
INVESTMENTS IN UNCONSOLIDATED ENTITIES 83,100 82,400
PROPERTY AND EQUIPMENT, at cost:
Office furniture and equipment 103,400 102,900
Vehicles 25,000 25,000
---------- ----------
128,400 127,900
Accumulated depreciation (111,500) (110,000)
---------- ----------
Net property and equipment 16,900 17,900
LAND OPTION COSTS 195,600 195,600
---------- ----------
TOTAL ASSETS $8,919,700 $8,958,800
========== ==========
</TABLE>
See Notes to Financial Statements. 6
<PAGE> 8
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- ----------
(unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses $89,000 $94,600
Payable to AWP 315,500 150,500
Current maturities of long-term debt 44,400 44,400
Total current liabilities 448,900 289,500
LONG TERM DEBT, less current maturities:
Unconsolidated entity 7,154,500 7,154,500
Other -- --
DEFERRED INCOME TAXES -- --
DEFERRED PROFIT 488,500 488,500
OTHER LIABILITIES, payable to unconsolidated entities -- --
Stockholders' equity:
Preferred stock, $1.00 par value;
3,000,000 shares authorized, none issued and outstanding -- --
Common stock, $.001 par value;
authorized 15,000,000 shares; issued and outstanding 10,484,000
shares 10,500 10,500
Additional paid-in capital 3,537,000 3,537,000
Accumulated deficit (2,719,700) (2,521,200)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 827,800 1,026,300
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $8,919,700 $8,958,800
========== ==========
</TABLE>
See Notes to Financial Statements. 7
<PAGE> 9
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
March 31, March 31,
1996 1995
---------- ----------
(unaudited)
<S> <C> <C>
REVENUES:
Management and administrative fees from
unconsolidated entities $61,600 $72,000
Equity in earnings of unconsolidated entities 2,800 2,200
Interest 3,000 5,800
---------- ----------
67,400 80,000
---------- ----------
EXPENSES:
General and administrative 126,400 157,200
Interest 1,500 --
Equity in losses of APL 2,100 1,800
Impairment of investment in HILP 300 10,100
Loss on related party receivables/Administrative fee 135,600 --
---------- ----------
265,900 169,100
LOSS BEFORE INCOME TAXES (198,500) (89,100)
INCOME TAX BENEFIT -- 30,300
NET LOSS $ (198,500) $ (58,800)
========== ==========
NET LOSS PER COMMON SHARE $ (.02) $ (.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 10,484,000 10,484,000
========== ==========
</TABLE>
See Notes to Financial Statements. 8
<PAGE> 10
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
March 31, March 31,
1996 1995
--------- ---------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(198,500) $(58,800)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation 1,600 1,600
Equity in losses (earnings) of unconsolidated entities, net (700) (400)
Impairment of investment in HILP 300 10,100
Cash advances to officer and director -- (20,100)
Provision for loss on related party receivables (10,100) --
Deferred income tax benefit -- (30,300)
Changes in operating assets and liabilities:
Decrease (increase) in:
Principal and accrued interest receivable - officer and director 10,100 --
Other assets (1,800) 2,300
Increase (decrease) in:
Accounts payable and accrued expenses (5,600) ( 4,900)
--------- ---------
Net cash used in operating activities $(204,700) $(100,500)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash advances to unconsolidated entities (125,000) --
Collection of advances from unconsolidated entities 135,800 117,800
Cash advance for land option -- --
Investment in unconsolidated entities (300) (10,100)
Purchase of equipment (500) (3,400)
--------- ---------
Net cash provided by investing activities 10,000 $104,300
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from related party 165,000 --
Payments under land option contract -- --
Principal payments on long-term debt -- --
--------- ---------
Net cash provided by (used in) financing activities 165,000 --
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (29,700) 3,800
CASH AND CASH EQUIVALENTS,
beginning of year 38,700 10,600
--------- ---------
CASH AND CASH EQUIVALENTS,
end of quarter $ 9,000 $ 14,400
========= =========
</TABLE>
See Notes to Financial Statements. 9
<PAGE> 11
HOMEFREE INVESTORS L.P.
(a limited partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSET, Receivable from
Homefree Village Resorts $315,500 $150,500
======== ========
LIABILITIES
-----------
CURRENT LIABILITY, Payable to AWP $315,000 $150,500
PARTNERS' CAPITAL -- --
-------- --------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $315,500 $150,500
======== ========
</TABLE>
See Notes to Financial Statements. 10
<PAGE> 12
HOMEFREE INVESTORS L.P.
(a limited partnership)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------
March 31, March 31,
1996 1995
---------- ----------
(unaudited)
<S> <C> <C>
REVENUE $ -- $ --
GENERAL AND ADMINISTRATIVE EXPENSES 300 10,100
---------- ----------
NET LOSS $ (300) $(10,100)
========== ==========
NET LOSS PER LIMITED PARTNERSHIP INTEREST $ -- $ --
========== ==========
WEIGHTED AVERAGE LIMITED PARTNERSHIP
INTERESTS OUTSTANDING 10,484,000 10,484,000
========== ==========
</TABLE>
See Notes to Financial Statements. 11
<PAGE> 13
HOMEFREE INVESTORS L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------
March 31, March 31,
1996 1995
--------- ----------
(unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (300) $ (10,100)
Adjustments to reconcile net loss to
net cash used in operating activities: -- --
--------- ----------
Net cash used in operating
activities (300) (10,100)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions by general partner 300 10,100
--------- ----------
NET CHANGE IN CASH -- --
CASH, beginning of period -- --
CASH, end of period $ -- $ --
========= ==========
</TABLE>
See Notes to Financial Statements. 12
<PAGE> 14
HOMEFREE VILLAGE RESORTS, INC. AND SUBSIDIARIES
AND HOMEFREE INVESTORS L.P. (a limited partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
A. COMBINED, CONSOLIDATED AND SEPARATE FINANCIAL STATEMENTS
Reference is made to Note 2 of the Financial Statements included in the Joint
Annual Report on Form 10-K for the year ended December 31, 1995. In the
opinion of management of the Company and the Partnership, the accompanying
unaudited combined, consolidated and separate financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position as of March 31, 1996, the results of
operations and the cash flows for the three months ended March 31, 1996.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting
principles, have been omitted. It is suggested that the above combined,
consolidated and separate financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's and the
Partnership's Joint Annual Report on Form 10-K for the fiscal year ended
December 31, 1995. The results of operations for the three month period ended
March 31, 1996, are not necessarily indicative of the operating results for the
Company and the Partnership for the full year.
The combined financial statements include the accounts of the Partnership and
of the Company and its subsidiaries. All material intercompany balances and
transactions have been eliminated.
B. PAIRING PLAN
The Assignee Limited Partnership interests in the Partnership ("Partnership
Shares") and the shares of Common Stock of the Company are paired on a
share-for-share basis. The shares can be transferred and traded only in units
("Paired Shares") consisting of the same number of Partnership Shares and
shares of Common Stock of the Company.
C. RELATED PARTY TRANSACTIONS
The Company holds an interest-bearing note from Craig M. Bollman, Jr.,
President and Chairman of the Board, in the amount of $299,900 at March 31,
1996. This indebtedness was incurred in connection with personal loans. This
note bears interest at the "Applicable Federal rate" which is the lowest rate
permitted by the Internal Revenue Service without imputing interest on a
transaction. The largest amount outstanding under this note during fiscal 1996
was $310,000. In prior years, a provision for losses was recorded in
connection with this note that constituted 100% of the outstanding balance.
During 1996, the Company recorded a loss restoration of $10,100 associated with
this note inasmuch as a partial repayment was made.
13
<PAGE> 15
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
The Company
Historically, the Company has not required large amounts of working capital
because the properties in which the Company has interests have been acquired,
financed and improved by related entities.
Cash used for operating activities during the first quarter of 1996 totalled
$204,700. Cash generated from investing activities ($10,000) resulted
principally from the net collection of advances from unconsolidated entities.
Cash provided by financing activities ($165,000) is attributable to an advance
from an affiliated party.
The Company believes that it will be able to continue as a going concern. The
Company has completed a response to the SEC's comments to its "going private".
If completed this transaction will result in the Company's savings of
approximately $50,000 per year in direct accounting, legal and administrative
costs, along with a savings of considerable management time, thereby improving
the Company's cash flow and efficiency of management. Further, the Company
expects that improved operations of the Monte Vista project will generate
additional cash flow, thereby resulting in additional repayment of the
Company's loans to Aristek Properties and MV I. MV I also recently
restructured its first mortgage debt, and generated additional financing, which
will improve the Company's liquidity. The Company will also continue to reduce
personnel and administrative costs, so as to minimize cash outflow until new
sources of revenues can be obtained. The Company itself does not have long
term debt and therefore, has no long term liquidity requirements. Aristek
Properties Ltd. and Aristek Western Properties, in which the Company has an
interest, are separate entities and have long term debt which the Company
believes can be satisfied from the assets of the two entities.
The Partnership
At present, the Partnership has no net assets or liabilities and conducts no
business and thus has no capital needs. While future business of the
Partnership has not been determined, availability of capital will be considered
if and when such business is determined.
14
<PAGE> 16
RESULTS OF OPERATIONS
The Company
Three Months Ended March 31, 1996 Compared to Three Months Ended March 31, 1995
The Company recorded a net loss of $198,500 for the three months ended March
31, 1996, compared to a net loss of $58,800 for the three months ended March
31, 1995. The additional loss ($139,700) was attributable principally to the
payment and recognition of administrative fees earned but not recorded in prior
years.
Total revenues for the three months ended March 31, 1996 were $67,400 compared
to $80,000 for the three months ended March 31, 1995. The decrease in revenues
($12,600) resulted chiefly from a decision to eliminate the revenue and expense
associated with the administrative fee payable to Homefree General Partners and
to record the administrative fee net of any related party receivable loss
provision or restoration. This treatment is consistent with the methodology
recommended by the Company's Independent Auditors.
Total expenses for the three months ended March 31, 1996, were $265,900
compared with $169,100 for the three months ended March 31, 1995. The increase
($96,800) is attributable principally to recognition of additional
administrative fees earned but not recorded in prior years of $135,600
partially offset by a reduction in general and administrative expenses of
$30,800. The reduction in general and administrative expenses include $10,000
related to the reclassification of the administrative fee as described above.
No tax provision has been recorded during the three months ended March 31,
1996, inasmuch as the realization of future tax benefits is uncertain and
cannot be assured. The effective tax rate used for determining the income tax
benefit with respect to the three months ended March 31, 1995, was 34% based on
the projected annual effective tax rate for that fiscal year.
The Partnership
The Partnership has not commenced its planned operations.
15
<PAGE> 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27.1 Financial Data Schedule Homefree Village Resorts,
Inc.
27.2 Financial Data Schedule Homefree Investors LP
b. No reports on Form 8-K were filed during the period
covered by this report.
16
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed on behalf of the Registrant and in the capacities and on
the dates indicated:
HOMEFREE VILLAGE RESORTS, INC. HOMEFREE INVESTORS L.P.
- ------------------------------ -----------------------------
Registrant (the "Company") Registrant (the "Partnership")
by: Homefree General Partners,
its General Partner
by: Homefree Village Resorts,
Inc., a General Partner
/s/ Craig M. Bollman, Jr. /s/ Craig M. Bollman, Jr.
- -------------------------------- ------------------------------
Craig M. Bollman, Jr. Craig M. Bollman, Jr.
Chairman of the Board President
(Principal Executive and
Financial Officer)
Dated: July 12, 1996 Dated: July 12, 1996
17
<PAGE> 19
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
27.1 Financial Data Schedule Homefree Village Resorts, Inc.
27.2 Financial Data Schedule Homefree Investors LP
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000065291
<NAME> HOMEFREE VILLAGE RESORTS, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 9,000
<SECURITIES> 0
<RECEIVABLES> 8,609,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,800
<PP&E> 128,400
<DEPRECIATION> 111,500
<TOTAL-ASSETS> 8,919,700
<CURRENT-LIABILITIES> 448,900
<BONDS> 7,154,500
0
0
<COMMON> 10,500
<OTHER-SE> 817,300
<TOTAL-LIABILITY-AND-EQUITY> 8,919,700
<SALES> 0
<TOTAL-REVENUES> 67,400
<CGS> 0
<TOTAL-COSTS> 265,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 135,600
<INTEREST-EXPENSE> 1,500
<INCOME-PRETAX> (198,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (198,500)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000820889
<NAME> HOMEFREE INVESTORS, LP
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 9,000
<SECURITIES> 0
<RECEIVABLES> 8,609,300
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,800
<PP&E> 128,400
<DEPRECIATION> 111,500
<TOTAL-ASSETS> 8,919,700
<CURRENT-LIABILITIES> 448,900
<BONDS> 7,154,500
0
0
<COMMON> 10,500
<OTHER-SE> 817,300
<TOTAL-LIABILITY-AND-EQUITY> 8,919,700
<SALES> 0
<TOTAL-REVENUES> 67,400
<CGS> 0
<TOTAL-COSTS> 265,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 135,600
<INTEREST-EXPENSE> 1,500
<INCOME-PRETAX> (198,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (198,500)
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>