SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from............to............
Commission File Number 0-12114
---------------------------
CADIZ LAND COMPANY, INC.
(Exact name of registrant specified in its charter)
DELAWARE 77-0313235
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, CA 91730
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (909) 980-2738
-------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
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 (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
----- -----
The number of shares outstanding of each of the Registrant's classes of
Common Stock at August 8, 1995 was 17,553,454 shares of Common Stock,
par value $0.01.
CADIZ LAND COMPANY, INC.
For the Three Month Period Ended June 30, 1995
TABLE OF CONTENTS
-----------------
Page
----
I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. Balance Sheet 1-2
B. Statement of Cash Flows 3
C. Statement of Operations 4
D. Statement of Stockholders' Equity 5
E. Notes 6-7
II. SUPPLEMENTARY INFORMATION
A. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-13
B. Other Information 14
C. Signatures 15
<TABLE>
CADIZ LAND COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
($ in thousands)
<CAPTION>
June 30, March 31,
1995 1995
-------- --------
(unaudited)
<S> <C> <C>
Cash and cash equivalents (Note 3) $ 465 $ 2,454
Inventory 537 198
Property and equipment, net 2,385 2,308
Land and improvements, net
Developed property, net 9,686 9,715
Unimproved land 11,852 11,792
Water transfer projects 2,183 1,764
Excess of purchase price over net
assets acquired, net 5,331 5,389
Debt issue costs and other assets 1,195 1,268
--------- ---------
$ 33,634 $ 34,888
--------- ---------
--------- ---------
<FN>
See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
<TABLE>
CADIZ LAND COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
($ in thousands except number of shares)
<CAPTION>
June 30, March 31,
1995 1995
------- --------
(unaudited)
<S> <C> <C>
Accounts payable $ 951 $ 1,174
Other liabilities 581 385
Debt 16,726 16,381
Contingencies (Note 4)
Stockholders' equity:
Common stock - $.01 par value,
24,000,000 shares authorized;
shares issued and outstanding -
17,103,454 at June 30, 1995
and 16,988,454 at March 31, 1995 171 170
Additional paid-in capital 62,965 62,687
Accumulated deficit (47,760) (45,909)
------- -------
Total stockholders' equity 15,376 16,948
------- -------
$ 33,634 $ 34,888
-------- --------
-------- --------
<FN>
See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
<TABLE>
CADIZ LAND COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
($ in thousands)
(unaudited)
<CAPTION>
Three Months Ended
June 30,
-------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Loss from continuing operations $ (1,851) $ (1,194)
Adjustments to reconcile loss from continuing
operations to net cash used for continuing
operating activities:
Depreciation and amortization 470 356
Interest capitalized to debt 127 76
Extraordinary gain on debt settlement (115)
The effect on net cash used for continuing
operating activities from changes in
assets and liabilities:
Inventory and notes receivable (339) 13
Debt issue costs and other assets (72) (138)
Accounts payable and other liabilities (27) (508)
------- -------
Net cash used for continuing operating
activities (1,692) (1,510)
Net cash provided by discontinued operating
activities -0- 57
------- -------
Net cash used for operating activities (1,692) (1,453)
------- -------
Cash flows from investing activities:
Land purchase and development (135) (105)
Water transfer projects (419) (186)
Additions to property and equipment (175) (303)
------- -------
Net cash used for investing activities (729) (594)
------- ------
Cash flows from financing activities:
Net proceeds from issuance of common stock 279 1,804
Proceeds from issuance of debt 155
Principal payments on debt (2) (256)
------- --------
Net cash provided by financing activities 432 1,548
------- --------
Net increase (decrease) in cash (1,989) (499)
Cash, beginning of year 2,454 4,408
-------- --------
Cash, end of period $ 465 $ 3,909
-------- --------
-------- --------
<FN>
See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
<TABLE>
CADIZ LAND COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
($ in thousands except per share data)
(unaudited)
<CAPTION>
Three Months Ended
June 30,
-------
1995 1994
---- -----
<S> <C> <C>
Revenues $ 54 $ 29
------- -------
Costs and expenses:
Resource development 959 515
General and administrative 448 474
Amortization 58 58
------- -------
1,465 1,047
------- -------
Operating loss (1,411) (1,018)
Interest expense, net 440 291
------- -------
Loss before extraordinary item (1,851) (1,309)
Extraordinary item:
Gain on debt settlement -0- 115
------- -------
Net loss $(1,851) $ (1,194)
------- --------
------- --------
Earnings (loss) per share:
Loss before discontinued operations
and extraordinary item $ (0.11) $ (0.08)
Extraordinary item -0- .01
------- --------
Net loss per share $ (0.11) $ (0.07)
------- --------
------- --------
<FN>
See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
<TABLE>
CADIZ LAND COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Three months Ended June 30, 1995
($ in thousands except number of shares)
(unaudited)
<CAPTION>
Total
Common Stock Paid-In Accumulated Stockholders'
Shares Amount Capital Deficit Equity
--------- -------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Balance as of
March 31, 1995 16,988,454 $ 170 $62,687 $ (45,909) $ 16,948
Exercise of stock
options (Note 3) 115,000 1 278 279
Net loss (1,851) (1,851)
---------- ------- ------- --------- ---------
Balance as of
June 30, 1995 17,103,454 $ 171 $62,965 $ (47,760) $ 15,376
---------- ------- ------- --------- ---------
---------- ------- ------- --------- ---------
<FN>
See Accompanying Notes to the Consolidated Financial Statements
</TABLE>
CADIZ LAND COMPANY, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - CURRENT STATUS AND DESCRIPTION OF BUSINESS
Business of the Company
- -----------------------
Cadiz Land Company, Inc. (the "Company") identifies, acquires and develops
properties (to date in the desert regions of Southern California) which have
significant indigenous supplies of water. The Company currently owns or
controls approximately 41,750 acres, with its largest property totaling
approximately 31,800 acres at Cadiz, California. The Company's primary
objective is to maximize the long-term value of each of its properties
through strategic use of the water resources associated with the properties.
The alternatives available to the Company, which are evaluated by management
on an ongoing basis, include the transfer of water to third party users
and/or the development of the properties using indigenous water sources
for agricultural, commercial or residential purposes.
The transfer of water to third party users, both from the Cadiz property
and from other Company properties, is being actively pursued by the Company.
It is expected that water from the Cadiz water transfer project will be
capable of delivering between 30,000 and 50,000 acre-feet of water per
year which will be sold to various California water agencies pursuant to
water delivery contracts which the Company is currently negotiating. The
specific terms of these contracts are expected to be submitted for public
review during the 1996 fiscal year. In addition, the Company has submitted
the Final Draft Feasibility Report, prepared for the project under the joint
review of the Company and a public water agency, which included the various
results of independent studies conducted throughout the year. The Company
has also submitted a Conceptual Ground Water Management Plan which clarifies
many of the hydrological features and resource management concepts of the
proposed water transfer project. All remaining required environmental
reports are expected to be filed within fiscal 1996.
The Company has also commenced water development operations at its
landholding in the Piute valley, which is located approximately 12
miles from the Colorado River near the town of Needles, California.
Following the drilling of a production well on the property in
February 1995, and the results of preliminary engineering tests, the
Company has determined both the quantity and the quality of the underlying
water to be suitable for commercial development and that the depth of the
ground water table allows for economic production of ground water. The
Company believes that the Piute water transfer project is both technically
and economically feasible and is currently analyzing its options for
development.
Additionally, agricultural development at Cadiz has been an integral part
of the Company's ongoing business strategy as a means of maximizing the
value of the Company's landholding as a way to generate cash flow from such
landholding. As of March 31, 1995, 800 acres have been developed to table
grapes, 560 acres have been developed to citrus, and 240 acres have been
planted to various row crops. In addition to the land improvements, seven
production wells, drip and micro spray irrigation systems and facilities
to accommodate a temporary contract labor force were installed during the
1995 fiscal year.
Basis of Presentation
- ---------------------
The Condensed Consolidated Financial Statements have been prepared by the
Company without audit and should be read in conjunction with the
consolidated financial statements and notes hereto included in the
Company's latest Form 10-K for the period ended March 31, 1995. The
foregoing condensed consolidated financial statements include all
adjustments, consisting only of normal recurring adjustments which the
Company considers necessary for a fair presentation. The results of
operations for the three months ended June 30, 1995 are not necessarily
indicative of the results to be expected for the full fiscal year.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
See Note 2 to the Consolidated Financial Statements included in the
Company's latest Form 10-K for a discussion of the Company's accounting
policies.
NOTE 3 - STOCK OPTIONS EXERCISED AND PRIVATE PLACEMENTS
During the quarter ended June 30, 1995, 115,000 previously outstanding stock
options were exercised resulting in gross proceeds to the Company of $281,250.
Subsequent to the quarter ended June 30, 1995, the Company completed private
placements of 450,000 shares of its common stock resulting in gross proceeds
to the Company of $1,800,000.
NOTE 4 - CONTINGENCIES
As further discussed in Note 9 to the Consolidated Financial Statements
included in the Company's latest Form 10-K, the Company was awarded full
reimbursement for all of its legal fees and costs incurred in defending
a legal action for which the plaintiffs filed an appeal. In August 1995,
the Arizona Court of Appeals ruled in favor of the trial court's judgement
upholding the award for full reimbursement to the Company for such legal
fees and costs incurred. In addition, the Court of Appeals has awarded
the Company reimbursement for legal fees on appeal, the amount of which
has yet to be determined. The Company has not recorded a gain contingency
in connection with this matter, however, the plaintiffs have posted a cash
bond from which the Company can collect its judgement which is estimated
at approximately $400,000.
CADIZ LAND COMPANY, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited)
RESULTS OF OPERATIONS
Quarter Ended June 30, 1995 Compared to Quarter Ended June 30, 1994
- -------------------------------------------------------------------
During the quarter ended June 30, 1995, the Company had a net loss of
$1,851,000 compared to a loss of $1,194,000 during the same period in 1994.
The following table summarizes the net loss for both periods (in thousands):
1995 1994
------- -------
Revenues $ 54 $ 29
------ -------
Resource development 959 515
General and administrative 448 474
Amortization 58 58
Interest expense, net 440 291
Extraordinary gain on debt settlement -0- (115)
------ ------
$1,851 $1,194
------ ------
------ ------
Revenues
- --------
Revenues are recognized from the Company's resource development as a result
of its agricultural operations. Gross crop proceeds for the quarter ended
June 30, 1995 and June 30, 1994 totaled $52,000 and $29,000, respectively.
Although the Company, in partnership with established row crop growers, is
currently farming honeydew and seedless watermelons, such revenues will not
be received until the second quarter.
Resource Development
- --------------------
Expenses recorded in this category consist of costs incurred in the
agricultural, land and water resource development of the Company's
landholdings. As an integral part of its strategy to control the ultimate
use of the resources associated with the Cadiz project, the Company
continues to maintain control of management of both the infrastructure
associated with these properties as well as the development of the area
for agricultural use. Accordingly, costs related to the Company's
management of its infrastructure and agricultural development are included
in Resource Development. Additionally, operating costs associated with the
Company's produce brokerage and the Company's continual evaluation of
additional potential land acquisition sites, such as overhead, legal and
travel are included within this category.
Resource development expenses totaled $959,000 for the quarter ended June 30,
1995 as compared to $515,000 for the same period in 1994, resulting in an
increase of $444,000. Operating expenses attributable to the Company's
produce brokerage, which was created in April 1995, totalled $28,000 for
the first quarter in fiscal 1996. The Company also incurred $342,000 in
professional fees in connection with its vigorous opposition to a
proposed waste landfill project at a site located adjacent to its Cadiz
landholding which is discussed in further detail in the Company's latest
Form 10-K. The remaining increase was due to higher levels of activities
related to the development of 160 acres to row crops which occurred during
the last several months of fiscal 1995.
General and Administrative
- --------------------------
General and administrative expenses decreased by approximately $28,000 in
1995 compared to 1994 due to reduced professional fees.
Interest Expense
- ----------------
Net interest expense totaled $440,000 during the quarter ended June 30, 1995
as compared to $291,000 during the same period in 1994. The following table
summarizes the components of net interest expense for the three month
periods ended June 30, 1995 and 1994 (in thousands):
1995 1994
------ ------
Interest expense on outstanding debt $ 245 $ 211
Amortization of financing costs 210 120
Interest income (15) (40)
------ -----
Net interest expense $ 440 $ 291
------ -----
------ -----
Interest expense on outstanding debt increased during the period as a result
of an increased level of borrowing. Amortization of financing costs
increased as a result of debt issue costs incurred in connection with the
March 1995 additional loan as further discussed in the Company's latest
Form 10-K.
Gain on Debt Settlement
- -----------------------
In June 1994, the Company retired a note payable in the amount of $249,000
to an individual at a discounted amount resulting in an extraordinary gain
on settlement of debt of $115,000. The note, which originated in 1985, was
scheduled to be retired with a balloon payment in December 1996.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and Capital Resources
- -------------------------------
Pursuant to its business strategy, the Company utilizes its working capital
primarily for development purposes: that is, for purposes designed to
increase the long term value of its properties. A substantial portion
of these developmental expenses are being incurred in connection with the
development of the Company's water transfer projects at Cadiz and Piute.
As the Company does not expect to receive significant revenues from these
water transfer projects until 1997, the Company has been required to obtain
financing to bridge the gap between the time development expenses are
incurred and the time a revenue stream will commence. Accordingly, the
Company has looked to outside funding sources to address its liquidity and
working capital needs. Since the beginning of the 1992 fiscal year, the
Company has addressed these needs primarily through secured debt financing
arrangements with its lenders, private placements and the exercise of
outstanding stock options.
With the implementation of the Company's program to conduct agricultural
operations on its properties primarily through third party leasing and
joint venture operations and the establishment of its produce brokerage,
agricultural operations are expected to be cash flow positive in 1996 and
subsequent years.
Operational Arrangements
- ------------------------
The Company is currently negotiating the specific terms of water delivery
contracts with several California water agencies with respect to its Cadiz
project. Such terms include institutional arrangements, quantity of
delivered water, pricing concepts and formulas and ownership of the
pipeline and delivery system. The Company is also proceeding with the
remaining environmental reports which are required to be filed prior to
commencement of construction.
In addition, the Company is negotiating with several prospective purchasers of
its water from the Piute project. The Company believes that much of the
development work being performed for the Cadiz project will be transferrable
to the Piute project, thus making it possible for water transfers from Piute
to begin in parallel with or shortly after Cadiz.
Since December 1992, the Company has leased its table grape vineyard to
an independent operator in return for both a fixed minimum income stream
and a percentage of the gross revenue. Given the success of this
arrangement for both the Company and the operator, both parties are
currently renegotiating for an additional multi-year term at an increased
rate to the Company, although no assurances can be given.
The 560-acre citrus orchard at Cadiz produced its first harvest in fiscal
1995, although the Company expects improved results during the 1996 fiscal
year as the trees continue to mature. The Company currently markets the
citrus through a large international conglomerate and anticipates that it
will to continue to do so.
Following the successful completion of trial plantings of a variety of row
crops in the winter of 1994-1995, the Company entered into several ventures
with established row crop growers whereby a total of 240 acres at Cadiz
were planted to row crops. Successful harvests of honeydew melons,
tomatoes and radicchio have been completed. Proceeds from these crop
harvests are expected to be received during the second quarter of fiscal
1996.
The Company is preparing 160 acres for a second planting of honeydew melons
in Autumn 1995 with harvest occurring approximately 100 days later. Such
development to row crops allows for multiple harvests from the same
acreage each year, thus allowing the Company an opportunity for an
immediate return on capital invested in the infrastructure.
In April 1995, Cadiz Fresh, the agricultural division of the Company,
established a produce brokerage. Fresh fruit and vegetables grown by
independent parties are sold through this brokerage. As the volume of
orders increases throughout the year, management believes this operation
will become cash flow positive.
Current Financing Arrangements
- ------------------------------
The Company's two primary lenders are Cooperative Centrale Raiffeisen-
Boerenleenbank B.A., a Netherlands commercial bank ("Rabobank") and Henry
Ansbacher & Co., Limited, a banking corporation organized under the laws
of England ("Ansbacher") (collectively, the "Banks").
As previously reported in the Company's latest Form 10-K, in March 1995
the Company arranged to draw $2.45 million from an additional $3 million
loan facility provided by Ansbacher. From these proceeds, the Company
used $250,000 to reduce the Company's existing Rabobank loan and to
reimburse Rabobank for various fees and expenses with the balance to be
applied towards the Company's estimated working capital requirements
through March 31, 1996. The remaining $550,000 of this facility is
expected to be drawn down April 1, 1996 for application towards the
Company's estimated working capital requirements for the fiscal year
ending March 31, 1997. Ansbacher agreed to accrue and capitalize
interest on the outstanding principal amount of these advances through
January 1997. Interest rates on outstanding debt to the Banks, with the
exception of the March 1995 additional loan facility, are fixed until
January 1997, the maturity date under the current financing arrangements.
Interest on the Ansbacher portion is accrued and capitalized until maturity.
Rabobank interest is paid quarterly through draw downs against a letter of
credit provided by Ansbacher for that purpose.
As the Company continues to pursue its business strategy, additional
financing specifically in connection with the Company's water projects
will be obtained. The nature of such additional financing for the water
transfer projects will depend upon how the development and ownership of
each project is ultimately structured, and how much of each project's
funding will be the Company's responsibility.
Equity Placements
- -----------------
During the fiscal year ended March 31, 1995, the Company raised gross
proceeds of approximately $2.3 million through the exercise of outstanding
stock options and warrants.
In addition, the Company raised gross proceeds of $281,250 through the
exercise of outstanding stock options during the quarter ended June 30,
1995.
In July 1995 the Company completed a private placement of 450,000 shares
of its common stock to several institutions thereby receiving gross
proceeds of $1,800,000. The Company will utilize such proceeds to fund
its capital projects related to development of its water transfer projects
and purchase of additional acreage.
Working Capital Resources
- -------------------------
The Company has adopted an unclassified balance sheet (eliminating the
distinction between current assets and long-term assets and current
liabilities and long-term liabilities). Accordingly, any historical or
forward looking discussion of the Company's working capital resources
should focus on the receipt and use of cash as opposed to the broader
concepts of working capital and current ratio.
Cash used for continuing operating activities totaled $1,692,000 for the
three month period ended June 30, 1995 as compared to $1,510,000 for the
same period in 1994. This change was due to an increase in the loss from
continuing operations net of non-cash items and inventory on hand at June
30, 1995 offset by a decrease in accounts payable at June 30, 1995 as
compared to June 30, 1994. The cash provided by discontinued operating
activities during the 1994 quarter resulted from the sale of property
during that period.
Cash used for investing activities increased by $135,000 during the
quarter ended June 30, 1995 compared to the same period in 1994. This
increase was primarily due to increased activities related to the Cadiz
water transfer project partially offset by a decrease in purchase of
equipment.
Financing activities provided $432,000 for the quarter ended June 30,
1995 compared to $1,548,000 during the quarter ended June 30, 1994.
Proceeds from the issuance of common stock as a result of the exercise
of previously existing stock options totaled $279,000 and $1,804,000
during the 1995 and 1994 periods, respectively. Proceeds from the issuance
of debt increased by $155,000 during the 1995 period and principal payments
on debt decreased by $254,000 compared to the 1994 period.
SHORT-TERM OUTLOOK
Management believes it has sufficient funds available to meet the Company's
short-term working capital requirements. During fiscal 1996, these working
capital requirements will be funded from the remaining balance of the $2.45
million in proceeds received in March 1995 from the additional loan facility
provided by Ansbacher plus the $2.081 million received by the Company
through the exercise of stock options and the completion of a private
placement (see Note 3 to the Consolidated Financial Statements). During
fiscal 1995, the Company's working capital requirements were funded from
available cash at the beginning of the year and from proceeds from the
exercise of outstanding stock options.
LONG-TERM OUTLOOK
Historically, the Company has financed both its working capital and property
acquisitions cash requirements from outside resources via a combination of
debt and equity placements. Although the Company expects the revenue
stream from its agricultural operations will increase in fiscal 1996 and
a revenue stream from its other landholdings and associated resources will
commence in calendar 1997, no assurances can be made as to whether such
revenues will be of sufficient levels by the end of fiscal 1996 to fund
the Company's ongoing cash requirements. Such cash requirements will be
dependent, in large part upon the form of the arrangements utilized by the
Company for the development of its resources.
As the Company is actively pursuing the development of its water resources,
it is seeking the finalization of the regulatory approvals needed to
commence construction of a water delivery project at Cadiz. The Company
is also negotiating the terms of water delivery contracts with various
California water agencies, which terms include institutional arrangements,
financing, pricing concepts and formulas and ownership of the pipeline and
the delivery system.
In addition, as a result of San Bernardino County's approval of a General
Plan Amendment covering 9,600 acres of the Company's landholding at Cadiz
and the increased grower interest in Cadiz as an agricultural area, the
Company expects to continue further development of its landholding to
agriculture. Such development will be systematic and in furtherance of
the Company's business strategy to provide for maximization of the value of
its assets. Such development is expected to be accomplished through
negotiated arrangements with third parties, which will significantly
reduce any capital outlay required of a company in connection with such
development activities.
CADIZ LAND COMPANY, INC.
OTHER INFORMATION
Item 1 - Legal Proceedings
-----------------
Not applicable.
Item 2 - Change in Securities
--------------------
Not applicable.
Item 3 - Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4 - Submission of Matter 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
1. Exhibit 27. Financial Data Schedule.
B. Reports on Forms 8-K
1. None
CADIZ LAND COMPANY, INC.
SIGNATURES
Pursuant to the requirements 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.
CADIZ LAND COMPANY, INC.
By: /s/ August 10, 1995
--------------------------- --------------------
Keith Brackpool Date
Chief Executive Officer and Director
By: /s/ August 10, 1995
--------------------------- --------------------
Susan K. Chapman Date
Chief Financial Officer and Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUN-30-1995
<CASH> 465
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 537
<CURRENT-ASSETS> 0
<PP&E> 2,385
<DEPRECIATION> 0
<TOTAL-ASSETS> 33,634
<CURRENT-LIABILITIES> 951
<BONDS> 0
<COMMON> 171
0
0
<OTHER-SE> 62,965
<TOTAL-LIABILITY-AND-EQUITY> 33,634
<SALES> 0
<TOTAL-REVENUES> 54
<CGS> 0
<TOTAL-COSTS> 1,465
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 440
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,851
<EPS-PRIMARY> .11
<EPS-DILUTED> 0
</TABLE>
