SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarterly Period Ended September 30, 1999.
or
|_| Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 0-25060
HUMPHREY HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Virginia 52-1889548
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12301 Old Columbia Pike, Silver Spring MD 20904
(Address of principal executive offices)
Telephone number: (301) 680-4343
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 twelve months, and (2) has been subject to such filing
requirements for the past ninety days:
Yes |X| No |_|
As of September 30, 1999, there were 5,032,200 common shares of the registrant
outstanding.
<PAGE>
HUMPHREY HOSPITALITY TRUST, INC.
EXPLANATORY NOTE
On October 26, 1999 Humphrey Hospitality Trust Inc. ("HHTI") and Supertel
Hospitality, Inc. ("The Company" or "Supertel") consummated a merger pursuant to
which the Company was merged (the "Merger") with and into HHTI. As a result of
the Merger and in accordance with the provision of Accounting Principles Board
Opinion No. 16, "Business Combinations," the Company will be considered the
acquiring enterprise for financial reporting purposes. Accordingly, this Form
10-Q for the quarter ended September 30, 1998 presents the Company's historical
financial information for that period.
INDEX
Page
Number
------
Part I. FINANCIAL INFORMATION
Item 1. SUPERTEL HOSPITALITY, INC.
Consolidated Balance Sheets as of September 30, 1999 and
December 31, 1998 3
Consolidated Statements of Income
for the three and nine months ended September 30, 1999
and September 30, 1998 4
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1999 and September 30, 1998 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3(a). Quantitative and Qualitative Disclosures about Market Risk 10
Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
2
<PAGE>
<TABLE>
Part I. FINANCIAL INFORMATION
Item 1.
SUPERTEL HOSPITALITY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
---- ----
(Unaudited)
<S> <C> <C>
Property and equipment, at cost $ 114,863,505 113,530,994
Less accumulated depreciation (24,286,858) (22,122,750)
------------------ ----------------
Net property and equipment 90,576,647 91,408,244
------------------ ----------------
Current assets:
Cash and cash equivalents 2,610,007 11,520,593
Accounts receivable 1,606,104 1,428,531
Prepaid expenses and other current assets 1,465,200 388,409
------------------ ----------------
Total current assets 5,681,311 13,337,533
------------------ ----------------
Other assets 1,360,604 1,493,002
------------------ ----------------
Total assets $ 97,618,562 106,238,779
================== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,343,637 1,370,408
Current income taxes payable 850,000 207,900
Accrued expenses 3,332,671 3,738,309
------------------ ----------------
Total current liabilities 6,526,308 5,316,617
Deferred income taxes 1,197,964 926,075
Long-term debt 46,599,009 61,661,585
Other long-term liabilities 390,278 415,278
------------------ ----------------
Total liabilities 54,713,559 68,319,555
------------------ ----------------
Shareholders' equity:
Preferred stock, $1.00 par value. Authorized
1,000,000 shares; none issued -- --
Common stock, $0.01 par value. Authorized
10,000,000 shares; issued and outstanding
5,032,200 and 4,843,400 shares, respectively 50,322 48,434
Additional paid-in capital 20,329,917 18,387,933
Retained earnings 22,524,764 19,482,857
------------------ ----------------
Total shareholders' equity 42,905,003 37,919,224
------------------ ----------------
Total liabilities and shareholders' equity $ 97,618,562 106,238,779
================== ================
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
SUPERTEL HOSPITALITY, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Unaudited)
<CAPTION>
Three Month Period Ended Nine Month Period Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue:
Room revenue $ 14,446,101 14,231,204 38,720,898 37,903,952
Other hotel revenue 421,542 425,741 1,234,627 1,194,653
--------------- --------------- -------------- ---------------
Total hotel revenue 14,867,643 14,656,945 39,955,525 39,098,605
--------------- --------------- -------------- ---------------
Other revenue 26,190 22,936 78,269 86,925
--------------- --------------- -------------- ---------------
Total revenue 14,893,833 14,679,881 40,033,794 39,185,530
--------------- --------------- -------------- ---------------
Expenses:
Hotel operating expenses:
Payroll and payroll taxes 3,654,147 3,413,176 10,324,164 9,325,077
Royalties and advertising fund 905,158 897,296 2,447,488 2,355,088
Other hotel operating expenses 3,964,968 3,950,741 11,140,732 10,787,863
--------------- --------------- -------------- ---------------
Total hotel operating expense 8,524,273 8,261,213 23,912,384 22,468,028
Interest expense 851,685 977,580 2,620,585 3,128,775
Depreciation and amortization 1,167,910 1,110,089 3,475,013 3,299,683
General and administrative 791,450 992,443 2,711,566 3,151,969
Loss on properties 1,323,710 13,311 1,377,733 54,831
--------------- --------------- -------------- ---------------
Total expenses 12,659,028 11,354,636 34,097,281 32,103,286
--------------- --------------- -------------- ---------------
Income before income taxes 2,234,805 3,325,245 5,936,513 7,082,244
Income tax expense 1,413,922 1,330,103 2,894,605 2,832,898
--------------- --------------- -------------- ---------------
Net income $ 820,883 1,995,142 3,041,908 4,249,346
=============== =============== ============== ===============
Net income per share -basic and diluted $ 0.17 0.41 0.63 0.88
=============== =============== ============== ===============
Weighted average
shares outstanding - basic 4,847,728 4,842,140 4,844,858 4,840,730
=============== =============== ============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
<TABLE>
SUPERTEL HOSPITALITY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
-------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,041,908 4,249,346
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,475,013 3,299,683
Loss on properties 1,377,733 54,831
Deferred income taxes 271,889 218,700
Changes in assets and liabilities:
Accounts receivable (177,573) (324,063)
Prepaid expenses and other assets (1,093,716) (452,219)
Accounts payable 973,229 577,628
Accrued expenses and other liabilities 211,462 2,072,872
------------------ ----------------
Net cash provided by operating activities 8,079,945 9,696,778
------------------ ----------------
Cash flows from investing activities:
Additions to property and equipment (3,896,667) (4,154,450)
Proceeds from sale of property and equipment 24,840 24,032
------------------ ----------------
Net cash used in investing activities (3,871,827) (4,130,418)
------------------ ----------------
Cash flows from financing activities:
Repayments of long-term debt (15,062,576) (41,907,873)
Proceeds from long-term debt -- 27,053,256
Proceeds from issuance of common stock 1,943,872 41,438
------------------ ----------------
Net cash used in financing activities (13,118,704) (14,813,179)
------------------ ----------------
Net decrease in cash and cash equivalents (8,910,586) (9,246,819)
Cash and cash equivalents at beginning of period 11,520,593 9,532,430
------------------ ----------------
Cash and cash equivalents at end of period $ 2,610,007 285,611
================== ================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
SUPERTEL HOSPITALITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheet as of September 30, 1999 and the
consolidated statements of income and cash flows for the three-month
and nine-month periods ended September 30, 1999 and 1998 have been
prepared by Supertel Hospitality, Inc. (the "Company" or "Supertel"),
without audit. In the opinion of management, all necessary adjustments
(which include normal recurring adjustments) have been made to present
fairly the financial position at September 30, 1999 and for all periods
presented. Balance sheet data as of December 31, 1998 has been derived
from the audited consolidated financial statements as of that date.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These
consolidated financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's
Form 10-K Annual Report for the year ended December 31, 1998. The
results of operations for the three-month and nine-month periods ended
September 30, 1999 are not necessarily indicative of the operating
results for the full year.
(2) BUSINESS COMBINATION
On October 26, 1999 Humphrey Hospitality Trust, Inc. (HHTI) and the
Company consummated the Merger pursuant to which HHTI exchanged 1.30
shares of its common stock for each share of the Company's common
stock. The Merger agreement provided for the shareholders of the
Company to receive a pre-closing dividend of the Company's earnings and
profits. The earnings and profits dividend of $5.13 per share was paid
to shareholders on October 25, 1999. The boards and shareholders of
both companies approved the merger.
(3) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to
be impaired, the impairment to be recognized is measured by the amount
by which the carrying amount of the assets exceed the fair value of the
assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. The Company
recognized an impairment of its Bullhead City, Arizona property and
reduced its value on the balance sheet and included in the loss on
properties a write down of $1,300,000.
(4) SHARE OPTIONS
The Company has a share option plan under which trustees, officers and
employees may be granted awards of share options. The purpose of the
plan is to provide equity-based incentive compensation based on the
long-term appreciation in value of the Company's shares. The Merger
agreement provided for the vesting of all outstanding option shares
just prior to the Merger. The balance of options granted and vested and
exercised at September 29, 1999 was 188,300 exercisable with an option
price per share range from $8.50 to $13.75 and in the aggregate at an
average of $10.47 per share. All of the option shares were exercised on
September 29, 1999, increasing shareholders equity by approximately
$1,944,000. The option prices were equal to the market prices at the
date of grant and accordingly, no compensation cost has been recognized
for options in the financial statements.
6
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements and
information relating to Supertel that are based on the beliefs of Supertel's
management as well as assumptions made by and information currently available to
Supertel's management. Such statements reflect the current views of Supertel
with respect to future events and are subject to certain risks, uncertainties
and assumptions, including the business factors described in Supertel's 1998
Form 10-K. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as believed, estimated or expected.
Recent Developments
On October 26, 1999 Humphrey Hospitality Trust, Inc. (HHTI) and the Company
consummated the Merger pursuant to which HHTI exchanged 1.30 shares of its
common stock for each share of the Company's common stock. The Merger agreement
provided for the stockholders of the Company to receive a pre-closing dividend
of the Company's earnings and profits. The earnings and profits dividend of
$5.13 per share was paid to shareholders on October 25, 1999. The boards and
shareholders of both companies approved the merger. In order to finance the
earnings and profits dividend for the merger, Supertel has executed and closed
loan agreements on October 25, 1999, which replaced all of the debt presented on
the balance sheet as of September 30, 1999 except for the Bertha Wetzler note
referenced below. The following table presents a summary of terms for the new
loans.
<TABLE>
<CAPTION>
Approximate
Loan Balance
At Closing Interest Maturity
Lender 10/25/99 Rate Year Other information
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
US Bank Line of Credit $ 4,955,000 7.99% 2001 LIBOR + 175-225,
Fixed at 60,90,180 days
US Bank E&P Term loan $13,000,000 8.31% 2002 15 Year Amortization
US Bank Term loan $10,000,000 8.53% 2004 15 Year Amortization
First National Bank of Omaha $15,000,000 8.40% 2009 20 Year Amortization
Mercantile Bank $ 6,700,000 8.30% 2004 20 Year Amortization
Marquette Capital Bank, N.A. $26,000,000 8.69% 2000 25 Year Amortization
Bertha Wetzler 820,000 9.25% 2009
</TABLE>
The 63 hotels (containing 4,558 rooms) and one office building acquired by the
Company under the merger will be leased to a subsidiary of Humphrey Hospitality
Management, Inc. Humphrey Hospitality Management, Inc. also leases and manages
25 hotels owned by the Company. After the merger, the Company will own 88 hotels
with approximately 6,200 rooms located in 19 states. The following pro forma
information for the six months ended June 30, 1999 is presented for
informational purposes as if the merger with Supertel had occurred on January 1,
1999.
Humphrey Hospitality Trust, Inc.
SELECTED PRO FORMA FINANCIAL DATA
Nine months ended
September 30, 1999
------------------
Revenues $25,317,000
Expenses 17,944,000
Minority Interest 580,000
-----------
Net income $ 6,793,000
===========
Earnings per common share $ 0.61
===========
Continued
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS- CONTINUED
Results of Operations
For the Third Quarter and Nine Months Ended September 30, 1999 and 1998
Total hotel revenues for the third quarter were $14,867,643, an increase of
$210,698 or 1.44%, over total revenues of $14,656,945 for the third quarter of
1998. Total hotel revenues for the first nine months were $39,955,525, an
increase of $856,920 or 2.19% over the total revenues of $39,098,605 for the
first nine months of 1998. The increase for the third quarter was primarily due
to an increase of $214,897 in revenues from lodging operations and a decrease of
$4,199 from other lodging activities (which consist of telephone, vending, movie
revenue and other purchased services). The increase for the first nine months
was primarily due to an increase of $816,946 in revenue from lodging operations
and $39,974 from other lodging activities.
The increase in revenues from lodging operations for the third quarter resulted
primarily from the addition of the Neosho, MO property in August 1998 and the
rooms added to the Creston, IA property in March 1999. Room revenues increased
from renting 302,492 rooms at increased rates in 1999 compared to 304,927 rooms
at lower rates in the third quarter of 1998. The increase in revenues from
lodging operations for the first nine months resulted primarily from the
addition of the Neosho, MO property in August 1998 and the rooms added to the
Creston, IA property in March 1999. Room revenues increased from renting 831,614
rooms at increased rates in 1999 compared to 832,542 rooms rented at lower rates
in the first nine months of 1998.
Revenues were impacted by an increase in the average daily room rate in the
third quarter of 1999. An average daily room rate of $49.15 was achieved
compared to $48.07 for the third quarter of 1998, an increase of $1.08 or 2.2%.
For the first nine months, the average daily room rate was $48.05 in 1999
compared to $46.96 for the first nine months of 1998, an increase of $1.09 or
2.3%.
Revenue per available room for the third quarter of 1999 decreased to $35.49
from $35.54, a decrease of $0.05 or .1%. Revenue per available room for the
first nine months of 1999 increased to $32.19 from $32.09, an increase of $0.10
or .3%.
Occupancy as a percentage of rooms available for the third quarter of 1999 was
72.2% versus 73.9% for the same period in 1998. Occupancy as a percentage of
rooms available for the first nine months of 1999 was 67.0% versus 68.3% for the
same period in 1998. There was only one unseasoned property at the end of the
third quarter of 1999.
Hotel operating expenses for the third quarter of 1999 were $8,524,273 compared
to $8,261,213 for the third quarter of 1998, an increase of $263,060 or 3.2%.
Hotel operating expenses for the first nine months of 1999 were $23,912,384
compared to $22,468,028 for the first nine months of 1998, and increase of
$1,444,356 or 6.4%. The increase in hotel operating expense for the first nine
months of 1999 was due in part to the increase in the payroll and payroll tax
expenses. The increase in payroll and payroll taxes expense resulted from wage
rate pressure and an increase in hours worked attributed to employee turnover.
Interest expense decreased by $125,895 or 12.9% for the third quarter of 1999
from $977,580 for the third quarter of 1998 to $851,685 in 1999. Interest
expense decreased by $508,190 for the first nine months of 1999 from $3,128,775
in 1998 to $2,620,585 in 1999 or 16.2%. The decrease was primarily due to using
cash flow from operations to pay down debt.
Continued
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
Depreciation and amortization expenses for the third quarter of 1999 were
$1,167,910 compared to $1,110,089 for the third of 1998, an increase of $57,821
or 5.2%. Depreciation and amortization expenses for the first nine months of
1999 were $3,475,013 compared to $3,299,683 for the first nine months of 1998,
an increase of $175,330 or 5.3%. The increase in depreciation expense for the
third quarter and nine months ended September 30, 1999 as compared to the
corresponding periods in 1998 is due to the opening of the Creston, IA addition.
General and administrative expenses for the third quarter of 1999 were $791,450
compared $992,443 in the third quarter of 1998, a decrease of $200,993 or 20.3%.
General and administrative expenses for the first nine months of 1999 were
$2,711,566 compared to $3,151,969 for the first nine months of 1998, a decrease
of $440,403 or 14.0%. The percentage decrease is due to a reduced bonus
compensation accrual as a result of not reaching certain performance goals in
the third quarter and first nine months of 1999.
Loss on properties was recorded for the three and nine months ended September
30, 1999 and September 30, 1998. For the three and nine months ended September
30, 1999 a $1,300,000 loss on properties was recognized as an impairment of fair
value of the property in Bullhead City, AZ. The balance of loss on properties
for the three and nine months ended September 30, 1999 and September 30, 1998
was a result of losses on sales of property assets.
As a result of the aforementioned operating factors and general business
conditions, net income for the third quarter of 1999 was $820,883 or $.17 per
share versus net income of $1,995,142 or $.41 per share for the corresponding
period in 1998.
Net income for the nine months of 1999 was $3,041,908 or $.63 per share versus
net income of $4,249,346 or $.88 per share, for the corresponding period in
1998.
Liquidity and Capital Resources -
Supertel's growth has been financed through a combination of cash provided from
operations and long-term debt financing. Cash provided from operations was
approximately $8,080,000 for the first nine months of 1999 and $9,697,000 for
the first nine months of 1998. Supertel requires capital principally for the
construction, acquisition and improvement of lodging facilities. Capital
expenditures for such purposes were approximately $3,897,000 in the first nine
months of 1999 and approximately $4,154,000 in the first nine months of 1998.
Long-term debt was $46,599,009 at September 30, 1999 and $61,661,585 at December
31, 1998. Supertel's current installments of long-term debt were $2,133,486 at
September 30, 1999 and $2,437,936 at December 31, 1998. Supertel's loan
agreements contain certain restrictions and covenants related to, among other
things, minimum debt service, maximum debt per motel room, and maximum debt to
tangible net worth. At September 30, 1999, Supertel was in compliance with these
covenants.
Supertel plans to renovate, construct, and acquire motel rooms in 1999 and after
the merger in 2000. Supertel believes that a combination of cash flow from
operations, borrowing available under its line of credit, securing new short and
long-term facilities and the ability to leverage unencumbered properties will be
sufficient to fund scheduled development, acquisitions and debt repayment.
Continued
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
Year 2000
In 1998, Supertel began preparing its computer-based systems for Year 2000
("Y2K") computer software compliance issues. Historically, certain computer
programs were written using two digits rather than four to define the applicable
year. As a result, software may recognize a date using the two digits "00" as
1900 rather than the year 2000. Computer programs that do not recognize the
proper date could generate erroneous data or cause systems to fail. Supertel's
Y2K project covers both traditional computer systems and infrastructure ("IT
Systems") and computer based hardware and software, facilities, and equipment
("Non-IT Systems").
Supertel has completed an assessment of its IT and Non-IT Systems and has
replaced all non-compliant systems. Approximately 100% of the systems are
believed to be compliant. Supertel does not have any material suppliers or
customers and the Y2K non-compliance of any particular supplier should not
materially affect Supertel.
Recent Accounting Pronouncements
In June, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities", which is effective January 1, 2001. Management does not
believe adoption of this Statement will have a material impact on Supertel's
financial position, results of operations or cash flows.
Item 3 (a). QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There has been no material change in Supertel's interest rate exposure
subsequent to December 31, 1998.
Part II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A special meeting of the stockholders of Supertel Hospitality Inc. was held at
the DoubleTree Hotel in Omaha, Nebraska commencing at 11:00 a.m. on September
27, 1999. The stockholders approved and adopted the Agreement and Plan of Merger
between Supertel and HHTI. Voting on the matter was as follows:
1. Approval and adoption of the Agreement and Plan of Merger between
Supertel and HHTI:
FOR ....................................... 3,713,584
AGAINST ................................... 200,045
ABSTAIN.................................... 500
Item 5. Other Information.
10
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. Exhibits
Financial Data Schedule
B. Reports on Form 8-K.
Supertel and HHTI filed a Form 8-K dated November 2, 1999 reporting that HHTI
and Supertel had consummated its Agreement and Plan of Merger whereby Supertel
would merge with and into HHTI.
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 hereunto duly authorized.
HUMPHREY HOSPITALITY TRUST, INC.
By: /s/ PAUL J. SCHULTE
PAUL J. SHULTE
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
DATED this 15th day of November 1999.
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,610,007
<SECURITIES> 0
<RECEIVABLES> 1,606,104
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,681,311
<PP&E> 116,044,088
<DEPRECIATION> 24,286,858
<TOTAL-ASSETS> 97,618,562
<CURRENT-LIABILITIES> 6,526,308
<BONDS> 46,599,009
0
0
<COMMON> 50,322
<OTHER-SE> 42,854,681
<TOTAL-LIABILITY-AND-EQUITY> 97,618,562
<SALES> 38,720,898
<TOTAL-REVENUES> 40,033,794
<CGS> 0
<TOTAL-COSTS> 34,097,281
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,620,585
<INCOME-PRETAX> 5,936,513
<INCOME-TAX> 2,894,605
<INCOME-CONTINUING> 3,041,908
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,041,908
<EPS-BASIC> .63
<EPS-DILUTED> .63
</TABLE>
