SQUARE INDUSTRIES INC
10-Q, 1995-08-14
AUTOMOTIVE REPAIR, SERVICES & PARKING
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<PAGE>
                       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
                                ---------------------------------


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934


For the transition from ___________________ to ________________________

              Commission file number        0-4979
                                       ------------------

                            SQUARE INDUSTRIES, INC.
             (Exact name of Registrant as specified in its Charter)

     NEW YORK                                            13-2610905
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)

 921 Bergen Avenue, Jersey City, New Jersey                   07306
 (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code  (201) 798-0090

              Not Applicable
--------------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                          if changed since last report

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 issuer was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.

Yes X No

Shares of Common Stock outstanding at June 30, 1995: 1,166,356


<PAGE>

                    SQUARE INDUSTRIES, INC. AND SUBSIDIARIES

                                   INDEX

PART I.
                                                                        Page No.
                                                                        --------

Consolidated Balance Sheets -
June 30, 1995 (unaudited) and December 31,
1994 (audited)                                                             2-3

Consolidated Statements of Operations - for
the six and three months ended June 30, 1995
and 1994 (unaudited)                                                         4

Consolidated Statements of Cash Flows for
the six months ended June 30, 1995 and 1994
(unaudited)                                                                5-6

Notes to Consolidated Financial Statements                                7-10

Management's Discussion and Analysis of Results of
Operations and Financial Condition                                       11-13


PART II.

Other Information                                                           14

SIGNATURES                                                                  15


<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS




                                                June 30, 1995 December 31, 1994
                                                 (Unaudited)     (Audited)
                                                 -----------     ---------
ASSETS
Current Assets:
     Cash                                        $ 1,510,000   $ 1,226,000
     Trade and other receivables                     395,000       781,000
     Prepaid expenses                              1,850,000     1,660,000
     Other current assets                            498,000       555,000
     Prepaid and refundable income taxes             437,000       353,000
                                                 -----------   -----------
         Total current assets                      4,690,000     4,575,000
                                                 -----------   -----------

     Property, Equipment and Improvements, net    25,058,000    25,067,000
                                                 -----------   -----------

Other Assets:
     Deferred expenses (net of amortization)       2,092,000       890,000
     Security deposits and other assets            2,128,000     1,932,000
                                                 -----------   -----------

                                                   4,220,000     2,822,000
                                                 -----------   -----------

                                                 $33,968,000   $32,464,000
                                                 ===========   ===========




          See accompanying notes to consolidated financial statements


<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                            June 30, 1995 December 31, 1994
                                                             (Unaudited)      (Audited)
                                                             -----------      ---------
<S>                                                         <C>             <C>         
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                       $  1,153,000    $    830,000
     Accrued expenses                                          4,410,000       4,400,000
     Accrued local rent tax (Note 4)                           1,220,000       1,189,000
     Current portion of long-term debt (Note 2)                1,094,000       1,210,000
     Other liabilities                                           394,000         479,000
                                                            ------------    ------------
         Total current liabilities                             8,271,000       8,108,000
                                                            ------------    ------------

Deferred Rent                                                  2,721,000       2,433,000
                                                            ------------    ------------

Long-Term Debt - less current portion (Note 2)                17,794,000      17,059,000
                                                            ------------    ------------

Deferred Taxes                                                   174,000         174,000
                                                            ------------    ------------

Security Deposits - Customers                                    280,000         257,000
                                                            ------------    ------------


Stockholders' Equity:
     Common stock, $.01 par value;
       authorized 2,000,000 shares;
       issued, 1,218,389 shares and 1,205,689 shares              12,000          12,000
     Common stock, subscribed 12,500 shares as
       of December 31, 1994                                          -0-         119,000
     Additional paid-in capital                                3,278,000       3,158,000
     Retained earnings                                         1,883,000       1,529,000

Less:
     Treasury stock at cost, 52,033 shares as of
       June 30, 1995 and 12,837 shares as of
       December 31, 1994                                        (236,000)        (59,000)
     Notes receivable for common stock subscribed                    -0-        (119,000)
     Cumulative translation adjustment                          (209,000)       (207,000)
                                                            ------------    ------------
                                                               4,728,000       4,433,000
                                                            ------------    ------------
                                                            $ 33,968,000    $ 32,464,000
                                                            ============    ============
</TABLE>




          See accompanying notes to consolidated financial statements





<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<CAPTION>

                                                         For The Six Months Ended              For The Three Months Ended
                                                                  June 30,                             June  30,
                                                         -------------------------             --------------------------
                                                           1995               1994              1995               1994
                                                       -----------        -----------        -----------        -----------

<S>                                                    <C>                <C>                <C>                <C>        
Parking service revenue                                $30,704,000        $29,325,000        $15,372,000        $15,253,000
Service station revenue                                  1,971,000          1,943,000          1,012,000          1,027,000
                                                        ----------         ----------         ----------         ----------
     Total revenues                                     32,675,000         31,268,000         16,384,000         16,280,000
                                                        ----------         ----------        -----------        -----------
Costs and expenses:
     Cost of parking services                           25,304,000         26,049,000         12,592,000         12,846,000
     Operating costs - service station                   2,026,000          1,972,000          1,051,000          1,038,000
     General and administrative expenses                 3,561,000          3,490,000          1,712,000          1,694,000
     Provision for local rent tax (Note 4)                  30,000             30,000             15,000             15,000
     Interest                                            1,020,000            847,000            532,000            470,000
     Write-off of assets                                      -0-             478,000               -0-                -0- 
                                                        ----------         ----------        -----------        -----------
     Total costs and expenses                           31,941,000         32,866,000         15,902,000         16,063,000
Earnings (Loss) from Parking and                        ----------         ----------        -----------        -----------
   Service Station Operations                              734,000         (1,598,000)           482,000            217,000

Provision (Benefit) For Income Taxes
       (Note 6)                                            380,000          (540,000)            234,000             70,000
                                                        ----------         ----------        -----------        -----------
Net Earnings (Loss)                                      $ 354,000      $ (1,058,000)          $ 248,000          $ 147,000
                                                        ==========      ============         ===========        ===========
Earnings (Loss) Per Share (Note 5)                          $ 0.28           $ (0.89)             $ 0.21             $ 0.12
                                                        ==========      ============         ===========        ===========
Computation of Shares -
Weighted average of common stock
outstanding and subscribed (Note 5)                      1,245,131         1,192,787          1,166,356          1,192,852
                                                        ==========      ============         ===========        ===========
</TABLE>




                 See notes to consolidated financial statements




<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                       For The Six  Months Ended
                                                                                June 30,
                                                                           1995         1994
                                                                           ----         ----
<S>                                                                     <C>         <C>         

Cash Flows From Operating Activities:
 Net earnings (loss)                                                     $ 354,000   $(1,058,000)

 Adjustments to reconcile net earnings (loss) to net cash provided by
  (used in) operating activities:
    Amortization of:
      Deferred expenses                                                     20,000        17,000
      Lease acquisition costs                                                9,000        55,000
      Excess of cost over fair market value
         of net assets acquired                                                -0-       103,000
    Depreciation and amortization                                          789,000       849,000
    Write-off of assets                                                        -0-       478,000
    Equity adjustment for foreign currency translations                     (2,000)      (23,000)
    Increase (decrease) in cash from
         changes in assets and liabilities:
         Trade and other receivables                                       386,000      (285,000)
         Prepaid expenses and other current assets                        (191,000)     (570,000)
         Prepaid and refundable income taxes                               (84,000)     (367,000)
         Deferred expenses, net                                         (1,222,000)      (11,000)
         Security deposits and other assets                               (205,000)     (105,000)
         Accounts payable, accrued expenses,
          accrued local rent tax and other liabilities                     279,000     1,060,000
         Deferred rent                                                     288,000      (266,000)
         Security deposits - customers                                      23,000        35,000
                                                                       ----------    ----------
         Net cash provided by (used in) operating activities               444,000       (88,000)
                                                                       ----------    ----------
</TABLE>




<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                 For The Six  Months Ended
                                                                          June  30,
                                                                     1995          1994
                                                                  ---------     ---------
<S>                                                             <C>            <C>         

Cash Flows From Investing Activities:
         Additions to land, buildings, equipment
           and improvements                                     $  (780,000)   $  (560,000)
                                                                -----------    -----------

            Net cash used in investing activities                  (780,000)      (560,000)
                                                                -----------    -----------

Cash Flows From Financing Activities:
         Proceeds from borrowings                                 1,700,000      2,665,000
         Payments and current maturities on long-term debt       (1,081,000)    (1,551,000)
         Proceeds from exercise of stock options and warrants         1,000          1,000
                                                                -----------    -----------

                 Net cash provided by financing activities          620,000      1,115,000
                                                                -----------    -----------

Net Increase in Cash                                                284,000        467,000

Cash, Beginning of Period                                         1,226,000        623,000
                                                                -----------    -----------
Cash, End of Period                                             $ 1,510,000    $ 1,090,000
                                                                ===========    ===========

Supplemental Disclosures of Cash Flow Information:
         Cash paid during the period for:
          Interest                                              $ 1,005,000    $   863,000
          Income taxes, net of refunds received                 $   574,000    $   (82,000)

</TABLE>

Supplemental Schedule of Noncash Financing Activities:

An officer/stockholder satisfied the balance of his note receivable to the
Company, including accrued interest of $57,637, which note had been issued in
connection with the exercise of a warrant to purchase shares of common stock by
transferring 39,196 shares of common stock to the Company. The market value of
the stock at the date of the transfer was $176,382. As a result, the Company
issued to the officer/stockholder 12,500 shares of common stock.




                 See accompanying notes to financial statements

<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995

NOTE 1 -  The accompanying consolidated balance sheet as of June 30, 1995 and
          the consolidated statements of operations for the six and three months
          ended June 30, 1995 and 1994 and the consolidated statements of cash
          flows for the six months ended June 30, 1995 and 1994, respectively,
          are unaudited, but in the opinion of the Company, all adjustments
          (consisting of normal recurring accruals) necessary to present fairly
          the results of operations for such periods have been made. The
          financial statements should be read in conjunction with the Annual
          Report on Form 10K of the Company, for the period ended December 31,
          1994.

          The Company changed, effective December 31, 1994, its fiscal year end
          from the last day in February to December 31st. As a result, the
          comparative 1994 financial statements have been restated to conform to
          current period presentation.

          The accompanying consolidated financial statements include the
          accounts of a foreign subsidiary and all domestic subsidiaries. All
          significant intercompany accounts and transactions have been
          eliminated.

          The results of operations for the six and three months ended June 30,
          1995 are not necessarily indicative of the results to be expected for
          the full year.

NOTE 2 -  Long-term debt consisted of the following:

                                         Interest Rate           June 30, 1995
                                         -------------           -------------
          Notes Payable                    7.25% - 10%             $ 1,284,000
          Mortgages payable                   7% - 11%               4,186,000
          Bank Loan:
               Facility I                   Prime + 2%              11,730,000
               Facility II                      11.35%               1,688,000
                                                                  ------------

                                                                    18,888,000

          Less current portion                                       1,094,000
                                                                  ------------

                                                                   $17,794,000
                                                                  ============


<PAGE>


NOTE 2 - (continued)

          Facility I, as last amended on October 11, 1994, provides for a line
          of credit of $12,800,000, and is subject to the aggregate face amount
          of outstanding letters of credit plus unpaid drawings not exceeding
          $1,500,000. All outstanding amounts under Facility I, mature May 31,
          1997. On October 11, 1994, the Facility I interest rate was adjusted
          to prime + 2%, a 1/2% increase in the rate which was effective as of
          July 1, 1994, an increase from the previous rate of prime + 1%. The
          prime rate was 9% at June 30, 1995.

          Facility II is a term loan to be paid in consecutive quarterly
          payments. The amount of the quarterly payments is $225,425, with the
          last payment to be made on May 31, 1997. The Company may elect, with
          the consent of the bank, to convert all or part (but not less than
          $1,000,000) of the Facility II term loan into a Designated Rate Loan,
          meaning a term loan for a period chosen by the Company in excess of
          one year and bearing interest at a fixed-rate then designated by the
          bank.

          Certain subsidiaries of the Company periodically acquire land/or
          buildings with a view to their future use in whole or in part as
          parking facilities. The properties are generally purchased subject to
          long-term mortgages. The mortgages vary in their payment terms and
          interest rates, some requiring only the payment of interest during the
          first five years.

          The mortgages payable are collateralized by the underlying assets
          which have a book value of $5,781,400. The two facility loans are
          collateralized by the stock of subsidiaries of the Company, except
          those whose stock may not be pledged because of prohibitions in leases
          and mortgages.

          Debt covenants, under the Credit Agreement as amended, include a
          limitation on indebtedness under mortgage obligations and financial
          covenants as to maintenance of minimum net worth, total liabilities to
          net worth and operating cash flow ratios. The covenants were amended
          as of October 11, 1994. Prior modifications of the covenants had been
          made as of June 14, 1994, June 14, 1993, and June 4, 1992. The
          modifications were made effective, respectively, as of August 31,
          1994, February 28, 1994, February 28, 1993, and May 31, 1992 and
          thereby cured the prior defaults by the Company and permitted the
          Company to be in compliance with the financial covenants as of the
          effective date and for the period through the date hereof.

<PAGE>

          Aggregate maturities on long-term debt are as follows:

          Year Ending June 30,

                1996                                $ 1,094,000
                1997                                 12,587,000
                1998                                     24,000
                1999                                  1,063,000
                2000                                  3,837,000
                Remainder                               283,000
                                                     ----------
                                                    $18,888,000
                                                    ===========

NOTE 3 -  FOREIGN OPERATIONS (CANADA)

          Summarized information relating to the Canadian operation is as
          follows:

                                             June 30, 1995     December 31, 1994
                                             -------------     -----------------

          Total assets                          $594,000            $589,000
          Total liabilities                    1,346,000           1,231,000
          Deficiency in assets                  (752,000)           (642,000)

          For the six-month periods ended June 30, 1995 and June 30, 1994, net
          loss for the Canadian operation was $108,000 and $168,000,
          respectively.

NOTE 4 -  The Company received notices of determination from a municipal local
          authority for commercial rent tax which relate to the period June 1,
          1978 through May 31, 1987 assessing the Company, net of payments, an
          aggregate of $907,005. The Company believes that the provision, which
          covers these assessments, possible future assessments, and related
          expenses through June 30, 1995, is adequate.

NOTE 5 -  EARNINGS PER SHARE

          Earnings (loss) per share has been computed using the weighted average
          number of shares of common stock outstanding and subscribed and the
          dilutive effect, if any, of common stock equivalents outstanding.
          Common stock equivalents were not included in the computation of loss
          per share for the six months ended June 30, 1994 since their effect
          was anti-dilutive.

NOTE 6 -  INCOME TAXES

          The provision for income taxes of $380,000 for the six month period
          ended June 30, 1995 is based on the effective tax rate expected for

<PAGE>

          the year and includes (i) federal income taxes, (ii) income taxes of
          state and local jurisdictions for which the Company's operations were
          profitable and for which no net operating loss benefit is available
          and (iii) minimum corporate taxes for certain subsidiaries. No changes
          have been made to the deferred tax asset valuation allowances since
          Management is not able to conclude that realization of these deferred
          tax assets is more likely than not as a result of the Company's
          earnings history. Reductions to the valuation allowance will be
          recorded when, in the opinion of management, the Company's ability to
          generate taxable income for a period of time is more certain.

          The income tax benefit of $540,000 for the six month period ended June
          30, 1994 reflects the benefit applicable to the loss for the period
          less minimum corporate taxes for certain subsidiaries.

NOTE 7 -  CONTINGENCIES

          Litigation:

          Various lawsuits against the Company have arisen in the course of the
          Company's business. In certain of these matters, large and/or
          indeterminate amounts are sought. In the opinion of the Company, any
          uninsured ultimate liability which could result from such litigation
          would not have a material adverse effect on the Company's financial
          position or the results of its operations.

          Letters of Credit:

          As of June 30, 1995, the Company's contingent debt amounted to
          approximately $1,025,500 under standby Letters of Credit issued
          pursuant to terms of its line of credit (Facility I).

NOTE 8    WRITE-OFF OF ASSETS

          During the six months ended June 30, 1994, the Company wrote off
          leasehold acquisition costs, deferred expenses, and other
          miscellaneous charges relating to certain locations.





<PAGE>


SQUARE INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

Results of Operations
---------------------

The improved operating results recorded for the 1994 fiscal year (the 10 months
ended December 31, 1994) continued into the current year. Parking service
revenues for the six months ended June 30, 1995 (the "1995 Six-Month Period")
and the three months ended June 30, 1995 (the "1995 Three-Month Period") were
greater by $1,379,000 (4.7%) and $119,000 (0.8%) than those for the six months
ended June 30, 1994 (the "1994 Six-Month Period) and the three months ended June
30, 1994 (the "1994 Three-Month Period"), respectively. The principal reason for
the continued improvement was the increased patronage (the aggregate parking
capacity was approximately the same as of June 30, 1995 and June 30, 1994)
largely due to mild winter weather in the regions in which the Company operates
as compared with one of the most severe winters in the Company's history in 1994
which caused a sharp curtailment of traffic near the Company's parking
locations.

The increase in revenues was achieved while parking operating costs were reduced
by $745,000 (2.9%) between the six-month comparative periods and $254,000 (2.0%)
between the three-month comparative periods. The percentages of parking
revenues, represented by such costs, were reduced from 88.8% to 82.4% between
the six-month comparative periods and from 84.2% to 81.9% between the
three-month comparative periods. The lower costs and improved percentages were
principally due to a net reduction of four in the number of parking locations
operated by the Company, including termination of several unprofitable locations
which were the source of the $478,000 of asset write-offs in the 1994 Six-Month
Period, partially offset by a modest increase in labor costs resulting from a
new labor agreement the Company executed during the latter part of the 1995
Six-Month Period. Another labor agreement is expected to be executed by December
31, 1995 and to result in a further modest increase in labor costs.

The Company's gasoline station operation remained marginal due to the intense
competition which adversely affects the industry and the area in which the
Company's station is located. Operation of the station produced losses for the
1995 and 1994 Six-Month Periods of ($55,000) and ($29,000), respectively,
despite a $28,000 increase in revenues between the two periods and a $15,000
revenue reduction and losses for the 1995 and 1994 Three-Month Periods of
($39,000) and ($11,000), respectively. The gasoline station results reflect the
higher gasoline and oil prices.

General and administrative expenses increased by only $71,000, or 2.0% between
the six-month comparative periods and $18,000 (1.1%) between the three-month
comparative periods. The slight increases reflect principally modest increases
in salaries and professional fees, partially offset by reductions due to the
fewer locations under supervision and operating economies. The costs as a

<PAGE>

percentage of parking revenues (gasoline station operations require
insignificant amounts of such expenses) were substantially the same -- a
decrease from 11.9% to 11.6% for the six-month comparative periods and 11.1% for
each of the three-month comparative periods.

The increases in interest expense of $173,000 (20.4%) and $62,000 (13.2%),
respectively, between the six-month and three-month comparative periods were
primarily the result of the higher interest rates caused by both increases in
the rate provided by the amendments effected in June and October 1994 to the
Company's credit facility and increases in the prime rate.

The comparatively large provisions for income taxes of $380,000 (51.8%) for the
1995 Six-Month Period and $234,000 (48.5%) for the 1995 Three-Month Period as
compared with a ($540,000) (33.8%) benefit for the 1994 Six-Month Period and a
$70,000 (32.3%) for the 1994 Three-Month Period were the result of (i) the
exclusion of the approximately $108,000 loss for the 1995 Six-Month Period and
the approximately $55,000 loss for the 1995 Three-Month Period suffered by the
Company's Canadian operations in the determination of the provision for federal
income taxes, and (ii) minimum corporate taxes imposed by the States of New
York, Pennsylvania and New Jersey and the City of New York, and, with respect to
the 1994 Six-Month Period, also the loss for the period partially offset by the
foregoing minimum corporate taxes.

Liquidity and Capital Resources
-------------------------------

As of June 30, 1995, the Company had a slight increase in its working capital
deficit ($3,581,000) from the working capital deficit ($3,533,000) as of
December 31,1994.

The Company's Credit Agreement with its bank lender was amended on June 13,
1994, effective as of February 28, 1994, to extend the maturity of the credit
facility from June 30, 1994 to June 30, 1995, increase the interest rate as of
July 31, 1994 by 1/2% per annum, modify the financial covenants retroactive to
December 1, 1993 and provide for the payment to the lender of a $50,000 fee. The
retroactive modification of the covenants permitted the Company to be in
compliance with the covenants as of February 28, 1994 and through June 13, 1994.
On October 11, 1994, the agreement was further amended to, among other things,
extend the maturity of the facility to May 31, 1997, increase the interest rate
as of October 11, 1994 to prime plus 2%, modify certain financial covenants
retroactive to August 31, 1994, and provide for the payment of an additional
$50,000 fee to the lender. The covenant modifications permitted the Company to
comply with the covenants as of August 31, 1994 through the date hereof.

Operating activities provided net cash of $444,000 for the six months ended June
30, 1995 as compared to the use of cash in the net amount of ($88,000) in the
1994 Six-Month Period from such activities. The principal causes for the
difference are the materially better operating results, faster payment of
receivables, and reduced amounts of prepaid expenses and prepaid income taxes
for the 1995 Six-Month Period due to consolidation of certain subsidiaries and

<PAGE>

overpayment of taxes in prior periods, partially offset by a material increase
for the 1995 Six-Month Period in deferred expenses (net), primarily due to
adjustments of rents and the $478,000 writeoff of assets in the 1994 Six-Month
Period.

Cash used in investing activities, consisting of additions to land, buildings,
equipment and improvements amounted to $780,000 net for the 1995 Six-Month
Period, $220,000 more than amounts expended or accrued during the 1994 Six-Month
Period for this purpose. The Company anticipates capital expenditures of not
more than $1,500,000 for the year ending December 31, 1995 to be financed from
the Company's operations, borrowings and joint ventures with equity
co-venturers.

The Company derived net cash from financing activities of $620,000 and
$1,115,000, respectively, during the 1995 Six-Month Period and the 1994
Six-Month Period, with the difference resulting from lesser borrowings under the
credit facility offset partially by lower loan payments during the 1995
Six-Month Period.

As a result of the foregoing, the Company increased its cash balances by
$284,000 and $467,000 for the 1995 Six-Month Period and the 1994 Six-Month
Period, respectively.

As of August 7, 1995, the Company had borrowed the full amount under its line of
credit. In anticipation of the lower revenues which are generally experienced by
the Company's operations during the months of July and August, the Company
entered into agreements with Messrs. Lowell Harwood, Chairman of the Board, and
Sanford Harwood, Assistant Chairman of the Board of Directors and Secretary of
the Company, pursuant to which each agreed to make available for working capital
purposes to the Company $350,000, or an aggregate of $700,000, with the amounts
to be extended to be made equally by each, to bear interest at the rate the
Company pays on loans from its principal bank lender (currently NatWest USA --
prime plus 2%) and to be payable on demand. In July 1995 the Company borrowed an
aggregate of $500,000 under the agreements, all of which was outstanding as of
August 7, 1995. The Company anticipates that the loans will be repaid in full by
December 31, 1995. The Company believes that the funds which are available from
time to time under its loan facilities, additional mortgage loans with respect
to properties acquired or developed, and funds generated from its operations
will be sufficient to finance its capital and operational requirements for the
12 months ended June 30, 1996.




<PAGE>


                           PART II--OTHER INFORMATION



Item 6. --Exhibits and Report on Form 8-K

         (a) Exhibits

             27.  Financial Data Schedule

         (b) No reports on Form 8-K have been filed during the quarter ended
             June 30, 1995.






<PAGE>


                                   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.



                            SQUARE INDUSTRIES, INC.




                            S/ Sanford Harwood
                            ------------------
                            Sanford Harwood
                            Assistant Chairman





                            S/ Marvin Fruchtman
                            -------------------
                            Marvin Fruchtman
                            Treasurer and
                            Chief Financial Officer


Dated: August 14, 1995


<TABLE> <S> <C>

<ARTICLE> 5
<NAME> SQUARE INDUSTRIES, INC.
<CIK>  0000093134
       
<S>                             <C>
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