<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 MARCH 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-9264
AMERICAN CLASSIC VOYAGES CO.
(Exact name of registrant as specified in its charter)
DELAWARE 31-0303330
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, IL 60606
(Address of principal executive offices) (Zip Code)
(312) 258-1890
(Registrant's telephone number, including area code)
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 [ ]
As of May 8, 1998, there were 14,063,451 shares of Common Stock outstanding.
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AMERICAN CLASSIC VOYAGES CO.
INDEX
<TABLE>
<CAPTION>
ITEM DESCRIPTION PAGE
- ---------------- ----
<S> <C>
Part I Financial Information:
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31, 1998 and 1997......... 3
Condensed Consolidated Balance Sheets at March 31,
1998 and December 31, 1997............................. 4
Condensed Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 1998 and 1997......... 5
Notes to Condensed Consolidated Financial Statements... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 8
Part II Other Information:
Item 1. Legal Proceedings...................................... 13
Item 6. Exhibits and Reports on Form 8-K....................... 13
</TABLE>
2
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AMERICAN CLASSIC VOYAGES CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
-----------------------------
1998 1997
--------- --------
<S> <C> <C>
Revenues.......................................................... $ 40,668 $ 40,372
Cost of operations (exclusive of depreciation expense shown below) 29,459 27,139
--------- --------
Gross profit...................................................... 11,209 13,233
Selling, general and administrative expenses...................... 13,096 11,519
Depreciation expense.............................................. 4,256 3,583
--------- --------
Operating loss.................................................... (6,143) (1,869)
Interest income................................................... 251 268
Interest expense.................................................. 1,670 1,713
Other income...................................................... 300 --
--------- --------
Loss before income taxes.......................................... (7,262) (3,314)
Income tax benefit................................................ 2,900 1,326
--------- --------
Net loss.......................................................... $ (4,362) $ (1,988)
========= ========
PER SHARE INFORMATION
Basic:
Basic weighted average shares outstanding......................... 14,068 13,910
Loss per share.................................................... $ (0.31) $ (0.14)
Diluted:
Diluted weighted average shares outstanding....................... 14,068 13,910
Loss per share.................................................... $ (0.31) $ (0.14)
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE> 4
AMERICAN CLASSIC VOYAGES CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and par value)
<TABLE>
<CAPTION>
(Unaudited) (Audited)
March 31, December 31,
1998 1997
---------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents........................ $ 19,906 $ 19,187
Restricted short-term investments................ 325 325
Accounts receivable.............................. 1,350 1,299
Prepaid expenses and other current assets........ 9,732 7,813
-------- --------
Total current assets......................... 31,313 28,624
Property and equipment, net...................... 170,934 171,105
Deferred income taxes, net....................... 12,063 9,564
Other assets..................................... 1,559 1,602
-------- --------
Total assets................................. $215,869 $210,895
======== ========
LIABILITIES
Accounts payable................................. $ 14,740 $ 14,282
Other accrued liabilities........................ 15,350 18,093
Current portion of long-term debt................ 4,100 4,100
Unearned passenger revenues...................... 45,792 33,713
-------- --------
Total current liabilities.................... 79,982 70,188
Long-term debt, less current portion............. 80,276 81,488
-------- --------
Total liabilities........................... 160,258 151,676
======== ========
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value (5,000,000 shares
authorized, none issued and outstanding)........ -- --
Common stock, $.01 par value (20,000,000 shares
authorized, 14,063,451 and 14,006,015 shares
issued and outstanding, respectively)........... 141 140
Additional paid-in capital....................... 77,812 77,059
Accumulated deficit.............................. (22,342) (17,980)
-------- --------
Total stockholders' equity................... 55,611 59,219
-------- --------
$215,869 $210,895
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE> 5
AMERICAN CLASSIC VOYAGES CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
--------------------
1998 1997
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss............................................ $(4,362) $(1,988)
Depreciation expense............................. 4,256 3,583
Gain on sale of assets........................... (300) --
Changes in working capital and other:
Working capital changes and other............ (6,711) (4,467)
Unearned passenger revenues.................. 12,079 5,839
-------- --------
Net cash provided by operating activities........ 4,962 2,967
-------- --------
INVESTING ACTIVITIES
Decrease in restricted investments.................. -- 29
Capital expenditures................................ (4,085) (2,452)
Proceeds from sale of assets........................ 300 --
-------- --------
Net cash used in investing activities............ (3,785) (2,423)
-------- --------
FINANCING ACTIVITIES
Repayment of borrowings............................. (1,212) (1,212)
Issuance of common stock............................ 754 434
-------- --------
Net cash used in financing activities............ (458) (778)
-------- --------
Increase (decrease) in cash and cash equivalents..... 719 (234)
Cash and cash equivalents, beginning of period....... 19,187 17,908
-------- --------
Cash and cash equivalents, end of period............. $19,906 $17,674
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest......................................... $ 2,007 $ 2,051
Income taxes..................................... $ -- $ 14
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE> 6
AMERICAN CLASSIC VOYAGES CO.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(Unaudited)
1. BASIS OF PRESENTATION
These accompanying unaudited Condensed Consolidated Financial Statements
("Financial Statements") have been prepared pursuant to Securities and
Exchange Commission ("SEC") rules and regulations and should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
included on Form 10-K for the year ended December 31, 1997 (the "Form 10-K")
for American Classic Voyages Co. ("AMCV") and its subsidiaries. These
Financial Statements include the accounts of AMCV and its wholly owned
subsidiaries, The Delta Queen Steamboat Co. ("DQSC") and Great Hawaiian Cruise
Line, Inc. ("GHCL") (collectively with such subsidiaries, the "Company"). The
following notes to the Financial Statements highlight significant changes to
the notes included in the Annual Report and such interim disclosures as
required by the SEC. These Financial Statements reflect, in the opinion of
management, all adjustments necessary for a fair presentation of the interim
financial statements. All such adjustments are of a normal and recurring
nature. Certain previously reported amounts have been reclassified to conform
to the 1998 presentation.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
2. RECENT PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 129, "Disclosure of
Information about Capital Structure". This Statement is effective for
financial statements for periods ending after December 15, 1997. During the
first quarter of 1998, the Company issued 51,642 shares of common stock upon
exercises of stock options and 5,794 shares of common stock under other
employee benefit plans.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information", which requires the reporting of certain
information about operating segments and related disclosures about products
and services, geographic areas and major customers. The Company is required
to adopt the new standard in 1998; however, this statement need not be applied
to interim financial statements during the initial year.
3. EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
requires dual presentation of basic and diluted earnings per share. The
Company has adopted this standard and earnings per share information for the
prior year has been restated accordingly. As the Company reported losses for
the quarter ended March 31, 1998 and 1997, diluted earnings per share was
computed in the same manner as basic earnings per share.
6
<PAGE> 7
4. LONG-TERM DEBT
Long-term debt consisted of (in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- -----------
<S> <C> <C>
U.S. Government Guaranteed Ship Financing Note, American Queen
Series, LIBOR+0.25% floating rate notes due semi-annually
beginning February 24, 1996 through August 24, 2005................ $18,021 $19,233
U.S. Government Guaranteed Ship Financing Bond, American Queen
Series, 7.68% fixed rate sinking fund bonds due semi-annually
beginning February 24, 2006 through June 2, 2020................... 36,198 36,198
U.S. Government Guaranteed Ship Financing Note, Independence
Series A, LIBOR+0.27% floating rate notes due semi-annually
beginning June 7, 1996 through December 7, 2005.................... 10,570 10,570
U.S. Government Guaranteed Ship Financing Bond, Independence
Series A, 6.84% fixed rate sinking fund bonds due
semi-annually beginning June 7, 2006 through December 7, 2015...... 13,215 13,215
U.S. Government Guaranteed Ship Financing Note, Independence
Series B, LIBOR+0.27% floating rate notes due semi-annually
beginning December 7, 1996 through December 7, 2005................ 2,832 2,832
U.S. Government Guaranteed Ship Financing Bond, Independence
Series B, 7.46% fixed rate sinking fund bonds due
semi-annually beginning June 7, 2006 through December 7, 2015...... 3,540 3,540
Revolving credit facility (maximum availability of $15 million)....... -- --
--------- -----------
84,376 85,588
Less current portion.................................................. 4,100 4,100
--------- -----------
$80,276 $81,488
========= ===========
</TABLE>
As of March 31, 1998, the Company complied with all covenants under its various
debt agreements.
5. ACCUMULATED DEFICIT
Changes in accumulated deficit for the three months ended March 31, 1998 were
(in thousands):
Accumulated deficit at December 31, 1997............... $(17,980)
Net loss............................................... (4,362)
--------
Accumulated deficit at March 31, 1998.................. $(22,342)
========
7
<PAGE> 8
AMERICAN CLASSIC VOYAGES CO.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
American Classic Voyages Co. ("AMCV," or along with its subsidiaries, the
"Company"), is a holding company which owns and controls The Delta Queen
Steamboat Co. ("DQSC") and Great Hawaiian Cruise Line, Inc. ("GHCL"). The
Company, through its various subsidiaries, operates two cruise lines: "Delta
Queen", which owns and operates the American Queen, Mississippi Queen and
Delta Queen steamboats, and "American Hawaii", which owns and operates the
Independence steamship.
The following discusses the Company's consolidated results of operations and
financial condition for the first quarter of 1998 as compared to the first
quarter of 1997. This section should be read in conjunction with the
Management's Discussion and Analysis of Financial Condition and Results of
Operations included on the Company's Form 10-K for the year ended December 31,
1997 (the "Form 10-K").
Delta Queen's operations are seasonal. Historically, there is greater
passenger interest and higher yields in the spring and fall months of the
year. Accordingly, the vessels typically undergo their annual lay-up in
January for repairs, maintenance and significant capital projects. American
Hawaii's operations are moderately seasonal with greater passenger interest in
the winter and summer months of the year. During the summer months, in
particular, American Hawaii tends to have average occupancy in excess of 100%
as the number of families sharing cabins with children increases significantly
during this period. As a result of the factors mentioned above, interim
results of operations are not necessarily indicative of results for a full
year.
RESULTS OF OPERATIONS
The following tables set forth various financial results and operating
statistics for the three months ended March 31, 1998 and 1997:
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------
1998 1997
------- -------
(in thousands)
<S> <C> <C>
Revenues.................................... $40,668 $40,372
======= =======
Operating loss.............................. $(6,143) $(1,869)
======= =======
Net loss.................................... $(4,362) $(1,988)
======= =======
</TABLE>
8
<PAGE> 9
OPERATING STATISTICS
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
----------------------
1998 1997
-------- --------
<S> <C> <C>
Fare revenue per passenger night.................. $ 211 $ 221
Total revenue per passenger night................. $ 307 $ 304
Weighted average operating days (1):
DELTA QUEEN...................................... 73 71
AMERICAN HAWAII.................................. 90 90
Vessel capacity per day (berths)(2):
DELTA QUEEN...................................... 1,026 1,026
AMERICAN HAWAII.................................. 867 817
Passenger nights (3).............................. 132,325 132,889
Physical occupancy percentage (4)................. 87% 91%
</TABLE>
(1) Weighted average operating days for each cruise line is determined by
dividing capacity passenger nights for each cruise line by the cruise
line's total vessel capacity per day. Capacity passenger nights is
determined by multiplying, for the respective period, the actual
operating days of each vessel by each vessel's capacity per day.
(2) Vessel capacity per day represents the number of passengers each cruise
line can carry assuming double occupancy for cabins which accommodate two
or more passengers. Some cabins on the Independence and the American
Queen can accommodate three or four passengers.
(3) A passenger night represents one passenger spending one night on a
vessel; for example, one passenger taking a three-night cruise would
generate three passenger nights.
(4) Physical occupancy percentage is passenger nights divided by capacity
passenger nights.
9
<PAGE> 10
QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997
Consolidated first quarter 1998 revenues increased $0.3 million to $40.7
million from $40.4 million for the first quarter 1997 representing a $1.5
million decrease in fare revenues offset by a $1.8 million increase in other
revenues, mainly from the sale of air packages. Delta Queen's fare revenues
decreased $1.2 million on an 8% decrease in occupancy rates partially
attributable to the current period's absence of charter business as compared to
the prior year in which all three Delta Queen vessels were chartered for the
1997 Super Bowl held in New Orleans. Delta Queen's fare revenue per passenger
night ("fare per diems"), however, was comparable to the prior year. American
Hawaii's fare revenues decreased $0.3 million due to an 8% decrease in fare per
diems offset by a 6% increase in passenger nights associated with the increased
capacity of the Independence. The $1.8 million increase in other revenues was
primarily due to an increase in the percentage of passengers electing to
purchase air through American Hawaii under various air promotions. As a result,
consolidated total revenue per passenger night increased to $307, however, the
increase in air revenue was offset by a corresponding increase in related
expenses.
Consolidated cost of operations increased to $29.5 million for the first
quarter of 1998 from $27.1 million for the comparable period in 1997. The
increase was mainly due to an increase in air package expenses corresponding to
the related revenue increase, as mentioned above. Additionally, there was a
moderate increase in American Hawaii's operating expenses due to the increase
in passenger nights. As a result of the foregoing factors, consolidated gross
profit decreased $2.0 million to $11.2 million for the first quarter of 1998
from $13.2 million for the comparable period in 1997.
Consolidated selling, general and administrative ("SG&A") expenses increased by
$1.6 million to $13.1 million for the first quarter of 1998 from $11.5 million
for the same period in 1997. The increase was primarily due to an acceleration
of marketing spending in the first quarter of 1998 as compared to the marketing
spending pattern in 1997. Also included in consolidated SG&A expenses were
$0.4 million of expenses related to capacity expansion at American Hawaii and
at Delta Queen, as mentioned below. The $0.7 million increase in depreciation
expense was attributable to expenditures capitalized during the second quarter
1997 Independence drydock and recently completed layups of the Delta Queen
vessels.
The consolidated operating loss for the first quarter of 1998 was $6.1 million
as compared to $1.9 million for the first quarter of 1997.
Interest expense decreased slightly due to a lower outstanding debt balance in
the first quarter of 1998. In February 1998, the Company received $0.3 million
of final proceeds under a Profit Participation Agreement associated with the
sale of the Company's hotel in 1996. The Company's consolidated effective tax
rate was 40% for both periods in 1998 and 1997.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Operating Activities
For the three months ended March 31, 1998, cash provided by operations was
$5.0 million compared to $3.0 million in the prior year primarily as a result
of an increase in unearned passenger revenues offset by an increase in
expenses as mentioned above and changes in other working capital accounts. For
the three months ended March 31, 1998, unearned passenger revenues,
representing passenger cruise deposits, increased $12.1 million compared to an
increase of $5.8 million in the prior year. The improvement in the seasonal
increase in passenger cruise deposits reflected the higher advance reservation
levels at both Delta Queen and American Hawaii. For American Hawaii, the
Independence will be operating for the full quarter ending June 30, 1998,
whereas in the prior year, it was out-of-service for a four-week drydock which
ended June 13, 1997.
Capital Expenditures
The layups for the Delta Queen and the American Queen were completed in the
first quarter of 1998 at a cost of approximately $5.0 million, including
repairs and maintenance. Of this amount, $3.8 million represented capital
expenditures.
10
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Debt
As of March 31, 1998, the Company complied with all covenants under its
various debt agreements.
The Company believes it will have adequate access to capital resources, both
internally and externally, to meet its short-term and long-term capital
commitments. Such resources may include cash on hand and the ability to secure
additional financing through the capital markets. The Company continually
evaluates opportunities to increase capacity at both Delta Queen and American
Hawaii and to strategically grow the business. As discussed below, the Company
recently announced plans to expand capacity at Delta Queen and at American
Hawaii. As it proceeds with such plans, the Company intends to seek additional
financing, although it has not yet determined the nature or amount of such
financing. Although the Company believes that it will be able to obtain
sufficient funding from the capital markets to construct the new vessels, there
can be no assurance that the Company will be able to obtain additional
financing at commercially acceptable levels to finance such new construction
and, if the Company so chooses, to pursue a strategic business opportunity.
Other
In April 1998, the Company announced plans to expand capacity at Delta Queen.
For the Delta Queen fleet, the Company intends to build up to five new small
coastal ships over the next seven to 10 years. The ships, expected to cost
approximately $25 million each, will each accommodate 200 to 225 passengers and
will cruise in coastal areas not currently served by the existing Delta Queen
vessels. The Company is in the process of obtaining market research and naval
designs to assist in the final determination of the feasibility of these new
vessels. The Company expects construction of the first new vessel to begin in
early 1999, but has not entered into any shipyard contract.
As more fully discussed in the Company's Form 10-K, in October 1997, the
Company announced plans to expand capacity at American Hawaii. The Company
intends to construct two new cruise ships over the next seven years and plans
to introduce an existing foreign-flag cruise ship in the Hawaii market while
awaiting construction of the new vessels.
The Federal Maritime Commission ("FMC") regulates passenger vessels with 50 or
more berths departing from U.S. ports and requires that operators post
security to be used in the event the operator fails to provide cruise
services, or otherwise satisfy certain financial standards. The Company has
been approved as a self-insurer by the FMC, and therefore, subject to
continued approval, is not required to post security for passenger cruise
deposits. The FMC has reviewed its standards and in June 1996 issued proposed
regulations to increase the financial responsibility requirements. The Company
filed its objection to the proposals, as it believes that the FMC's current
standards provide passengers with adequate protection in the event of an
operator's non-performance and that further requirements may impose an undue
burden on operators. If implemented, these proposed regulations would be
phased in over time and, among other things, require operators qualifying as a
self-insurer, such as the Company, to satisfy a working capital test, in
addition to the existing net worth test, and to provide third-party coverage
for 25% of its unearned passenger revenue in the form of a surety bond or
similar instrument. At this time, the Company cannot predict if the proposed
changes will be approved as currently constituted, or at all. If they are
implemented, the proposed changes would require that the Company establish a
bond to cover a portion of its passenger deposits and payments, which may
impact the Company's liquidity.
In June 1997, the Board of Directors of the Company approved a stock
repurchase plan. The plan authorizes the Company to repurchase up to one
million shares of its stock. These shares may be purchased from time to time
in the public market or through privately negotiated transactions. As of
March 31, 1998, the Company had not repurchased any shares under the plan.
11
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Factors Concerning Forward-Looking Statements
Certain statements in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general economic
and business conditions which may impact passenger yields and occupancy;
weather patterns affecting either the inland waterways in the Continental U.S.
or the Hawaiian Islands; unscheduled repairs and drydocking of the Company's
vessels; construction delays and/or cost overruns during regularly scheduled
lay-ups and/or drydocks; delays and/or costs overruns during the development
and/or construction of new vessels; the impact of changes and/or repeal of laws
and implementation of government regulations; an increase in capacity at
American Hawaii and/or Delta Queen; pursuit of a strategic business
opportunity; and the ability to obtain additional financing, if necessary.
12
<PAGE> 13
AMERICAN CLASSIC VOYAGES CO.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
There are no other material legal proceedings, to which the Company is
a party or of which any of its property is the subject, other than
ordinary routine litigation and claims incidental to the business. The
Company believes it maintains adequate insurance coverage and reserves
for such claims.
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits:
27. Financial data schedule.
b) Reports on Form 8-K:
None.
13
<PAGE> 14
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.
AMERICAN CLASSIC VOYAGES CO.
By: /s/ Philip C. Calian
-----------------------
Philip C. Calian
Chief Executive Officer
By: /s/ O. Ivy Wu
-----------------------
O. Ivy Wu
Treasurer
Dated: May 14, 1998
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 20,231<F1>
<SECURITIES> 0
<RECEIVABLES> 1,350
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 31,313
<PP&E> 234,583
<DEPRECIATION> 63,649
<TOTAL-ASSETS> 215,869
<CURRENT-LIABILITIES> 79,982
<BONDS> 80,276
0
0
<COMMON> 141
<OTHER-SE> 55,470
<TOTAL-LIABILITY-AND-EQUITY> 215,869
<SALES> 0
<TOTAL-REVENUES> 40,668
<CGS> 0
<TOTAL-COSTS> 29,459
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,670
<INCOME-PRETAX> (7,262)
<INCOME-TAX> (2,900)
<INCOME-CONTINUING> (4,362)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,362)
<EPS-PRIMARY> (0.31)
<EPS-DILUTED> (0.31)
<FN>
<F1>Includes restricted short-term investments of $325.
</FN>
</TABLE>
