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As filed with the Securities and Exchange Commission on November 2, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): November 2, 1999
AMERICAN CLASSIC VOYAGES CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-9264 31-030330
(Commission File Number) (IRS Employer Identification Number)
Two North Riverside Plaza, Suite 200
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 258-1890
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events
On November 2, 1999 we issued a press release
reporting our earnings for the third quarter ended September
30, 1999 and restating our earnings for the first quarter
ended March 31, 1999 and the second quarter ended June 30,
1999. Please see a copy of the press release, which is
attached hereto as an exhibit.
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ITEM 7. Financial Statements and Exhibits.
Exhibit
Number Exhibit
99 American Classic Voyages Co. Press Release,
issued November 2, 1999.
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.
AMERICAN CLASSIC VOYAGES CO.
Date: November 2, 1999 By: /s/ Jordan B. Allen
---------------------------------
Jordan B. Allen, Executive Vice
President and General Counsel
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EXHIBIT 99
FOR IMMEDIATE RELEASE
CONTACTS: Karen Brown (312) 466-6165
Doreen Lubeck (773) 583-4331
AMERICAN CLASSIC VOYAGES CO.
REPORTS THIRD QUARTER 1999 EARNINGS
RESTATES FIRST AND SECOND QUARTER 1999 EARNINGS
STRONG ADVANCED BOOKINGS FOR 2000
CHICAGO, NOVEMBER 2, 1999 -- American Classic Voyages Co. (NASDAQ: AMCV) today
reported net income for the third quarter ended September 30, 1999, of $2.1
million, or $0.11 per share compared to net income of $1.5 million, or $0.10
per share for the third quarter of 1998. Included in the third quarter results
are capacity expansion costs of $1.7 million in 1999 and $0.7 million in 1998.
Revenues for the third quarter of 1999 were $57.5 million compared to $50.9
million in the same period in 1998.
Philip C. Calian, chief executive officer of American Classic Voyages,
said, "Our existing vessels are performing very well as we enjoyed cruise fare
per diems of $231 per passenger night and occupancy of 102% in the third
quarter. As we build the infrastructure to support our growth we are pleased to
see the continued good performance of our Delta Queen Steamboat Co. and
American Hawaii brands."
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American Classic Voyages also restated its earnings for the first
quarter ended March 31, 1999 to a loss of $6.3 million, or ($0.44) per share
compared to its earlier reported loss of $4.5 million or ($0.32) per share and
its earnings in the second quarter ended June 30, 1999 to $2.5 million or $0.14
per share compared to its earlier reported earnings of $2.3 million or $0.13
per share. The Company said the restatement of earnings resulted from a
reallocation of expenses due to the recission of an accounting method adopted
in 1999 which was designed to match direct response mail expenses with the
revenue generated from its direct mail marketing efforts. Due to difficulties
in implementing the new method, the Company has made the decision to expense
all direct marketing costs in the periods in which they are incurred, as the
Company has done in prior years, rather than in future periods when the
promoted cruises sailed. The impact of the recission of the accounting method
was the after-tax reversal of $1.7 million in deferred direct response
marketing expenses in the first quarter and $0.2 million of deferred direct
marketing expenses in the second quarter. In addition, as part of this
restatement, the Company also decreased prepaid advertising costs of $2.9
million and $2.6 million, respectively, which had been recognized on its
balance sheets as of the end of the first and second quarters of 1999.
For the nine months ended September 30, 1999, American Classic Voyages
reported a net loss of $1.7 million, or ($0.10) per share compared to a net
loss of $1.3 million or ($0.09) per share for the first nine months of 1998.
Included in the nine months results are capacity expansion costs of $2.8
million in 1999 and $1.7 million in 1998. Revenues for the nine months of 1999
were $153.2 million compared to $145.1 million in the same period in 1998.
"We continue on track with our new vessel plans," Calian said. "We
introduced our new Project America brand, United States Lines, last week to the
travel industry and we plan to
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commence taking bookings on the Patriot, the 1,214-passenger vessel we have
under contract to purchase from Holland America Line, in three weeks."
For the first half of 2000, the Company reported that American Hawaii
cruises is 88% booked at a rate of $224 per passenger night and that Delta
Queen is 54% booked at a rate of $289 per passenger night. For the same time
period one year ago, the Company reported that American Hawaii Cruises was 64%
booked at a rate of $213 per passenger night and that Delta Queen was 41%
booked at a rate of $264 per passenger night.
American Classic Voyages is the largest owner and operator of U.S.
flag passenger vessels and currently offers 3- to 14-night cruises throughout
the nation's heartland on the Delta Queen Steamboat Co., and also provides
7-night cruises in and around the Hawaiian islands with American Hawaii
Cruises.
The Company, through its Project America initiative, is building two
1,900-passenger cruise ships for service in Hawaii under its United States
Lines brand. These ships will be the largest cruise ships ever built in the
United States. In addition, American Classic Voyages, through its Delta Queen
brand, recently introduced the 161-passenger Columbia Queen river cruise
product for the Pacific Northwest scheduled to enter service March 31, 2000,
and is constructing a fleet of 226-passenger U.S.-flag coastal ships to operate
along the Eastern Seaboard and West Coast. The first two of these coastal ships
will begin service in 2001.
For more information on American Classic Voyages, The Delta Queen
Steamboat Co. and American Hawaii Cruises, please visit their respective
websites at: www.amcv.com, www.deltaqueen.com and www.cruisehawaii.com.
# # # #
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- --------------------------------------------------------------------------------
NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performances or achievements of American
Classic Voyages Co. to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include general business, economic and weather
conditions which may impact passenger yields and occupancy and the demand for
the Company's products; unscheduled repairs and dry-docking of the Company's
vessels; delays or the inability to enter into definitive construction
agreements on commercially reasonable terms; construction delays and/or cost
overruns during regularly scheduled lay-ups and/or dry-docks or in connection
with the construction of new vessels; successful completion of expansion plans,
including the construction of new vessels; the impact of changes and/or repeal
of laws and implementation of government regulations, and other factors which
are described in further detail in American Classic Voyages' filings with the
Securities and Exchange Commission.
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- TABLES FOLLOW -
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AMERICAN CLASSIC VOYAGES CO. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES $ 57,460 $ 50,920 $ 153,226 $ 145,123
Cost of operations 35,768 32,736 98,230 95,168
--------- --------- --------- ---------
Gross profit 21,692 18,184 54,996 49,955
Selling, general and administrative expenses 13,848 10,156 43,297 35,544
Depreciation expense 4,130 4,230 12,472 12,719
--------- --------- --------- ---------
Operating income (loss) 3,714 3,798 (773) 1,692
Interest income 1,071 272 2,282 786
Interest expense 1,306 1,646 4,376 5,002
Other income -- -- -- 300
--------- --------- --------- ---------
Income (loss) before income taxes 3,479 2,424 (2,867) (2,224)
Income tax (expense) benefit (1,388) (970) 1,150 890
--------- --------- --------- ---------
Net income (loss) $ 2,091 $ 1,454 $ (1,717) $ (1,334)
========= ========= ========= =========
Per Share Information (a)
Basic:
Basic weighted average shares outstanding 18,505 14,145 16,694 14,111
========= ========= ========= =========
Earnings (loss) per share $ 0.11 $ 0.10 $ (0.10) $ (0.09)
========= ========= ========= =========
Diluted:
Diluted weighted average shares outstanding 19,629 14,543 16,694 14,111
========= ========= ========= =========
Earnings (loss) per share $ 0.11 $ 0.10 $ (0.10) $ (0.09)
========= ========= ========= =========
</TABLE>
(a) Weighted average shares outstanding as of September 30, 1999 reflects
the issuance of an additional 4.025 million shares during the second
quarter of 1999 related to the Company's public stock offering.
Note: 1999 year to date results of operations reflects the restatement of 1999
first and second quarter 1999 earnings. The first quarter of 1999 was restated
from a loss of $4.5 million, or ($0.32) per share, to a loss of $6.3 million,
or ($0.44) per share. The second quarter was restated from earnings of $2.3
million, or $0.13 per share, to earnings of $2.5 million, or $0.14 per share.
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AMERICAN CLASSIC VOYAGES CO. AND SUBSIDIARIES
Operating Statistics
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
---------------------------- -------------------------
1999 1998 1999 1998
------------ ----------- ---------- ---------
<S> <C> <C> <C> <C>
Fare revenue per passenger night $ 231 $ 222 $ 227 $ 222
Total revenue per passenger night $ 325 $ 308 $ 322 $ 313
Weighted average operating days
Delta Queen Line 92 92 250 256
American Hawaii Line 92 92 273 273
Vessel capacity per day (berths)
Delta Queen Line 1,026 1,026 1,026 1,026
American Hawaii Line 867 867 867 867
Passenger nights 176,805 165,539 476,460 464,361
Physical occupancy percentage 102% 95% 97% 93%
</TABLE>
