<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 MARCH 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
-------------- --------------
COMMISSION FILE NUMBER 0-22526
TOWER AIR, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-2621046
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
HANGAR NO. 17 11430
J.F.K. INTERNATIONAL AIRPORT (Zip Code)
JAMAICA, N.Y.
(Address of principal executive offices)
(718) 553-4300
(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 and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
------- -------
As of April 30, 1997, there were 15,290,006 shares of Common Stock, par value
$.01 per share, outstanding.
- --------------------------------------------------------------------------------
Page 1 of 13 pages
<PAGE>
TOWER AIR, INC.
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of March 31, 1997
and December 31, 1996...................... 3
Statements of Operations for the three months
ended March 31, 1997 and 1996.............. 4
Statements of Cash Flows for the three months
ended March 31, 1997 and 1996.............. 5
Notes to Financial Statements................ 6
Selected Operating Data...................... 8
Item 2. Managements Discussion and Analysis
of Financial Condition and Results
of Operations.............................. 9
PART II. OTHER INFORMATION............................ 12
SIGNATURES ............................................. 13
</TABLE>
2
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOWER AIR, INC.
BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited) (Note)
----------- ------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 2,868 $ 2,968
Certificates of deposit, at cost,
which approximates market 525 275
Receivables, net 26,657 27,912
Income tax receivable -- 6,397
Prepaid expenses and other current
assets 3,785 5,102
-------- --------
Total current assets 33,835 42,654
Property and Equipment, at cost:
Flight equipment 345,800 321,240
Ground property and equipment 32,518 32,285
-------- --------
378,318 353,525
Less accumulated depreciation and
amortization 145,502 135,467
-------- --------
232,816 218,058
Other Assets 3,342 2,543
-------- --------
$269,993 $263,255
======== ========
LIABILITIES AND STOCKHOLDERS EQUITY
- -----------------------------------
Current Liabilities:
Notes payable $ 19,318 $ 4,545
Accounts payable 50,709 46,958
Accrued liabilities 32,599 40,043
Air traffic liability 18,618 18,010
Current maturities of long-term debt
(Note 2) 23,883 17,294
-------- --------
Total current liabilities 145,127 126,850
Long-Term Debt (Note 2) 66,220 67,716
Deferred Income Taxes 9,104 13,545
Deferred Rent 1,651 1,828
Stockholders Equity (Note 3):
Preferred stock, $.01 par value;
5,000,000 shares authorized;
none issued -- --
Common stock, $.01 par value;
35,000,000 shares authorized;
15,500,006 issued 155 155
Additional paid-in capital 43,885 43,885
Retained earnings 5,362 10,787
Less treasury stock, at cost
(210,000 shares) 1,511 1,511
-------- --------
Total stockholders equity 47,891 53,316
-------- --------
$269,993 $263,255
======== ========
</TABLE>
See accompanying notes to financial statements.
Note: The Balance Sheet at December 31, 1996 has been derived from the audited
Financial Statements at that date.
3
<PAGE>
TOWER AIR, INC.
STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
1997 1996
------- --------
<S> <C> <C>
OPERATING REVENUES:
Scheduled Passenger Service $42,777 $ 55,540
Commercial Charter Service 18,030 8,332
Military Charter Service 15,511 15,794
Cargo Service 314 4,356
Other 1,378 1,802
------- --------
Total operating revenues 78,010 85,824
OPERATING EXPENSES:
Fuel 16,759 18,003
Flight equipment rentals and insurance 4,926 5,110
Maintenance 7,967 10,395
Crew costs and other 5,512 6,858
Aircraft and traffic servicing 14,596 20,248
Passenger servicing 9,985 11,612
Promotion, sales and commissions 10,385 13,094
General and administrative 4,788 5,188
Depreciation and amortization 10,166 8,455
------- --------
Total operating expenses 85,084 98,963
------- --------
OPERATING LOSS (7,074) (13,139)
OTHER EXPENSES (INCOME):
Interest and other income 5 272
Interest expense 2,787 1,323
------- --------
Total other expenses 2,792 1,595
------- --------
LOSS BEFORE INCOME TAXES (9,866) (14,734)
Income Tax Benefit (4,441) (6,600)
------- --------
NET LOSS $(5,425) $ (8,134)
======= ========
NET LOSS PER SHARE $ (.35) $ (.53)
======= ========
WEIGHTED AVERAGE SHARES OUTSTANDING 15,290 15,290
======= ========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
TOWER AIR, INC.
STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (5,425) $ (8,134)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Depreciation and amortization 10,166 8,455
Provision for doubtful
accounts 234 --
Deferred income taxes (4,441) (6,600)
Deferred rent (177) 90
Changes in operating assets
and liabilities:
Income tax receivable 6,397 --
Trade receivables 1,021 3,161
Insurance proceeds
receivable -- 25,000
Prepaid expenses and
other assets 476 (984)
Accounts payable and
accrued liabilities 2,829 (11,055)
Air traffic liability 608 (127)
-------- --------
Net cash provided by operating
activities 11,688 9,806
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of flight equipment (25,215) (18,693)
Purchase of ground property and
equipment (233) (588)
Increase in certificates of deposit (250) --
-------- --------
Net cash used in investing activities (25,698) (19,281)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 92,754 22,625
Principal payments on borrowings (78,755) (9,978)
Payment of cash dividends -- (612)
Other (89) (663)
-------- --------
Net cash provided by financing
activities 13,910 11,372
-------- --------
Net increase (decrease) in cash and
cash equivalents (100) 1,897
Cash and cash equivalents at
beginning of period 2,968 $ 3,521
-------- --------
Cash and cash equivalents at end of
period $ 2,868 $ 5,418
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest $ 2,049 $ 1,203
Cash paid during the period for
income taxes $ -- $ 439
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Purchase of flight equipment
accrued but not paid $ 8,990 $ 5,167
Purchase of flight equipment
financed through debt $ 5,867 $ 36,600
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by Tower Air,
Inc. (the "Company") in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, these
financial statements contain all adjustments, consisting of normal recurring
accruals, necessary to present fairly the financial position, results of
operations and cash flows for the periods indicated. These interim financial
statements and related notes should be read in conjunction with the financial
statements and notes included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996. The results of operations for the three
months ended March 31, 1997 are not necessarily indicative of the results that
may be expected for the full year.
2. LONG-TERM DEBT
In November 1996, the Company borrowed $2,000,000 from a commercial finance
institution. The note bears interest at 10.27% and is due December 1997. In
January 1997, the Company borrowed an additional $2,000,000 from the same
commercial finance institution also at the same interest rate of 10.27% and is
also due December 1997. The notes require monthly interest payments of
approximately $30,000 through June 1997. Commencing July 1997, the notes
require monthly principal and interest payments of approximately $700,000
through December 1997. At December 31, 1996, there was approximately $2,000,000
outstanding.
In February 1997, the Company purchased six engines for an aggregate purchase
price of $11,900,000. In connection with this purchase, the Company will
exchange engines with an aggregate value of $1,800,000 and issued to the seller
$1,100,000 of credits toward the purchase of aircraft and engine parts. Any
unused portion of the credits will be paid to the seller by the Company on
August 31, 1997. In addition, the Company issued a $9,000,000 promissory note
to the seller. The promissory note bears interest at prime plus 2.75% and is
payable over a term of twenty-four months.
In March 1997, the Company purchased two engines for an aggregate purchase price
of $2,600,000. In connection with this purchase, the Company will pay this
amount with interest through June 1997.
3. STOCKHOLDERS' EQUITY
In an effort to conserve cash, the Company did not pay a cash dividend for the
first quarter of 1997.
6
<PAGE>
4. INCOME TAXES
Income taxes are calculated at the estimated annual effective tax rate, which
differs from the federal statutory rate of 35%, primarily due to the effect of
state income taxes and certain nondeductible items.
7
<PAGE>
TOWER AIR, INC.
SELECTED OPERATING DATA
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------
1997 1996
-------- ----------
<S> <C> <C>
Scheduled Passenger Service:
Revenue passengers carried
(in thousands) 222 286
Revenue passenger miles
(in thousands) (RPMs) (1) 570,477 775,762
Available seat miles
(in thousands) (ASMs) (2) 804,478 1,080,465
Passenger load factor (3) 70.91% 71.80%
Yield per RPM (4) $ .0750 $ .0716
Block hours flown (5) 3,808 5,215
Operating expense per ASM (6) $ .0547 $ .0553
Revenue per block hour (7) $ 11,233 $ 10,650
Variable expense per block hour (8) $ 9,899 $ 10,071
Commercial Charter Service:
Block hours flown (5) 2,620 1,304
Revenue per block hour (7) $ 6,882 $ 6,390
Variable expense per block hour (8) $ 4,801 $ 5,086
Military Charter Service:
Block hours flown (5) 1,307 1,470
Revenue per block hour (7) $ 11,868 $ 10,744
Variable expense per block hour (8) $ 8,309 $ 8,351
Cargo Service:
Block hours flown (5) 41 1,027
Revenue per block hour (7) $ 7,659 $ 4,241
Variable expense per block hour (8) $ 2,562 $ 2,067
Total:
Block hours flown (5) 7,776 9,016
Revenue per block hour (7) $ 9,855 $ 9,319
Variable expense per block hour (8) $ 7,851 $ 8,158
Average hours of daily utilization (9) 8.5 7.5
Employees (at period-end) 1,523 1,677
Number of aircraft in service (at
period-end) 17* 17*
</TABLE>
*One cargo aircraft temporarily out of service for mandatory modifications.
___________________________
(1) Revenue passenger miles or RPMs represent the number of miles flown by
revenue passengers.
(2) Available seat miles or ASMs represent the number of seats available for
passengers multiplied by the number of miles those seats are flown.
(3) Passenger load factor represents revenue passenger miles divided by
available seat miles.
(4) Yield per RPM represents total revenue from scheduled passenger service
divided by revenue passenger miles.
(5) Block hours represent the period of time between the aircraft's departure
from the place where it is parked to its arrival at its destination.
(6) Operating expense per ASM represents certain direct variable costs for
scheduled passenger service, which include passenger liability insurance,
catering, crew costs, fuel, landing and handling fees, maintenance,
navigation fees, power by the hour rent, plus marketing and reservations,
and an allocation of other fixed costs based on block hours, divided by
total scheduled passenger service ASMs.
(7) Revenue per block hour represents total revenue from scheduled passenger
service, commercial charter service, military charter service and cargo
service divided by total block hours flown.
(8) Variable expense per block hour represents total direct variable costs,
which include passenger liability insurance, catering, crew costs,
commissions, fuel, landing and handling fees, maintenance, navigation fees
and insurance and power by the hour rent, divided by block hours.
(9) Average hours of daily utilization represents the actual number of block
hours per aircraft per operating day.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
For the three-month period ended March 31, 1997 (the "1997 First Quarter"), the
Company recorded a net loss of $5.4 million compared with a net loss of $8.1
million for the three-month period ended March 31, 1996 (the "1996 First
Quarter"). The $2.7 million decrease in net loss was the result of a decline in
revenues offset by a concomitant reduction in operating expenses. The decline in
operating revenue stemmed from a lower level of flying in scheduled passenger
service which was almost totally offset by increased commercial charter flying.
Cargo charter flying and related revenues were significantly lower in the 1997
First Quarter versus the 1996 First Quarter. Operating expense declined as well
due to the lower level of total flying and as a result of a substantial
reduction in unit costs as the Company's cost control efforts began to take
effect in the 1997 First Quarter.
OPERATING REVENUES. The Company's operating revenues for the 1997 First Quarter
decreased $7.8 million, or 9.1%, to $78.0 million from $85.8 million for the
1996 First Quarter.
Scheduled passenger service revenues for the 1997 First Quarter decreased $12.8
million, or 23.0%, to $42.8 million from $55.5 million for the 1996 First
Quarter. Scheduled passenger traffic (measured in revenue passenger miles) in
the 1997 First Quarter decreased by 26.5% on a decline in capacity (as measured
in available seat miles) of 25.6%. These declines were due primarily to the
withdrawal from the India market in the 1996 First Quarter and the cessation of
service to Brazil in March 1997. The load factor was 70.9% in the 1997 First
Quarter compared with 71.8% in the 1996 First Quarter. Load factor declines in
domestic services, primarily Los Angeles and Oakland, were offset by
improvements in other markets. Passenger service yield (measured in revenue per
passenger mile) rose by 4.7% in the 1997 First Quarter compared to the 1996
First Quarter.
Commercial charter service revenues for the 1997 First Quarter increased $9.7
million, or 116.4%, to $18.0 million from $8.3 million for the 1996 First
Quarter. The increase in commercial charter service revenues was primarily due
to a higher level of charters from Brazil and the earlier start of Hajj charter
operations. Tower has assigned nine B747 aircraft for the Hajj pilgrimage.
Military charter service revenues for the 1997 First Quarter decreased $0.3
million, or 1.8%, to $15.5 million from $15.8 million for the 1996 First
Quarter.
Cargo service revenues for the 1997 First Quarter decreased $4.0 million, or
92.8%, to $0.3 million from $4.4 million. The decrease in cargo service
revenues was primarily due to reduced demand and the grounding of one of the
Company's two cargo aircraft in February 1996 to comply with newly restrictive
FAA Airworthiness Directive requirements. The Company expects to generate cargo
charter revenue in the second quarter and the grounded aircraft is expected to
return to service by the fourth quarter of 1997.
OPERATING EXPENSES. The Company's operating expenses for the 1997 First Quarter
decreased $13.9 million, or 14.0%, to $85.1 million from $99.0 million for the
1996 First
9
<PAGE>
Quarter. The decline in operating expenses was attributable to a 13.8% decline
in total block hours and the impact of the Company's cost cutting efforts.
Reflecting the impact of an aggressive restructuring of costs and improved
financial controls, operating expenses, excluding fuel and depreciation,
declined by 19.8%.
Aircraft fuel expenses for the 1997 First Quarter decreased $1.2 million, or
6.9%, to $16.8 million from $18.0 million for the 1996 First Quarter. The
decrease resulted from a 13.8% reduction in block hours offset by a 10.6%
increase in fuel prices.
Flight equipment rentals and insurance expenses for the 1997 First Quarter
decreased $0.2 million, or 3.6%, to $4.9 million from $5.1 million for the 1996
First Quarter. The decrease was attributable to a decrease in aircraft rentals
resulting from the purchase of one aircraft and return of two leased aircraft in
1996, partially offset by the cost associated with the rental of additional
engines to support the Company's fleet.
Maintenance costs for the 1997 First Quarter decreased $2.4 million, or 23.4%,
to $8.0 million from $10.4 for the 1996 First Quarter. The decrease was due to
the lower level of flying as well as the negotiation of an exclusive engine and
component repair agreements with major repair and maintenance support vendors
including General Electric Aircraft Engine Services, Inc.
Crew costs and other expenses for the 1997 First Quarter decreased $1.3 million,
or 19.6%, to $5.5 million from $6.9 million for the 1996 First Quarter. The
decrease was primarily due to a 13.8% decline in block hours flown.
Aircraft and traffic servicing expenses for the 1997 First Quarter decreased
$5.7 million, or 27.9%, to $14.6 million from $20.2 million for the 1996 First
Quarter. The decrease was primarily due to a lower level of flying in scheduled
passenger services and a significant deicing cost reduction as a result of mild
weather conditions, as well as self handling of deicing and other airport
operations.
Passenger servicing expenses for the 1997 First Quarter decreased $1.6 million,
or 14.0%, to $10.0 million from $11.6 million for the 1996 First Quarter.
Passenger servicing expenses were lower for the period as a result of the
decline in total block hours and the impact of the Company's cost cutting
efforts which included a rationalization of its domestic food service resulting
in reduced catering costs.
Promotion, sales and commission expenses for the 1997 First Quarter decreased
$2.7 million, or 20.7%, to $10.4 million from $13.1 million for the 1996 First
Quarter. The decrease in promotion, sales and commission expenses were
primarily due to higher commission expenses in the 1996 First Quarter related to
the Bombay route which was discontinued in March 1996 coupled with the reduction
in scheduled passenger service flying.
General and administrative expenses for the 1997 First Quarter decreased $0.4
million, or 7.7%, to $4.8 million from $5.2 million for the 1996 First Quarter.
The decrease in general and administrative expenses was the result of the
Company's cost cutting efforts.
Depreciation and amortization expenses for the 1997 First Quarter increased $1.7
million, or 20.2%, to $10.2 million from $8.5 million for the 1996 First
Quarter. The increase in depreciation and amortization was principally due to
the purchase of one B747 aircraft during the second quarter of 1996, as well as
six spare engines, capitalized engine overhauls, and heavy airframe maintenance
in the 1997 First Quarter.
10
<PAGE>
OTHER EXPENSES AND INCOME. Interest expense for the 1997 First Quarter
increased $1.5 million, or 110.7%, to $2.8 million from $1.3 million for the
1996 First Quarter. The increase in interest expense reflected a higher average
outstanding debt balance in the 1997 First Quarter resulting from the use of the
line of credit established in December 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its working capital and capital
expenditure requirements with cash flow generated from operations and through
lease, debt and equity financing.
The Company's cash, cash equivalents and short-term investments at March 31,
1997 and December 31, 1996 were $3.4 million and $3.2 million, respectively.
The Company generated cash from operations in the 1997 First Quarter of $11.7
million which included $6.4 million of proceeds related to 1996 income tax
refunds.
Net cash used in investing activities was $25.7 million for the 1997 First
Quarter compared with $19.3 million for the 1996 First Quarter. The Company's
expenditures for flight equipment were $25.2 million for the 1997 First Quarter
compared with $18.7 million for the 1996 First Quarter. Expenditures for flight
equipment in the 1997 First Quarter included the purchase of six spare engines,
capitalized engine overhauls and heavy maintenance on airframes.
As of March 31, 1997, the Company had negative working capital of $111.3
million compared to negative working capital of $84.2 million as of December 31,
1996. Historically, the Company has operated with a working capital deficit.
The Company established a new $12.5 million secured line of credit with a
financial institution in December 1996. The interest rate on this borrowing
line is the base rate, as defined, plus 1% (9.50% at March 31, 1997). The line
was further increased to $18.0 million in January 1997 and then to $20.0 million
in March 1997. The credit line is secured by trade receivables and inventory and
the agreement expires in June 1997. The Company is negotiating an extension of
this line beyond June 1997. The Company is also negotiating revised payment
terms with vendors and other creditors for settlement of current obligations,
some of which are secured. The successful outcome of these negotiations is
critical for the Company to avoid defaults and to fund its working capital needs
until cash flow from operations strengthens in the summer months.
In an effort to conserve cash, the Company did not pay a cash dividend for the
first quarter of 1997.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The only change in legal proceedings as disclosed in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996, is that the United States
Supreme Court denied a Petition for a Writ or Certiorari filed by Branch in the
Securities Litigation, which petition sought a review of the affirmance by the
Second Circuit of the District Court's approval of the Settlement of the
Securities Litigation.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27. Financial Data Schedule.
(b) None.
12
<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.
Tower Air, Inc.
(Registrant)
Date: May 15, 1997 /s/ Morris K. Nachtomi
--------------------------------------
Morris K. Nachtomi
President, Chief Executive Officer
and Chairman of the Board of Directors
(Principal Executive Officer)
Date: May 15, 1997 /s/ Ramesh Punwani
--------------------------------------
Ramesh Punwani
Chief Financial Officer and
Vice President-Finance (Principal
Financial and Accounting Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TOWER AIR,
INC. 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,868
<SECURITIES> 525
<RECEIVABLES> 27,967
<ALLOWANCES> 1,310
<INVENTORY> 0
<CURRENT-ASSETS> 33,835
<PP&E> 378,318
<DEPRECIATION> 145,502
<TOTAL-ASSETS> 269,993
<CURRENT-LIABILITIES> 145,127
<BONDS> 90,103
0
0
<COMMON> 155
<OTHER-SE> 47,736
<TOTAL-LIABILITY-AND-EQUITY> 269,993
<SALES> 0
<TOTAL-REVENUES> 78,010
<CGS> 0
<TOTAL-COSTS> 85,084
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,787
<INCOME-PRETAX> (9,866)
<INCOME-TAX> (4,441)
<INCOME-CONTINUING> (5,425)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,425)
<EPS-PRIMARY> (0.35)
<EPS-DILUTED> (0.35)
</TABLE>
