<PAGE> 1
FORM 10-Q/A - QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE UNITED STATES
SECURITIES EXCHANGE ACT OF 1934
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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: 0-19673
AMERICA SERVICE GROUP INC.
(Exact name of registrant as specified in its character)
Delaware 51-0332317
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.
105 Westpark Drive, Suite 300, Brentwood, Tennessee 37027
- ---------------------------------------------------------
(Address and zip code of principal executive office)
(615) 373-3100
- --------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed under 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
--- ---
There were 3,283,462 shares of Common Stock outstanding as of August 9, 1996
<PAGE> 2
AMERICA SERVICE GROUP INC.
QUARTERLY REPORT ON FORM 10-Q/A
INDEX
<TABLE>
<CAPTION>
Page Number
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at June 30, 1996 and 3
December 31, 1995
Condensed Consolidated Statements of Operations for the six months and quarters ended 4
June 30, 1996 and 1995
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1996 5
and 1995
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 7-10
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
Signature Page
</TABLE>
2
<PAGE> 3
AMERICA SERVICE GROUP INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,016,487 $ 12,049,855
Investments, at cost, less allowance for doubtful accounts 700,000 700,000
Accounts receivable:
Healthcare sites (net of allowance) 13,006,983 11,669,007
Advance billings and other 9,945,422 4,919,797
Inventory 350,637 454,434
Prepaid expenses and income taxes 3,348,913 1,098,211
Current deferred taxes 1,008,000 2,054,200
------------ ------------
Total currents assets 32,376,442 32,945,504
Restricted investments 4,792,032 4,574,624
Property and equipment, net 5,936,449 3,239,004
Deferred taxes 3,403,000 1,153,800
Cost in excess of net assets acquired, net 474,642 495,771
Other assets 89,415 92,635
============ ============
$ 47,071,980 $ 42,501,338
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,243,118 $ 7,015,264
Accrued expenses 19,210,099 14,129,132
Deferred revenue 8,878,381 9,109,469
Notes payable 206,939 --
------------ ------------
Total current liabilities 32,538,537 30,253,865
------------ ------------
Noncurrent portion of accrued expenses and deferred revenue 4,106,000 3,581,000
Noncurrent portion of notes payable 504,323 --
Commitments and contingent liabilities
Redeemable Common Stock 3,574,548 --
Common stock 34,040 34,040
Additional paid-in-capital 7,164,065 6,886,721
Retained earnings -- 4,007,501
Treasury stock (849,533) (2,261,789)
------------ ------------
$ 47,071,980 $ 42,501,338
============ ============
</TABLE>
3
<PAGE> 4
AMERICA SERVICE GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 38,964,977 $ 24,943,347 $ 77,934,546 $ 50,175,533
Health-care expenses 39,577,475 22,025,182 75,404,037 44,394,498
------------ ------------ ------------ ------------
Gross Margin (612,498) 2,918,165 2,530,509 5,781,035
Selling, general and administrative expenses 3,277,977 2,345,654 5,899,104 4,728,159
Non-cash, non-recurring compensation charge 2,384,375 -- 2,384,375 --
------------ ------------ ------------ ------------
Total selling, general and administrative
expenses 5,662,352 2,345,654 8,283,479 4,728,159
Income (loss) from operations (6,274,850) 572,511 (5,752,970) 1,052,876
Other income (expense):
Interest income 85,932 52,203 198,753 83,325
Interest expense (26,786) (7,247) (35,455) (9,583)
------------ ------------ ------------ ------------
Total other income 59,146 44,956 163,298 73,742
Income (loss) before income taxes (benefits) (6,215,704) 617,467 (5,589,672) 1,126,618
Provision for income taxes (benefits) (2,490,000) 249,000 (2,239,000) 450,000
------------ ------------ ------------ ------------
Net income (loss) (3,725,704) 368,467 (3,350,672) 676,618
Change in redeemable common stock (1,528,328) -- (1,528,328) --
------------ ------------ ------------ ------------
Net Income (Loss) attributable to common
shares $ (5,254,032) $ 368,467 $ (4,879,000) $ 676,618
============ ============ ============ ============
Net income (loss) per common and common equivalent
shares $ (1.63) $ 0.11 $ (1.60) $ 0.20
============ ============ ============ ============
Common and common equivalent shares outstanding 3,219,572 3,337,808 3,050,981 3,309,056
============ ============ ============ ============
</TABLE>
4
<PAGE> 5
AMERICA SERVICE GROUP INC
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Six Months Ended June 30,
------------------------------
1996 1995
------------- -------------
<S> <C> <C>
Operating Activities:
Net income (loss) $ (3,350,672) $ 676,618
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 661,369 329,082
Non-cash and non-recurring compensation charges 2,803,095
Deferred income tax provision (1,203,000) (207,988)
(Increase) decrease in:
Accounts receivable (6,363,601) (233,134)
Inventory 103,797 (6,946)
Prepaid expenses and income taxes (2,250,702) (246,091)
Other assets 3,220 29,789
Increase (decrease) in:
Accounts payable (2,772,146) (69,696)
Accrued expenses 5,877,754 (1,954,540)
Deferred revenue (231,088) --
Income taxes payable (271,787) --
------------ ------------
Net cash used in operating activities (6,993,761) (1,682,906)
------------ ------------
Investing Activities:
Change in restricted investments, net (217,408) 206,497
Sales and maturities of investments -- 58,083
Capital expenditures (3,337,685) (264,895)
------------ ------------
Net cash used in investing activities (3,555,093) (315)
------------ ------------
Financing Activities:
Proceeds from notes payable borrowings 711,262 --
Exercise of stock options 1,401,626 302,163
Issuance of redeemable common stock 1,277,500 --
Purchase of treasury stock (874,902) --
------------ ------------
Net cash provided by financing activities 2,515,486 302,163
------------ ------------
Net decrease in cash and cash equivalents (8,033,368) (1,381,058)
Cash and cash equivalents beginning of period 12,049,855 3,829,888
============ ============
Cash and cash equivalents end of period $ 4,016,487 $ 2,448,830
============ ============
</TABLE>
5
<PAGE> 6
AMERICA SERVICE GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
1. BASIS OF PRESENTATION
The interim consolidated financial statements as of June 30, 1996 and for the
six months and quarter then ended, are unaudited, but in the opinion of
management, have been prepared in conformity with generally accepted accounting
principles applied on a basis consistent with those of the annual financial
statements. Such interim consolidated financial statements reflect all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the financial position and the results of operations for the
quarter presented. The results of operations for the six months presented are
not necessarily indicative of the results to be expected for the year ending
December 31, 1996. The interim consolidated financial statements should be read
in connection with the audited consolidated financial statements for the year
ended December 31, 1995.
2. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Earnings per common and common equivalent share is based on the average number
of common shares and dilutive common share equivalents outstanding for the six
months and the quarters ended June 30, 1996 and 1995. The amount of dilution is
computed using the treasury stock method. For the quarter and six months ended
June 30, 1996, common share equivalents were not included in the calculation as
they were anti-dilutive. Earnings per common and common equivalent share, when
calculated on a stand-alone basis, will not necessarily be equal to the
year-to-date calculations as a result of significant changes in the weighted
number of shares outstanding.
3. NON-CASH, NON-RECURRING COMPENSATION CHARGE
On April 1, 1996 the Company signed an employment and other agreements with its
new President and Chief Executive Officer. Under the terms of the agreements,
the Company sold 146,000 shares of stock from treasury at a price of $8.75
per share (the fair market value of the Company's common stock on April 1,
1996), issued 40,000 shares and granted options to purchase 175,000 shares of
stock at $8.75 per share, with this option grant being subject to shareholder
approval of an amended stock option plan. The amended stock option plan was
approved by the stockholders at the May 23, 1996 Annual Meeting. Both the
restricted stock award and the options contained accelerated vesting provisions
should the price of the Company's stock achieve certain targeted price levels.
The maximum targeted market price was reached on April 30, 1996, and therefore
all options and the restricted stock became fully vested at that date. The
Company recorded a non-cash, non-recurring charge to earnings in the second
quarter equal to the fair market value of the restricted stock on the date of
the award
6
<PAGE> 7
($350,000) and, with respect to the stock options, the excess of the fair
market value of the Common Stock at the date of shareholder approval of the
amended stock option plan over the option price ($2,034,375).
The agreement contains a redemption clause, whereby, upon termination of
employment, the employee can require the Company to purchase and the Company
can require the employee to sell to the Company, the 186,000 shares. The
purchase price of the shares will be equal to the average closing price of the
shares for the thirty day period prior to the date of notification by either
party of their intention to exercise this right. Changes in the redemption
value of the purchased and awarded shares are recorded as adjustments to
retained earnings and compensation expense.
4. AMENDED QUARTERLY FILING
The Company has amended its second and third quarter 10-Q filings for 1996 in
order to properly reflect the financial impact of adjusting the 146,000
redeemable common shares purchased and the 40,000 redeemable common shares
awarded to the President and Chief Executive Officer of the Company to market,
as defined as the average closing price of the shares for the 30 day period
prior to the date of notification by either party of their intention to
exercise this right.
ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
SECOND QUARTER 1996 VERSUS SECOND QUARTER 1995
Revenues for the second quarter 1996 increased 56% to $38,965,000 from
$24,943,000 in the second quarter 1995. The contract with the State of Georgia
which commenced on October 1, 1995 accounted for $13,943,000 of the increase.
Three of the Company's contracts, which commenced subsequent to the second
quarter 1995, contributed revenues of $1,176,000 in the second quarter while
six contracts which produced $3,100,000 in revenue in the second quarter 1995
were terminated prior to 1996 and therefore produced no revenue in the current
quarter. Repricing and renewals of continuing contracts contributed an
additional $1,928,000 in revenue during the current quarter.
Healthcare expenses during the second quarter 1996 were $39,577,000 or 101.6%
of revenue. Healthcare expenses include a $2,100,000 provision for contract
losses. Excluding the $2,100,000 charge during the second quarter, healthcare
expenses were 96.2% of revenue in the second quarter 1996 compared with 88.3%
in the second quarter 1995. The increase in health care expenses and the
increase in healthcare expenses as a percentage of revenue can be attributed to
specific cost issues relating to the contract with the State of Georgia. The
Company has experienced higher than expected utilization of outside services,
and higher than expected pharmacy and laboratory costs as it endeavors to
implement its "managed care" philosophy
7
<PAGE> 8
throughout the State of Georgia. Rates for clinical and outpatient services
have also been higher than anticipated. The 35,000 inmate system had previously
been privatized as a "staffing only" contract and implementation of the managed
care concept has taken longer than anticipated.
Selling, general and administrative expenses for the second quarter 1996 were
$5,662,000, which included a $2,384,000 non-cash, non-recurring compensation
charge related to stock awards and options issued to the President and Chief
Executive Officer of the Company, $419,000 relating to the 40,000 redeemable
common shares being adjusted to market and $225,000 in legal and reserve
adjustments. Excluding these charges, selling, general and administrative
expenses increased $289,000 over the second quarter 1995 and were 6.8% of
revenue in the second quarter 1996 compared with 9.4% in the second quarter
1995. The percentage decrease is due primarily to leveraging of the Company's
administrative cost structure over greater revenues associated with the Georgia
contract.
Other income was $59,000 for the second quarter 1996 compared with $45,000
during the second quarter 1995. Interest income has increased as a result of
higher levels of cash during 1996 due to the prepayment feature of the Georgia
contract. Interest expense was approximately $27,000 during the second quarter
1996 and relates principally to an equipment financing loan that has been
repaid during August 1996.
An income tax benefit of $2,490,000 was recorded during the second quarter 1996
as a result of the losses incurred. The benefit rate is approximately 40%. The
second quarter 1995 tax provision of $249,000 was recorded at an effective tax
rate of approximately 40%.
The Company recognized a charge of $1,528,000 for the quarter June 1996
adjusting the 146,000 redeemable common shares recognized by the President and
Chief Executive Officer to market.
SIX MONTHS ENDED JUNE 30, 1996 VERSUS SIX MONTHS ENDED JUNE 30, 1995
Revenues of $77,935,000 for the six months ended June 30, 1996 increased 55%
over revenue of $50,176,000 for the corresponding 1995 period. The contract
with the State of Georgia accounted for $27,769,000 of the increase. Three
contracts, which commenced subsequent to the second quarter 1995 contributed
revenues of $2,320,000 in the six months ended June 30, 1996 while six
contracts which produced $6,983,000 in revenue for the six months ended June
30, 1995 were terminated prior to 1996 and therefore produced no revenue in the
current period. Repricing and renewals of continuing contracts and revenue
associated with increased inmate populations contributed an additional
$4,641,000 in revenue during the current six months.
Healthcare expenses during the six months ended June 30, 1996 were $75,404,000
or 97.8% of revenue. Healthcare expenses include a $2,100,000 provision for
contract losses recorded in the second quarter. Excluding the $2,100,000
charge, healthcare expenses were 94.1% of revenue compared with 88.5% in the
six month period ended June 30, 1995. The increase in healthcare expenses and
the increase in the healthcare expenses as a percentage of revenue can be
attributed to specific cost issues relating to the contract with the State of
Georgia. Specifically the
8
<PAGE> 9
Company has experienced higher than expected utilization of outside services,
and higher than expected pharmacy and laboratory costs as it endeavors to
implement its "managed care" philosophy throughout the State of Georgia. Rates
for clinical and outpatient services have also been higher than anticipated.
The 35,000 inmate system had previously been privatized as a "staffing only"
contract and implementation of the managed care concept has taken longer than
anticipated.
Selling, general and administrative expenses for the six month period ended
June 30, 1996 were $8,283,000 and includeds a $2,384,000 non-cash,
non-recurring compensation charge related to stock awards and options issued to
the President and Chief Executive Officer of the Company, $419,000 relating to
the 40,000 redeemable common shares adjusted to market and $225,000 in legal
and reserve adjustments. Excluding these charges, selling, general and
administrative expenses during the six months ended June 30, 1996 increased
$527,000 over the comparable 1995 period and were 6.7% of revenue in the six
months ended June 30, 1996 compared with 9.4% of revenue for the comparable
1995 period. The percentage decrease is due primarily to leveraging of the
Company's administrative cost structure over greater revenues associated with
the Georgia contract.
Other income was $163,000 for the six months ended June 30, 1996 compared with
$74,000 during the comparable 1995 period. Interest income has increased as a
result of higher levels of investable cash during 1996 due to the prepayment
feature of the Georgia contract. Interest expense was approximately $35,000
during the 1996 period and relates principally to an equipment financing loan
that has been repaid in August 1996.
An income tax benefit of $2,239,000 has been recorded during the six months
ended June 30, 1996 as a result of the losses incurred. The benefit rate is
approximately 40%. The comparable 1995 tax provision of $450,000 was recorded
at an effective tax rate of approximately 40%.
Liquidity and Capital Resources
The Company's cash, cash equivalents and investments at June 30, 1996 were
$4,716,000 compared with cash, cash equivalents and investments of $12,750,000
at December 31, 1995. Cash used in operating activities during the six months
ended June 30, 1996 was $6,994,000 compared to cash used in operations of
$1,683,000 for the comparable 1995 period. The primary uses of cash during the
period were the increase in accounts receivable of $6,364,000, an increase in
prepaid expenses of $2,251,000 and a decrease in accounts payable of
$2,772,000. The increase in accounts receivable is attributable to the timing
of cash receipts of two large state contracts. These payments approximating,
$5,500,000, were received prior to the end of July. Accounts payable decreases
can be attributed to the Georgia contract payables which began being paid in
volume subsequent to the first of the year. The increase in prepaid expenses
and income taxes is due to estimated taxes being paid during the six month
period ended June 30, 1996 on projected 1996 pretax operating income prior to
the recording of the operating losses late in the second quarter. Additionally
a benefit has been provided on these losses under the assumption that
previously paid income taxes would be recoverable. These uses of cash were
partially offset by an increase in accrued expenses due mainly to the
provisions for contract losses.
9
<PAGE> 10
As previously disclosed, the non-cash, non-recurring compensation charge
relates to the grant and vesting of stock options awarded to the Company's
newly appointed President and Chief Executive Officer. While this charge has
been deducted for financial reporting purposes, the amount of taxable deduction
will not be recognized until the options are actually exercised. Therefore, a
deferred tax asset has been established for this compensation charge. Upon
exercise of the options, the deferred compensation charge will be credited to
additional paid-in-capital along with the associated income tax benefit
realized.
In February 1996, the Company announced a series of agreements with a new
primary lending bank. During the second quarter 1996 the Company and the bank
mutually restructured the components of the lines of credit which now consist
of a $6.5 million working capital line of credit, a $15.0 million line of
credit available for collateral for the Company's performance bonds and a $5
million revolving line of credit for acquisition purposes. As of June 30, 1996
letters of credit totaling $10.3 million had been issued as collateral for
performance bonds. An equipment financing note of $.6 million, issued on March
29, 1996 has been repaid in August 1996.
Management believes that the current levels of cash, when coupled with
internally generated funds and the lines of credit, are sufficient to meet the
Company's immediately foreseeable cash needs.
10
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly authorized this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AMERICA SERVICE GROUP INC.
Dated: May 14, 1997 /s/ MICHAEL CATALANO
--------------------------------------
Michael Catalano
Executive Vice President
& General Counsel
/s/ BRUCE A. TEAL
--------------------------------------
Bruce A. Teal
Vice President, Controller and Treasurer
(Acting Principal Financial Officer and
Principal Accounting Officer)
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 -- Amended and Restated Certificate of Incorporation of
America Service Group Inc. (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement on
form S-1, Registration No. 33-43306, as amended).
3.2 -- Amended and Restated By-Laws of America Service Group Inc.
(incorporated by reference to Exhibit 3.2 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996).
4.1 -- Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-43306).
10.1 Prison Health Services, Inc. 1986 Employees' Stock Option
Plan (incorporated by reference to Exhibit 10.1 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-43306, as amended).*
10.2 America Service Group Inc. Amended Incentive Stock Plan
(as adopted by the Board of Directors on March 19, 1996)
(incorporated by reference to Exhibit 10.1 of the
Registrant's Quarterly Report on Form 10-Q for the three
months period ending June 30, 1996), as subsequently
amended by resolution for issuance thereunder from
1,075,000 to 1,182,500.*
10.3 America Service Group Inc. 401(k) Profit Sharing Plan
(incorporated by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992).*
10.4 Prison Health Services, Inc. Medical Services Agreement
for the Georgia Department of Corrections, dated June 30,
1995 (incorporated by reference to Exhibit 10.5 of the
Registrant's Annual Report on From 10-K the year ended
December 31, 1995).*
11.1 Statement regarding computation of per share earnings.
27.1 Financial Data Schedule
* Previously filed or incorporated by reference on Registrant's
Quarterly Report on form 10-Q for the Period ending June 30, 1996.
(b) REPORTS ON FORM 8-K
(None)
<PAGE> 13
INDEX TO EXHIBITS
EXHIBT
NUMBER DESCRIPTION
- ------ -----------
3.1 Amended and Restated Certificate of Incoporation of
America Service Group Inc.....................................
3.2 Amended and Restated By-Laws of America Service Group Inc.........
4.1 Specimen Common Stock Certificate.................................
10.1 Prison Health Services, Inc. 1986 Employees Stock Option Plan.....
10.2 Amended America Group Inc. Incentive Stock Plan...................
10.3 America Service Group Inc. 401(k) Profit Sharing Plan.............
10.4 Prison Health Services, Inc. Medical Services Agreement...........
11.1 Statement re-computation of per share earnings....................
27.1 Financial Data Schedule...........................................
<PAGE> 1
EXHIBIT 11.1
AMERICA SERVICE GROUP
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30, QUARTER ENDED JUNE 30,
--------------------------- ----------------------------
1996 1995 1996 1995
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Net income (loss) attributable to
common shares $(4,879,000) $ 676,618 $(5,254,032) $ 368,467
=========== ========== =========== ==========
Weighted average shares outstanding 3,050,981 3,053,692 3,219,572 3,024,876
Common stock equivalents -- 255,364 -- 312,932
----------- ---------- ----------- ----------
Total weighted average common and
common equivalent shares 3,050,981 3,309,056 3,219,572 3,337,808
=========== ========== =========== ==========
Net income (loss) per common and
common and equivalent share $ (1.60) $ 0.20 $ (1.63) $ 0.11
=========== ========== =========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,016,487
<SECURITIES> 700,000
<RECEIVABLES> 22,952,405
<ALLOWANCES> 0
<INVENTORY> 350,637
<CURRENT-ASSETS> 32,376,442
<PP&E> 9,738,951
<DEPRECIATION> (3,802,502)
<TOTAL-ASSETS> 47,071,980
<CURRENT-LIABILITIES> 32,538,537
<BONDS> 0
0
0
<COMMON> 34,040
<OTHER-SE> 9,892,800
<TOTAL-LIABILITY-AND-EQUITY> 47,071,980
<SALES> 77,934,546
<TOTAL-REVENUES> 77,934,546
<CGS> 75,404,037
<TOTAL-COSTS> 83,687,516
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,455
<INCOME-PRETAX> (5,589,672)
<INCOME-TAX> (2,239,000)
<INCOME-CONTINUING> (3,350,672)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,879,000<F1>
<EPS-PRIMARY> (1.60)
<EPS-DILUTED> (1.60)
<FN>
<F1>NET INCOME (LOSS) INCLUDES THE FINANCIAL IMPACT OF REDEEMABLE COMMON STOCK
BEING ADJUSTED TO MARKET AS DEFINED WITHIN THE 10-Q'S. THE LOSS INCLUDES
$1,528,328 RELATING TO CERTAIN REDEEMABLE COMMON SHARES BEING ADJUSTED TO
MARKET AS DEFINED WITHIN THE AGREEMENT.
</FN>
</TABLE>
