UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(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
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 333-31009
COMCAST CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 23-2687447
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1105 North Market Street, Wilmington, Delaware 19801
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (302) 427-8991
---------------
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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
Yes __X__ No ____
--------------------------
As of March 31, 1998, there were 100 shares of Common Stock outstanding.
The Registrant meets the conditions set forth in General Instructions H (1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance
Sheet as of March 31, 1998 and December 31,
1997 (Unaudited)..........................................2
Condensed Consolidated Statement of
Operations and Accumulated Deficit for
the Three Months Ended March 31,
1998 and 1997 (Unaudited).................................3
Condensed Consolidated Statement of Cash
Flows for the Three Months Ended March 31,
1998 and 1997 (Unaudited).................................4
Notes to Condensed Consolidated
Financial Statements (Unaudited)......................5 - 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations............................................7 - 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.........................................9
Item 6. Exhibits and Reports on Form 8-K..........................9
SIGNATURE.........................................................10
-----------------------------------
This Quarterly Report on Form 10-Q contains forward looking statements made
pursuant to the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Readers are cautioned that such forward looking statements
involve risks and uncertainties which could significantly affect expected
results in the future from those expressed in any such forward looking
statements made by, or on behalf, of the Company. Certain factors that could
cause actual results to differ materially include, without limitation, the
effects of legislative and regulatory changes; the potential for increased
competition; technological changes; the need to generate substantial growth in
the subscriber base by successfully launching, marketing and providing services
in identified markets; pricing pressures which could affect demand for the
Company's services; the Company's ability to expand its distribution; changes in
labor, equipment and capital costs; future acquisitions, strategic partnerships
and divestitures; general business and economic conditions; and other risks
detailed from time to time in the Company's periodic reports filed with the
Securities and Exchange Commission.
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands, except share data)
March 31, December 31,
1998 1997
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................................... $10,766 $4,692
Accounts receivable, less allowance for doubtful accounts
of $6,469 and $6,356....................................................... 57,118 59,252
Inventories.................................................................. 11,643 14,154
Other current assets......................................................... 2,972 3,147
---------- ----------
Total current assets....................................................... 82,499 81,245
---------- ----------
INVESTMENT IN AFFILIATE......................................................... 28,379 28,570
---------- ----------
PROPERTY AND EQUIPMENT.......................................................... 600,326 595,861
Accumulated depreciation..................................................... (202,777) (182,632)
---------- ----------
Property and equipment, net.................................................. 397,549 413,229
---------- ----------
DEFERRED CHARGES AND OTHER...................................................... 1,275,769 1,275,861
Accumulated amortization..................................................... (329,192) (321,450)
---------- ----------
Deferred charges and other, net.............................................. 946,577 954,411
---------- ----------
$1,455,004 $1,477,455
========== ==========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses........................................ $75,886 $100,159
Accrued interest............................................................. 40,884 17,388
Current portion of long-term debt............................................ 542 430
Due to affiliates............................................................ 53,238 47,116
---------- ----------
Total current liabilities.................................................. 170,550 165,093
---------- ----------
LONG-TERM DEBT, less current portion............................................ 1,214,425 1,224,511
---------- ----------
INVESTMENT IN AND DUE TO AFFILIATE.............................................. 98,843 99,014
---------- ----------
DEFERRED INCOME TAXES........................................................... 221,126 227,944
---------- ----------
MINORITY INTEREST AND OTHER..................................................... 6,854 5,878
---------- ----------
COMMITMENTS AND CONTINGENCIES
MANDATORILY REDEEMABLE PREFERRED STOCK HELD BY AFFILIATE........................ 178,708 173,602
---------- ----------
STOCKHOLDER'S DEFICIENCY
Common stock, $.01 par value - authorized, 1,000 shares;
issued, 100 shares ........................................................
Additional capital........................................................... 483,195 488,301
Accumulated deficit.......................................................... (918,697) (906,888)
---------- ----------
Total stockholder's deficiency............................................. (435,502) (418,587)
---------- ----------
$1,455,004 $1,477,455
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
Three Months Ended March 31,
1998 1997
<S> <C> <C>
SERVICE INCOME, net............................................................. $105,386 $104,079
--------- ---------
COSTS AND EXPENSES
Operating.................................................................... 9,356 9,884
Selling, general and administrative.......................................... 58,117 57,119
Depreciation and amortization................................................ 27,994 28,005
--------- ---------
95,467 95,008
--------- ---------
OPERATING INCOME................................................................ 9,919 9,071
OTHER (INCOME) EXPENSE
Interest expense............................................................. 28,578 29,448
Investment income............................................................ (330) (451)
Equity in net losses of affiliates........................................... 20 2,121
Other........................................................................ 228 169
--------- ---------
28,496 31,287
--------- ---------
LOSS BEFORE INCOME TAX BENEFIT.................................................. (18,577) (22,216)
INCOME TAX BENEFIT.............................................................. (6,768) (7,924)
--------- ---------
NET LOSS........................................................................ (11,809) (14,292)
PREFERRED DIVIDENDS............................................................. (5,106)
--------- ---------
NET LOSS FOR COMMON STOCKHOLDER................................................. ($16,915) ($14,292)
========= =========
ACCUMULATED DEFICIT
Beginning of period.......................................................... ($906,888) ($856,280)
Net loss..................................................................... (11,809) (14,292)
--------- ---------
End of period................................................................ ($918,697) ($870,572)
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands)
Three Months Ended March 31,
1998 1997
<S> <C> <C>
OPERATING ACTIVITIES
Net loss..................................................................... ($11,809) ($14,292)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization.............................................. 27,994 28,005
Non-cash interest expense.................................................. 1,414 17,504
Equity in net losses of affiliates......................................... 20 2,121
Minority interest.......................................................... 265 227
Deferred management fees................................................... 1,428
Deferred income taxes and other............................................ (6,107) (8,569)
-------- --------
11,777 26,424
Decrease in net accounts receivable, inventories and other current assets.. 4,820 6,905
Decrease in accounts payable and accrued expenses.......................... (24,273) (10,092)
Increase in accrued interest............................................... 23,496 720
-------- --------
Net cash provided by operating activities............................ 15,820 23,957
-------- --------
FINANCING ACTIVITIES
Proceeds from borrowings of long-term debt................................... 20,000
Repayments of long-term debt................................................. (10,000) (98)
Deferred financing costs..................................................... (79)
Net transactions with affiliates............................................. 4,734 (689)
-------- --------
Net cash (used in) provided by financing activities.................. (5,345) 19,213
-------- --------
INVESTING ACTIVITIES
Capital expenditures......................................................... (4,389) (17,906)
Other........................................................................ (12) 195
-------- --------
Net cash used in investing activities................................ (4,401) (17,711)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS........................................... 6,074 25,459
CASH AND CASH EQUIVALENTS, beginning of period.................................. 4,692 4,980
-------- --------
CASH AND CASH EQUIVALENTS, end of period........................................ $10,766 $30,439
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
The condensed consolidated balance sheet as of December 31, 1997 has been
condensed from the audited consolidated balance sheet as of that date. The
condensed consolidated balance sheet as of March 31, 1998 and the condensed
consolidated statements of operations and accumulated deficit and of cash
flows for the three months ended March 31, 1998 and 1997 have been prepared
by Comcast Cellular Corporation (the "Company") and have not been audited
by the Company's independent auditors. In the opinion of management, all
adjustments necessary to present fairly the financial position, results of
operations and cash flows as of March 31, 1998 and for all periods
presented have been made.
Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's December
31, 1997 Annual Report on Form 10-K filed with the Securities and Exchange
Commission. The results of operations for the period ended March 31, 1998
are not necessarily indicative of operating results for the full year.
Reclassifications
Certain reclassifications have been made to the prior year condensed
consolidated financial statements to conform to those classifications used
in 1998.
2. LONG-TERM DEBT
As of March 31, 1998, Comcast Cellular Communications, Inc. ("CCCI"), a
wholly-owned subsidiary of the Company, had outstanding $215.0 million
under its revolving credit facility. In May 1998, CCCI borrowed an
additional $35.0 million under its revolving credit facility, the proceeds
of which were used, together with available cash, to pay semi-annual
interest related to the Company's 9 1/2% Senior Notes due 2007 (the "Senior
Notes").
As of March 31, 1998 and December 31, 1997, the Company's effective
weighted average interest rate on its long-term debt outstanding was 8.87%
and 8.88%, respectively.
3. INVESTMENT IN AND DUE TO AFFILIATE
In 1992, AWACS Garden State, Inc. ("AWACS Garden State"), an indirect
subsidiary of the Company, issued a note (the "AWACS Note") with an initial
principal amount of $51.0 million to purchase, from a subsidiary of Comcast
Corporation ("Comcast"), the Company's parent, a 40% limited partnership
interest in Garden State Cablevision L.P. ("Garden State Cablevision"). The
AWACS Note bears interest at a rate of 11% per annum. Interest is payable
on a quarterly basis to the extent of available cash, with any unpaid
interest added to principal. Interest expense on the AWACS Note was $1.4
million and $1.2 million during the three months ended March 31, 1998 and
1997, respectively. From the date of issuance through March 31, 1998, $35.5
million of principal and interest has been paid on the AWACS Note with the
proceeds from distributions from Garden State Cablevision. The balance of
the AWACS Note of $51.8 million and $50.4 million, as of March 31, 1998 and
December 31, 1997, respectively, is due on demand. Accordingly, such
balance has been classified as current in the Company's condensed
consolidated balance sheet.
Effective April 1, 1998, the Company transferred AWACS Garden State to a
wholly owned subsidiary of Comcast at net book value. As of March 31, 1998
and for the three months then ended, the Company's investment in Garden
State Cablevision, classified as investment in and due to affiliate, and
its equity in net income of Garden State Cablevision was $98.8 million and
$0.2 million, respectively.
5
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(Unaudited)
4. RELATED PARTY TRANSACTIONS
Comcast and CCCI were parties to a management agreement (the "Old
Management Agreement") pursuant to which Comcast managed the business and
operations of CCCI. In May 1997, the Old Management Agreement was
terminated and replaced with a new management agreement (the "New
Management Agreement") which provides for an annual management fee of 1.5%
of revenues. The New Management Agreement eliminated the prior management
fee which was limited to $5.0 million, subject to annual increases based on
the consumer price index. The New Management Agreement has a ten year term.
Management fees of $1.6 million and $1.4 million were charged to selling,
general and administrative expenses during the three months ended March 31,
1998 and 1997, respectively (on a pro forma basis, giving effect to the New
Management Agreement, management fees for the three months ended March 31,
1997 would have been $1.6 million).
During 1997, the Company authorized 10,000 shares of $.01 par value
preferred stock and designated 5,200 of such shares as Series A Preferred
Stock. In May 1997, the Company issued 1,614.775 shares of its mandatorily
redeemable Series A Preferred Stock to Comcast Financial Corporation, a
wholly owned subsidiary of Comcast. Each holder of the Series A Preferred
Stock is entitled to receive cumulative cash dividends at the annual rate
of $12,000 per share, payable semi-annually on May 1 and November 1 each
year, in arrears. At the option of the Company, by declaration of the
Company's Board of Directors, dividends may be paid in additional shares of
Series A Preferred Stock (the "Additional Shares") instead of cash through
May 1, 2007. To the extent dividends are paid in Additional Shares, such
Additional Shares shall be valued at $100,000 per share with a liquidation
value of $100,000 per share. The Series A Preferred Stock is redeemable, at
the option of the Company, at any time prior to May 2, 2007, at a
redemption price of $100,000 per share, plus accrued and unpaid dividends,
and is mandatorily redeemable on May 2, 2007 after final maturity of the
Senior Notes, subject to certain conditions. The Series A Preferred Stock
is generally non-voting. During the three months ended March 31, 1998, the
Company accrued $5.1 million of dividends on the Series A Preferred Stock,
with a corresponding reduction in additional capital. Such amount has been
excluded from the Company's condensed consolidated statement of cash flows
due to its noncash nature.
5. STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
The Company made cash payments for interest of $3.7 million and $11.2
million during the three months ended March 31, 1998 and 1997,
respectively.
6. CONTINGENCIES
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amount
of ultimate liability with respect to these actions will not materially
affect the financial position, results of operations or liquidity of the
Company.
6
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information for this item is omitted pursuant to Securities and Exchange
Commission General Instruction to Form 10-Q, except as noted below.
Results of Operations
Summarized consolidated financial information for Comcast Cellular Corporation
(the "Company") for the three months ended March 31, 1998 and 1997 is as follows
(dollars in millions, "NM" denotes percentage is not meaningful):
<TABLE>
<CAPTION>
Three Months Ended
March 31, Increase / (Decrease)
1998 1997 $ %
<S> <C> <C> <C> <C>
Service income, net.............................. $105.4 $104.1 $1.3 1.2%
Operating, selling, general and administrative
expenses.................................... 67.5 67.0 0.5 0.7
------ ------
Operating income before depreciation and
amortization (1)............................ 37.9 37.1 0.8 2.2
Depreciation and amortization.................... 28.0 28.0
------ ------
Operating income................................. 9.9 9.1 0.8 8.8
------ ------
Interest expense................................. 28.6 29.4 (0.8) (2.7)
Investment income................................ (0.3) (0.4) (0.1) (25.0)
Equity in net losses of affiliates............... 2.1 (2.1) NM
Other............................................ 0.2 0.2
Income tax benefit............................... (6.8) (7.9) (1.1) (13.9)
------ ------
Net loss.................................... ($11.8) ($14.3) ($2.5) (17.5%)
====== ======
<FN>
- ----------
(1) Operating income before depreciation and amortization is commonly referred
to in the cellular industry as "operating cash flow." Operating cash flow
is a measure of a company's ability to generate cash to service its
obligations, including debt service obligations, and to finance capital and
other expenditures. In part due to the capital intensive nature of the
cellular industry and the resulting significant level of non-cash
depreciation and amortization expense, operating cash flow is frequently
used as one of the bases for evaluating cellular businesses, although the
Company's measure of operating cash flow may not be comparable to similarly
titled measures of other companies. Operating cash flow does not purport to
represent net income or net cash provided by operating activities, as those
terms are defined under generally accepted accounting principles, and
should not be considered as an alternative to such measurements as an
indicator of the Company's performance.
</FN>
</TABLE>
Of the $1.3 million increase in service income for the three month period from
1997 to 1998, $2.2 million is attributable to subscriber growth, offset, in
part, by a decrease of $0.9 million primarily attributable to the increased use
of promotional and free minute plans offered to subscribers. These plans
generally have higher access fees and increase the minutes of use per subscriber
while lowering the average rate per minute of use.
The $0.5 million increase in operating, selling, general and administrative
expenses for the three month period from 1997 to 1998 is primarily attributable
to an increase in commission costs associated with more gross sales in 1998 and
increased labor costs, offset, in part, by improved bad debt experience as a
result of stronger credit procedures.
Comcast Corporation ("Comcast"), the Company's parent, and Comcast Cellular
Communications, Inc. ("CCCI"), a wholly owned subsidiary of the Company, were
parties to a management agreement (the "Old Management Agreement") pursuant to
which Comcast managed the business and operations of CCCI. In May 1997, the Old
Management Agreement was terminated and replaced with a new management agreement
(the "New Management Agreement") which provides for an annual management fee of
1.5% of revenues. The New Management Agreement eliminated the prior
7
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
management fee which was limited to $5.0 million, subject to annual increases
based on the consumer price index. The New Management Agreement has a ten year
term. Management fees of $1.6 million and $1.4 million were charged to selling,
general and administrative expenses during the three months ended March 31, 1998
and 1997, respectively (on a pro forma basis, giving effect to the New
Management Agreement, management fees for the three months ended March 31, 1997
would have been $1.6 million).
The $0.8 million decrease in interest expense for the three month period from
1997 to 1998 is primarily due to the effects of lower levels of debt
outstanding, offset, in part, by the effects of an increase in the Company's
effective weighted average interest rate.
In 1992, AWACS Garden State, Inc. ("AWACS Garden State"), an indirect subsidiary
of the Company, issued a note (the "AWACS Note") with an initial principal
amount of $51.0 million to purchase, from a subsidiary of Comcast, a 40% limited
partnership interest in Garden State Cablevision L.P. ("Garden State
Cablevision"). The AWACS Note bears interest at a rate of 11% per annum.
Interest is payable on a quarterly basis to the extent of available cash, with
any unpaid interest added to principal. Interest expense on the AWACS Note was
$1.4 million and $1.2 million during the three months ended March 31, 1998 and
1997, respectively.
Under the terms of the partnership agreement, 49.5% of Garden State
Cablevision's net (income) losses are allocated to the Company. During the three
months ended March 31, 1998 and 1997, the Company recognized equity in net
(income) losses of Garden State Cablevision of ($0.2) million and $1.8 million,
respectively.
Effective April 1, 1998, the Company transferred AWACS Garden State to a wholly
owned subsidiary of Comcast at net book value. As of March 31, 1998, the
Company's investment in Garden State Cablevision, classified as investment in
and due to affiliate in the Company's condensed consolidated balance sheet, was
$98.8 million.
The $1.1 million decrease in income tax benefit for the three month period from
1997 to 1998 is primarily attributable to the decrease in the Company's loss
before income tax benefit.
For the three months ended March 31, 1998 and 1997, the Company's earnings
before income tax benefit, equity in net losses of affiliates and fixed charges
(interest expense) was $10.0 million and $9.4 million, respectively. Such
earnings were not adequate to cover the Company's fixed charges of $28.6 million
and $29.4 million for these periods, respectively. Fixed charges include
non-cash interest expense of $1.4 million and $17.5 million for the three months
ended March 31, 1998 and 1997, respectively. The inadequacy of the Company's
earnings to cover fixed charges is primarily due to substantial non-cash charges
for depreciation and amortization expense of $28.0 million during each of the
three months ended March 31, 1998 and 1997.
The Company anticipates that, for the foreseeable future, depreciation,
amortization and interest expense will continue to be significant and will have
a significant adverse effect on the Company's ability to realize net earnings.
The Company believes that its losses will not significantly affect the
performance of its normal business activities because of its existing cash and
cash equivalents, its ability to generate operating income before depreciation
and amortization and its ability to obtain external financing.
The Company believes that its operations are not materially affected by
inflation.
8
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not party to litigation which, in the opinion of the
Company's management, will have a material adverse effect on the Company's
financial position, results of operations or liquidity.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required to be filed by Item 601 of Regulation S-K:
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
(i) The Registrant filed a Current Report on Form 8-K under Item 5 on
February 9, 1998 relating to the merger of Comcast Cellular
Holdings, Inc. into Comcast Cellular Corporation, effective
December 23, 1997.
9
<PAGE>
COMCAST CELLULAR CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 1998
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COMCAST CELLULAR CORPORATION
-------------------------------
/S/ LAWRENCE S. SMITH
------------------------------
Lawrence S. Smith
Executive Vice President
(Principal Accounting Officer)
Date: May 14, 1998
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statement of operations and consolidated balance sheet and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001041854
<NAME> COMCAST CELLULAR CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 10,766
<SECURITIES> 0
<RECEIVABLES> 63,587
<ALLOWANCES> (6,469)
<INVENTORY> 11,643
<CURRENT-ASSETS> 82,499
<PP&E> 600,326
<DEPRECIATION> (202,777)
<TOTAL-ASSETS> 1,455,004
<CURRENT-LIABILITIES> 170,550
<BONDS> 1,214,425
178,708
0
<COMMON> 0
<OTHER-SE> (435,502)
<TOTAL-LIABILITY-AND-EQUITY> 1,455,004
<SALES> 105,386
<TOTAL-REVENUES> 105,386
<CGS> 0
<TOTAL-COSTS> (95,467)
<OTHER-EXPENSES> (228)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (28,578)
<INCOME-PRETAX> (18,577)
<INCOME-TAX> 6,768
<INCOME-CONTINUING> (11,809)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,809)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
