<PAGE> 1
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 September 30, 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 33-51672
CALIFORNIA HOTEL AND CASINO
(Exact name of registrant as specified in its charter)
NEVADA 88-0121743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 SOUTH INDUSTRIAL ROAD
LAS VEGAS, NEVADA
89109
(Address of principal executive offices)
(Zip Code)
(702) 792-7200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.
Yes [X] No [ ]
Shares outstanding of each of the Registrant's classes of common stock as of
October 31, 1997
<TABLE>
<CAPTION>
Class Outstanding
----- -----------
<S> <C>
Common stock, no par value 1,000
</TABLE>
<PAGE> 2
CALIFORNIA HOTEL AND CASINO
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1997
INDEX
<TABLE>
<CAPTION>
Page No.
-------
<S> <C> <C>
Part I. Financial Information
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets at September 30, 1997
and June 30, 1997 3
Condensed Consolidated Statements of Operations for the three
months ended September 30, 1997 and 1996 4
Condensed Consolidated Statements of Changes in Stockholder's
Equity for the three months ended September 30, 1997 5
Condensed Consolidated Statements of Cash Flows for the three
months ended September 30, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14
Signature Page 15
</TABLE>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CALIFORNIA HOTEL AND CASINO AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED) SEPTEMBER 30, JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA) 1997 1997
- -------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 31,882 $ 30,050
Accounts receivable, net 7,628 7,290
Inventories 7,345 7,395
Prepaid expenses and other 12,443 11,767
Income taxes receivable 1,304 ---
-------- --------
Total current assets 60,602 56,502
Property and equipment, net 493,525 498,265
Other assets and deferred charges 22,004 25,471
Goodwill, net 9,810 9,898
-------- --------
Total assets $585,941 $590,136
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Current maturities of long-term debt $ 1,549 $ 1,554
Accounts payable 17,664 19,419
Accrued liabilities
Payroll and related 18,169 17,384
Interest and other 27,450 20,565
Income taxes payable --- 3,392
-------- --------
Total current liabilities 64,832 62,314
Long-term debt, net of current maturities 374,093 378,456
Deferred income taxes 18,819 18,940
Commitments and contingencies
Stockholder's equity
Preferred stock, $100 par value; 200,000 shares authorized --- ---
Common stock, no par value; 2,500 shares authorized;
1,000 shares outstanding 22,328 22,328
Additional paid-in capital 32,856 32,856
Retained earnings 73,013 75,242
-------- --------
Total stockholder's equity 128,197 130,426
-------- --------
Total liabilities and stockholder's equity $585,941 $590,136
======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
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<PAGE> 4
CALIFORNIA HOTEL AND CASINO AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
(UNAUDITED) --------------------------
(IN THOUSANDS) 1997 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revenues
Casino $ 88,655 $ 87,761
Food and beverage 30,128 29,158
Room 14,581 15,045
Other 7,524 7,576
--------- ---------
Gross revenues 140,888 139,540
Less promotional allowances 15,880 15,852
--------- ---------
Net revenues 125,008 123,688
--------- ---------
Costs and expenses
Casino 48,646 48,528
Food and beverage 22,222 20,600
Room 5,074 5,462
Other 4,867 5,597
Selling, general and administrative 18,312 16,876
Maintenance and utilities 6,786 6,890
Depreciation and amortization 11,194 10,412
Corporate expense 2,427 3,000
--------- ---------
Total 119,528 117,365
--------- ---------
Operating income 5,480 6,323
--------- ---------
Other income (expense)
Interest income 2 ---
Interest expense, net of amounts capitalized (9,136) (7,767)
--------- ---------
Total (9,134) (7,767)
--------- ---------
Loss before benefit for income taxes (3,654) (1,444)
Benefit for income taxes (1,425) (549)
--------- ---------
Net loss ($ 2,229) ($ 895)
========= =========
The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
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<PAGE> 5
CALIFORNIA HOTEL AND CASINO AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE DATA)
- --------------------------------------------------------------------------------------------------------
COMMON STOCK ADDITIONAL TOTAL
-------------------------- PAID-IN RETAINED STOCKHOLDER'S
SHARES AMOUNT CAPITAL EARNINGS EQUITY
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances, July 1, 1997 1,000 $ 22,328 $ 32,856 $ 75,242 $130,426
Net loss (2,229) (2,229)
-------- -------- -------- -------- --------
Balances, September 30, 1997 1,000 $ 22,328 $ 32,856 $ 73,013 $128,197
======== ======== ======== ======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
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<PAGE> 6
CALIFORNIA HOTEL AND CASINO AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(UNAUDITED) SEPTEMBER 30,
------------------------
(IN THOUSANDS) 1997 1996
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,229) $ (895)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 11,194 10,412
Deferred income taxes (121) (375)
Other --- 17
Changes in assets and liabilities:
Increase in accounts receivable, net (338) (44)
(Increase) decrease in inventories 50 (225)
Increase in prepaid expenses and other (676) (1,675)
Decrease in other assets 3,467 10,914
Increase in income taxes receivable (1,304) ---
Increase in other current liabilities 12,248 5,747
Decrease in income taxes payable (3,392) (1,047)
-------- --------
Net cash provided by operating activities 18,899 22,829
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, equipment and other assets (12,699) (12,998)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under credit agreements (3,975) (5,000)
Payments on long-term debt (393) (847)
-------- --------
Net cash used in financing activities (4,368) (5,847)
-------- --------
Net increase in cash and cash equivalents 1,832 3,984
Cash and cash equivalents, beginning of period 30,050 28,444
-------- --------
Cash and cash equivalents, end of period $ 31,882 $ 32,428
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest, net of amounts capitalized $ 3,177 $ 4,738
======== ========
Cash paid for income taxes $ --- $ ---
======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property additions acquired on contracts and trade
payables which were accrued, but not yet paid $ 521 $ 10,489
======== ========
The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
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<PAGE> 7
CALIFORNIA HOTEL AND CASINO AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying condensed consolidated financial statements include the
accounts of California Hotel and Casino and its wholly-owned subsidiaries,
collectively referred to herein as the "Company". The Company owns and operates
seven casino entertainment facilities located in Las Vegas, Nevada. All material
intercompany accounts and transactions have been eliminated.
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the results of its operations
and cash flows for the three month periods ended September 30, 1997 and 1996. It
is suggested that this report be read in conjunction with the Company's audited
consolidated financial statements included in the Annual Report on Form 10-K for
the fiscal year ended June 30, 1997. The operating results and cash flows for
the three month period ended September 30, 1997 are not necessarily indicative
of the results that will be achieved for the full fiscal year or for future
periods.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Significant estimates used by the Company included the
estimated useful lives for depreciable and amortizable assets, the estimated
allowance for doubtful accounts receivable, the estimated valuation allowance
for deferred tax assets, and estimated cash flows in assessing the
recoverability of long-lived assets. Actual results could differ from those
estimates.
Change in Fiscal Year
Effective July 1, 1997, the Company changed its fiscal year from a June 30 year
end to a December 31 year end.
2. LONG-TERM DEBT
The Company and its parent, Boyd Gaming Corporation, have a $500 million
five-year reducing, revolving bank credit facility (the "Bank Credit Facility").
In July 1997, in connection with Boyd Gaming's issuance of $250 million
principal amount of Senior Subordinated Notes, availability under the Bank
Credit Facility was reduced by approximately $193 million. Availability will
subsequently be increased when the Company redeems its $185 million principal
amount of 11% Senior Subordinated Notes (the "11% Notes") due December 2002
prior to their scheduled maturity. On October 29, 1997, the Company gave formal
notice of redemption to call the 11% Notes in December 1997.
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<PAGE> 8
The 11% Notes are unconditionally guaranteed on a senior subordinated and
unsecured basis by the Company. The guarantee is subordinated to all existing
and future senior debt (as defined in the Indenture related to the 11% Notes) of
the Company (approximately $190.6 million at September 30, 1997) and is
effectively subordinated to all existing and future indebtedness and other
liabilities (including trade payables) of the subsidiaries of the Company
(approximately $15.9 million at September 30, 1997). The Company is not in
default and there are no payment blockages with respect to the Notes. In
addition, the Company is a guarantor on $200 million principal amount of Senior
Notes issued in October 1996 by the Company's parent, Boyd Gaming Corporation.
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operating
data for the Company's properties. As used herein, "Boulder Strip Properties"
consist of Sam's Town Las Vegas, the Eldorado and the Jokers Wild; "Downtown
Properties" consist of the California, the Fremont, and Main Street Station
(opened November 1996). Net revenues displayed in this table and discussed in
this section are net of promotional allowances; as such, references to food and
beverage revenue and room revenue do not agree to the amounts on the Condensed
Consolidated Statements of Operations. Operating income from properties for the
purposes of this table excludes corporate expense, including related
depreciation and amortization expense.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
1997 1996
-------- ---------
(IN THOUSANDS)
<S> <C> <C>
Net revenues
Stardust $ 41,640 $ 45,266
Boulder Strip Properties 43,951 45,220
Downtown Properties 39,417 33,202
-------- --------
Total Properties $125,008 $123,688
======== ========
Operating income
Stardust $ 3,432 $ 3,472
Boulder Strip Properties 3,980 3,812
Downtown Properties 822 2,367
-------- --------
Total Properties $ 8,234 $ 9,651
======== ========
</TABLE>
REVENUES
Consolidated net revenues increased 1.1% during the quarter ended September 1997
compared to the same quarter in the prior fiscal year. Company-wide casino
revenue increased 1.0%, food and beverage revenue increased 4.6% and room
revenue increased 3.7%. Net revenues were enhanced by the opening of Main Street
Station in November 1996, and partially offset by declines in net revenues
experienced principally at the Stardust (8.0%), the Fremont (14.8%) and Sam's
Town Las Vegas (4.2%). These declines in net revenues are attributable to
increased competition in each respective market. In addition, the Fremont has
been adversely affected by a major hotel refurbishment project which began in
July 1997 and has reduced available rooms by approximately 25% during the
quarter.
OPERATING INCOME
Consolidated operating income and operating income margin were $5.5 million and
4.4%, respectively, during the quarter ended September 1997 compared to $6.3
million and 5.1%, respectively, for the same quarter in the prior fiscal year.
The decline in operating income and operating income margin is primarily
attributable to a $1.7 million operating loss experienced at Main Street Station
during the quarter ended September 1997.
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<PAGE> 10
STARDUST
Net revenues at the Stardust declined by 8.0% during the quarter ended September
1997 versus the comparable quarter from the prior fiscal year. The majority of
the decline is attributable to a 7.4% reduction in casino revenues as a result
of a decline in slot and table game wagering. In addition, room and food and
beverage revenue declined by 5.6% due to a decline in the number of occupied
rooms and food guests. Operating income margin increased from 7.7% during the
September 1996 quarter to 8.2% during the September 1997 quarter. The increase
in margin is primarily attributable to improved operating efficiencies in the
casino department.
BOULDER STRIP PROPERTIES
Net revenues at the Boulder Strip Properties declined by 2.8% during the quarter
ended September 1997 versus the comparable quarter from the prior fiscal year
due to increased competition on the Boulder Strip. Casino revenue declined by
approximately 1% principally due to a decline in slot wagering volume, partially
offset by an increase in slot win percentage. Operating income margin increased
from 8.4% to 9.1% during the comparable quarters ended September 30, 1996 and
1997, respectively, due to the implementation of cost reduction programs at
Sam's Town Las Vegas, as well as an increase in slot revenue at the Eldorado.
DOWNTOWN PROPERTIES
Net revenues at the Downtown Properties increased 18.7% during the quarter ended
September 1997 compared to the same quarter in the prior fiscal year. The
increase is attributable to the November 1996 opening of Main Street Station,
which was partially offset by declines in net revenues at the Fremont and
California of 14.8% and 2.5%, respectively. The decline in net revenues at the
Fremont is primarily attributable to a rooms remodel project which began in July
1997 and is expected to be completed in December 1997. Operating income and
operating income margin for the Downtown properties declined to $.8 million and
2.1%, respectively, for the quarter ended September 1997. These declines are
primarily attributable to a $1.7 million operating loss at Main Street Station
as well as the decline in net revenues and operating income at the Fremont as a
result of the rooms remodel project.
Vacations Hawaii, an affiliate of the Company, was acquired by Boyd Gaming in
October 1995 and operates a travel agency for the benefit of the Downtown
Properties. (Hawaiian customers comprise a majority of the occupied room nights
at the three downtown casino properties).
OTHER OPERATING EXPENSES
Depreciation and amortization expense increased by $.8 million during the
quarter ended September 1997 compared to the same quarter from the prior fiscal
year due to increased levels of property and equipment in service.
OTHER INCOME (EXPENSE)
Other income and expense is primarily comprised of interest expense, net of
amounts capitalized. Interest expense increased by $1.4 million during the
quarter ended September 1997 compared to the same quarter from the prior fiscal
year. The increase is attributable to higher levels of average debt outstanding
due to, among other things, the major renovation and expansion project related
to Main Street Station. In addition, the Company capitalized $.8 million in
interest costs during the quarter ended September 1996 related to the
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<PAGE> 11
renovation and expansion project at Main Street Station. There were no such
costs capitalized during the comparable quarter in the current fiscal year.
BENEFIT FOR INCOME TAXES
The Company's effective tax rate was 39.0% and 38.0%, respectively, for the
fiscal quarters ended September 1997 and 1996. The fluctuation in the rates is
primarily attributable to the level of certain non-deductible company provided
benefits relative to the increase in the pre-tax loss in the quarter ended
September 1997 compared to the quarter ended September 1996.
NET LOSS
As a result of these factors, the Company reported a net loss of $2.2 million
during the quarter ended September 1997 compared to a net loss of $.9 million
during the comparable quarter in the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW AND WORKING CAPITAL
During the quarter ended September 1997, the Company generated operating cash
flows of $18.9 million compared to $22.8 million during the comparable quarter
in the prior fiscal year. Operating cash flows during the September 1997 quarter
were impacted by increased levels of competition as well as construction
disruption at the Fremont. At September 30, 1997, the Company had cash and cash
equivalents of $31.9 million and a working capital deficit of $4.2 million. The
Company has historically operated with negative working capital in order to
minimize borrowings (and related interest cost) under its Bank Credit Facility.
The working capital deficits are funded through cash generated from operations
as well as borrowings under the Bank Credit Facility.
CAPITAL EXPENDITURES
Cash used for investing activities was $12.7 million during the quarter ended
September 1997 compared to $13.0 million during the quarter ended September
1996. The Company is committed to continually maintaining and enhancing its
existing facilities, most notably, by upgrading and remodeling its casinos,
hotel rooms, restaurants and public spaces and by providing the latest slot
machines for its customers. All of the cash used for investing activities during
the September 1997 and September 1996 quarters was related to capital
expenditures for these purposes. In addition, the Fremont is currently
undergoing a rooms remodel which is expected to cost approximately $5.0 million
and be completed by the end of calendar 1997.
DEBT FACILITIES AND EQUITY FINANCING
Funding for the Company's renovation and expansion projects comes from debt
financings, as well as cash flows from existing operations. Cash flows used for
financing activities totalled $4.4 million during the quarter ended September
1997 as the Company paid down outstanding debt with its free cash flow generated
from operations. At September 30, 1997, the Company's outstanding borrowings
under the Bank Credit Facility were $186 million. The Company's and Boyd
Gaming's unused availability under the Bank Credit Facility at September 30,
1997 was $227 million; however, the unused availability was reduced by $193
million in July 1997 in connection with Boyd Gaming's issuance of $250 million
principal amount of 9.50% Senior
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<PAGE> 12
Subordinated Notes. Availability will subsequently be increased when the Company
redeems its $185 million principal amount of 11% Senior Subordinated Notes (the
"11% Notes") due December 2002 prior to their scheduled maturity. On October 29,
1997, the Company gave formal notice of redemption to call the 11% Notes in
December 1997. Interest on the Bank Credit Facility is based upon the agent
bank's quoted reference rate or London Interbank Offered Rate, at the discretion
of the Company. The rate under the Bank Credit Facility at September 30, 1997
was 8.3%.
The 11% Notes contain certain covenants, including but not limited to
limitations on restricted payments (as defined in the indenture related to the
11% Notes). As a result of these restrictions, at September 30, 1997 the Company
had a portion of its retained earnings and net assets in the amounts of $29.7
million and $84.9 million, respectively, that were not available for
distribution as dividends to its parent, Boyd Gaming Corporation.
The Company's ability to service its debt will be dependent on its future
performance, which will be affected by, among other things, prevailing economic
conditions and financial, business and other factors, certain of which are
beyond the Company's control.
NEW EXPANSION PROJECTS
The Company, as part of its ongoing strategic planning process, has completed a
review of its current growth opportunities. Based on this review, the Company
expects to be focusing its growth efforts on the Stardust. The Company is
analyzing various alternatives to utilize the 61-acre Stardust site, including
additional hotel rooms and other amenities to more effectively compete with the
new generation of Las Vegas properties.
Substantial funds would be required for the expansion project discussed above.
There can be no assurance the above mentioned project will go forward or
ultimately become operational. The source of funds required to meet the
Company's working capital needs (including maintenance capital expenditures) and
those required to complete the above mentioned project is expected to be cash
flow from operations and availability under the Company's Bank Credit Facility.
Based on current plans, the Company does not anticipate obtaining new borrowings
in excess of amounts available under the Bank Credit Facility in the next 12
months. In the future, the Company may require additional funds to support its
working capital requirements or for other purposes and may seek to raise such
additional funds through public or private debt financings or from other
sources. No assurance can be given that additional financing will be available
or that, if available, such financing will be available on terms favorable to
the Company.
The Company continues to pursue and investigate additional expansion
opportunities. Such expansion will be affected and determined by several key
factors, including identification of additional suitable investment
opportunities and availability of acceptable financing. Additional projects will
require the Company to make substantial investments, which the Company intends
to fund through cash flow from operations and availability under the Bank Credit
Facility. To the extent such sources of funds are not sufficient, the Company
may also seek to raise such additional funds through public or private debt
financings or from other sources. No assurance can be given that additional
financing will be available or that, if available, such financing will be
available on terms favorable to the Company.
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<PAGE> 13
PRIVATE SECURITIES LITIGATION REFORM ACT
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward looking statements. Certain information included in this Form 10-Q
and other materials filed or to be filed by the Company with the Securities and
Exchange Commission (as well as information included in oral statements or other
written statements made or to be made by the Company) contains statements that
are forward looking, such as statements relating to plans for future expansion
and other business development activities as well as other capital spending,
financing sources, and the effects of regulation (including gaming and tax
regulation) and competition. Such forward looking statements involve important
risks and uncertainties that could significantly affect anticipated results in
the future, and accordingly, actual results may differ materially from those
expressed in any forward looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those related to
construction and development activities, economic conditions, changes in tax
laws, changes in laws or regulations affecting gaming licenses, changes in
competition, and factors affecting leverage and debt service including
sensitivity to fluctuation in interest rates, and other factors described from
time to time in the Company's reports filed with the Securities and Exchange
Commission, including the Company's Form 10-K for the year ended June 30, 1997.
Any forward looking statements are made pursuant to the Private Securities
Litigation Reform Act of 1995 and, as such, speak only as of the date made.
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<PAGE> 14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
27. Financial Data Schedule
(b) Reports on Form 8-K:
(i) The Company filed a current report on Form 8-K dated
September 26, 1997 related to a change in fiscal year.
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<PAGE> 15
SIGNATURE
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.
CALIFORNIA HOTEL AND CASINO
(Registrant)
Date: November 14, 1997 By /s/ Keith E. Smith
------------------------------------
Keith E. Smith
Vice President and
Controller (Chief Accounting Officer)
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<PAGE> 16
EXHIBIT INDEX
Exhibits
27. Financial Data Schedule
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 31,882
<SECURITIES> 0
<RECEIVABLES> 9,638
<ALLOWANCES> 2,010
<INVENTORY> 1,345
<CURRENT-ASSETS> 60,602
<PP&E> 848,564
<DEPRECIATION> 355,039
<TOTAL-ASSETS> 585,941
<CURRENT-LIABILITIES> 64,832
<BONDS> 374,093
0
0
<COMMON> 22,328
<OTHER-SE> 105,869
<TOTAL-LIABILITY-AND-EQUITY> 585,941
<SALES> 0
<TOTAL-REVENUES> 125,008
<CGS> 0
<TOTAL-COSTS> 119,528
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,136
<INCOME-PRETAX> (3,654)
<INCOME-TAX> (1,425)
<INCOME-CONTINUING> (2,229)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,229)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
