<PAGE>
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 from ___________________ to _______________________
COMMISSION FILE NUMBER 33-55400
ACT III THEATRES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 95-4211629
- -------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
919 SW Taylor Street, Suite 900, Portland, Oregon 97205
- --------------------------------------------------------------------------------
(Address of principle executive offices) (Zip Code)
(Registrant's telephone number, including area code) (503) 22l-02l3
-----------------
Indicate by check mark whether the Registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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 xx No
-- --
At October 31, 1997, there were 100 shares of the registrant's common
stock outstanding.
<PAGE>
ACT III THEATRES, INC.
INDEX
PAGE
NUMBER
------
PART I. Financial Information (Unaudited)
Item l. Financial Statements . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statement of Operations -
Three Months Ended September 30, 1997 and 1996 . . . . . . 3
Consolidated Statement of Operations -
Nine Months Ended September 30, 1997 and 1996. . . . . . . 4
Consolidated Balance Sheet -
At September 30, 1997 and December 31, 1996. . . . . . . . 5
Consolidated Statement of Changes in Common
Shareholder's Equity (Deficit) for the nine months
ended September 30, 1997 . . . . . . . . . . . . . . . . . . 6
Consolidated Condensed Statement of Cash Flows -
Nine Months Ended September 30, 1997 and 1996. . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . 8
Item 2. Management's Discussion and Analysis
of Results of Operation and Financial Condition . . . . 9
PART II. Other Information. . . . . . . . . . . . . . . . . . . . 14
Item 5. Other Information . . . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . 15
2
<PAGE>
ITEM 1: FINANCIAL STATEMENTS
ACT III THEATRES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
REVENUES:
Admissions 46,442 42,782
Concessions 20,751 19,605
Other 347 682
---------- ------------
67,540 63,069
---------- ------------
EXPENSES:
Costs of operations
Film rental 25,262 23,145
Cost of concessions 2,839 3,241
Other theatre operating expenses 21,176 17,145
---------- ------------
Total 49,277 43,531
General and administrative expenses 2,262 1,918
Depreciation and amortization 6,945 5,008
---------- ------------
58,484 50,457
---------- ------------
Income from operations 9,056 12,612
OTHER EXPENSES (INCOME):
Interest expense, net 6,542 5,999
Other income (2,014) (48)
---------- ------------
Income before income tax 4,528 6,661
PROVISION FOR INCOME TAXES 1,956 2,764
---------- ------------
Net income 2,572 3,897
ACCRETION OF MANDATORILY REDEEMABLE
SECURITIES 4 4
PREFERRED DIVIDENDS 475 414
---------- ------------
Net income applicable to common stock 2,093 3,479
---------- ------------
---------- ------------
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.
Page 3
<PAGE>
ACT III THEATRES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
REVENUES:
Admissions 128,610 114,432
Concessions 57,868 51,995
Other 1,451 1,634
---------- ------------
187,929 168,061
---------- ------------
EXPENSES:
Costs of operations
Film rental 68,678 60,593
Cost of concessions 9,279 8,388
Other theatre operating expenses 58,893 48,632
---------- ------------
Total 136,850 117,613
General and administrative expenses 6,618 5,338
Depreciation and amortization 19,287 15,476
---------- ------------
162,755 138,427
---------- ------------
Income from operations 25,174 29,634
OTHER EXPENSES (INCOME):
Interest expense, net 18,514 17,476
Loss on sale of assets 289 0
Other income (2,115) (159)
---------- ------------
Income before income taxes 8,486 12,317
PROVISION FOR INCOME TAXES 3,615 4,985
---------- ------------
Net income 4,871 7,332
ACCRETION OF MANDATORILY REDEEMABLE
SECURITIES 12 15
PREFERRED DIVIDENDS 1,425 1,240
---------- ------------
Net income applicable to common stock 3,434 6,077
---------- ------------
---------- ------------
</TABLE>
The accompanying notes are part of this consolidated financial statement.
Page 4
<PAGE>
ACT III THEATRES, INC.
CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
--------------- --------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents 4,654 8,720
Accounts receivable 1,563 1,324
Prepaid expenses and other receivable 402 641
Inventories 2,447 2,122
--------------- --------------
Total current assets 9,066 12,807
CONTRACTS RECEIVABLE 1,605 2,007
PROPERTY AND EQUIPMENT, net 292,840 231,621
INTANGIBLES, net 29,647 31,753
OTHER ASSETS, net 3,985 3,239
--------------- --------------
Total assets 337,143 281,427
--------------- --------------
--------------- --------------
LIABILITIES, MANDATORILY REDEEMABLE SECURITIES
AND COMMON SHAREHOLDER'S EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt and capital
lease obligations 2,177 1,978
Accounts payable 11,145 10,042
Accrued film rentals 9,064 10,063
Taxes other than income taxes 3,124 2,839
Other current liabilities 13,018 13,349
--------------- --------------
Total current liabilities 38,528 38,271
DEFERRED INCOME TAXES 10,828 9,173
LONG-TERM DEBT AND CAPITAL
LEASE OBLIGATIONS 303,063 254,130
--------------- --------------
352,419 301,574
--------------- --------------
MANDATORILY REDEEMABLE SECURITIES OF
ACT III CINEMAS, INC. 14,569 13,132
--------------- --------------
COMMON SHAREHOLDER'S EQUITY (DEFICIT)
Common stock, $.01 par value, 1,000 shares
authorized, 100 shares issued and outstanding 1 1
Additional paid-in capital 4,979 4,979
Accumulated deficit (34,825) (38,259)
--------------- --------------
(29,845) (33,279)
--------------- --------------
Total liabilities and shareholder's equity (deficit) 337,143 281,427
--------------- --------------
--------------- --------------
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.
Page 5
<PAGE>
ACT III THEATRES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON SHAREHOLDER'S EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock
------------------------ Additional
Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 100 $1 4,979 (38,259) (33,279)
Accretion of mandatorily redeemable senior
subordinated convertible preferred stock (12) (12)
Preferred dividends (1,425) (1,425)
Net income 4,871 4,871
-------------------------------------------------------------------
BALANCE, September 30,1997 September 30,1997 100 $1 4,979 (34,825) (29,845)
-------------------------------------------------------------------
-------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.
Page 6
<PAGE>
ACT III THEATRES, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 4,871 7,332
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation and amortization 19,287 15,476
Loss on sale of assets 289 0
Amortization of debt discount 618 703
Deferred income taxes 1,655 1,303
Change in certain working capital items (267) (3,017)
---------- ------------
Net cash provided by operating activities 26,453 21,797
---------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (78,012) (43,479)
Net change in contracts receivable 402 353
Proceeds from sale of assets 152 0
---------- ------------
Net cash provided by financing activities (77,458) (43,126)
---------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments made on long-term debt (1,461) (1,020)
Borrowings on long-term debt 49,975 5,000
Deferred financing cost (1,575) 0
---------- ------------
Net cash provided by financing activies 46,939 3,980
---------- ------------
DECREASE IN CASH AND CASH EQUIVALENTS: (4,066) (17,349)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD: 8,720 19,002
---------- ------------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD: 4,654 1,653
---------- ------------
---------- ------------
</TABLE>
The accompanying notes are an integral part of this consolidated financial
statement.
Page 7
<PAGE>
ACT III THEATRES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect all
adjustments (consisting of normal recurring accruals) which are, in the opinion
of management, necessary for a fair presentation of the results of operations
for the interim periods. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The interim financial
information and notes thereto should be read in conjunction with the Company's
1996 annual report on Form 10-K.
The results of operations for the nine (9) months ended September 30, 1997
and the three (3) months ended September 30, 1997, are not necessarily
indicative of results to be expected for the year ending December 3l, l997.
NOTE 2: NET INCOME PER SHARE
Earnings per share information is not presented, as Act III Theatres, Inc.
(the "Company") is a wholly owned subsidiary of Act III Cinemas, Inc.,
("Cinemas").
NOTE 3: RECLASSIFICATIONS
Certain reclassifications have been made to the 1996 financial statements
to conform with September 30, 1997 presentation. These reclassifications had
no impact on previously reported results of operations or common shareholder's
equity (deficit).
NOTE 4: COMMITMENTS AND CONTINGENCIES
See Note 9 and 10 of the Notes to Consolidated Financial Statements in the
Company's Form 10-K for the fiscal year ended December 31, 1996 for a
description of Commitments and Contingencies.
NOTE 5: CONTRACTS RECEIVABLE
In August 1997, the contract receivable from a former senior executive was
collected. As a result the Company recorded 2.1 million of income for the nine
month period ended September 30, 1997. Such amount has been included as other
income in the accompanying statement of operations.
8
<PAGE>
NOTE 6: SUBSEQUENT EVENT
In October 1997 Cinemas entered into an Agreement and Plan of Merger
providing for the merger of Act III Acquisition corp., an affiliate of Kohlberg
Kravis Roberts & Co. L.P. ("KKR") with and into Cinemas in a recapitalization
transaction valued at approximately $660 million. Upon completion of the
merger, affiliates of KKR will own a majority of the shares of Cinemas. The
Company will remain a wholly-owned subsidiary of Cinemas following the merger.
Additional information about this event is disclosed in Part II, Item 5 of this
Form 10-Q.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
OVERVIEW:
On a quarter to quarter basis, the Company's financial results vary due to
seasonal fluctuations which affect all motion picture exhibitors. These
fluctuations are the result of distribution practices of the major motion
picture studios which have historically concentrated the release of films
during the summer and holiday seasons. The seasonality of picture exhibition,
however, has begun to become less pronounced as studios have begun to release
major motion pictures in periods other than the summer and holiday seasons in
an effort to reduce seasonal fluctuation.
The Company's revenues are derived principally from box office
admissions and theatre concessions sales. Additional sources of revenue
include auditorium rentals and video games. The Company's principal costs of
operations are film rentals, concession costs and other expenses (such as
payroll, advertising, rents, maintenance, supplies, insurance and utilities).
In general, costs of operations are variable, and general and administrative
costs are fixed in relation to changes in revenues.
The Company's future operating results, liquidity and capital resources
may be materially affected by actions taken in connection with the merger
described in Part II, Item 5 of this report.
9
<PAGE>
RESULTS OF OPERATIONS:
The following table presents a summary of certain income statement items
as a percentage of total revenues and other key ratios:
<TABLE>
<CAPTION>
Results of Operations Results of Operations
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
----------------------------------------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Admissions . . . . . . . . . 68.8% 67.8% 68.1% 68.0%
Concessions and other . 31.2% 32.2% 31.9% 32.0%
----- ----- ----- -----
TOTAL REVENUES . . . . . . . . 100.00% 100.00% 100.00% 100.00%
Costs of operations. . . . . . 73.0% 69.0% 72.8% 69.9%
General and adminis-
trative expenses. . . . . . . 3.3% 3.0% 3.5% 3.2%
Depreciation and
amortization. . . . . . . . . 10.3% 7.9% 10.3% 9.2%
Income from operations 13.4% 20.0% 13.4% 17.6%
Interest expense (net) . . . . 9.7% 9.5% 9.9% 10.4%
</TABLE>
REVENUES:
Revenues for the quarter ended September 30, l997 increased 7.1%, to
$67.5 million, from $63.1 million for the quarter ended September 30, l996.
Revenues for the nine months ended September 30, 1997 increased 11.8%, to
$187.9 million, from $168.1 million for the nine months ended September 30,
1996. The increase for the quarter and nine months ended September 30, 1997
was primarily attributable to a 3.5% increase in attendance for the quarter and
a 8.0% increase in attendance for the nine months, resulting from a net
addition of 51 screens in operation at September 30, 1997 as compared to the
number of screens in operation at September 30, 1996. Revenues were also
positively affected by a combined increase in admissions and concessions per
patron of 4.0% for both the three and the nine months ended September 30,
1997 as compared to the same periods in 1996.
10
<PAGE>
COSTS OF OPERATIONS:
Costs of operations for the quarter ended September 30, 1997 increased
13.2%, to $49.3 million, from $43.5 million for the quarter ended September
30, l996. Costs of operations for the nine months ended September 30, 1997
increased 16.4%, to $136.8 million, from $117.6 million for the nine months
ended September 30, 1996. The increase for the quarter and the nine months
ended September 30, 1997 as compared to 1996 is attributable to increased
attendance and operating costs associated with the additional screens operated
by the Company, as well as approximately $1.2 million of pre-opening costs
during the nine month period relating to new theaters.
Costs of operations as a percentage of revenues increased for the three
months and nine months ended September 30, 1997 as compared to the same periods
in 1996, due primarily to higher film rental, rent expense at the new
facilities and higher labor cost as the result of minimum wage increases.
GENERAL AND ADMINISTRATIVE EXPENSES:
General and administrative expenses for the quarter ended September 30,
1997 increased to $2.3 million, from $1.9 million for the quarter ended
September 30,1996. General and administrative expenses for the nine months
ended September 30, 1997 increased to $6.6 million, from $5.3 million for the
nine months ended September 30, 1996. The increase in the dollar amount is
attributable to higher salaries, management fee, compensation expenses
related to the granting of stock options to certain officers of the Company
and professional fees.
DEPRECIATION AND AMORTIZATION:
Depreciation and amortization expense, which includes amortization of
intangibles and other assets, increased for the quarter ended September 30,
1997 to $6.9 million, from $5.0 million for the quarter ended September 30,
1996. For the nine months ended September 30, 1997 depreciation and
amortization expense increased to $19.3 million, from $15.5 million for the
same period in 1996. The increase for the quarter and nine months ended
September 30, 1997 was primarily the result of opening new theatres and the
renovation of existing theatres.
INTEREST EXPENSE (NET):
Interest expense increased for the quarter and nine months ended
September 30, 1997 as compared to the same periods in 1996. The increase was
due to higher average borrowing levels and higher applicable interest rates
during the 1997 periods.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES:
The Company's revenues are collected in cash, principally through box
office admissions and theatre concessions revenues. The Company has an
operating "float" which partially finances its operations and which permits
the Company to maintain a small amount of working capital capacity. The
"float" exists because admissions are received in cash, while exhibition
costs (primarily film rentals) are ordinarily paid to distributors within 15
to 45 days following receipt of admission revenues.
The Company's primary capital requirements are for new theatre
construction, acquisitions, remodeling and expansion of existing theatres.
The Company prefers to develop theatres on a fee-owned (or ground lease)
basis rather than on a leasehold basis, notwithstanding that the capital
requirements associated with developing a theatre on a fee-owned (or ground
lease) basis are significantly higher than developing a theatre on a
leasehold basis. The Company historically has financed primary capital
requirements with funds generated from its operations and through financing
activities.
For the nine month period ended September 30, 1997, the Company's
principal investing activities were for new theatre openings, acquisitions,
remodeling and expansion which totaled approximately $78.0 million. This
amount was funded partially with borrowings under the Revolving Credit
Agreement (as hereinafter defined), and partially with cash from operations.
Net cash provided by operating activities was insufficient to meet cash
required for investing activities for the period ended September 30,1997. As
a result, cash provided by operating activities for the nine months ended
September 30, 1997 was supplemented with cash on hand at the beginning of the
period and draws on the Revolving Credit Agreement.
Under the revolving credit agreement (the "Revolving Credit Agreement")
between General Electric Capital Corporation ("GECC"), CIBC, Inc., Bank of
America National Trust & Savings Association and Morgan GUA, as lenders, and
the Company, the Company has credit availability of $250 million. The
amount available under the Revolving Credit Agreement will reduce in amounts
varying from $5 million to $10 million on a quarterly basis commencing
December 31, 1998 and the Revolving Credit Agreement terminates on September
20, 2001. At September 30,1997 there was $185 million outstanding under the
Revolving Credit Agreement. Interest under the Revolving Credit Agreement is
payable monthly at a rate based on either prime or LIBOR, at the Company's
option, and determined based upon certain financial ratios of the Company. At
September 30, 1997, the interest rate on borrowings was 7.15625%.
12
<PAGE>
Additionally, the Company has $85 million of senior subordinated notes
outstanding which mature in 2003 and bear interest at 11-7/8% (the "senior
subordinated notes"). The Indenture governing the senior subordinated notes
contains restrictive covenants that, among other things, restrict the amount
and type of debt that the Company may incur and impose limitations on the
creation of liens, changes in control, transactions with affiliates, mergers
and investments. Similar limitations exist in the Revolving Credit
Agreement. Pursuant to the Agreement and Plan of Merger dated as of October
17, 1997 by and between Act III Cinemas, Inc. and Act III Acquistion Corp.,
Cinemas will cause the Company to defease the senior subordinated notes
concurrently with the closing of the merger provided for therein. Upon such
defeasance becoming effective the restrictive covenants contained in the
Indenture governing the senior subordinated notes will no longer apply to the
Company. See Part II, Item 5 of this report. The Company does not
anticipate that the restrictive covenants contained in the senior
subordinated notes (prior to their defeasance) or in the Revolving Credit
Agreement will materially impede the operations of the Company.
FACTORS AFFECTING FORWARD-LOOKING INFORMATION:
The statements contained in this report that are not statements of
historical fact may include forward-looking information (as defined in
Section 27A of the Securities Act of 1933, as amended) that involve risks and
uncertainties which could cause actual results to differ materially from
those predicted in the forward-looking statements. Such risks and
uncertainties include, but are not limited to: the possibility that the
merger discussed herein may not be completed, or that when completed such
merger may not result in the contemplated benefit to the Company; the
possibility that the defeasence of the senior subordinated notes may not be
effected at the time contemplated, or at all; the possibility that if the
senior subordinated notes are not defeased pursuant to the Merger Agreement,
the restrictive covenants contained in such senior subordinated notes may
materially impede the operations of the Company; the potential effect, in any
event, of the restrictive covenants contained in the Revolving Credit
Agreement on the Company's operations; and additional factors listed from
time to time in the Company's SEC reports including, but not limited to, the
Company's report on Form 10-K for the fiscal year ended December 31, 1996.
13
<PAGE>
ACT III THEATRES, INC.
PART II -- OTHER INFORMATION
ITEM 5: OTHER INFORMATION
Act III Cinemas, Inc. ("Cinemas"), the Company's parent corporation,
announced that it has signed an Agreement and Plan of Merger (the "Merger
Agreement") providing for the merger of Act III Acquisition Corp., an
Affiliate of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), with and into
Cinemas, in a recapitalization transaction valued at approximately $660
million. Upon Completion of the merger, affiliates of KKR will own a
majority of the shares of Cinemas. The Company will remain a wholly-owned
subsidiary of Cinemas following the merger.
Cinemas is expected to be capitalized with approximately $250 million of
equity upon consummation of the transaction. The majority of such equity
will be invested by affiliates of KKR and the remainder will be invested or
retained by existing stockholders and members of management of Cinemas. The
balance of the funds required to consummate the transaction will come from
borrowings, including refinancing of the Company's existing indebtedness.
The Merger Agreement provides that Cinemas will defease the Company's
11-7/8% Senior Subordinated Notes due 2003 (the "Notes") concurrently with the
closing of the merger by making the irrevocable deposit referred to in the
first paragraph of Section 8.01 of the Indenture for the Notes.
The Agreement and Plan of Merger has been unanimously approved and
adopted by the Board of Directors of Cinemas. It has also been approved and
adopted by the written consent of certain stockholders of Cinemas who
together hold more than a majority of the outstanding shares of common stock
of Cinemas. The merger is expected to close during November, 1997.
14
<PAGE>
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
*3.1 Certificate of Incorporation
*3.2 Bylaws, as amended and restated on November 24, 1992
+ 27.l Financial Data Schedule
(B) REPORTS ON FORM 8-K
None
- ---------------------------------------
* Incorporated herein by reference from the Company's registration
statement on Form S-l dated as of January 26, 1993
+ Filed herewith
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Report to be signed on its behalf by the
undersigned, thereunder duly authorized.
DATED: This 14th day of November, 1997
ACT III THEATRES, INC.
----------------------
(REGISTRANT)
BY //s// Wade L. Canning
------------------------------
WADE L. CANNING
Vice President and Chief Financial Officer
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,654
<SECURITIES> 0
<RECEIVABLES> 1,563
<ALLOWANCES> 0
<INVENTORY> 2,447
<CURRENT-ASSETS> 9,066
<PP&E> 380,649
<DEPRECIATION> (87,809)
<TOTAL-ASSETS> 337,143
<CURRENT-LIABILITIES> 38,689
<BONDS> 303,063
14,569
0
<COMMON> 1
<OTHER-SE> 4,979
<TOTAL-LIABILITY-AND-EQUITY> 337,143
<SALES> 187,929
<TOTAL-REVENUES> 187,929
<CGS> 136,850
<TOTAL-COSTS> 136,850
<OTHER-EXPENSES> 25,174
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18,514
<INCOME-PRETAX> 8,486
<INCOME-TAX> 3,615
<INCOME-CONTINUING> 4,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,871
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
