<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(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, 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: 0-27000
HEARST-ARGYLE TELEVISION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-2717523
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
959 EIGHTH AVENUE (212) 649-2307
NEW YORK, NY 10019 (Registrant's telephone number,
(Address of principal executive offices) including area code)
---------------------------------------
(Former name, former address, and former fiscal year, if changed since last
report)
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 filing
requirements for the past 90 days.
Yes [X] No [_]
As of November 11, 1998, the Registrant had 53,087,756 shares of common stock
outstanding. Consisting of 11,789,108 shares of Series A Common Stock,
41,298,648 shares of Series B Common Stock.
================================================================================
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
This amendment to Form 10-Q amends and revises Part I: Item 1 and Part II:
Item 6 on Form 10-Q for the quarter ended September 30, 1998 of Hearst-Argyle
Television, Inc. initially filed with the Securities and Exchange Commission on
November 12, 1998. Unless otherwise indicated, capitalized terms used herein
shall have the respective meanings given such terms in the Form 10-Q.
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
INDEX
PART I FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. FINANCIAL STATEMENTS PAGE NO.
<S> <C>
Condensed Consolidated Balance Sheets as of December 31, 1997 and September 30, 1998 (unaudited).. 1
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended
September 30, 1997 and 1998 (unaudited).......................................................... 3
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1997 and 1998 (unaudited).......................................................... 4
Notes to Condensed Consolidated Financial Statements.............................................. 5
<CAPTION>
PART II OTHER INFORMATION
ITEM 6. Exhibits and reports on Form 8-K.............................................................. 9
Signatures................................................................................................ 10
</TABLE>
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31 September 30, 1998
1997 (Unaudited)
(Revised, see Note 1)
-------------------------------------
(In thousands)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 12,759 $ 51,254
Accounts receivable, net 89,988 73,698
Program and barter rights 35,737 45,614
Deferred income taxes 5,975 4,172
Related party receivable 3,695 3,122
Net assets held for sale 72,019 -
Other 7,070 7,984
---------- ----------
Total current assets 227,243 185,844
---------- ----------
Property, plant and equipment, net 97,804 125,351
---------- ----------
Intangible assets, net 661,326 712,115
---------- ----------
Other assets:
Deferred acquisition and financing costs,
net 27,796 29,144
Program and barter rights, noncurrent 3,511 4,993
Other 26,429 27,057
---------- ----------
Total other assets 57,736 61,194
---------- ----------
Total assets $1,044,109 $1,084,504
========== ==========
</TABLE>
See notes to condensed consolidated financial statements
1
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Balance Sheets (Continued)
<TABLE>
<CAPTION>
December 31, September 30, 1998
1997 (Unaudited)
(Revised, see Note 1)
-------------------------------------------
(In thousands)
<S> <C> <C>
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 36,048 $ 40,058
Program and barter rights payable 35,769 45,890
Other 51 185
----------- -----------
Total current liabilities 71,868 86,133
----------- -----------
Program and barter rights payable 4,923 5,028
Long-term debt 490,000 502,596
Deferred income taxes 150,274 157,588
Other liabilities 390 814
----------- -----------
Total noncurrent liabilities 645,587 666,026
----------- -----------
Stockholders' equity:
Series A preferred stock 1 1
Series B preferred stock 1 1
Series A common stock 125 125
Series B common stock 413 413
Additional paid-in capital 202,152 201,889
Retained earnings 123,962 151,138
Treasury stock - (21,222)
----------- -----------
Total stockholders' equity 326,654 332,345
----------- -----------
Total liabilities and stockholders' equity $ 1,044,109 $ 1,084,504
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1998 1997 1998
(Revised, see Note 1) (Revised, see Note 1)
-------------------------------------------------------------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Total revenues $ 77,730 $ 95,045 $ 221,296 $ 292,010
Station operating expenses 36,323 43,647 96,919 127,595
Amortization of program rights 10,149 10,358 29,201 32,027
Depreciation and amortization 5,504 9,037 13,694 26,678
----------------------------------------------------------
Station operating income 25,754 32,003 81,482 105,710
Corporate general and administrative expenses 2,079 3,065 6,546 9,619
----------------------------------------------------------
Operating income 23,675 28,938 74,936 96,091
Interest expense, net 8,039 10,151 20,524 29,978
----------------------------------------------------------
Income before extraordinary item and
income taxes 15,636 18,787 54,412 66,113
Income taxes 6,308 7,882 22,362 28,111
----------------------------------------------------------
Income before extraordinary item 9,328 10,905 32,050 38,002
Extraordinary item, loss on early retirement of
debt, net of income tax benefit - (49) - (10,826)
----------------------------------------------------------
Net income 9,328 10,856 32,050 27,176
Less preferred stock dividends (355) (355) (355) (1,066)
----------------------------------------------------------
Income applicable to common stockholders $ 8,973 $ 10,501 $ 31,695 $ 26,110
==========================================================
Income per common share - basic:
Before extraordinary item $ 0.20 $ 0.20 $ 0.75 $ 0.69
Extraordinary item - - - (0.20)
----------------------------------------------------------
Net income $ 0.20 $ 0.20 $ 0.75 $ 0.49
==========================================================
Number of common shares used in the calculation 43,998 53,409 42,208 53,678
Income per common share - diluted:
Before extraordinary item $ 0.20 $ 0.20 $ 0.75 $ 0.68
Extraordinary item - - - (0.20)
----------------------------------------------------------
Net income $ 0.20 $ 0.20 $ 0.75 $ 0.48
==========================================================
Number of common shares used in calculation 44,043 53,690 42,223 53,943
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
September 30,
1997 1998
(Revised, see Note 1)
---------------------------------
Operating Activities (In thousands)
<S> <C> <C>
Net income $ 32,050 $ 27,176
Adjustments to reconcile net income to net cash provided by operating
activities:
Extraordinary item, loss on early retirement of debt - 17,191
Depreciation 5,659 9,959
Amortization of intangible assets 8,035 16,719
Amortization of deferred financing costs 975 1,822
Amortization of program rights 29,201 32,027
Program payments (29,480) (32,653)
Fair value adjustments of interest rate protection agreements - 471
Changes in operating assets and liabilities, net 11,190 (862)
-----------------------------
Net cash provided by operating activities 57,630 71,850
-----------------------------
Investing Activities
Acquisition of stations (111,076) (20,136)
Acquisition costs - (1,526)
Purchases of property, plant, and equipment:
Special projects/buildings - (4,106)
Digital - (2,124)
Maintenance (3,762) (6,545)
-----------------------------
Net cash used in investing activities (114,838) (34,437)
-----------------------------
Financing Activities
Issuance of Senior Notes - 200,000
Repayment of Senior Subordinated Notes - (116,621)
Proceeds from issuance of long-term debt 100,000 29,000
Repayment of long-term debt (15,000) (85,000)
Financing costs and other 345 (4,634)
Series A Common stock:
Issuances - 625
Repurchases - (21,222)
Dividends paid on preferred stock (355) (1,066)
-----------------------------
Net cash provided by financing activities 84,990 1,082
-----------------------------
Increase in cash and cash equivalents 27,782 38,495
Cash and cash equivalents at beginning of period 2,882 12,759
-----------------------------
Cash and cash equivalents at end of period $ 30,664 $ 51,254
=============================
Businesses acquired in purchase transaction:
Fair market value of assets acquired $ 523,961 $ 20,632
Liabilities assumed (229,640) (496)
Issuance of common stock (183,245)
-----------------------------
Net cash paid for acquisitions $ 111,076 $ 20,136
=============================
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 30, 1998
(Revised, see Note 1)
1. SUMMARY OF ACCOUNTING POLICIES
BASIS OF PRESENTATION
On August 29, 1997, effective September 1, 1997 for accounting purposes, The
Hearst Corporation ("Hearst") contributed its television broadcast group and
related broadcast operations (the "Hearst Broadcast Group") to Argyle
Television, Inc. ("Argyle") and merged a wholly-owned subsidiary of Hearst with
and into Argyle, with Argyle as the surviving corporation (renamed "Hearst-
Argyle Television, Inc."). The merger transaction is referred to as "the Hearst
Transaction". As a result of the Hearst Transaction, Hearst owned approximately
41.3 million shares of the Company's Series B Common Stock, comprising
approximately 77% of the total outstanding common stock of the Company. During
1998, Hearst purchased approximately 2.0 million shares of the company's Series
A Common Stock (see Note 5), increasing its ownership to approximately 81.3% as
of September 30, 1998.
The merger was accounted for as a purchase of Argyle by Hearst in a reverse
acquisition. The assets and liabilities of Argyle were adjusted to the extent
acquired by Hearst to their fair values based upon purchase price allocations.
The net assets of the Hearst Broadcast Group are reflected at their historical
cost basis. In a reverse acquisition, the accounting treatment differs from the
legal form of the transaction, as the continuing legal parent company (Argyle),
is not assumed to be the acquiror and the historical financial statements of the
entity become those of the accounting acquiror (Hearst Broadcast Group).
Consequently, the presentation of the Company's consolidated historical
financial statements prior to September 1, 1997 have been revised to reflect the
financial statements of the Hearst Broadcast Group.
REVISED PRESENTATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As discussed in Note 19 of the notes to the consolidated financial statements
included in the Company's Annual Report for the year ended December 31, 1997 on
Form 10 K/A, dated February 11, 1999, the presentation of the financial
statements for periods prior to September 1, 1997 have been revised to reflect
the financial statements of the Hearst Broadcast Group.
The following is a summary of net income and earnings per share as previously
reported and as revised (in thousands, except per share amounts):
<TABLE>
<CAPTION>
For the two For the one For the three For the eight
months ended month ended months ended months ended
August 31, September 30, September 30, August 31,
1997 1997 1997 1997
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss):
As previously reported (Argyle): $ (6,244) $ 4,790 (a) $ - $ (14,539)
=============================================================
As revised (Hearst Broadcast Group / Hearst-Argyle): $ - $ - $ 9,328 (b) $ -
=============================================================
Earnings (loss) per common
share - Diluted:
As previously reported (Argyle): $ (0.55) $ 0.09 (a) $ - $ (1.34)
=============================================================
As revised (Hearst Broadcast Group / Hearst-Argyle): $ - $ - $ 0.20 (b) $ -
=============================================================
<CAPTION>
For the one For the nine
month ended months ended
September 30, September 30,
------------------------------------
1997 1997
<S> <C> <C>
Net income (loss):
As previously reported (Argyle): $ 4,790 (a) $ -
====================================
As revised (Hearst Broadcast Group / Hearst-Argyle): $ - $ 32,050 (c)
====================================
Earnings (loss) per common
share - Diluted:
As previously reported (Argyle): $ 0.09 (a) $ -
====================================
As revised (Hearst Broadcast Group / Hearst-Argyle): $ - $ 0.75 (c)
====================================
</TABLE>
(a) Represents the results of Hearst-Argyle for the one month ended
September 30, 1998.
(b) Includes the results of the Hearst Broadcast Group for the two months
ended August 31, 1997.
(c) Includes the results of the Hearst Broadcast Group for the eight months
ended August 31, 1997.
GENERAL
The condensed consolidated financial statements include the accounts of Hearst-
Argyle Television, Inc. (the "Company") and its wholly-owned subsidiaries. All
significant intercompany accounts have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three and nine-month periods ended
September 30, 1997 and 1998 are not necessarily indicative of the results that
may be expected for a full year.
Certain reclassifications have been made to the December 31, 1997 condensed
consolidated balance sheet to conform to the September 30, 1998 presentation.
2. ACQUISITIONS
The acquisition of Argyle was accounted for as a purchase and accordingly, the
purchase price and related acquisition costs have been allocated to the acquired
assets and liabilities based upon their fair market value. The excess of the
purchase price over the net fair market value of the tangible assets acquired
and the liabilities assumed was allocated to identifiable intangible assets
including FCC licenses, network affiliation agreements and goodwill. The
condensed consolidated financial statements include the results of operations of
Argyle since the date of the acquisition.
On April 24, 1998, the Company loaned STC Broadcasting, Inc. ("STC") $70.5
million ("STC Note Receivable"). The loan bore interest at 7.75% per year and
was collateralized by the stock of the STC subsidiary that owned the assets
comprising WPTZ/WNNE. On July 2, 1998, STC repaid this $70.5 million loan along
with accrued interest.
5
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
September 30, 1998
2. Acquisitions (continued)
Effective June 1, 1998, the Company exchanged its WDTN and WNAC stations with
STC for KSBW, the NBC affiliate serving the Monterey Salinas, CA, television
market, and WPTZ/WNNE, the NBC affiliates serving the Burlington, VT -
Plattsburgh, NY, television market and cash of approximately $20 million (the
"STC Swap"), net of certain working capital adjustments which totaled
approximately $1.4 million.
Giving effect to the Hearst Transaction and the STC Swap discussed above, pro
forma results of operations reflect combined historical results for WCVB, WTAE,
WBAL, KMBC, WISN, WAPT, KITV, WLWT, KOCO, KHBS/KHOG, KSBW, WPTZ/WNNE and fees
for providing management services to the Managed Stations (WWWB, WPBF, KCWE and
WBAL-AM and WIYY-FM) pursuant to a management agreement (See Note 6), as if all
acquisitions and financings (See Note 3) occurred as of January 1, 1997, are as
follows:
<TABLE>
<CAPTION>
Pro Forma
Nine months ended September 30,
1997 1998
-----------------------------------------
(In thousands, except per share data)
<S> <C> <C>
Total revenues $ 275,779 $ 292,061
Net income $ 33,534 $ 38,400
Income from continuing operations applicable to common stockholders $ 32,468 $ 37,334
Income per common share - basic $ 0.60 $ 0.70
==== ====
- diluted $ 0.60 $ 0.69
==== ====
Pro forma number of shares used in calculations - basic 53,678 53,678
====== ======
- diluted 53,943 53,943
====== ======
</TABLE>
The above pro forma results are presented in response to applicable accounting
rules relating to business acquisitions and are not necessarily indicative of
the actual results that would have been achieved had each of the stations been
acquired at the beginning of the periods presented, nor are they indicative of
future results of operations.
<TABLE>
<CAPTION>
3. Long-Term Debt
Long-term debt consists of the following:
December 31, September 30,
1997 1998
--------------------------------------------
(In thousands)
<S> <C> <C>
Credit Facility dated August 29, 1997 $ 85,000 $ --
Senior Notes 300,000 500,000
Senior Subordinated Notes 105,000 2,596
============================================
$ 490,000 $ 502,596
===============================================
</TABLE>
Senior Subordinated Notes
During February 1998, the Company repaid $102.4 million of the Senior
Subordinated Notes ("Notes") at a premium of approximately $13.9 million. In
addition, the Company wrote-off the remaining deferred financing fees related to
the Notes and incurred expenses related to the repayment of the Notes. The
premium paid, the deferred financing fees relating to the Notes and the expenses
incurred were classified as an extraordinary item, net of related income tax
benefit in the accompanying condensed consolidated statement of operations for
the nine months ended September 30, 1998.
6
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 1998
3. LONG-TERM DEBT (CONTINUED)
SENIOR NOTES
On January 13, 1998, the Company issued $200 million aggregate principal amount
of 7.0% Senior Notes Due 2018 (the "$200 million Senior Notes"). The $200
million Senior Notes are senior and unsecured obligations of the Company. In
addition, the indenture governing the Senior Notes imposes various conditions,
restrictions and limitations on the Company and its subsidiaries. Proceeds from
the $200 million Senior Notes offering were used to repay existing indebtedness
of the Company (See Senior Subordinated Notes, above).
INTEREST RATE RISK MANAGEMENT
The Company has two interest rate protection agreements effectively fixing the
Company's interest rate at approximately 7% on $35 million of its borrowings
under the Credit Facility until June 1999.
Additional information regarding these interest rate protection agreements in
effect at September 30, 1998 follows:
<TABLE>
<CAPTION>
AVERAGE AVERAGE ESTIMATED FAIR
NOTIONAL AMOUNT RECEIVE RATE PAY RATE VALUE
------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest rate swap agreements:
Fixed rate agreement $20,000,000 LIBOR 7.01% $(276,636)
Fixed rate agreement $15,000,000 LIBOR 6.98% $(194,336)
</TABLE>
The Company is exposed to credit risk in the event of nonperformance by
counterparties to its interest rate swap agreements. Credit risk is limited by
entering into such agreements with primary dealers only; therefore, the Company
does not anticipate that nonperformance by counterparties will occur.
Notwithstanding this, the Company's treasury department monitors counterparty
credit ratings at least quarterly through reviewing independent credit agency
reports. Both current and potential exposure are evaluated, as necessary, by
obtaining replacement cost information from alternative dealers. Potential loss
to the Company from credit risk on these agreements is limited to amounts
receivable, if any. The Company enters into these agreements solely to hedge
its interest rate risk.
4. NET ASSETS HELD FOR SALE
Upon completion of the Hearst Transaction, the Company owned television stations
in two areas (Boston and Providence, and Dayton and Cincinnati) with overlapping
service contours in violation of the FCC's local ownership rules. The FCC's
rules prohibit the ownership of two stations in the same geographic area whose
service contours overlap. To comply with these rules, the Company was required
to divest one station in each of the aforementioned areas. Included in the
caption Net Assets Held for Sale on the accompanying condensed consolidated
balance sheet as of December 31, 1997, are the net assets of the stations
located in Providence and Dayton at their carrying values. The Company
exchanged these assets during the second quarter of 1998, for two television
stations in markets without overlapping service contours (See Note 2).
5. COMMON STOCK
During the second quarter of 1998, the Company's Board of Directors authorized
the repurchase of up to $300 million of its outstanding Series A Common Stock.
The Company expects such repurchases to be effected from time to time in the
open market or in private transactions, subject to market conditions. During
the three and nine-months ended September 30, 1998, the Company spent
approximately $12.9 million and $21.2 million to repurchase approximately
382,000 shares and 619,000 shares, of Series A Common Stock at an average price
of $33.85 and $34.25, respectively. Hearst has also notified the Company of its
intention to purchase up to 10 million shares of the Company's Series A Common
Stock from time to time in the open market, in private transactions or otherwise
(See Note 1).
7
<PAGE>
HEARST-ARGYLE TELEVISION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
SEPTEMBER 30, 1998
6. RELATED PARTY TRANSACTIONS
The Company recorded revenues of approximately $925,000 and $2.8 million, during
the three and nine-months ended September 30, 1998, respectively, and
approximately $170,000 for both the three and nine-months ended September 30,
1997, relating to the Management Agreement (whereby the Company provides certain
management services, such as sales, news, programming and financial and
accounting management services, with respect to certain Hearst owned or operated
television and radio stations); and expenses of approximately $536,000 and $1.6
million, relating to the Services Agreement (whereby Hearst provides the Company
certain administrative services such as accounting, financial, legal, tax,
insurance, data processing and employee benefits), during the three and nine-
months ended September 30, 1998, respectively, and approximately $200,000 for
both the three and nine-months ended September 30, 1997. The Company believes
that the terms of all these agreements are reasonable to both sides; there can
be no assurance, however, that more favorable terms would not be available from
third parties.
7. PROPOSED ACQUISITIONS AND SUBSEQUENT EVENTS
In May 1998, the Company announced that it entered into an agreement to acquire
the nine television and five radio stations of Pulitzer Publishing ("Pulitzer")
in a merger transaction. The Company will issue $1.15 billion in Series A
Common Stock (calculated on the basis of an equity adjustment "collar"
mechanism) to Pulitzer shareholders and assume $700 million in debt. The
Company expects the transaction, which is subject to regulatory and shareholder
approval and certain other conditions, to close during early 1999.
In August 1998, the Company announced that it entered into agreements to acquire
the one television station and one time brokerage agreement for another
television station and a production and syndication company from Kelly
Broadcasting Co. ("Kelly") in the aggregate purchase price of $530 million. The
Company expects this transaction to close during early 1999.
In October 1998, the Company announced that it has obtained commitments from
leading institutional investors to purchase $450 million of senior notes to be
issued by the Company. The notes will have a maturity of 12 years with an
average life of 10 years, and will bear interest at 7.18% per year. The
proceeds of this financing, expected to be received in late December and or
January, will be used to fund in part the Pulitzer and Kelly transactions.
8
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No.
27.2 Financial Data Schedule
9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hearst-Argyle Television, Inc.
-------------------------------------------
Registrant
February 11, 1999 By: /s/ Harry T. Hawks
- ----------------- -------------------------------------
Date Harry T. Hawks, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
February 11, 1999 By: /s/ Teresa D. Lopez
- ----------------- -------------------------------------
Date Teresa D. Lopez, Vice President and
Controller (Principal Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1998 AND THE CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE AND THREE MONTHS ENDED
SEPTEMBER 30, 1998 AND FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1997 IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. (REVISED,
SEE NOTE 1 IN THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.)
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-01-1997 JAN-01-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 0 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 77,730 221,296
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 36,323 96,919
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 8,039 20,524
<INCOME-PRETAX> 15,636 54,412
<INCOME-TAX> 6,308 22,362
<INCOME-CONTINUING> 9,328 32,050
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,328 32,050
<EPS-PRIMARY> 0.20 0.75
<EPS-DILUTED> 0.20 0.75
</TABLE>
