<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 JUNE 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transaction period from to
---------------- -----------------------
Commission File Number 333-26853
---------
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 43-1723475
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12444 Powerscourt Drive - Suite 400
St. Louis, Missouri 63131
- ---------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (314) 965-0555
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 such
filing requirements for the past 90 days. Yes X No
- -
<PAGE> 2
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
FORM 10-Q - FOR THE QUARTER ENDED JUNE 30, 1997
INDEX
<TABLE>
<CAPTION>
Page
----
Part I. Financial Information
<S> <C>
Item 1. Charter Communications Entertainment, L.P.
a. Balance Sheets - June 30, 1997 and December 31, 1996 3
b. Statements of Operations - Three Months Ended
June 30, 1997 and 1996 4
c. Statements of Operations - Six Months Ended
June 30, 1997 and 1996 5
d. Statement of Partners' Capital - Six Months Ended June 30, 1997 6
e. Statements of Cash Flows - Six Months Ended June 30, 1997 and 1996 7
f. Notes to Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 2. Change in Securities - None -
Item 3. Defaults upon Senior Securities - None -
Item 4. Submission of Matters to a Vote of Security Holders - None -
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
</TABLE>
2
<PAGE> 3
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
INVESTMENT IN UNCONSOLIDATED LIMITED PARTNERSHIPS $ 259,638,674 $ 279,854,790
SUBORDINATED NOTE RECEIVABLE FROM UNCONSOLIDATED
LIMITED PARTNERSHIP 25,000,000 25,000,000
INTEREST RECEIVABLE FROM UNCONSOLIDATED LIMITED
PARTNERSHIP 3,410,500 2,418,000
------------- -------------
$ 288,049,174 $ 307,272,790
============= =============
LIABILITIES AND PARTNERS' CAPITAL
NOTES PAYABLE $ 82,000,000 $ 82,000,000
ACCRUED INTEREST ON NOTES PAYABLE 29,661,420 22,843,403
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
General partners -- 624,614
Limited partners-
Ordinary Capital Accounts -- 10,543,510
Preferred Capital Account 176,387,754 191,261,263
------------- -------------
Total partners' capital 176,387,754 202,429,387
------------- -------------
$ 288,049,174 $ 307,272,790
============= =============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE> 4
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
EQUITY IN LOSS OF UNCONSOLIDATED LIMITED PARTNERSHIPS $ (10,920,756) $ (10,285,453)
INTEREST EXPENSE (3,410,510) (3,004,261)
INTEREST INCOME - UNCONSOLIDATED LIMITED PARTNERSHIP 505,000 469,536
-------------- --------------
Net loss $ (13,826,266) $ (12,820,178)
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
-------------- --------------
<S> <C> <C>
EQUITY IN LOSS OF UNCONSOLIDATED LIMITED PARTNERSHIPS $ (20,216,115) $ (22,489,647)
INTEREST EXPENSE (6,818,018) (6,008,522)
INTEREST INCOME - UNCONSOLIDATED LIMITED PARTNERSHIP 992,500 994,536
-------------- --------------
Net loss $ (26,041,633) $ (27,503,633)
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
STATEMENT OF PARTNERS' CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Limited Partners
-----------------------------
Ordinary Preferred
General Capital Capital
Partners Accounts Account Total
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1996 $ 624,614 $ 10,543,510 $ 191,261,263 $ 202,429,387
Net loss (458,677) (7,741,936) (17,841,020) (26,041,633)
Preference allocation (165,937) (2,801,574) 2,967,511 --
---------- ------------ -------------- -------------
BALANCE, June 30, 1997 $ -- $ -- $ 176,387,754 $ 176,387,754
========== ============ ============== =============
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (26,041,633) $(27,503,633)
Adjustments to reconcile net loss to net cash provided by
operating activities-
Equity in loss of unconsolidated limited partnerships 20,216,115 22,489,647
Changes in assets and liabilities-
Interest receivable from unconsolidated limited partnership (992,500) (994,536)
Accrued interest on note payable 6,818,018 6,008,522
------------- ------------
Net cash provided by operating activities -- --
------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES: -- --
------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES: -- --
------------- ------------
CASH, beginning and end of period $ -- $ --
============= ============
CASH PAID FOR INTEREST $ -- $ --
============= ============
CASH PAID FOR TAXES $ -- $ --
============= ============
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Basis of Presentation
In connection with a reorganization under common control, the assets of certain
cable television systems located in Connecticut and Missouri were contributed
from CCA Acquisition Corp. (CAC) and its wholly owned subsidiary, Cencom Cable
Entertainment, Inc., (CCE), respectively, to Charter Communications
Entertainment, L.P. (the "Partnership"). CAC and CCE owned and operated the
systems during the first nine months of 1995. These systems were immediately
contributed to a newly formed partnership, Charter Communications Entertainment
I, L.P. (CCE-I). The Partnership, CAC, CCE and CCE-I are all indirectly owned
approximately 85% by Kelso Investment Associated V, L.P., an investment fund,
together with an affiliate (collectively referred to as "Kelso" herein) and
certain other individuals, and approximately 15% by Charter Communications, Inc.
(Charter). Therefore, this series of transactions is a reorganization under
common control and has been accounted for in a manner similar to a pooling of
interests. Accordingly, the financial statements reflect the activity of these
systems for the entire year.
In January 1995, CAC completed the acquisition of certain cable television
systems from Crown Media, Inc. (Crown), a subsidiary of Hallmark Cards,
Incorporated ("Hallmark") (the "Crown Transaction"). On September 29, 1995, CAC
and CCT Holdings Corp. (CCT Holdings), an entity affiliated with CCA Holdings
Corp. ("CCA Holdings") by common ownership, entered into an Asset Exchange
Agreement whereby CAC exchanged a 1% undivided interest in all of its assets for
a 1.22% undivided interest in certain assets to be acquired by CCT Holdings from
an affiliate of Gaylord Entertainment Company, Inc. (Gaylord). In September
1995, CCT Holdings acquired certain cable television systems from Gaylord. Upon
execution of the Asset Purchase Agreement, CAC and CCT Holdings entered into a
series of agreements to contribute the assets acquired under the Crown
Transaction to CCE-I and certain assets acquired in the Gaylord acquisition to
Charter Communications Entertainment II, L.P. (CCE-II). As a result of entering
into these agreements, CCA Holdings, the parent company of CAC owns a 55%
interest and CCT Holdings owns a 45% interest in the combined operations of
CCE-I and CCE-II, respectively. The net loss of CCE-I for the period prior to
September 29, 1995, was allocated entirely to CCA Holdings.
As a result of these transactions, CCE owns a 33% limited partnership interest
in the Partnership, CAC owns a 21% limited partnership interest in the
Partnership and CCT Holdings owns a 44% limited partnership interest in the
Partnership. CAC and CCT Holdings each own a 1% general partnership interest
in the Partnership. The Partnership will terminate no later than December 31,
2055, as provided in its partnership agreement (the "Partnership Agreement").
The accompanying unaudited financial statements of the Partnership have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
Investment in Unconsolidated Limited Partnerships
The Partnership has a 97.78% limited partnership interest in both CCE-I and
CCE-II. CCE-I is controlled by CAC and CCE-II is controlled by CCT Holdings
through their general partnership interests and provisions within the various
partnership agreements; therefore, the Partnership's investment in these
entities is accounted for using the equity method of accounting. Under this
method, the investments are originally recorded at cost and are subsequently
adjusted to recognized the Partnership's share of net earnings or losses as they
occur and distributions when received.
8
<PAGE> 9
2. RESPONSIBILITY FOR INTERIM FINANCIAL STATEMENTS:
The accompanying financial statements are unaudited; however, in the opinion of
management, such statements include all adjustments necessary for a fair
presentation of the results for the periods presented. The interim financial
statements should be read in conjunction with the financial statements and notes
thereto as of and for the year ended December 31, 1996. Interim results are not
necessarily indicative of results for a full year.
3. INVESTMENTS IN UNCONSOLIDATED LIMITED PARTNERSHIPS
Summary financial information of CCE-I and CCE-II for the three and six month
periods ended June 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
Charter Communications Entertainment I, L.P.
----------------------------------------------------------
For the Three Months Ended For the Six Months Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Service revenues $41,985,891 $37,017,924 $ 82,472,625 $ 67,830,748
Income (loss) from operations 4,533,801 664,071 7,928,708 (583,105)
Net loss (5,407,096) (7,828,990) (11,440,905) (16,967,955)
<CAPTION>
Charter Communications Entertainment II, L.P.
----------------------------------------------------------
For the Three Months Ended For the Six Months Ended
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Service revenues $24,674,583 $22,493,461 $ 47,344,146 $ 44,468,574
Income from operations 1,789,252 1,521,211 2,372,111 2,423,058
Net loss (5,761,604) (2,689,985) (9,234,197) (6,032,298)
</TABLE>
As of June 30, 1997, CCE-I provided cable television service to approximately
340,900 basic subscribers in Connecticut, Illinois, Massachusetts, Missouri, and
New Hampshire, and CCE-II provided cable television service to approximately
173,200 basic subscribers in southern California.
4. LITIGATION
The Partnership is involved from time to time in routine legal matters
incidental to its business. Management, after consultation with its legal
counsel, believes that the resolution of such matters will not have a material
adverse effect on the Partnership's financial position or results of operations.
CCE-I is a named defendant in a purported class action lawsuit filed on October
20, 1995 on behalf of the Cencom Cable Income Partners, L.P. ("CCIP") limited
partners, which was filed in the Chancery Court of New Castle County, Delaware
(the "Action"). The Action named as defendants the general partner of CCIP, the
purchasers of all the systems previously owned by CCIP (which includes CCE-I and
certain other affiliates of Charter), Charter and certain individuals, including
the directors and executive officers of the general partner of CCIP. On
February 15, 1996, the Court of Chancery of the State of Delaware in and for New
Castle County dismissed all of the plaintiff's claims for injunctive relief
(including that which sought to prevent the consummation of the Illinois system
acquisition); the plaintiff's claims for money damages which may have resulted
from the sale by CCIP of its assets (including the Illinois system) remain
pending. Based upon, among other things, the advice of counsel, each of the
defendants to the Action believes the Action to be without merit and is
contesting it vigorously. In October, 1996, the plaintiff filed a Consolidated
Amended Class Action Complaint (the "Amended Complaint"). The general partner
of CCIP believes that portions of the Amended Complaint are legally inadequate
and in January 1997, filed a motion for summary judgment to dismiss all
remaining claims in the Action. There can be no assurance, however,
9
<PAGE> 10
that the plaintiff will not be awarded damages, some or all of which may be
payable by CCE-I, in connection with the Action.
CCE is a named defendant in two actions involving an affiliate of Charter,
Cencom Cable Income Partners II, L.P. ("CCIP II"), a public limited
partnership. On April 15, 1997, a complaint was filed, and on June 19, 1997,
an amended complaint was filed, in the Circuit Court of Jackson County,
Missouri by 269 individual plaintiffs who are limited partners of CCIP II
against Cencom Properties II, Inc., the general partner of CCIP II, Cencom
Partners Inc., the general partner of Cencom Partners, L.P., ("CPLP"), an
entity in which CCIP II invested certain named brokerage firms involved in the
original sale of the limited partnership units and CCE. CCE provided
management services to both CCIP II and CPLP and also owned all of the stock of
the general partners of each of these partnerships prior to mid-1994. The
plaintiffs allege that the defendants breached fiduciary duties, committed
fraud and made various misrepresentations in the marketing and sale of the CCIP
II limited partnership units. The plaintiffs seek recovery of the
consideration paid for their partnership units, restitution of all profits
received by the defendants in connection with the CCIP II transaction and
punitive damages. On June 10, 1997, a purported class action was filed in the
Court of Chancery of the State of Delaware, in and for New Castle County on
behalf of the limited partners of CCIP II against Cencom Properties II, Inc.,
CCE, Charter, certain other affiliates of Charter and certain individuals,
including officers of Charter or Cencom Properties II, Inc. The plaintiffs
allege that the defendants breached fiduciary duties and the terms of the CCIP
II partnership agreement in connection with the investment in Cencom Partners,
L.P., the management of certain CCIP II assets and the sale of the CCIP II
assets. The damages claimed by the plaintiffs are as yet unspecified. CCE
believes that it has meritorious defenses in both actions, including defenses
based on applicable statutes of limitations. CCE intends to defend the actions
vigorously. CCE is not able at this early stage to project the expenses which
will be associated with the actions or to predict any potential outcome or
exposure.
10
<PAGE> 11
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Since Charter Communications Entertainment, L.P. (the "Company") is a guarantor
of the $82.0 million Senior Subordinated Noted due 1999 (the "Notes"), an
obligation of CCA Holdings Corp. ("CCA Holdings Corp."), it is required to
record the debt as a liability for financial reporting purposes. Refer to CCA
Holdings quarterly report for the period ended June 30, 1997 filed on Form 10-Q
for additional information.
Equity in Loss of Unconsolidated Limited Partnerships
Equity in loss of unconsolidated limited partnerships pertains to the Company's
share of losses in Charter Communications Entertainment I, L.P. ("CCE-I") and
Charter Communications Entertainment II, L.P. ("CCE-II"). The Company maintains
a 97.78% non-controlling investment in both these entities. Equity in loss of
unconsolidated limited partnerships increased (decreased) by 6.2% and (10.1)% to
$10,920,756 and $20,216,115 for the three and six months ended June 30, 1997,
respectively, when compared to similar periods of 1996. These fluctuations are
due to results at CCE-I and CCE-II for the three and six months ended June 30,
1997.
Interest Expense
Interest expense increased by 13.5% and 13.5% to $3,410,510 and $6,818,018 for
the three and six months ended June 30, 1997, respectively, when compared to
similar period of 1996. The increase is attributed to the semi-annual
compounding inherent in the $82.0 million Senior Subordinated Notes due 1999
(the "Notes").
Net Loss
Net loss increased by 7.8% and 5.3% to $13,826,266 and $26,041,633 for the three
and six months ended June 30, 1997 when compared to similar periods of 1996.
Liquidity and Capital Resources
The Company has issued a guarantee of payment to the holders of the Notes.
Accordingly, the Notes have been reflected as a liability of the Company for
financial reporting purposes. The Notes are also guaranteed by CCA Acquisition
Corp. ("CAC"), the parent of the Company and a wholly-owned subsidiary of CCA
Holdings, and Cencom Cable Entertainment, Inc. (including the Company and CAC,
collectively the "Guarantors" herein).
The Company has no operations or significant assets, other than its investment
in CCE-I and CCE-II, and a subordinated note and interest receivable from
CCE-II. CCA Holdings and the Guarantors are dependent primarily upon
distributions from CCE-I to service the Notes. The Company's guarantee cannot
be enforced until repayment in full and termination of CCE-I and CCE-II's credit
facilities.
11
<PAGE> 12
Part II. Other Information
Item 1. Legal Proceedings
CCE-I is a named defendant in a purported class action lawsuit filed on October
20, 1995 on behalf of the Cencom Cable Income Partners, L.P. ("CCIP") limited
partners, which was filed in the Chancery Court of New Castle County, Delaware
(the "Action"). The Action named as defendants the general partner of CCIP, the
purchasers of all the systems previously owned by CCIP (which includes CCE-I and
certain other affiliates of Charter), Charter and certain individuals, including
the directors and executive officers of the general partner of CCIP. On
February 15, 1996, the Court of Chancery of the State of Delaware in and for New
Castle County dismissed all of the plaintiff's claims for injunctive relief
(including that which sought to prevent the consummation of the Illinois system
acquisition); the plaintiff's claims for money damages which may have resulted
from the sale by CCIP of its assets (including the Illinois system) remain
pending. Based upon, among other things, the advice of counsel, each of the
defendants to the Action believes the Action to be without merit and is
contesting it vigorously. In October, 1996, the plaintiff filed a Consolidated
Amended Class Action Complaint (the "Amended Complaint"). The general partner
of CCIP believes that portions of the Amended Complaint are legally inadequate
and in January 1997, filed a motion for summary judgment to dismiss all
remaining claims in the Action. There can be no assurance, however, that the
plaintiff will not be awarded damages, some or all of which may be payable by
CCE-I, in connection with the Action.
CCE is a named defendant in two actions involving an affiliate of Charter,
Cencom Cable Income Partners II, L.P. ("CCIP II"), a public limited
partnership. On April 15, 1997, a complaint was filed, and on June 19, 1997,
an amended complaint was filed, in the Circuit Court of Jackson County,
Missouri by 269 individual plaintiffs who are limited partners of CCIP II
against Cencom Properties II, Inc., the general partner of CCIP II, Cencom
Partners Inc., the general partner of Cencom Partners, L.P., ("CPLP"), an
entity in which CCIP II invested certain named brokerage firms involved in the
original sale of the limited partnership units and CCE. CCE provided
management services to both CCIP II and CPLP and also owned all of the stock of
the general partners of each of these partnerships prior to mid-1994. The
plaintiffs allege that the defendants breached fiduciary duties, committed
fraud and made various misrepresentations in the marketing and sale of the CCIP
II limited partnership units. The plaintiffs seek recovery of the
consideration paid for their partnership units, restitution of all profits
received by the defendants in connection with the CCIP II transaction and
punitive damages. On June 10, 1997, a purported class action was filed in the
Court of Chancery of the State of Delaware, in and for New Castle County on
behalf of the limited partners of CCIP II against Cencom Properties II, Inc.,
CCE, Charter, certain other affiliates of Charter and certain individuals,
including officers of Charter or Cencom Properties II, Inc. The plaintiffs
allege that the defendants breached fiduciary duties and the terms of the CCIP
II partnership agreement in connection with the investment in Cencom Partners,
L.P., the management of certain CCIP II assets and the sale of the CCIP II
assets. The damages claimed by the plaintiffs are as yet unspecified. CCE
believes that it has meritorious defenses in both actions, including defenses
based on applicable statutes of limitations. CCE intends to defend the actions
vigorously. CCE is not able at this early stage to project the expenses which
will be associated with the actions or to predict any potential outcome or
exposure.
Item 2. Change in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information
The Company filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 for the purpose of registering its $82.0 million Senior
Subordinated Notes due 1999 (the "Notes"). The registration of the Notes was
completed on July 29, 1997. By August 28, 1997, all of the outstanding Series A
Notes had been tendered and exchanged for Series B Senior Subordinated Notes due
1999.
12
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K
Exhibits
27 Financial Data Schedule
13
<PAGE> 14
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
FOR THE QUARTER ENDED JUNE 30, 1997
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.
CHARTER COMMUNICATIONS ENTERTAINMENT, L.P.
By: CCA Acquisition Corp.
its General Partner
By: /s/ Jerald L. Kent
---------------------------------------
Jerald L. Kent
President and
Chief Executive Officer
By: /s/Jerald L. Kent September 12, 1997
-------------------------
Jerald L. Kent
President and
Chief Executive Officer
By: /s/Kent D. Kalkwarf September 12, 1997
-------------------------
Kent D. Kalkwarf
Senior Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 288,049,174
<CURRENT-LIABILITIES> 0
<BONDS> 111,661,420
0
0
<COMMON> 176,387,754
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 288,049,174
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,920,756
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,410,510
<INCOME-PRETAX> (13,826,266)
<INCOME-TAX> 0
<INCOME-CONTINUING> (13,826,266)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13,826,266)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
