UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________.
Commission File Number : 333-26427-01
KDSM, INC.
(Exact name of Registrant as specified in its charter)
---------------------------
MARYLAND 52-1975792
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10706 BEAVER DAM ROAD
COCKEYSVILLE, MD 21030
(Address of principal executive offices)
(410) 568-1500
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year-
if changed since last report)
SINCLAIR CAPITAL
(Exact name of Registrant as specified in its charter)
---------------------------
DELAWARE 52-2026076
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2000 WEST 41ST STREET
BALTIMORE, MARYLAND 21211
(Address of principal executive offices)
(410) 467-5005
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year-
if changed since last report)
---------------------------
1
<PAGE>
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[ ]
As of May 8, 2000, there were 100 shares of Common Stock, $.01 par value of
KDSM, Inc., issued and outstanding and 2,000,000 shares of $200 million
aggregate liquidation value of 11 5/8% High Yield Trust Offered Preferred
Securities of Sinclair Capital, a subsidiary trust of KDSM, Inc., issued and
outstanding.
2
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KDSM, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended March 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 1999 and
March 31, 2000........................................................................... 4
Consolidated Statements of Operations for the Three Months
Ended March 31, 1999 and 2000............................................................ 5
Consolidated Statement of Stockholder's Equity for the Three Months
Ended March 31, 2000..................................................................... 6
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 1999 and 2000............................................................ 7
Notes to Unaudited Consolidated Financial Statements............................................ 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................................... 9
Item 3. Quantitative and Qualitative Disclosure About Market Risk............................. 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K......................................................... 12
Signature....................................................................................... 13
</TABLE>
3
<PAGE>
KDSM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 2000
-------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash............................................................................ $ 9 $ 8
Accounts receivable, net of allowance for doubtful accounts..................... 1,901 1,665
Dividends receivable from parent................................................ 1,085 1,085
Current portion of program contract costs....................................... 961 654
Prepaid expenses and other current assets....................................... 9 16
Deferred barter costs .......................................................... 29 31
-------------- --------------
Total current assets..................................................... 3,994 3,459
PROPERTY AND EQUIPMENT, net......................................................... 2,813 2,725
PROGRAM CONTRACT COSTS, less current portion........................................ 890 667
INVESTMENT IN PARENT PREFERRED SECURITIES........................................... 206,200 206,200
DUE FROM PARENT .................................................................... 16,927 18,347
OTHER ASSETS........................................................................ 5,892 5,732
ACQUIRED INTANGIBLE BROADCASTING ASSETS, net........................................ 31,345 31,232
-------------- --------------
Total Assets ............................................................ $ 268,061 $ 268,362
============== ==============
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable................................................................ $ 58 $ 27
Accrued liabilities............................................................. 353 414
Current portion of program contracts payable.................................... 1,915 1,602
Deferred barter revenues........................................................ 52 52
Subsidiary trust minority interest expense payable.............................. 969 969
-------------- --------------
Total current liabilities................................................ 3,347 3,064
PROGRAM CONTRACTS PAYABLE........................................................... 1,259 976
-------------- --------------
Total liabilities........................................................ 4,606 4,040
-------------- --------------
COMMITMENTS AND CONTINGENCIES
COMPANY OBLIGATED MANDATORILY REDEEMABLE SECURITIES OF SUBSIDIARY
TRUST HOLDING SOLELY KDSM SENIOR DEBENTURES .................................. 200,000 200,000
-------------- --------------
STOCKHOLDER'S EQUITY:
Common stock, $.01 par value, 1,000 shares authorized
and 100 shares issued and outstanding........................................ -- --
Additional paid-in capital...................................................... 51,149 51,149
Retained earnings............................................................... 12,306 13,173
-------------- --------------
Total stockholder's equity............................................... 63,455 64,322
-------------- --------------
Total Liabilities and Stockholder's Equity............................... $ 268,061 $ 268,362
============== ==============
</TABLE>
The accompanying notes are an integral part of these
unaudited consolidated statements.
4
<PAGE>
KDSM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 2000
------------- -------------
<S> <C> <C>
REVENUES:
Station broadcast revenues, net of agency commissions............... $ 2,193 $ 2,258
Revenues realized from station barter arrangements.................. 121 143
------------- -------------
Total revenues............................................... 2,314 2,401
------------- -------------
OPERATING EXPENSES:
Program and production.............................................. 330 430
Selling, general and administrative................................. 758 752
Expenses realized from station barter arrangements.................. 73 111
Amortization of program contract costs and net
realizable value adjustments..................................... 441 552
Depreciation and amortization of property and equipment............. 99 103
Amortization of acquired intangible broadcasting assets
and other assets................................................. 418 433
------------- -------------
Total operating expenses..................................... 2,119 2,381
------------- -------------
Broadcast operating income.................................... 195 20
------------- -------------
OTHER INCOME (EXPENSE):
Dividend and interest income........................................ 6,618 6,659
Subsidiary trust minority interest expense.......................... (5,812) (5,812)
------------- -------------
Income before allocation of consolidated federal income taxes
and state income taxes....................................... 1,001 867
ALLOCATION OF CONSOLIDATED FEDERAL INCOME TAXES......................... 491 --
STATE INCOME TAXES..................................................... 114 --
------------- -------------
NET INCOME............................................................. $ 396 $ 867
============= =============
</TABLE>
The accompanying notes are an integral part of these
unaudited consolidated statements.
5
<PAGE>
KDSM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(in thousands)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK CAPITAL EARNINGS EQUITY
---------- ------------ --------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1999.............. $ -- $ 51,149 $ 12,306 $ 63,455
Net income.......................... -- -- 867 867
---------- ------------ ------------- -------------
BALANCE, March 31, 2000................. $ -- $ 51,149 $ 13,173 $ 64,322
========== ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this
unaudited consolidated statement.
6
<PAGE>
KDSM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1999 2000
---------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................ $ 396 $ 867
Adjustments to reconcile net income to net cash flows from
opperating activities
Depreciation and amortization of property and equipment....... 99 103
Amortization of acquired intangible broadcasting assets and
other assets................................................ 418 433
Amortization of program contract costs and net realizable
value adjustments........................................... 441 552
Changes in assets and liabilities, net of effects of acquisitions
and dispositions-
Decrease in accounts receivable, net.......................... 263 236
Decrease (increase) in prepaid expenses and other current
assets...................................................... 12 (7)
(Decrease) increase in accounts payable and
accrued liabilities......................................... (20) 30
Increase in state deferred taxes.............................. 114 --
Net effect of change in deferred barter revenues
and deferred barter costs................................... (14) (2)
Payments on program contracts payable............................. (529) (618)
------------- -------------
Net cash flows from operating activities............................ 1,180 1,594
------------ ------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisition of property and equipment............................... (17) (15)
------------- -------------
Cash flows used in investing activities............................. (17) (15)
------------- -------------
CASH FLOWS USED IN FINANCING ACTIVITIES:
Net change in due from parent....................................... (1,168) (1,580)
------------- -------------
Cash flows used in financing activities......................... (1,168) (1,580)
------------- -------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS ........................................................ (5) (1)
CASH AND CASH EQUIVALENTS, beginning of period.......................... 7 9
------------ ------------
CASH AND CASH EQUIVALENTS, end of period................................$ 2 $ 8
============ ============
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Parent preferred stock dividends....................................$ 6,508 $ 6,508
============ ============
Subsidiary trust minority interest payments.........................$ 5,812 $ 5,812
============ ============
</TABLE>
The accompanying notes are an integral part of these
unaudited consolidated statements.
7
<PAGE>
KDSM, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of KDSM,
Inc., Sinclair Capital (a subsidiary trust), and KDSM Licensee Inc., which are
collectively referred to hereafter as "the Company" or "KDSM". KDSM, Inc. is a
television broadcaster serving the Des Moines, Iowa area through station KDSM on
Channel 17, a Fox affiliate. KDSM, Inc. is a wholly owned subsidiary of Sinclair
Broadcast Group, Inc. (Sinclair). In addition, KDSM, Inc. owns all of the issued
and outstanding common stock of KDSM Licensee, Inc. and all of the common trust
interests of Sinclair Capital. All intercompany amounts are eliminated in
consolidation.
INTERIM FINANCIAL STATEMENTS
The consolidated financial statements for the three months ended March 31, 1999
and March 31, 2000 are unaudited, but in the opinion of management, such
financial statements have been presented on the same basis as the audited
consolidated financial statements and include all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of the
financial position and results of operations, and cash flows for these periods.
As permitted under the applicable rules and regulations of the Securities and
Exchange Commission, these financial statements do not include all disclosures
normally included with audited consolidated financial statements, and,
accordingly, should be read in conjunction with the financial statements and
notes thereto as of December 31, 1998 and December 31, 1999 and for the years
then ended. The results of operations presented in the accompanying financial
statements are not necessarily representative of operations for an entire year.
2. CONTINGENCIES AND OTHER COMMITMENTS:
Lawsuits and claims are filed against us from time to time in the ordinary
course of business. These actions are in various preliminary stages, and no
judgments or decisions have been rendered by hearing boards or courts.
Management, after reviewing developments to date with legal counsel, is of the
opinion that the outcome of such matters will not have a material adverse effect
on our financial position or results of operations.
3. COMPANY OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF TRUST:
In March 1997, we completed an offering of $200 million aggregate liquidation
value of 11 5/8% High Yield Trust Offered Preferred Securities (the "HYTOPS") of
Sinclair Capital, a subsidiary trust of ours. The HYTOPS were issued March 12,
1997, mature March 15, 2009, are mandatorily redeemable at maturity, and provide
for quarterly distributions to be paid in arrears beginning June 15, 1997. We
utilized the proceeds of the offering combined with other capital contributions
to acquire $206.2 million of 12 5/8% Series C Preferred Stock (the "Parent
Preferred Securities") of Sinclair.
4. PARENT PREFERRED SECURITIES:
In March 1997, we utilized the proceeds of the HYTOPS combined with other
capital contributions to acquire $206.2 million of 12 5/8% Parent Preferred
Securities, issued by Sinclair. The Parent Preferred Securities were issued
March 12, 1997, mature March 15, 2009, are mandatorily redeemable at maturity,
and provide for quarterly distributions to be paid in arrears beginning June 15,
1997.
5. INCOME TAXES:
For the three months ended March 31, 2000, Sinclair had sufficient earnings and
profits from prior years to allow the Company to utilize its dividends received
deduction associated with the HYTOPS. As a result, no income tax provision was
required for the three months ended March 31, 2000. For the three months ended
March 31, 1999, Sinclair did not have sufficient earnings and profits to utilize
the dividends received deduction. As a result, we incurred tax expense of $605
for the three months ended March 31, 1999.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
unaudited financial statements of KDSM, Inc. and related notes included
elsewhere in this quarterly report and the audited financial statements and
Management's Discussion and Analysis contained in our Form 10-K, for the fiscal
year ended December 31, 1999.
This report includes or incorporates forward-looking statements. We have based
these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us, including, among other things:
o the impact of changes in national and regional economies,
o our ability to service our outstanding debt,
o successful integration of acquired television stations,
including achievement of synergies and cost reductions,
o pricing fluctuations in local and national advertising,
o volatility in programming costs, and
o the effects of governmental regulation of broadcasting.
Other matters set forth in this report including the risk factors set forth in
Sinclair Broadcast Group, Inc.'s Form 10-K filed with the Securities and
Exchange Commission on March 30, 2000, may also cause actual results in the
future to differ materially from those described in the forward-looking
statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this report might not occur.
The following table sets forth certain operating data for three months ended
March 31, 1999 and 2000:
<TABLE>
<CAPTION>
OPERATING DATA (dollars in thousands):
THREE MONTHS ENDED
MARCH 31,
1999 2000
---- ----
<S> <C> <C>
Net broadcast revenues (a).............................................. $ 2,193 $ 2,258
Barter revenues......................................................... 121 143
------------- -------------
Total revenues.......................................................... 2,314 2,401
------------- -------------
Operating costs (b)..................................................... 1,088 1,182
Expenses from barter arrangements....................................... 73 111
Depreciation and amortization (c)....................................... 958 1,088
------------- -------------
Broadcast operating income.............................................. 195 20
Dividend and interest income (d)........................................ 6,618 6,659
Subsidiary trust minority interest expense (e).......................... (5,812) (5,812)
-------------- --------------
Net income before income taxes.......................................... 1,001 867
Income taxes............................................................ 605 --
------------- -------------
Net income.............................................................. $ 396 $ 867
============= =============
OTHER DATA:
Broadcast cash flow (BCF) (f)....................................... $ 692 $ 573
BCF margin (g) 31.6% 25.4%
Adjusted EBITDA (h)................................................. $ 629 $ 496
Adjusted EBITDA margin (g).......................................... 28.7% 22.0%
Program contract payments........................................... $ 529 $ 618
Corporate management fees........................................... $ 63 $ 77
</TABLE>
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9
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- --------------------------------------------------------------------------------
a) "Net broadcast revenue" is defined as broadcast revenue net of agency
commissions.
b) "Operating costs" include programming and production expenses, selling,
general and administrative expenses and stock based compensation.
c) Depreciation and amortization includes amortization of program contract
costs and net realizable value adjustments, depreciation and
amortization of property and equipment, and amortization of acquired
intangible broadcasting assets and other assets including amortization
of deferred financing costs.
d) Dividend and interest income primarily results from dividends on the
Parent Preferred Securities.
e) Subsidiary trust minority interest expense represents distributions on
the HYTOPS.
f) "Broadcast cash flow" is defined as broadcast operating income plus
corporate overhead expense, depreciation and amortization (including
film amortization and excess syndicated programming), less cash
payments for program rights. Cash program payments represent cash
payments made for current programs payable and do not necessarily
correspond to program usage. We have presented broadcast cash flow
data, which we believe is comparable to the data provided by other
companies in the industry, because such data are commonly used as a
measure of performance for broadcast companies. However, broadcast cash
flow does not purport to represent cash provided by operating
activities as reflected in our consolidated statements of cash flows,
is not a measure of financial performance under generally accepted
accounting principles and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with
generally accepted accounting principles.
g) "Broadcast cash flow margin" is defined as broadcast cash flow divided
by net broadcast revenues. "Adjusted EBITDA margin" is defined as
Adjusted EBITDA divided by net broadcast revenues.
h) "Adjusted EBITDA" is defined as broadcast cash flow less corporate
expenses and is a commonly used measure of performance for broadcast
companies. Adjusted EBITDA does not purport to represent cash provided
by operating activities as reflected in our consolidated statements of
cash flows, is not a measure of financial performance under generally
accepted accounting principles and should not be considered in
isolation or as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles.
Net broadcast revenues increased to $2.3 million for the three months ended
March 31, 2000 from $2.2 million for the three months ended March 31, 1999, or
4.5%. The increase in net broadcast revenues for the three months ended March
31, 2000 as compared to the three months ended March 31, 1999, resulted from an
increase in local revenues of $39,000 and an increase in national revenues of
$26,000.
Operating costs increased to $1.2 million for the three months ended March 31,
2000 from $1.1 million for the three months ended March 31, 1999, or 9.1%. The
increase in operating costs for the three months ended March 31, 2000 as
compared to the three months ended March 31, 1999 was primarily related to an
increase in sales commissions as a result of an increase in broadcast revenues
and an increase in program and production costs, offset by a decrease in selling
general and administrative expenses.
Depreciation and amortization increased to $1.1 million for the three months
ended March 31, 2000 from $1.0 million for the three months ended March 31,
1999, or 10.0%. The increase in depreciation and amortization for the three
months ended March 31, 2000 as compared to the three months ended March 31,
1999, primarily resulted from an increase in amortization of program contracts.
Amortization of program contracts increased to $552,000 for the three months
ended March 3, 2000 from $441,000 for the three months ended March 31, 1999
primarily as a result of a increase in program additions to $2.0 million for the
year ended December 31, 1999 from $1.2 million for the year ended December 31,
1998. The majority of these program contracts were added at the end of the third
quarter of 1999 and are amortized on an accelerated basis.
Broadcast operating income decreased to $20,000 for the three months ended March
31, 2000 from $195,000 for the three months ended March 31, 1999, or 89.7%. The
decrease in broadcast operating income for the three months ended March 31, 2000
as compared to the three months ended March 31, 1999 was primarily attributable
to the increase in amortization of program contracts as noted above combined an
increase in operating costs offset by an increase in net broadcast revenues.
The income tax provision decreased to zero for the three months ended March 31,
2000 from $605,000 for the three months ended March 31, 1999. The decrease for
the three months ended March 31, 2000 as compared to the three months ended
March 31, 1999 is primarily a result of Sinclair's ability to use its dividends
received deduction associated with the HYTOPS. In previous quarters, the
dividends received deduction was not available because
10
<PAGE>
Sinclair did not have sufficient earnings and profits, however, for the three
months ended March 31, 2000, Sinclair did have sufficient earnings and profits
from prior years to allow us to use the dividends received deduction associated
with the HYTOPS. The Company's effective tax rate for the three months ended
March 31, 2000 and March 31, 1999 was zero and 60.4%, respectively. The decrease
in the Company's effective tax rate primarily resulted from the dividends
received deduction associated with the HYTOPS.
Net income increased to $867,000 for the three months ended March 31, 2000 from
$396,000 for the three months ended March 31, 1999. The increase for the three
months ended March 31, 2000 as compared to the three months ended March 31, 1999
primarily resulted from the decrease in the income tax provision, offset by a
decrease in broadcast operating income.
Broadcast cash flow decreased to $573,000 for the three months ended March 31,
2000 from $692,000 for the three months ended March 31, 1999, or 17.2%. The
decrease in broadcast cash flow for the three months ended March 31, 2000 as
compared to the three months ended March 31, 1999 primarily resulted from an
increase in operating expenses and an increase in film payments related to the
increase in program contract additions as noted above, offset by increase in net
broadcast revenues. For the reasons noted above, our broadcast cash flow margin
decreased to 25.4% for the three months ended March 31, 2000 from 31.6% for the
three months ended March 31, 1999.
Adjusted EBITDA decreased to $496,000 for the three months ended March 31, 2000
from $629,000 for the three months ended March 31, 1999, or 21.1%. The decrease
in adjusted EBITDA for the three months ended March 31, 2000 as compared to the
three months ended March 31, 1999 resulted from the circumstances affecting the
broadcast cash flow as noted above. For reasons noted above, our adjusted EBITDA
margin decreased to 22.0% for the three months ended March 31, 2000 from 28.7%
for the three months ended March 31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, we had cash balances of approximately $8,000 and working
capital of approximately $395,000. Our primary source of liquidity is cash from
operations which management believes to be sufficient to meet operating cash
requirements. Cash requirements or excess cash from operations are funded by or
deposited into Sinclair's centralized banking system utilized by all of its
wholly owned subsidiaries.
We do not anticipate capital expenditures in the coming year to exceed
historical capital expenditures, which were approximately $151,000 in 1999. If
we are required to make capital expenditures to keep up with emerging
technologies, management believes it will be able to fund such expenditures from
its cash flow and from the proceeds of indebtedness or financing that is allowed
to be incurred or obtained under our Senior Debenture Indenture (provided that
our debt to Adjusted EBITDA ratio is 4 to 1 or less) or from capital
contributions from Sinclair to the extent permitted under Sinclair's debt
instruments. Under these instruments, Sinclair would currently be able to make
capital contributions to us in an amount we believe is sufficient to cover such
costs if we chose to do so.
11
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
NOT APPLICABLE
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
NONE.
12
<PAGE>
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 on the 11th day of May.
KDSM, INC.
by: /s/ Thomas E. Severson
--------------------------------------------
Thomas E. Severson
Vice President, Chief Accounting Officer and
Duly Authorized Signatory
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001039583
<NAME> KDSM, INC.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 8
<SECURITIES> 0
<RECEIVABLES> 1,688
<ALLOWANCES> 23
<INVENTORY> 0
<CURRENT-ASSETS> 3,459
<PP&E> 4,153
<DEPRECIATION> 1,428
<TOTAL-ASSETS> 268,362
<CURRENT-LIABILITIES> 3,064
<BONDS> 0
200,000
64,322
<COMMON> 0
<OTHER-SE> 268,362
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 2,401
<TOTAL-REVENUES> 0
<CGS> 2,381
<TOTAL-COSTS> (6,659)
<OTHER-EXPENSES> 5,812
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,812
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 867
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 867
<EPS-BASIC> 8,671
<EPS-DILUTED> 8,671
</TABLE>
