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, 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 333-50049
DTI Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri 43-1674259
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8112 Maryland Ave, 4th Floor
St. Louis, Missouri 63105
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (314) 253-6600
Check here whether the issuer (1) has filed all reports required to be filed by
Sections 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 [_] No [X]
As of November 13, 1998, the following shares of the Registrant's common stock
were issued and outstanding:
Common Stock ($.01 par value) 30,000,000
<PAGE>
DTI HOLDINGS, INC.
FORM 10-Q
September 30, 1998
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at June 30, 1998 and
September 30, 1998 (Unaudited) 1
Condensed Consolidated Statements of Operations for the Three
Months Ended September 30, 1997 and 1998 (Unaudited) 2
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 30, 1997 and 1998 (Unaudited) 3
Notes to Condensed Consolidated Financial Statements
(Unaudited) 4 - 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6 - 10
Item 3: Quantitative and Qualitative Disclosures About Market Risk 10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
Signatures
Exhibit Index
<PAGE>
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
DTI HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<CAPTION>
June 30, September 30,
1998 1998
-------- -------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents...................... $251,057,274 $240,346,996
Accounts receivable............................ 501,612 708,985
Prepaid and other current assets............... 69,635 30,208
------------ ------------
Total current assets...................... 251,628,521 241,086,189
Property and equipment, net...................... 77,771,527 106,754,523
Deferred financing costs, net of amortization
of $509,869 and $918,911.................. 10,028,558 10,144,693
Deferred tax asset............................... 3,234,331 3,234,331
Other assets..................................... 202,223 60,985
----------- -----------
Total..................................... $342,865,160 $361,280,721
============ ============
Liabilities and stockholders' equity:
Current liabilities:
Accounts payable............................... $ 4,722,418 $ 17,148,020
Taxes payable (other than income taxes)........ 1,830,668 2,055,668
Other current liabilities...................... 83,605 243,226
------------ ------------
Total current liabilities................. 6,636,691 19,446,914
Deferred revenues................................ 16,814,488 19,323,390
Senior discount notes, net of unamortized
discount of $9,465,882 and $9,101,981..... 277,455,859 286,241,885
Other long-term liabilities...................... 100,000
------------ ------------
Total liabilities......................... 300,907,038 325,112,189
------------ ------------
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.01 par value, 20,000 shares
authorized, no shares issued and
outstanding................................ -- --
Convertible series A preferred stock, $.01 par
value, (aggregate liquidation preference
of $45,000,000) 30,000 shares authorized,
issued and outstanding..................... 300 300
Common stock, $.01 par value, 100,000,000
shares authorized, 30,000,000 shares issued
and outstanding............................ 300,000 300,000
Additional paid-in capital.................... 44,013,063 44,213,063
Common stock warrants......................... 10,421,336 10,421,336
Unearned compensation......................... -- (100,000)
Accumulated deficit........................... (12,776,577) (18,666,167)
------------ ------------
Total stockholders' equity............... 41,958,122 36,168,532
------------ ------------
Total........................................... $342,865,160 $361,280,721
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
DTI HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended
September 30,
1997 1998
------------- ------------
<S> <C> <C>
REVENUES:
Telecommunications services:
Carrier's carrier services................ $ 317,662 $ 1,624,532
End-user services......................... 134,420 115,117
------------ -----------
Total revenues......................... 452,082 1,739,649
------------ -----------
OPERATING EXPENSES:
Telecommunications services............... 183,806 992,644
Selling, general and administrative....... 654,080 1,536,538
Depreciation and amortization............. 361,750 692,000
----------- -----------
Total operating expenses............... 1,199,636 3,221,182
----------- ----------
LOSS FROM OPERATIONS........................ (747,554) (1,481,533)
OTHER INCOME (EXPENSES):
Interest income........................... 52,277 3,343,510
Interest expense.......................... -- (7,751,567)
----------- -----------
Loss before income tax benefit......... (695,277) (5,889,590)
INCOME TAX BENEFIT.......................... 278,000 --
------------ -----------
NET LOSS.................................... $ (417,277) $(5,889,590)
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
DTI HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1997 1998
------------- -----------
<S> <C> <C>
Cash flows provided by operating activities..... $ 426,889 $ 19,489,895
------------ -------------
Cash flows from investing activities:
Increase in network and equipment............. (12,807,368) (29,674,996)
------------ -------------
Net cash used in investing activities...... (12,807,368) (29,674,996)
------------ -------------
Cash flows form financing activities:
Proceeds from issuance of redeemable
convertible preferred stock................. 9,150,000
Deferred financing costs........................ -- (525,177)
------------ -------------
Cash flows provided by (used in) financing
activities................................. 9,150,000 (525,177)
------------ -------------
Net increase in cash and cash equivalents..... (3,230,479) (10,910,278)
Cash and cash equivalents, beginning of
period..................................... 4,366,906 251,057,274
------------ -------------
Cash and cash equivalents, end of period...... $ 1,136,427 $240,346,996
============ =============
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
DTI HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
1. PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements.
In the opinion of the management of DTI Holdings, Inc. and subsidiary (the
"Company" or "DTI") the accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting of normal recurring adjustments)
considered necessary to present fairly the Company's financial information for
the interim periods presented and have been prepared in accordance with
generally accepted accounting principles. The interim results of operations are
not necessarily indicative of results that may be expected for any other interim
period or for the full year.
The financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended June 30,
1998 included in the Company's Form 10-K filed with the Securities and Exchange
Commission. Accordingly, note disclosures which would substantially duplicate
the disclosures in the audited financial statements have been omitted.
2. COMMITMENTS AND CONTINGENCIES
On June 20, 1995, the Company and its President were named as defendants in
a suit in which the plaintiff alleges that (i) the plaintiff entered into an
oral contract with the defendants pursuant to which the plaintiff was to receive
a percentage of the Company's common stock, (ii) the plaintiff provided services
to the Company for which the plaintiff was not and should be compensated, and
(iii) the defendants misrepresented certain facts to the plaintiff in order to
induce him to loan money and provide services to the defendants. Based on these
allegations, the plaintiff is suing for breach of contract and fraud and is
seeking actual monetary damages, punitive damages and a percentage of the common
stock of the Company. Management believes the plaintiff's claims are without
merit and intends to vigorously defend the claims. It is not possible to
determine what impact, if any, the outcome of this litigation might have on the
financial condition, results of operations or cash flows of the Company at this
time. The President has agreed personally to indemnify the Company against any
and all losses and damages resulting from any judgments and awards rendered
against the Company in this litigation. However, no guarantee can be made as to
the ability to satisfy all such amounts. The President has also agreed to
indemnify the holder of the convertible preferred stock from such losses and
damages, and has pledged his stock ownership in the Company to secure such
obligation.
The Company has received notice from a customer that it intends to set off
against amounts payable to the Company $15,000 per month, which as of September
30, 1998 totaled approximately $135,000 (in addition to $400,000 previously set
off against other payments) as damages and penalties under the Company's
contract with that customer due to the failure by the Company to meet certain
construction deadlines, and such customer reserved its rights to seek other
remedies under the contract. The Company believes that if such $135,000 setoff
were to be made, it would not be material to the Company's business, financial
position or results of operations. The Company is behind schedule with respect
to such contract as a result of such customer's not obtaining on behalf of the
Company certain rights-of-way required for completion of certain network
facilities, and the Company's limitations on its financial and human resources,
particularly prior to the Senior Discount Notes Offering. The Company has
obtained alternative rights-of-way and hired additional construction supervisory
personnel to accelerate the completion of such construction. Upon completion and
turn-up of services, such customer is contractually required to pay the Company
a lump sum of approximately $4.2 million for the Company's telecommunications
services over its network
From time to time the Company is named as a defendant in routine lawsuits
incidental to its business. The Company believes that none of such current
proceedings, individually or in the aggregate, will have a material adverse
effect on the Company's financial position, results of operations or cash flows.
During fiscal 1999, the Company has made and will continue to make material
commitments related to the expansion of its network.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended September 30, 1997 Compared to Three Months Ended September
30, 1998
REVENUE
Total revenue increased 285%, from $452,000 in 1997 to $1.7 million in
1998, due to increased revenue from carrier's carrier services. Revenue from
carrier's carrier services increased 411% principally from increased sales of
wholesale network capacity agreements on the Company's completed routes.
OPERATING EXPENSES
Operating expenses increased 168%, from $1.2 million in 1997 to $3.2
million in 1998. The increase is primarily attributable to increased
telecommunications services expenses which increased $809,000 for the quarter
over the same quarter in 1997 due to increased personnel costs to support the
expansion of the DTI network, as well as increased costs related to property
taxes and other costs in connection with leasing capacity to support customers
in areas not yet reached by the DTI network. The increase is also due to
selling, general and administrative expenses which increased $882,000 over 1997
due principally to an increase in administrative and sales personnel and the
expenses of supporting these personnel. Depreciation and amortization increased
$330,000 over the comparable 1997 quarter due to higher amounts of plant and
equipment being in service in 1998 versus 1997. Depreciation and amortization
will continue to increase in conjunction with spending on capital assets to
increase network capacity.
INTEREST AND OTHER INCOME (EXPENSE)
Net interest and other income (expense) increased from net income of
$52,000 in 1997 to net expense of $4.4 million in 1998. This is due primarily to
the issuance of the Company's Senior Discount Notes in February 1998, which
resulted in increased non-cash interest expense, offset in part by interest
income earned on the portion of the proceeds from the Senior Discount Notes
invested in short-term investment-grade securities.
INCOME TAXES
An income tax benefit of $278,000 was recorded in the three month period
ended September 30, 1997 compared to no benefit or provision in the comparable
period in 1998. Management believes it is more likely than not that it will
generate taxable income sufficient to realize the tax benefit associated with
future deductible temporary differences and net operating loss carryforwards
prior to their expiration. However, a valuation allowance is being provided
against the deferred tax asset generated from the nondeductible interest expense
related to the Company's Senior Discount Notes issued in February 1998.
NET LOSS
Net loss for the three months ended September 30, 1997 was $417,000
compared to $5.9 million for the three months ended September 30, 1998 as a
result of the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1998, the Company had $240.3 million of cash and cash
equivalents. The decrease of $10.9 million in the Company's cash and cash
equivalents for the three months ended September 30, 1998 was primarily due to
expenditures on the Company's property and equipment as the Company continues to
expand its network.
The net cash provided by operating activities was $19.5 million for the
quarter ended September 30, 1998 compared to $427,000 in the comparable period
in 1997, primarily as a result of an increase in accounts payable associated
with the continued development of the Company's network and an increase in
deferred revenues associated with a dark fiber sale.
Cash used in investing activities for the quarter ended September 30, 1998
was $29.7 million compared to $12.8 million for the comparable period of 1997.
The increase reflects the purchase of network and equipment to be used in the
Company's operations.
Cash provided by (used in) financing activities was $(525,000) in the first
quarter of fiscal 1999, compared to $9.2 million from the issuance of redeemable
convertible preferred stock in the first quarter of fiscal 1998, as the Company
did not enter into any new financing transactions in the first quarter of fiscal
1999.
To achieve its business plan, DTI will need significant financing to fund
its capital expenditure, working capital and debt service requirements and its
anticipated future operating losses. The Company's estimated capital
requirements primarily include the estimated cost of (i) constructing
approximately half of the planned DTI network routes, (ii) purchasing, for cash,
fiber optic facilities pursuant to long-term IRUs for planned routes that the
Company will neither construct nor acquire through swaps with other
telecommunication carriers, and (iii) additional network expansion activities,
including the construction of additional local loops in secondary and tertiary
cities as network traffic volume increases. The Company estimates that total
capital expenditures necessary to complete the DTI network will be approximately
$780 million, of which the Company had expended $111 million as of September 30,
1998. During the balance of calendar 1998 and all of calendar 1999, the Company
anticipates its capital expenditure priorities will be focused principally on
expanding from its existing Missouri/Arkansas base by building additional
regional rings that adjoin existing rings and those that initiate new rings in
areas in which strong carrier interest has been expressed. The Company
anticipates that its existing financial resources will be adequate to fund the
abovementioned priorities and its existing capital commitments, principally
payments required under existing preliminary and definitive IRU and short-term
lease agreements, totaling $125 million which are payable in varying
installments over the period through December 31, 1999. In addition, the Company
has a commitment at September 30, 1998 for eight telecommunications switches
totaling $15 million which is cancelable upon the payment of a cancellation fee
of $42,000 for each of the remaining unpurchased switches. The Company also may
require additional capital in the future to fund operating deficits and net
losses and for potential strategic alliances, joint ventures and acquisitions.
These activities could require significant additional capital not included in
the foregoing estimated capital requirements.
As of September 30, 1998, DTI had $240.3 million of cash and cash
equivalents. Such amount is expected to provide sufficient liquidity to meet the
Company's operating and capital requirements through approximately December 31,
1999. Subsequent to such date, DTI's operating and capital requirements are
expected to be funded, in large part, out of additional debt or equity
financing, advance payments under IRUs and wholesale network capacity
agreements, and available cash flow from operations, if any. The Company is
exploring the possibility of an additional high yield debt offering, a
commercial credit facility and equity sales, but has no specific plans at this
time. The Company is in various stages of discussions with potential customers
for IRUs, wholesale network capacity agreements and regional ring service
agreements. There can be no assurance, however, that the Company will continue
to obtain advance payments from customers prior to commencing construction of,
or obtaining IRUs for, planned routes, that it will be able to obtain financing
under any credit facility or that other sources of capital will be available on
a timely basis or on terms that are acceptable to the Company and within the
restrictions under the Company's existing financing arrangements, or at all. If
the Company fails to obtain the capital required to complete the DTI network,
the Company could modify, defer or abandon plans to build or acquire certain
portions of the DTI network. The failure of the Company, however, to raise the
substantial capital required to complete the DTI network could have a material
adverse effect on the Company. The actual amount and timing of DTI's capital
requirements may differ materially from those estimates depending on demand for
the Company's services, and the Company's ability to implement its current
business strategy as a result of regulatory, technological and competitive
developments (including market developments and new opportunities) in the
telecommunications industry.
Subject to the Indenture provisions that limit restrictions on the ability
of any of the Company's Restricted Subsidiaries to pay dividends and make other
payments to the Company, future debt instruments of Digital Teleport may impose
significant restrictions that may affect, among other things, the ability of
Digital Teleport to pay dividends or make loans, advances or other distributions
to the Company. The ability of Digital Teleport to pay dividends and make other
distributions also will be subject to, among other things, applicable state laws
and regulations. Although the Senior Discount Notes do not require cash interest
payments until September 1, 2003, at such time the Senior Discount Notes will
require annual cash interest payments of $63.25 million. In addition, the Senior
Discount Notes mature on March 1, 2008. The Company currently expects that the
earnings and cash flow, if any, of Digital Teleport will be retained and used by
such subsidiary in its operations, including servicing its own debt obligations.
The Company does not anticipate that it will receive any material distributions
from Digital Teleport prior to September 1, 2003. Even if the Company determined
to pay a dividend on or make a distribution in respect of the capital stock of
Digital Teleport, there can be no assurance that Digital Teleport will generate
sufficient cash flow to pay such a dividend or distribute such funds to the
Company or that applicable state law and contractual restrictions, including
negative covenants contained in any future debt instruments of Digital Teleport,
will permit such dividends or distributions. The failure of Digital Teleport to
pay, or to generate sufficient earnings or cash flow to distribute, any cash
dividends or make any loans, advances or other payments of funds to the Company
would have a material adverse effect on the Company's ability to meet its
obligations on the Senior Discount Notes. Further, there can be no assurance
that the Company will have available, or will be able to acquire from
alternative sources of financing, funds sufficient to repurchase the Senior
Discount Notes in the event of a Change of Control.
The Company has received notice from a customer that it intends to set off
against amounts payable to the Company $15,000 per month, which as of September
30, 1998 totaled approximately $135,000 (in addition to $400,000 previously set
off against other payments) as damages and penalties under the Company's
contract with that customer due to the failure by the Company to meet certain
construction deadlines, and such customer reserved its rights to seek other
remedies under the contract. The Company believes that if such $135,000 setoff
were to be made, it would not be material to the Company's business, financial
position or results of operations. The Company is behind schedule with respect
to such contract as a result of such customer's not obtaining on behalf of the
Company certain rights-of-way required for completion of certain network
facilities, and the Company's limitations on its financial and human resources,
particularly prior to the Senior Discount Notes Offering. The Company has
obtained alternative rights-of-way and hired additional construction supervisory
personnel to accelerate the completion of such construction. Upon completion and
turn-up of services, such customer is contractually required to pay the Company
a lump sum of approximately $4.2 million for the Company's telecommunications
services over its network
YEAR 2000
While the Company believes that its existing systems and software
applications are Year 2000 compliant, there can be no assurance until the year
2000 that all of the Company's systems and software applications then in place
will function adequately. The failure of the Company's systems or software
applications to accommodate the year 2000 could have a material adverse effect
on its business, financial condition and results of operations. Further, if the
systems or software applications of telecommunications equipment suppliers,
ILECs, IXCs or others on whose services or products the Company depends or with
whom the Company's systems must interface are not Year 2000 compliant, it could
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company intends to continue to monitor the
performance of its accounting, information and processing systems and software
applications and those of its third-party constituents to identify and resolve
any Year 2000 issues. To the extent necessary, the Company may need to replace,
upgrade or reprogram certain systems to ensure that all interfacing applications
will be Year 2000 compliant when operating jointly. Based on current
information, the Company does not expect that the costs of such replacements,
upgrades and reprogramming will be material to its business, financial condition
or results of operations. Most major domestic carriers have announced that they
expect to achieve Year 2000 compliance for their networks and support systems by
mid-1999; however, other domestic and international carriers and other
third-party constituents may not be Year 2000 compliant, and failures on their
networks and systems could adversely affect the operation of the Company's
networks and support systems and have a material adverse effect on the Company's
business, financial condition and results of operations. The Company has not
developed a contingency plan with respect to the failure of its systems or the
systems of its suppliers or other carriers to achieve year 2000 compliance.
FORWARD LOOKING STATEMENTS
Certain statements throughout Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this quarterly
report are "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and involve known and unknown risks,
uncertainties and other factors that may cause actual events or results to
differ materially from those expressed or implied by the forward looking
statements. The most important factors that could prevent the Company from
achieving its stated goals include, but are not limited to, (a) failure to
obtain substantial amounts of additional financing at reasonable costs and on
acceptable terms, (b) failure to effectively and efficiently manage the
expansion and construction of the Company's network, (c) failure to enter into
additional indefeasible rights to use ("IRUs") and/or wholesale network capacity
agreements, (d) failure to obtain and maintain sufficient rights-of-way, (e)
intense competition and pricing decreases, (f) potential for rapid and
significant changes in telecommunications technology and their effect on the
Company's business, and (g) adverse changes in the regulatory environment.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
3.1 Restated Articles of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (File No. 333-50049)(the "S-4")).
3.2 Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the S-4).
27 Financial Data Schedule
(b) Reports on Form 8-K
(1) Form 8-K date September 1, 1998 was filed pursuant to Item 7
(Financial Statements and Exhibits)
(2) Form 8-K dated October 7, 1998 was filed pursuan to Item 6
(Resignation of Registrant's Directors) and Item 7.
<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.
DTI HOLDINGS, INC.
Date: November 13, 1998 /S/Gary W. Douglass
----------------- -------------------
Gary W. Douglass, Senior Vice President
Finance and administration and
Chief Financial Officer (Principal
Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
3.1 Restated Articles of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (File No. 333-50049)(the "S-4")).
3.2 Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the S-4).
27 Financial Data Schedule
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed consolidated balance sheet and the condensed consolidated statement of
operations of DTI Holdings, Inc. filed as part of the quarterly report on Form
10-Q and is qualified in its entirety by reference to such quarterly report on
Form 10-Q.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Jun-30-1999
<PERIOD-START> Jul-01-1998
<PERIOD-END> Sep-30-1998
<CASH> 240,346,996
<SECURITIES> 0
<RECEIVABLES> 708,985
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 241,086,189
<PP&E> 110,711,953
<DEPRECIATION> 3,957,430
<TOTAL-ASSETS> 361,280,721
<CURRENT-LIABILITIES> 19,446,914
<BONDS> 286,241,885
300
0
<COMMON> 300,000
<OTHER-SE> 35,868,232
<TOTAL-LIABILITY-AND-EQUITY> 361,280,721
<SALES> 0
<TOTAL-REVENUES> 1,739,649
<CGS> 0
<TOTAL-COSTS> 3,221,182
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (7,751,567)
[INTEREST-INCOME] 3,343,510
<INCOME-PRETAX> (5,889,590)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,889,590)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,889,590)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
