<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the
|X| Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
Transition Report Pursuant to Section 13 or 15(d) of
| | the Securities Exchange Act of 1934
COMMISSION FILE NO. 333-61211
RADIO UNICA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0776004
(State of Incorporation) (I.R.S. Employer
Identification Number)
8400 N.W. 52ND STREET, SUITE 100
MIAMI, FL 33166
(Address of principal executive offices) (Zip Code)
305-463-5000
(Registrant's telephone number, including area code)
N/A
(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 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 / /
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of May 11, 1999, 100 shares of Common Stock, $.01 par value
were outstanding.
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RADIO UNICA CORP.
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements............................................ 2
Item 2. Management's Discussion and Analysis............................ 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................... 11
Item 2. Changes in Securities........................................... 11
Item 3. Defaults Upon Senior Securities................................. 11
Item 4. Submission of Matters to a Vote of Security Holders............. 11
Item 5. Other Information............................................... 11
Item 6. Exhibits and Reports on Form 8-K................................ 11
<PAGE> 3
RADIO UNICA CORP.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 13,880,967 $ 38,894,144
Restricted cash 3,635,553 12,600,000
Accounts receivable, net of allowance for doubtful
accounts of $147,208 and $116,031, respectively 1,541,750 1,232,402
Prepaid expenses 1,163,502 5,012,001
------------ ------------
Total current assets 20,221,772 57,738,547
Property and equipment, net 13,540,346 11,769,654
Broadcast licenses, net of accumulated amortization
of $1,322,434 and $752,775, respectively 71,811,923 43,729,708
Other intangible assets, net 10,287,930 9,894,522
Other assets 273,888 373,142
------------ ------------
$116,135,859 $123,505,573
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
- --------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 352,437 $ 922,064
Accrued expenses 2,994,822 3,199,347
Notes payable 817,233 750,000
------------ ------------
Total current liabilities 4,164,492 4,871,411
Deferred taxes 1,641,990 1,641,990
Senior discount notes 108,085,559 105,029,128
Commitments and contingencies
Series A redeemable cumulative preferred stock of Radio Unica
Holdings Corp.; $.01 par value; 450,000 shares authorized;
353,907 and 353,560 issued and outstanding at March 31, 1999
and December 31, 1998, respectively 39,269,540 38,266,437
Stockholders' deficit:
Common stock: $.01 par value; 1,000 shares authorized,
100 shares issued and outstanding 1 1
Capital deficiency (3,569,888) (2,611,337)
Accumulated deficit (33,455,835) (23,692,057)
------------ ------------
Total stockholders' deficit (37,025,723) (26,303,394)
------------ ------------
$116,135,859 $123,505,572
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
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RADIO UNICA CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------------------
1999 1998
- --------------------------------------------------------------------------------- -----------------
<S> <C> <C>
Net revenue $ 1,765,914 $ 561,583
Operating expenses:
Direct operating expenses 731,910 218,174
Selling, general and administrative expenses 2,977,408 1,740,450
Network expenses 3,239,237 1,622,166
Corporate expenses 671,213 633,352
Depreciation and amortization 1,083,921 252,244
------------ ------------
8,703,689 4,466,386
------------ ------------
Loss from operations (6,937,775) (3,904,803)
Other income (expense):
Interest expense (3,274,860) --
Interest income 448,856 26,734
Equity in income of equity investee -- 10,868
------------ ------------
(2,826,004) 37,602
------------ ------------
Net loss (9,763,779) (3,867,201)
Accrued dividends on Series A redeemable
cumulative preferred stock 958,553 481,712
------------ ------------
Net loss applicable to common shareholders $(10,722,332) $ (4,348,913)
============ ============
Net loss per common share applicable to
common shareholders - basic and diluted $ (107,223) $ (224)
============= ============
Weighted average common shares
outstanding - basic and diluted 100 19,417
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 5
RADIO UNICA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------------------
1999 1998
- -------------------------------------------------------------------------------- ---------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (9,763,779) $ (3,867,201)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 1,083,921 252,244
Provision for bad debt 31,177 10,669
Equity in income of equity investee -- (10,868)
Accretion of interest on senior discount notes 3,056,431 --
Amortization of deferred financing costs 192,708 --
Change in assets and liabilities:
Accounts receivable (340,525) (1,128,496)
Prepaid expenses 1,348,499 (250,809)
Other assets 99,255 (156,147)
Accounts payable (569,627) 553,473
Accrued expenses (169,065) 421,541
Deferred revenue -- 654,065
------------ ------------
Net cash used in operating activities (5,031,005) (3,521,529)
------------ ------------
INVESTING ACTIVITIES
Acquisition of property and equipment (671,769) (1,214,624)
Restricted cash-escrow account 8,964,447 (4,500,000)
Advances to equity investee -- (5,340,000)
Note receivable from stockholders -- (160,000)
Radio broadcasting rights (42,500)
Acquisition of WWRU and WJDM (NY), KIDR (PH) and KAHZ (DL) (27,941,442) --
------------ ------------
Net cash used in investing activities (19,691,264) (11,214,624)
------------ ------------
FINANCING ACTIVITIES
Debt financing costs (335,458) --
Proceeds from issuance of Series A redeemable cumulative
preferred stock and common stock -- 15,000,000
Proceeds from issuance of Series A redeemable cumulative
preferred stock of Radio Unica Holdings Corp. 44,550 --
------------ -----------
Net cash (used in) provided by financing activities (290,908) 15,000,000
------------ ------------
Net (decrease) increase in cash and cash equivalents (25,013,177) 263,847
Cash and cash equivalents at beginning of period 38,894,144 1,126,862
------------ ------------
Cash and cash equivalents at end of period $ 13,880,967 $ 1,390,709
============ ============
Reclassification of prepaid expense to broadcast license upon
consummation of the acquisition of WWRU and WJDM (NY),
KIDR (PH) and KAHZ (DL) $ 2,500,000 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 6
RADIO UNICA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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1. BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements of
Radio Unica Corp. and subsidiaries (the "Company") for the periods indicated
herein have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission and in accordance with generally accepted
accounting principles for interim financial information. 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
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 1999 and 1998 are not necessarily
indicative of the results that may be expected for the year ended December 31,
1999. The consolidated financial statements include the accounts of the Company
and all majority owned subsidiaries over which the Company has control. All
significant intercompany accounts and transactions have been eliminated. For
further information, refer to the Company's 1998 consolidated financial
statements and notes thereto.
The Company's revenues and cash flow are expected to be typically lowest in
the first calendar quarter and highest in the fourth calendar quarter. Seasonal
fluctuations are common in the radio broadcasting industry and are due primarily
to fluctuations in consumer spending.
2. ACQUISITIONS
On October 27, 1998, the Company entered into an asset purchase agreement
with Children's Broadcasting Corporation to acquire certain assets of New York
City area radio stations WWRU-AM and WJDM-AM, Dallas/Ft. Worth radio station
KAHZ-AM and Phoenix radio station KIDR-AM for a purchase price of $29.25
million. In connection with this acquisition, the Company entered into a
two-year non-compete agreement with the seller for $750,000. Pursuant to this
agreement, the Company established escrow accounts totaling $10 million. The
Company operated these stations under an LMA for a monthly fee of $200,000 until
the transaction closed. An advanced payment of $2.5 million was made to
Children's Broadcasting Corporation with the execution of the LMA. On January
14, 1999, after receiving the consent of the Federal Communications Commission
(the "FCC") to assign the broadcasting licenses, the Company completed the
acquisition. Based on current FCC guidelines, the license of either WWRU or WJDM
must be relinquished by the Company by March 12, 2003.
On February 22, 1999, the Company contracted to acquire substantially all
the assets used in the operation of radio station WIDB (AM) in Chicago, Illinois
from subsidiaries of One-on-One, for a cash purchase price of approximately
$16.75 million. The Company funded a $1 million escrow account in conjunction
with this transaction. The FCC has approved the license transfer and the
transaction is expected to be finalized in May 1999.
The acquisitions of the assets of WWRU-AM and WJDM-AM, New York, KAHZ-AM,
Dallas and KIDR-AM, Phoenix, were not the purchases of businesses, as the format
and language of the stations were changed and the Company did not assume
responsibility for any employees. The acquisitions were accounted for as
purchases and, accordingly, the purchase price was allocated to the assets
acquired and liabilities assumed based on appraisals and other estimates of
their underlying values.
5
<PAGE> 7
RADIO UNICA CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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3. COMMITMENTS
TIME BROKERAGE AGREEMENT AND OPTION TO PURCHASE OF WYPA-AM CHICAGO
On June 9, 1998, the Company entered into a Time Brokerage Agreement
("TBA") with Achievement Radio Holdings, Inc. for substantially all of the
broadcast time on Chicago radio station WYPA-AM for a monthly fee of $118,000
through June 8, 1999. The term of the TBA may be extended at the Company's
option through June 9, 2000 (Renewal Term). In addition to the TBA, the Company
has an option to purchase the assets of WYPA-AM, which is exercisable from June
9, 1998 through June 9, 1999 and will be exercisable for the Renewal Term, if
the TBA is extended. The Company has provided Achievement with a termination
notification and expects to cease broadcasting by June 1999.
4. SUMMARIZED FINANCIAL INFORMATION
The Senior Discount Notes issued by the Company are guaranteed by all of
the Company's Domestic Restricted Subsidiaries on a full, unconditional, joint
and several basis. The financial statements of the subsidiary guarantors are
omitted as management has determined that separate financial statements and
other disclosures concerning the subsidiaries are not material to investors.
<TABLE>
<CAPTION>
AS OF OR FOR THE
THREE MONTHS ENDED MARCH 31,
---------------------------------------
1999 1998
---------------- ------------------
<S> <C> <C>
Current assets $ 6,340,805 $ 8,902,636
Total assets 102,254,892 18,049,257
Current liabilities 29,072,448 12,325,156
Total liabilities (including due to parent of $24,907,956
and $2,674,176, respectively) 30,714,438 13,967,146
Net revenues 1,765,914 561,583
Operating expenses 7,355,206 2,829,623
Net loss (8,415,296) (2,230,438)
</TABLE>
6
<PAGE> 8
RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
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This report contains "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, among others, statements concerning the
Company's outlook for 1999 and beyond, the Company's expectations, beliefs,
future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. The
forward-looking statements in this report are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in or
implied by the statements.
OVERVIEW
Radio Unica Corp., incorporated on September 12, 1996 (inception), was
organized for the purpose of producing, broadcasting and distributing
Spanish-language radio programming in the United States. The Company's strategy
is to develop its radio network as a national advertising platform that is
attractive to national advertisers. The network is comprised of owned and
operated stations; stations operated under time brokerage agreements (also known
as local marketing agreements and referred to herein as "LMAs") and affiliated
stations. The Company launched its network on January 5, 1998. The Company
expects to incur operating losses for the foreseeable future as the Company
develops its network and stations and establishes its base of advertising
revenues.
The Company generates revenue from sales of network advertising time and
sales of advertising time on Company-owned stations and stations operated under
LMAs (collectively "O&Os"). Advertising rates are, in large part, based upon the
network's and each station's ability to attract audiences in demographic groups
targeted by advertisers. All revenues are stated net of any agency commissions.
The Company's operating expenses consist of network programming expenses,
marketing and selling costs, including commissions paid to the Company's sales
staff, technical and engineering costs, and general and administrative expenses.
As is true of other radio operators, the Company's performance is
customarily measured by its earnings before net interest, taxes, depreciation
and amortization ("EBITDA"). Although EBITDA is not a measure of performance
calculated in accordance with generally accepted accounting principles, EBITDA
is presented because it provides useful information regarding the Company's
ability to service debt. However, EBITDA should not be considered as an
alternative measure of operating results or cash flows from operations (as
determined in accordance with generally accepted accounting principles).
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH 31, 1998
NET REVENUE. Net revenues increased by approximately $1.2 million to
approximately $1.8 for the three months ended March 31, 1999 from approximately
$0.6 million for the comparable period in the prior year. The increase in net
revenue relates to a significant increase in the Company's customer base due to
the development of the Company's network and O&Os. The Company launched its
network on January 5, 1998 with 30 affiliated stations and three O&Os. As of
March 31, 1999, the Company had 38 affiliated stations and twelve O&Os.
7
<PAGE> 9
RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION (CONTINUED)
- -------------------------------------------------------------------------------
OPERATING EXPENSES. Operating expenses increased by approximately $4.2 to
approximately $8.7 million for the three months ended March 31, 1999 from
approximately $4.5 million for the comparable period in the prior year. The
increase in operating expenses is primarily due to the costs associated with the
network and the increase in the number of O&Os.
Direct operating expenses increased by approximately $0.5 million to
approximately $0.7 million for the three months ended March 31, 1999 from
approximately $0.2 million for the comparable period in the prior year. The
increase in direct operating expenses is primarily due to the increase in the
number of O&Os.
Selling, general and administrative expenses increased by approximately $1.2
million to approximately $3.0 million for the three months ended March 31, 1999
from approximately $1.7 million for the comparable period in the prior year. The
increase in selling, general and administrative expenses primarily relates to
the increase in the number of O&Os.
Network expenses increased by approximately $1.6 million to approximately
$3.2 million for the three months ended March 31, 1999 from approximately $1.6
million for the comparable period in the prior year. The increase in network
expenses primarily relates to the increased costs associated with the operations
of the Company's network including engineering, programming, sales and
administration.
Corporate expenses increased to approximately $0.7 million for the three
months ended March 31, 1999 from approximately $0.6 million for the comparable
period in the prior year. The increase in corporate expenses primarily relates
to the costs of legal and professional fees and other costs.
Depreciation and amortization increased by approximately $0.8 million to
approximately $1.1 million for the three months ended March 31, 1999 from
approximately $0.3 million for the comparable period in the prior year. The
increase in depreciation and amortization is primarily due to the significant
additions of fixed assets for the network and O&Os as well as the addition of
intangible assets arising from acquisitions of O&Os completed during fiscal year
1998.
OTHER INCOME (EXPENSE). Other income (expense) for the three months ended
March 31, 1999 included interest income of approximately $0.4 million, and
interest expense of approximately $3.3 million. Interest income primarily
relates to interest earned on the remaining proceeds from the Senior Discount
Notes. Interest expense primarily relates to the interest on the outstanding
balance of the Senior Discount Notes. The Company had approximately $27,000 in
interest income during the three months ended March 31, 1998 associated with
interest earned on amounts held in escrow related to pending station
acquisitions.
NET LOSS. Net loss increased by approximately $5.9 million to approximately
$9.8 million for the three months ended March 31, 1999 as compared to a loss of
approximately $3.9 million for the comparable period in the prior year. The
increase in net loss is a result of the increased costs associated with the
operation of the Company's network and O&Os as well as the increase in non-cash
interest expense resulting from the Senior Discount Notes.
8
<PAGE> 10
RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, (CONTINUED)
- -------------------------------------------------------------------------------
EBITDA. EBITDA decreased by approximately $(2.3) million to approximately
$(5.9) million for the three months ended March 31, 1999 as compared to
approximately $(3.6) million for the comparable period in the prior year. The
decrease in EBITDA is a result of the increased costs associated with the
operations of the Company's network and O&Os.
LIQUIDITY AND CAPITAL RESOURCES
Due to the development nature of the Company, the Company has had negative
cash flows since inception. Working capital and financing for the Company's
acquisitions to date have been provided primarily by the issuance of Senior
Discount Notes.
The Company's primary sources of liquidity will be the Revolving Credit
Facility and the remaining net proceeds from the Senior Discount Notes. The
Revolving Credit Facility is a senior secured revolver with $20.0 million of
available borrowings subject to certain conditions.
Net cash used in operating activities increased by approximately $1.5
million to approximately $5.0 million for the three months ended March 31, 1999
as compared to approximately $3.5 million for the comparable period in the prior
year. The increase in cash used in operating activities during the three-month
period ended March 31, 1999 is primarily due to the increase in the loss from
operations partially offset by noncash items consisting of depreciation and
amortization of approximately $1.1 million, interest expense of approximately
$3.1 million and amortization of deferred financing cost of approximately $0.2
million.
Net cash used in investing activities increased by approximately $8.5
million to $19.7 million for the three months ended March 31, 1999 as compared
to approximately $11.2 million for the comparable period in the prior year. The
increase in cash used in investing activities during the three month period
ended March 31, 1999 is primarily due to the acquisition of substantially all
the assets of radio stations WWRU(AM) and WJDM(AM) New York, KAHZ(AM) Dallas and
KIDR(AM) Phoenix.
Capital expenditures primarily relate to the purchase of broadcast
equipment for the network and O&Os, leasehold improvements, computer equipment
and telecommunications equipment. For the three months ended March 31, 1999
capital expenditures were approximately $0.7 million as compared to
approximately $1.2 million for the comparable period in the prior year. The
decrease in capital expenditures is primarily due to the significant capital
expenditures made during the three-month period ended March 31, 1998 related to
the development of the Company's network and O&Os.
Net cash used in financing activities for the three months ended March 31,
1999 was approximately $0.3 million as compared to net cash provided by
financing activities of $15 million for the comparable period in the prior year.
The increase in cash used in financing activities is due to payments of debt
financing cost made during the three month period ended March 31, 1999.
The Company believes that its current cash position, the remaining proceeds
from the issuance of the Senior Discount Notes and the borrowing availability
under the Revolving Credit Facility will provide adequate resources to fund the
Company's operating expenses, working capital requirements, capital expenditures
and acquisitions until the implementation of its business strategy provides the
Company with sufficient operating cash flow. However, there can be no assurance
that such business strategy will be successfully implemented or that the future
cash flows of the Company will be sufficient to meet all of the Company's
obligations and commitments.
9
<PAGE> 11
RADIO UNICA CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION, (CONTINUED)
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YEAR 2000 COMPLIANCE
The Company has conducted a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue and has
developed an implementation plan to resolve the issue. The Year 2000 issue is
the result of computer programs being written using two digits rather than four
to define the applicable year. Any of the Company's computer programs that have
time/date sensitive software and hardware may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a major system failure
or miscalculation. The Company presently believes that based on the results of
recent investigations, the Company's primary information and communication
systems are believed to be compliant with Year 2000 requirements. The Company's
cost of compliance has been minimal and any future costs are not anticipated to
be material to the Company's financial position or results of operations.
The Year 2000 issue creates risk for the Company from unforeseen problems in
its own computer systems and from third parties on which the Company relies.
Accordingly, the Company is requesting assurances from all software vendors from
which it has purchased or from which it may purchase software that the software
sold to the Company correctly processes all date information at all times. In
addition, the Company is querying its customers and suppliers as to their
progress in identifying and addressing problems that their computer systems will
face in correctly processing date information as the Year 2000 approaches and is
reached. However, there are no assurances that the Company will identify all
date handling problems in its business systems or that the Company will be able
to successfully remedy Year 2000 compliance issues that are discovered. To the
extent that the Company is unable to resolve its Year 2000 issues prior to
January 1, 2000, operating results could be adversely affected. In addition, the
Company could be adversely affected if other entities (e.g., vendors or
customers) not affiliated with the Company do not appropriately address their
own Year 2000 compliance issues in advance of their occurrence.
10
<PAGE> 12
RADIO UNICA CORP.
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES 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
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit 27.1 - Financial Data Schedule.
(b) On January 26, 1999 the Company filed a current report on Form 8-K
reporting the acquisition through certain of its subsidiaries
substantially all the assets of radio stations WJDM-1530(AM) and
WWRU-1660 (AM) licensed to Elizabeth, New Jersey, KAHZ-1360 (AM)
licensed to Fort Worth, Texas and KIDR-740 (AM) licensed to Phoenix,
Arizona from certain subsidiaries of Children's Broadcasting
Corporation, a Minnesota corporation.
11
<PAGE> 13
(c) SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Radio Unica Corp.
By: /s/ Steven E. Dawson
---------------------------------------
Steven E. Dawson
Chief Financial Officer
Date: May 11, 1999
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RADIO UNICA CORP. FOR THE THREE MONTHS ENDED MARCH 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,880,967
<SECURITIES> 0
<RECEIVABLES> 1,541,750
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,221,772
<PP&E> 13,540,346
<DEPRECIATION> 0
<TOTAL-ASSETS> 116,135,859
<CURRENT-LIABILITIES> 4,164,492
<BONDS> 108,085,559
0
39,269,540
<COMMON> 1
<OTHER-SE> (37,025,723)
<TOTAL-LIABILITY-AND-EQUITY> 116,135,859
<SALES> 1,765,914
<TOTAL-REVENUES> 1,765,914
<CGS> 0
<TOTAL-COSTS> 8,703,689
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (3,274,860)
<INCOME-PRETAX> (9,763,779)
<INCOME-TAX> (9,763,779)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (107,223.32)
<EPS-DILUTED> (107,223.32)
</TABLE>
