<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 10-Q
(MARK ONE)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the period ended June 30, 1996
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 33-88350
PRICELLULAR WIRELESS CORPORATION
(Exact name of the registrant as specified in its charter)
Delaware 13-3784318
- ---------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 Rockefeller Plaza
New York, NY 10020
- ---------------------------------- ---------------------------------
(Address of principal executive (Zip Code)
offices)
(212) 459-0800
-------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
-------------------------------------------------------------------------
(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 periods 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 practical date.
Common Stock, $0.01 Par Value - 100 shares as of July 30, 1996
<PAGE> 2
Index
PriCellular Wireless Corporation and Subsidiaries
PART I. FINANCIAL INFORMATION
<TABLE>
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - June 30, 1996
and December 31, 1995................................................ 2
Condensed Consolidated Statements of Operations - Three and Six Months
Ended June 30, 1996 and 1995......................................... 3
Condensed Consolidated Statements of Cash Flows - Six Months Ended
June 30, 1996 and 1995............................................... 4
Notes to Condensed Consolidated Financial Statements................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................. 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 12
Item 2. Changes in Securities............................................ 12
Item 3. Defaults upon Senior Securities.................................. 12
Item 4. Submission of Matters to a Vote of Security Holders.............. 12
Item 5. Other Information................................................ 12
Item 6. Exhibits and Reports on Form 8-K................................. 12
Signature................................................................ 13
</TABLE>
1
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Item 1.
Financial Statements
PriCellular Wireless Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(Dollars in Thousands, except share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,062 $ 26,669
Accounts receivable (less allowance of $2,443 in 1996
and $2,076 in 1995) 13,872 8,725
Due from affiliates 35 701
Inventory 1,946 1,651
Other current assets 675 568
--------- ---------
Total current assets 35,590 38,314
Fixed assets - at cost:
Cellular facilities and equipment 66,372 58,050
Less accumulated depreciation (10,124) (6,009)
--------- ---------
Net fixed assets 56,248 52,041
Investment in cellular operations 37,629 37,386
Cellular licenses (less accumulated amortization of
$7,705 in 1996 and $3,883 in 1995) 357,085 305,375
Cellular licenses held for sale 33,226 --
Deferred financing costs (less accumulated amortization
of $1,703 in 1996 and $971 in 1995) 9,305 9,989
Other assets 1,831 14
--------- ---------
Total assets $ 530,914 $ 443,119
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 15,355 $ 15,385
Long-term debt - current portion 389 1,971
Income taxes payable 521 872
Other current liabilities 3,683 3,529
Due to affiliate -- 126
--------- ---------
Total current liabilities 19,948 21,883
Long-term debt 315,434 278,225
Junior Subordinated Discount Note to Parent 21,223 20,425
Other long-term liabilities 5,648 1,673
Stockholder's equity:
Common stock, $0.01 par value per share: 100 shares
authorized, issued and outstanding
Additional paid-in capital 189,983 130,291
Accumulated deficit (21,322) (9,378)
--------- ---------
Total stockholder's equity 168,661 120,913
--------- ---------
Total liabilities and stockholder's equity $ 530,914 $ 443,119
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
2
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PriCellular Wireless Corporation and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1996 1995 1996 1995
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Cellular service $ 25,199 $ 7,751 $ 44,474 $ 13,097
Equipment sales 791 377 1,543 564
Other 1,116 -- 2,114 --
-------- -------- -------- --------
27,106 8,128 48,131 13,661
COSTS AND EXPENSES
Cost of cellular service 7,085 2,039 12,520 3,733
Cost of equipment sold 2,103 870 4,415 1,499
General and administrative 4,042 1,594 7,503 2,914
Sales and marketing 3,673 1,306 7,524 2,007
Depreciation and amortization 5,304 2,126 9,820 3,999
-------- -------- -------- --------
22,207 7,935 41,782 14,152
-------- -------- -------- --------
Operating income (loss) 4,899 193 6,349 (491)
OTHER INCOME (EXPENSE)
Gain on sale of investment in
cellular operations -- -- -- 11,598
Interest expense, net
(includes interest expense in 1996
of $399 and $798,
respectively, to Parent) (9,828) (3,696) (18,793) (6,892)
Other income, net 250 20 500 20
-------- -------- -------- --------
(9,578) (3,676) (18,293) 4,726
-------- -------- -------- --------
Income (loss) before income
taxes (4,679) (3,483) (11,944) 4,235
Benefit for income taxes -- 1,206 -- --
-------- -------- -------- --------
Net income (loss) $ (4,679) $ (2,277) $(11,944) $ 4,235
======== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
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PriCellular Wireless Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30
1996 1995
-------- ---------
<S> <C> <C>
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 9,675 $ (5,470)
-------- ---------
INVESTING ACTIVITIES
Redemption of short-term investments -- 991
Purchase of cellular equipment (7,804) (2,770)
Purchase of cellular licenses (1,494) (156)
Sale of investment in cellular operations -- 19,478
Acquisition of cellular operations, net of cash
of $16 (1995) (42,418) (24,809)
Amounts deposited in escrow to acquire cellular
properties (1,750) (2,000)
Investment in cellular operations (264) (944)
Proceeds from Parent 4,660 698
-------- ---------
Net cash used in investing activities (49,070) (9,512)
-------- ---------
FINANCING ACTIVITIES
Proceeds from capital contributions 33,613 927
Repayments of notes payable (1,776) (2,670)
Payments for deferred financing costs (49) (126)
-------- ---------
Net cash provided by (used in) financing activities 31,788 (1,869)
-------- ---------
(Decrease) in cash and cash equivalents (7,607) (16,851)
Cash and cash equivalents at beginning of period 26,669 38,682
-------- ---------
Cash and cash equivalents at end of period $ 19,062 $ 21,831
======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 456 $ 398
Income taxes 351 2,404
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
ACTIVITIES
Purchase of cellular equipment -- 289
Capital contribution of cellular operations 26,092 --
Debt issued in connection with acquisition of 19,429 --
cellular license
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING
ACTIVITIES
Debt issued in exchange for unregistered debt -- 115,755
</TABLE>
See notes to condensed consolidated financial statements.
4
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PriCellular Wireless Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
1. BASIS OF PRESENTATION
On October 21, 1994, PriCellular Corporation (100% stockholder of Wireless)
("Parent") contributed all of the assets, net of certain liabilities to
Wireless. The consolidated financial statements include the accounts of
PriCellular Wireless Corporation and its subsidiaries (the "Company"). All
significant intercompany items and transactions have been eliminated.
The consolidated financial statements have been prepared by the Company without
audit, in accordance with rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the statements reflect all adjustments
necessary for a fair presentation of the results for the interim period. The
results of operations for the interim period are not necessarily indicative of
the results for a full year. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's 1995 Annual Report on Form 10-K.
2. ACQUISITION OF CELLULAR OPERATIONS
New York Cluster
During April 1996, the Company consummated the acquisitions of the NY-6 RSA and
83% of the Dutchess County, NY MSA ("Poughkeepsie, NY MSA") from United States
Cellular Corporation, boosting its New York contiguous cluster to over 750,000
Pops.
The NY-6 RSA consists of approximately 111,000 Pops in Greene and Columbia
Counties between Albany and New York City. The NY-6 RSA abuts PriCellular's
previously acquired NY-5 RSA and includes 30 miles of the New York State
Thruway, 10 miles of the Interstate connecting the New England Thruway with the
New York State Thruway in Albany and 30 miles of the Taconic State Parkway. The
acquisition price of the NY-6 RSA was approximately $19,800,000.
The Poughkeepsie, NY MSA abuts the Company's NY-6 RSA and NY-5 RSA and extends
the Company's New York cluster across the Hudson Valley from the Connecticut and
Massachusetts border 100 miles west to the Binghamton area. The MSA has
approximately 263,000 Pops of which the Company acquired 83% for $178 per Pop or
$38,900,000, with one-half paid in cash and the balance in a three-year prime
note with a bullet maturity.
Mid-Atlantic Cluster
During February 1996 the Company consummated the acquisition of the non-wireline
cellular system serving the PA-9 RSA from United States Cellular Corporation for
approximately
5
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PriCellular Wireless Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
2. ACQUISITION OF CELLULAR OPERATIONS (CONTINUED)
$26,100,000 or $139 per Pop. The payment was made by the Company's Parent which
simultaneously contributed the system to the Company. The PA-9 RSA has
approximately 188,000 Pops and abuts the Company's Ohio Cluster on the South and
McCaw/AT&T's Pittsburgh MSA on the North.
The pro forma unaudited condensed results of operations for the six months ended
June 30, 1996, assuming the above acquisitions were consummated as of the
beginning of the period, are as follows:
<TABLE>
<S> <C>
Revenues $47,945
Net loss (13,904)
</TABLE>
3. PENDING TRANSACTIONS
New York Cluster
The Company has reached agreement, pursuant to which it will exchange certain of
its Systems for, among other things, the Orange County, NY MSA and an additional
11.1% of the Company's majority-owned Poughkeepsie, NY MSA. Pursuant to the
agreement the Company will exchange an aggregate of 548,016 Net Pops consisting
of its OH-9 RSA, a portion of its OH-10 RSA (excluding Perry and Hocking
counties) and the Parkersburg, WV/Marietta, OH MSA for the Orange County, NY MSA
(324,323 Pops), 11.1% of the Poughkeepsie, NY MSA (262,663 Pops), 12.2% of the
Janesville, WI MSA (147,650 Pops) and approximately 23,571 additional net Pops,
including small interests in the Eau Claire, WI and Wausau, WI MSAs (in each of
which the Company currently has a majority interest). The Orange County, NY MSA
abuts the Company's NY-5 RSA to the north, the Company's Poughkeepsie NY MSA to
the east and the New York City MSA of McCaw/AT&T Wireless to the south and east
(bordering Westchester, Putnam and Rockland counties). The exchange is subject
to, among other things, FCC approval.
6
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PriCellular Wireless Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements (continued)
3. PENDING TRANSACTIONS (CONTINUED)
Upper Midwest Cluster
In a disputed acquisition on November 14, 1994, RFB Cellular, Inc. signed a
contract to acquire the MI-2 RSA. The Company believed it should have had the
right to purchase the property and initiated legal proceedings. In May 1995, as
a result of this litigation, the Court of Chancery of the State of Delaware
awarded the Company the right to acquire the MI-2 RSA. The defendant in the
lawsuit appealed the decision. On March 22, 1996, the Delaware Supreme Court
reversed the lower court's decision and ordered the Company to unwind the
acquisition and sell the license and operating assets to the defendant. The
Company believes that the completion of this transaction will not result in any
material economic gain or loss and the loss of MI-2's operating results will not
be material to the Company's results of operations.
4. CAPITAL CONTRIBUTION
The Company's Parent issued 96,000 shares of Series A cumulative convertible
preferred stock. The issuance resulted in net proceeds to the parent of
approximately $80,000,000, of which $33,600,000 was contributed to the Company.
5. SUBSEQUENT EVENT
Mid-Atlantic Cluster
On July 23, 1996, the Company acquired the WV-3 RSA (269,413 Pops) from a
subsidiary of Horizon Cellular Telephone Company, L.P. for $35,000,000 in cash.
The WV-3 RSA is situated directly south of the Company's PA-9 RSA and directly
east of the Company's WV-2 RSA.
On July 1, 1996, the Company consummated the sale of its recently acquired AL-4
RSA for approximately $27,500,000 in cash or approximately $200 per Pop. The
Company acquired this stand-alone RSA in November 1995, for $10,000,000 in cash
and $10,000,000 in a 5-year, 4% Note that was subsequently converted into
1,468,860 shares of the Company's Class A Common Stock on the closing date. For
financial reporting purposes, the sale of the AL-4 RSA will not result in a
material gain or loss.
7
<PAGE> 9
Item 2.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
RESULTS OF OPERATIONS
For the three months ending June 30, 1996, the Company continued its strong
operating performance. Net subscriber additions amounted to 15,177. Included in
the second quarter for 1996 are the two month results of the Company's newly
acquired NY-6 RSA and the Poughkeepsie MSA which abut the Company's NY-5 RSA.
For the current six month period, the Company has increased its subscriber base
by 30,123.
Since most of the 1995 acquisitions occurred after June 30, 1995, the results of
operations for the three and six months ended June 30, 1996 are not comparable
with the same period in 1995. Comparison of operating results for such periods
is neither meaningful nor indicative of the Company's results of operations or
future growth.
Although the Company expects to incur net accounting losses for the foreseeable
future due primarily to interest and amortization, it currently is experiencing
increased positive earnings before interest, taxes, depreciation and
amortization ("EBITDA") which it expects to grow over the next several years.
Three Months Ended June 30, 1996 compared with Three Months Ended June 30, 1995
Revenues for the quarter ended June 30, 1996 increased to $27,106,000
(consisting of cellular service revenues of $25,199,000, equipment sales
revenues of $791,000 and other revenues of $1,116,000) from $8,128,000
(consisting of cellular service revenues of $7,751,000 and equipment sales
revenues of $377,000).
Total operating expenses for the quarter ended June 30, 1996 increased to
$22,207,000 (consisting of cost of cellular service of $7,085,000, cost of
equipment sold of $2,103,000, general and administrative expenses of $4,042,000,
sales and marketing expenses of $3,673,000 and depreciation and amortization of
$5,304,000) from $7,935,000 of operating expenses for the quarter ended June 30,
1995 (consisting of cost of cellular service of $2,039,000, cost of equipment
sold of $870,000, general and administrative expenses of $1,594,000, sales and
marketing expenses of $1,306,000 and depreciation and amortization of
$2,126,000).
The primary factors contributing to the increase in revenues, operating expenses
and operating income was the acquisition of a significant portion of the
operating systems of the Company subsequent to June 30, 1995 and the inclusion
for two months of the Company's NY-6 RSA
8
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and Poughkeepsie MSA acquisitions. Both the acquisitions subsequent to June 30,
1995 and the recent acquisitions are included in the current quarter but are not
included for the same period in 1995.
Interest expense, net increased to $9,828,000 from $3,696,000 due to the
Company's issuance of $205,000,000 face amount of Senior Subordinated Discount
Notes at 12-1/4% in September 1995 and $60,000,000 face amount of Senior
Subordinated Convertible Discount Notes at 10-3/4% in August 1995.
Other income for the current quarter consists of $250,000 resulting from the
Company's agreement not to compete with Western Wireless within the Lubbock, TX
MSA. The noncompete agreement was $3,000,000 over a three year period. As of
June 30, 1996, two years remain on the agreement.
The income tax benefit for the prior year's quarter was primarily due to the
Company fully utilizing its NOLs to offset the provision recorded in the first
quarter.
Six Months Ended June 30, 1996 Compared with Six Months Ended June 30, 1995
Revenues for the six months ended June 30, 1996 increased to $48,131,000
(consisting of cellular service revenues of $44,474,000, equipment sales
revenues of $1,543,000 and other revenues of $2,114,000) from $13,661,000
(consisting of cellular service revenues of $13,097,000 and equipment sales
revenues of $564,000).
Total operating expenses for the six months ended June 30, 1996 increased to
$41,782,000 (consisting of cost of cellular service of $12,520,000, cost of
equipment sold of $4,415,000, general and administrative expenses of $7,503,000,
sales and marketing expenses of $7,524,000 and depreciation and amortization of
$9,820,000) from $14,152,000 (consisting of cellular service of $3,733,000, cost
of equipment sold of $1,499,000, general and administrative expenses of
$2,914,000, sales and marketing expenses of $2,007,000 and depreciation and
amortization of $3,999,000).
The principal factor contributing to the increases in revenues, operating
expenses and operating income was the Company's acquisition of a significant
portion of its existing systems after June 30, 1995, results of which, are
therefore, included in the results for the current six month period but not in
the same period of the prior year.
Other income (expense) includes for 1995 gain on the sale of investment in
cellular operations of $11,598,000 resulting from the disposition of the
Company's interest in the non-wireline system serving the Abilene, TX MSA.
Interest expense, net increased to $18,793,000 from $6,892,000 due primarily to
the Company's issuance of $205,000,000 face amount of Senior Subordinated
Discount Notes at 12-1/4% in September 1995 and $60,000,000 face amount of
Senior Subordinated Convertible Discount Notes at 10-3/4% in August 1995.
9
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Other income for the current six month period consists of $500,000 resulting
from the Company's agreement not to compete with Western Wireless within the
Lubbock, TX MSA. The noncompete agreement is $3,000,000 for a period of three
years.
There is no income tax provision for the six months ended June 30, 1995
primarily due to the Company fully utilizing its NOLs.
LIQUIDITY AND CAPITAL RESOURCES
The cellular telephone business requires substantial capital to acquire,
construct and expand cellular telephone systems and to fund operating
requirements. The Company historically has financed its acquisitions and other
capital needs through the proceeds received from the issuance of debt
securities, the sale of equity interests, borrowings, vendor credit facilities
and more recently operating cash flow. As of June 30, 1996, the Company had
$19,062,000 of cash and cash equivalents and working capital of $15,642,000.
During February 1996, the Company acquired substantially all of the assets of
the system serving the PA-9 RSA (which represents 188,000 Pops) for $139 per Pop
or $26,100,000 in cash. The PA-9 RSA abuts the Company's WV-2 RSA and
McCaw/AT&T's Pittsburgh, PA MSA.
During April 1996, the Company consummated the acquisition of the NY-6 RSA
consisting of approximately 111,000 Pops for approximately $19,800,000.
Additionally, the Company acquired 83% of the Poughkeepsie, NY MSA which has
approximately 263,000 Pops for approximately $38,900,000, with one-half paid in
cash and the balance in a three-year prime note with a bullet maturity.
During July 1996, the Company consummated the sale of its recently acquired AL-4
RSA for $27,500,000 in cash or $200 per Pop.
On July 23, 1996, the Company acquired the WV-3 RSA (269,413 Pops) from a
subsidiary of Horizon Cellular Telephone Company, L.P. for $35,000,000 in cash.
The WV-3 RSA is situated directly south of the Company's PA-9 RSA and directly
east of the Company's WV-2 RSA.
The Company has reached agreement, pursuant to which it will exchange certain of
its Systems for, among other things, the Orange County, NY MSA and an additional
11.1% of the Company's majority-owned Poughkeepsie, NY MSA. Pursuant to the
agreement, the Company will exchange an aggregate of 548,016 Net Pops consisting
of its OH-9 RSA, a portion of its OH-10 RSA (excluding Perry and Hocking
counties) and the Parkersburg, WV/Marietta, OH MSA for the Orange County, NY MSA
(324,330 Pops), 11.1% of the Poughkeepsie, NY MSA (262,663 Pops), 12.2% of the
Janesville, WI MSA (147,650 Pops) and approximately 23,571 additional net Pops,
including small interests in the Eau Claire, WI and Wausau, WI MSAs (in each of
which the Company currently has a majority interest). The
10
<PAGE> 12
Orange County, NY MSA abuts the Company's NY-5 RSA to the north, the Company's
Poughkeepsie, NY MSA to the east and the New York City MSA of McCaw/AT&T
Wireless to the south and east (bordering Westchester, Putnam and Rockland
counties). The exchange is subject to, among other things, FCC approval.
In connection with the pending disposition of the MI-2 RSA, the Company expects
to receive gross proceeds of approximately $6 million.
The Company has expanded its marketing efforts significantly over prior periods,
including but not limited to, the increased use of funds for advertising,
cellular telephone inventory purchases and other expenditures relating to
subscriber growth.
The Company has plans for future growth through acquisition which may require
additional financing. Although the Company has historically been able to obtain
such financing, there is no guarantee that such financing will continue to be
available.
11
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Part II. Other Information
Item 1. Legal Proceedings
In a disputed acquisition on November 14, 1994, RFB Cellular, Inc. signed
a contract to acquire the MI-2 RSA. The company believed it should have
had the right to purchase the property and initiated legal proceedings. In
May 1995, as a result of this litigation, the Court of Chancery of the
State of Delaware awarded the Company the right to acquire the MI-2 RSA.
The defendant in the lawsuit appealed the decision. On March 22, 1996, the
Delaware Supreme Court reversed the lower court's decision and ordered the
Company to unwind the acquisition and sell the license and operating
assets to the defendant. The Company believes that the completion of this
transaction will not result in any economic gain or loss and the loss of
MI-2's future operating results will not be material to the Company's
operations.
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
None
12
<PAGE> 14
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.
PRICELLULAR WIRELESS CORPORATION
By: /s/ Robert Price
------------------------
Name: Robert Price
Title: President
By: /s/ Stuart Rosenstein
------------------------
Name: Stuart Rosenstein
Title: Vice President of Finance/
Chief Financial Officer
Date: August 9, 1996
13
<PAGE> 15
EXHIBITS INDEX
--------------
EXHIBIT 27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 19062
<SECURITIES> 0
<RECEIVABLES> 13872
<ALLOWANCES> 2443
<INVENTORY> 1946
<CURRENT-ASSETS> 35590
<PP&E> 66372
<DEPRECIATION> 10124
<TOTAL-ASSETS> 530914
<CURRENT-LIABILITIES> 19948
<BONDS> 336657
0
0
<COMMON> 0
<OTHER-SE> 168661
<TOTAL-LIABILITY-AND-EQUITY> 530914
<SALES> 791
<TOTAL-REVENUES> 27106
<CGS> 2103
<TOTAL-COSTS> 22207
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9828
<INCOME-PRETAX> (4679)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4679)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4679)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
