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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the Year Ended December 31, 2000
____Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period
Commission File Number: 0-16014
ADELPHIA COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2417713
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North Main Street
Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip code)
814-274-9830
(Registrant's telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value.
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 ____
Aggregate market value of outstanding Class A Common Stock par value $0.01, held
by non-affiliates of the registrant at March 29, 2001 was $5.1 billion based on
the closing sale price as computed by the NASDAQ National Market system as of
that date. For purposes of this calculation only, affiliates are deemed to be
directors and executive officers of the registrant.
At March 29, 2001, 153,439,270 shares of Class A Common Stock, par value $0.01,
and 19,235,998 shares of Class B Common Stock, par value $0.01, of the
registrant were outstanding.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. X
ADELPHIA COMMUNICATIONS CORPORATION
TABLE OF CONTENTS
SAFE HARBOR STATEMENT
PART I
ITEM 1. BUSINESS 3
ITEM 2. PROPERTIES 24
ITEM 3. LEGAL PROCEEDINGS 24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 27
ITEM 6. SELECTED FINANCIAL DATA 28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 47
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 48
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 82
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 82
ITEM 11. EXECUTIVE COMPENSATION 82
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 82
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 82
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 82
SAFE HARBOR STATEMENT
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Annual Report on Form 10-K, including Management's Discussion and Analysis of
Financial Condition and Results of Operations, is forward-looking, such as
information relating to the effects of future regulation, future capital
commitments and the effects of competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
expected results in the future from those expressed in any forward-looking
statements made by, or on behalf of, Adelphia Communications Corporation and
subsidiaries ("Adelphia" or the "Company"). These "forward looking statements"
can be identified by the use of forward-looking terminology such as "believes",
"expects," "may," "will," "should," "intends" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties. These risks and uncertainties
include, but are not limited to, uncertainties relating to general business and
economic conditions, acquisitions and divestitures, risks associated with the
Company's growth and financings, the availability and cost of capital,
government and regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, product acceptance, the Company's
ability to execute on its various business plans and to construct, expand and
upgrade its networks, risks associated with reliance on the performance and
financial condition of vendors and customers, technological developments, and
changes in the competitive environment in which the Company operates. Persons
reading this Annual Report on Form 10-K are cautioned that forward-looking
statements herein are only predictions, that no assurance can be given that the
future results will be achieved, and that actual events or results may differ
materially as a result of the risks and uncertainties facing the Company. For
further information regarding those risks and uncertainties and their potential
impact on the Company, see the prospectus and most recent prospectus supplement
filed under Registration Statement No. 333-78027, under the caption "Risk
Factors."
PART I
(Dollars in thousands, except subscriber rates and per share amounts)
ITEM 1. BUSINESS
Introduction
Adelphia is a leader in the telecommunications industry with cable
television and local telephone operations. Adelphia's operations consist of
providing telecommunications services primarily over networks, which are
commonly referred to as broadband networks because they can transmit large
quantities of voice, video and data by way of digital or analog signals. As of
December 31, 2000, Adelphia owned or managed cable television systems
("Systems") with broadband networks that passed in front of 9,020,540 homes and
served 5,741,368 basic subscribers. John J. Rigas, the Chairman, President,
Chief Executive Officer and founder of Adelphia, has owned and operated cable
television systems since 1952.
Cable systems owned by the Company (the "Company Systems") are located
in 32 states and Puerto Rico, and are organized into six core clusters: Los
Angeles, PONY (Western Pennsylvania, Ohio and Western New York), New England,
Florida, Virginia and Colorado Springs. The Company Systems are located
primarily in suburban areas of large and medium-sized cities within the 50
largest television markets. As of December 31, 2000, the broadband networks for
the Company Systems passed in front of 8,757,938 homes and served 5,547,690
basic subscribers.
Adelphia also provides management and consulting services to other
partnerships, corporations and limited liability companies engaged in the
ownership and operation of cable television systems (the "Managed Entities").
John J. Rigas and members of his immediate family (collectively, the "Rigas
family"), including entities they own or control, have controlling ownership
interests in these entities. As of December 31, 2000, the broadband networks for
cable systems owned by these Rigas family partnerships and corporations passed
in front of 262,602 homes and served 193,678 basic subscribers.
Adelphia Business Solutions, Inc. ("Adelphia Business Solutions" or
"ABIZ") is a leading provider of facilities-based integrated communications
services to customers that include businesses, governmental and educational end
users and other communications service providers throughout the United States.
This means that Adelphia Business Solutions provides its customers with
alternatives to the incumbent local telephone company for local telephone and
communications services. Adelphia Business Solutions' telephone operations are
referred to as being facilities-based, which means it generally owns or has long
term leases for the local communications networks and facilities it uses to
deliver these services. As of December 31, 2000, Adelphia Business Solutions
offered a full range of communications services in 75 markets and expects by the
end of the year 2001 to be offering services in approximately 80 markets,
including substantially all of the top 40 metropolitan statistical areas in the
United States. At December 31, 2000, Adelphia owned 59.4% of the Adelphia
Business Solutions' outstanding common stock and held 90.6% of the total voting
power.
Adelphia Business Solutions, Olympus Communications, L.P. ("Olympus"),
Arahova Communications, Inc. ("Arahova") and FrontierVision Holdings, L.P.
("FrontierVision"), all consolidated subsidiaries of the Company, are also SEC
registrants due to filing requirements for certain publicly held securities.
Additional information regarding these entities can be obtained by reviewing
their separate company filings with the Securities and Exchange Commission
("SEC").
John J. Rigas, the Chairman, President, Chief Executive Officer and
controlling stockholder of Adelphia, is a pioneer in the cable television
industry, having built his first system in 1952 in Coudersport, Pennsylvania.
Adelphia was incorporated in Delaware on July 1, 1986 for the purpose of
reorganizing five cable television companies, then principally owned by the
Rigas family, into a holding company structure in connection with the initial
public offering of its Class A common stock. The Company's operations consist of
providing telecommunications services primarily over its broadband networks. The
Company did not have any material foreign operations or foreign sales in the
year ended December 31, 2000.
Cable Television Operations
Products and Services
Video Services
Adelphia's cable systems receive a variety of television, radio and data
signals transmitted to receiving sites ("headends") by way of off-air antennas,
microwave relay and satellite earth stations. Signals are then modulated,
amplified and distributed primarily through a network of fiber optic and coaxial
cable to subscribers, who pay fees for the service. Cable television systems are
generally constructed and operated pursuant to non-exclusive franchises awarded
by state or local government authorities for specified periods of time.
Systems typically offer subscribers a package of basic video services
consisting of local and distant television broadcast signals,
satellite-delivered non-broadcast channels (which offer programming such as
news, sports, family entertainment, music, weather, shopping, etc.) and public,
governmental and educational access channels.
In addition, premium service channels, which provide movies, live and
taped concerts, sports events and other programming, are offered for an extra
monthly charge. Systems also offer pay-per-view programming, which allows the
subscriber to order special events or movies on a per event basis. Local,
regional and national advertising time is also sold in the Systems, with
commercial advertisements inserted on certain satellite-delivered non-broadcast
channels. Adelphia also sells advertising to various entities for local and
national advertising on certain channels carried by Adelphia, as well as
mailings and other media.
Digital video services are available to Adelphia subscribers who lease a
digital converter. Digital TV is a computerized method of defining, transmitting
and storing information that makes up a television signal. Since digital signals
can be "compressed," Adelphia can transmit up to 12 channels in the space
currently used to transmit just one analog channel. Adelphia Digital Cable TV
subscribers may also receive "multichannel" premium services, such as four
genres of HBO programming from east and west coast satellite feeds, enhanced
pay-per-view options, digital music, an interactive on-screen program guide to
help them navigate the new digital choices, video-on-demand and interactive
programming and e-commerce.
High-Speed Data Services and Internet Access
Power Link, the Company's high-speed data service provided through cable
modems, which includes residential, institutional, and business service
offerings, constitutes an alternative to the traditional slower speed data
offerings available through Internet Service Providers ("ISPs"). Power Link
offers customers speeds comparable to those available through a T1 line, at
costs that compare to a typical ISP plus a second telephone line. Additionally,
as a result of acquisitions, Adelphia also offers high speed data services
through @Home in certain systems.
The Company's deep fiber design allows the use of the expanded bandwidth
potential of digital compression technology for cable data and video services.
High speed cable data services are now available at speeds far in excess of that
which is currently available via a 28.8 or 56 kilobit per second telephone
modem. In addition, using a high speed cable modem and special ethernet card
allows the user to bypass telephone lines, which allows the customer to be
connected to the internet at all times.
The Company also offers high speed internet access through the use of
one way cable modems, which provide the high speeds of broadband on the data
downstream and utilize a telephone line return path. One way cable modems enable
the Company to offer the high speed data service to the bulk of its customers,
while completing the system buildout of two way broadband plant. When the plant
is two way active, these modems can be upgraded across the network to no longer
use the telephone line.
The Company also offers traditional dial up internet access for those
customers who initially prefer this method of internet access to the higher
speeds of our broadband network. This establishes the Company as a full service
internet provider and creates a customer base which can be upgraded to the high
speed service in the future.
Other Services
Adelphia offers wireless messaging services through its wholly owned
subsidiary, PageTime, Inc. ("PageTime"). PageTime provides one-way messaging
services to the Company's Systems via resale arrangements with existing paging
network operators.
Adelphia also offers long distance telephone service on a resale basis.
Services offered include state-to-state and in-state long distance, as well as
800 service, international calling, calling card services and debit card
services. The Company's sales effort is focused on the consumer market and
emphasizes the simplicity and savings of one low usage fee available 24 hours a
day, 7 days a week with no monthly fee.
Operating Strategy
The Company's cable television operations strategy is to construct and
operate a broadband network capable of offering a broad range of
telecommunications services and providing superior customer service while
maximizing operating efficiencies. The Company intends to continue to build on
its expertise as a cable television service provider, and further its presence
as a provider of bundled communications services. The Company's broadband
network allows it to combine its cable television service with high speed data
and internet access, paging and telephony services.
By acquiring and developing systems in geographic proximity, the Company
has been able to realize significant operating efficiencies through the
consolidation of many managerial, administrative and technical functions. The
Systems have consolidated virtually all of their administrative operations,
including customer service, service call dispatching, marketing, human
resources, advertising sales and government relations into regional offices.
Each regional office has a related technical center which contains the
facilities necessary for the Systems' technical functions, including
construction, installation and system maintenance and monitoring. Consolidating
customer service functions into regional offices allows the Company to provide
customer service through better training and staffing of customer service
representatives, and by providing more advanced telecommunications and computer
equipment and software to its customer service representatives than would
otherwise be economically feasible in smaller systems. To this end, Adelphia has
completed several cable system acquisitions and swaps in order to further
cluster systems in close geographic proximity.
The Company considers technological innovation to be an important
component of its service offerings and customer satisfaction. The Company
intends to continue the upgrade of its network infrastructure to add channel
capacity, increase digital transmission capabilities and further improve system
reliability. These improvements will enable the Company to continue its
introduction of additional services, such as digital video, high speed data and
internet service, impulse-ordered pay-per-view programming and interactive
programming, which expand customer choices and are expected to increase Company
revenues. Management believes that the Company is among the leaders of the cable
industry in the deployment of fiber optic cable with one of the most advanced
broadband network infrastructures.
Adelphia Business Solutions
Products and Services
Adelphia Business Solutions products and services are designed to appeal
to the sophisticated communications needs of its business, governmental and
educational customers. Adelphia and Adelphia Business Solutions are not in
competition for the same customer base. Adelphia has concentrated on residential
customers, while Adelphia Business Solutions has concentrated on business,
governmental and educational customers.
Local Services
Adelphia Business Solutions provides local dial-tone services to
customers, which allows them to complete calls in its calling area and to access
a long distance calling area. Local services and long distance services can be
bundled together using the same transport facility. Adelphia Business Solutions'
networks are designed to allow a customer to easily increase or decrease
capacity and alter enhanced services as the communications requirements of the
business change. In addition to its core local services, Adelphia Business
Solutions also provides public payphone services, access to third party
directory assistance and operator services.
Long Distance Services
Adelphia Business Solutions provides domestic and international long
distance services for completing intrastate, interstate and international calls.
Long distance service is offered as an additional service to Adelphia Business
Solutions local exchange customers. Long distance calls that do not terminate
on Adelphia Business Solutions' networks (which are currently the bulk of such
calls) are passed to long distance carriers which route the remaining portion of
the call.
Enhanced Services
In addition to providing typical enhanced services such as voicemail,
call transfer and conference calling, Adelphia Business Solutions offers
additional value-added enhanced services to complement its core local and long
distance services.
These enhanced service offerings include:
Access to Internet Services-Enables customers to use its available
capacity for access to ISPs.
Data Networking Services-Adelphia Business Solutions can provide
high-speed, broadband services to use for data and internet
access such as Integrated Services Digital Network ("ISDN") and
Primary Rate Interface ("PRI").
Specialized Application Services-Adelphia Business Solutions can
create products and services that are tailored for target
industries with special communications needs such as the
hospitality industry. These services typically include
non-measured rate local calling, expanded local calling area,
discounted long distance rates and tailored trunking
configurations.
Internet Support Services-Adelphia Business Solutions can provide
web hosting solutions for commercial and non-profit
organizations. These services may include co-location services,
storage services, domain name registration, virtual hosting
services, traffic statistics, and 24-hour access for web site
changes.
Growth Strategy
Adelphia Business Solutions provides its services to
communications-intensive customers. These customers include business,
governmental and educational end users, as well as other communications service
providers. Adelphia Business Solutions believes that its target customers
represent a large and under-served customer pool that generally have limited
choices in their communications services purchasing decisions. These customers
generally seek reliability, high quality, broad geographic coverage, end-to-end
service, solutions-oriented customer service and timely introduction of new and
innovative services. Adelphia Business Solutions offers dedicated access
services on a wholesale basis to interexchange or long distance carriers
("IXCs") and has national service agreements with AT&T and WorldCom to be
their preferred supplier.
The broad deployment of fiber optic cable in Adelphia Business
Solutions' markets typically enables connectivity among Adelphia Business
Solutions, the incumbent local exchange carrier ("LEC") central offices and
Adelphia Business Solutions' customers. Adelphia Business Solutions expects this
strategy to result in a high proportion of traffic that is both originated and
terminated on its network system, which would provide Adelphia Business
Solutions with higher long-term operating margins. As of December 31, 2000,
Adelphia Business Solutions had collocated in 299 incumbent LEC central offices,
a figure which is expected to increase to approximately 400 during 2001.
In addition to the broad deployment of fiber optic cable in its markets,
Adelphia Business Solutions has been adding an inter-city fiber network system
that connects its various markets. Once fully deployed, this long haul fiber
optic backbone in the eastern half of the United States, combined with Adelphia
Business Solutions' local fiber, will support Adelphia Business Solutions full
line of communications offerings. Management of Adelphia Business Solutions
believes long-term operating margins on Adelphia Business Solutions' long
distance, internet and data transfer businesses will increase as a result of
connecting these markets. Management of Adelphia Business Solutions also
believes that its planned deployment of Local Multipoint Distribution Service
("LMDS") and Digital Subscriber Line ("DSL") technologies will provide
additional, alternative means to connect customers to its networks.
In response to market demands and to maximize its selling efforts,
Adelphia Business Solutions offers a full suite of communications services to
its customers. Adelphia Business Solutions offers its services separately to
suit specific customer needs or bundled together to provide customers with a
cost-effective and comprehensive communications solution. In addition to the
pricing benefits Adelphia Business Solutions' customers receive from purchasing
bundled communications services, management of Adelphia Business Solutions
believes that bundled services provide Adelphia Business Solutions with
increased customer retention, higher operating margins and a reduced cost of
acquiring new customers.
Adelphia Business Solutions' service offerings currently include a wide
range of local dial tone and long distance services in all of Adelphia Business
Solutions' operating markets. In addition, Adelphia Business Solutions has
recognized the expanding demand for high-bandwidth by its customers in order to
support the growing number of data applications. Adelphia Business Solutions'
first series of data products to take advantage of these additional revenue
opportunities is high-speed internet access, frame relay and Asynchoronous
Transmission Mode ("ATM"). Additionally, Adelphia Business Solutions plans to
add to its product capabilities by activating data centers and providing such
products as e-mail, directory services and web hosting. To accelerate Adelphia
Business Solutions' frame relay and ATM service offerings, Adelphia Business
Solutions entered into a wholesale provider agreement with Intermedia
Communications ("Intermedia"), whereby Adelphia Business Solutions uses
Intermedia's frame relay network and data switches to offer data services to
Adelphia Business Solutions' customers and then move Adelphia Business
Solutions' customers' traffic onto its own network system as it becomes
operational. Management of Adelphia Business Solutions believes this approach
provides an efficient market-entry strategy under the Adelphia Business
Solutions trade name, while providing better long-term operating margins through
the use of Adelphia Business Solutions' own network system. Management of
Adelphia Business Solutions believes that the introduction of high margin data
products should drive revenue growth and better leverage Adelphia Business
Solutions' significant fiber assets.
Adelphia Business Solutions has announced that it is limiting its fiber
optic network expansion into the western half of the United States. This reduced
expansion will decrease Adelphia Business Solutions addressable market from 65%
to 53% of the business access lines in the United States and will allow Adelphia
Business Solutions to offer services in approximately 80 markets by December 31,
2001. These markets will provide Adelphia Business Solutions with a market
opportunity of approximately 32 million addressable business access lines, which
currently generate approximately $70,000,000 of annual communications services
revenues.
Recent Development of the Systems
The Company has focused on acquiring and developing systems in markets
which have favorable historical growth trends. The Company believes that the
strong household growth trends in its Systems' market areas are a key factor in
positioning itself for future growth in basic subscribers. For a description of
acquisitions by the Company from April 1, 1998 through March 30, 2001, see Notes
1 and 15 to Adelphia's Consolidated Financial Statements included in Item 8 of
this Annual Report on Form 10-K.
On January 1, 2001, the Company completed its previously announced
agreement to swap certain cable systems with Comcast Corporation ("Comcast") in
a geographic rationalization of the companies' respective markets. Adelphia
added approximately 443,000 subscribers in the Los Angeles, CA area and the West
Palm/Fort Pierce, FL area. In exchange, Comcast received systems currently owned
or managed serving approximately 469,000 subscribers in suburban Philadelphia,
PA, Ocean County, NJ, Ft. Myers, FL, Michigan, New Mexico and Indiana.
During March 2001, the Company completed its previously announced
acquisition of cable television systems, including GS Communications, Inc. These
systems served approximately 155,000 subscribers at the date of acquisition,
primarily in the Virginia cluster. In connection with the acquisition, Adelphia
issued 2,394,778 shares of its Class A common stock and paid cash of
approximately $705,000.
The Company will continue to evaluate new opportunities that allow for
the expansion of its business through the acquisition of additional cable
television systems in geographic proximity to its existing regional market areas
or in locations that can serve as the basis for new market areas, either
directly or indirectly through joint ventures, where appropriate.
The following table indicates the number of homes passed by cable and
the number of basic subscribers for each of the two years in the period ended
March 31, 1998 and for each of the three years in the period ended December 31,
2000.
Year Ended March 31, Year Ended December 31,
-------------------------- -------------------------------------------
1997 1998 1998 1999 2000
------------- ------------ ------------- ------------- ---------------
Homes passed (a, b) 2,220,695 2,425,253 3,075,580 7,722,933 8,757,938
Basic subscribers (b, c) 1,555,174 1,716,762 2,169,882 4,990,092 5,547,690
(a) A home which a broadband network passes in front of is deemed to be
"passed" by cable if it can be connected to the distribution system
without any further extension of the cable distribution plant.
(b) Data for the Olympus systems (which became wholly owned and consolidated
on October 1, 1999) is included under Company Systems for all periods
presented.
(c) A home with one or more television sets connected to a cable system is
counted as one basic subscriber.
Market Areas
The Systems are "clustered" in six core market areas as follows:
MARKET AREA LOCATION OF SYSTEMS
Los Angeles City and suburbs of Los Angeles
PONY City and suburbs of Buffalo and the adjacent Niagara
Falls area, city of Erie, Pennsylvania, suburbs of
Cleveland, Ohio and several small communities in the
southern tier of New York
Suburbs of Pittsburgh and several small communities
in western Pennsylvania, Maryland and West Virginia
New England Cape Cod communities, South Shore communities
(the area between Boston and Cape Cod,
Massachusetts), Martha's Vineyard, Massachusetts and
Bennington, Burlington, Rutland and Montpelier,
Vermont and surrounding communities in Vermont, New
Hampshire and New York and Seymour and Waterbury,
Connecticut and communities in southern, central and
coastal Maine
Florida Portions of southern Dade, Citrus, Orange,
Hillsborough, Palm Beach, Martin, Broward, Lee and
St. Lucie Counties and Hilton Head, South Carolina
Virginia Winchester, Charlottesville, Staunton, Richland,
Martinsville, Blacksburg, Salem, Hopewell, Prince
George, Harrisonburg, Petersburg and surrounding
communities in Virginia, and South Boston and
Elizabeth City, North Carolina
Colorado Springs City of Colorado Springs
Other Various locations throughout the United States and
Puerto Rico
The following table summarizes by market area the homes passed by cable,
basic subscribers and premium service units for the Systems as of December 31,
2000.
Basic
Subscribers
as a
% of
Homes Basic Homes
Passed Subscribers Passed
Company Systems:
PONY 1,659,460 1,069,406 64.44%
Los Angeles 1,593,764 846,868 53.14%
Florida 1,130,606 744,177 65.82%
New England 1,097,119 783,887 71.45%
Virginia 714,327 520,344 72.84%
Colorado Springs 196,843 112,896 57.35%
Other 2,365,819 1,470,112 62.14%
----------- ------------
Total Company Systems 8,757,938 5,547,690 63.34%
=========== ============
Managed Systems:
Florida 110,251 84,871 76.98%
PONY 83,702 61,651 73.66%
Virginia 31,643 21,410 67.66%
Other 37,006 25,746 69.57%
----------- ------------
Total Managed Systems 262,602 193,678 73.75%
=========== ============
Total Systems:
PONY 1,743,162 1,131,057 64.89%
Los Angeles 1,593,764 846,868 53.14%
Florida 1,240,857 829,048 66.81%
New England 1,097,119 783,887 71.45%
Virginia 745,970 541,754 72.62%
Colorado Springs 196,843 112,896 57.35%
Other 2,402,825 1,495,858 62.25%
----------- ------------
Total Systems 9,020,540 5,741,368 63.65%
=========== ============
Financial Information
The financial data regarding the revenues, results of operations and
identifiable assets for the Company's two business segments as of and for the
two fiscal years ended March 31, 1997 and 1998, as of and for the nine months
ended December 31, 1998 and as of and for the years ended December 31, 1999 and
2000 are set forth in, and incorporated herein by reference to, Item 6 -
Business Segment Information of this Annual Report on Form 10-K.
Cable Television Operations
Technologies and Capital Improvements
The Company has made a substantial commitment to the technological
development of the Systems and is aggressively investing in the upgrade of the
technical capabilities of its cable plant in a cost efficient manner. The
Company continues to deploy fiber optic cable and to upgrade the technical
capabilities of its broadband networks. The result is significant increases in
network capacity, digital capability, two-way communication and network
reliability.
The design of the current Systems upgrade, when completed, will deploy
on average one fiber optic node for every two system plant miles or
approximately one fiber node for every 180 homes passed compared to the industry
norm of 500 to 1,000 homes passed per fiber optic node. Approximately 82% of the
Systems will be upgraded to greater than 750 Mhz. Approximately 18% of the plant
will remain at 550 Mhz. The upgraded system will be completely addressable and
provide two-way communication capability. The additional bandwidth enables the
Company to offer additional video, data and programming services. A portion of
the bandwidth is allocated to service offerings such as two-way data, telephony
and video-on-demand. The Company believes this combination of bandwidth and the
relatively low number of homes passed per fiber node will provide adequate
capacity and flexibility to offer existing and anticipated services into the
foreseeable future with limited additional capital expenditures.
The upgraded Systems, on average, will include only two active pieces of
equipment between the headend and the home. Limiting the number of active pieces
of equipment combined with the small number of homes per fiber node reduces the
potential for mechanical failure and the number of customers affected by such a
failure, all of which provides increased reliability to the customers.
Subscriber Services and Rates
The Company's revenues are derived principally from monthly subscription
fees for various services. Rates to subscribers vary in accordance with the type
of service selected. Although service offerings vary across franchise areas
because of differences in network capabilities, each of the areas typically
offers services at monthly prices ranging as follows:
Service Rate Range
Basic Cable Television $ 7.00 - 19.00
Cable Value Cable Television $ 11.00 - 28.00
Premium Cable Television $ 9.00 - 14.00
Digital Cable Television $ 10.00
High Speed Internet Access $ 35.00 - 50.00
Dial-up Internet Access $ 16.00
Paging $ 7.00 - 35.00
Long Distance $ .07 - .08 per minute
In addition, the Company derives other telephony revenues with rates
determined on a usage basis.
An installation fee, which the Company may wholly or partially waive
during a promotional period, is usually charged to new subscribers.
The Cable Communications Policy Act of 1984 (the "1984 Cable Act"), as
amended by the Cable Television Consumer Protection and Competition Act of 1992
(the "1992 Cable Act"), deregulated basic service rates for systems in
communities meeting the Federal Communication Commissions ("FCC") definition of
effective competition. Pursuant to the FCC's definition of effective competition
adopted following enactment of the 1984 Cable Act, substantially all of the
Company's franchises were rate deregulated. However, in June 1991, the FCC
amended its effective competition standard, which increased the number of cable
systems which could be subject to local rate regulation. The 1992 Cable Act
contains a definition of effective competition under which nearly all cable
systems in the United States are subject to regulation of basic service rates.
Additionally, the legislation (i) eliminated the 5% annual basic rate increase
allowed by the 1984 Cable Act without local approval; (ii) allows the FCC to
adjudicate the reasonableness of rates for non-basic service tiers, other than
premium services, for cable systems not subject to effective competition in
response to complaints filed by franchising authorities and/or cable
subscribers; (iii) prohibits cable systems from requiring subscribers to
purchase service tiers above basic service in order to purchase premium services
if the system is technically capable of doing so; (iv) allows the FCC to impose
restrictions on the retiering and rearrangement of cable services under certain
circumstances; and (v) permits the FCC and franchising authorities more latitude
in controlling rates and rejecting rate increase requests. The
Telecommunications Act of 1996 (the "1996 Act") ended FCC regulation on nonbasic
tier rates on March 31, 1999.
For a discussion of recent FCC rate regulation and related developments,
see "Legislation and Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Regulatory and Competitive
Matters."
Franchises
The 1984 Cable Act provides that cable operators may not offer cable
service to a particular community without a franchise unless such operator was
lawfully providing service to the community on July 1, 1984 and the franchising
authority does not require a franchise. The Systems operate pursuant to
franchises or other authorizations issued by governmental authorities,
substantially all of which are nonexclusive. Such franchises or authorizations
awarded by a governmental authority generally are not transferable without the
consent of the authority. As of December 31, 2000, the Company held 2,985
franchises, and the Managed Entities held 115 franchises. Most of these
franchises can be terminated prior to their stated expiration by the relevant
governmental authority, after due process, for breach of material provisions of
the franchise.
Under the terms of most of the Company's franchises, a franchise fee
(generally ranging up to 5% of the gross revenues of the cable system) is
payable to the governmental authority. For the past three years, franchise fee
expense incurred by the Company has averaged approximately 2.9% of gross system
revenues.
The franchises issued by the governmental authorities are subject to
periodic renewal. In renewal hearings, the authorities generally consider, among
other things, whether the franchise holder has provided adequate service and
complied with the franchise terms. In connection with a renewal, the authority
may impose different and more stringent terms, the impact of which cannot be
predicted. To date, all of the Company's material franchises have been renewed
or extended, at or effective upon their stated expiration, generally on modified
terms. Such modified terms have not been materially adverse to the Company.
The Company believes that all of its material franchises are in good
standing. From time to time, the Company notifies the franchising authorities of
the Company's intent to seek renewal of the franchise in accordance with the
procedures set forth in the 1984 Cable Act. The 1984 Cable Act process requires
that the governmental authority consider the franchise holder's renewal proposal
on its own merits in light of the franchise holder's past performance and the
community's needs and interests, without regard to the presence of competing
applications. See "Legislation and Regulation." The 1992 Cable Act alters the
administrative process by which operators utilize their 1984 Cable Act franchise
renewal rights. Such changes could make it easier in some instances for a
franchising authority to deny renewal of a franchise.
Adelphia Business Solutions
Networks
Network Construction
Adelphia Business Solutions' networks are constructed to
cost-effectively access areas of significant end user communications traffic, as
well as the majority of the Local Exchange Carriers Central Offices ("LEC-COs")
and Points of Presence ("POPs") and most of the IXCs. Adelphia Business
Solutions establishes general requirements for network design including
engineering specifications, fiber type and amount, construction timelines and
quality control. Adelphia Business Solutions' engineering personnel provide
project management, including contract negotiation and overall supervision of
the construction, testing and certification of all facilities. The construction
period for a new network varies depending upon the number of route miles to be
installed, the initial number of buildings targeted for connection to the
network, the general deployment of the network and other factors.
Network Operating Control Center ("NOCC")
Adelphia Business Solutions' NOCC is located in Coudersport,
Pennsylvania. The NOCC is equipped with state-of-the-art system monitoring and
control technology. The NOCC is a single point interface for monitoring all of
Adelphia Business Solutions' networks and provisioning all services and systems
necessary to operate the networks. The NOCC supports all of Adelphia Business
Solutions' networks including the management of 3,173 building connections, 33
switches or remote switching modules and 8,975 network route miles as of
December 31, 2000. The NOCC is designed to accommodate Adelphia Business
Solutions' anticipated growth.
The NOCC is utilized for a variety of network management and control
functions including monitoring, managing and diagnosing Adelphia Business
Solutions' SONET networks, central office equipment, customer circuits and
signals and Adelphia Business Solutions' switches and associated equipment. The
NOCC is also the location where Adelphia Business Solutions provisions,
coordinates, tests and accepts all orders for switched and dedicated circuit
orders. In addition, the NOCC maintains the database for Adelphia Business
Solutions' circuits and network availability. Network personnel at the NOCC also
develop and distribute a variety of software utilized to manage and maintain the
networks.
Adelphia Business Solutions' Networks
As of December 31, 2000, references to the "networks" or the "Company's
networks" mean the (i) telecommunications networks (the "Original Markets") in
operation or under construction as of May 8, 1998, the date of Adelphia Business
Solutions' initial public offering, which include three joint venture
partnerships or limited liability companies managed by Adelphia Business
Solutions and in which Adelphia Business Solutions holds a 50% interest and are
broken into two subcategories, those 14 markets which began operations in 1996
or previously (the "Class of 1996") and the eight markets which began operations
in 1997 or 1998 (the "Class of 1997/98") and (ii) additional networks
operational or under development subsequent to May 8, 1998 (the "Expansion
Markets") which are broken into two subcategories, those which began operations
in 1999 (the "Class of 1999"), and those which began operations in 2000 (the
"Class of 2000"). Of these markets, in December 2000, Adelphia Business
Solutions sold one Class of 1996 market, two Class of 1999 markets and three
Class of 2000 markets to Adelphia.
Connections to Customer Locations
Office buildings are connected by network backbone extensions to one of
a number of physical rings of fiber optic cable, which originate and terminate
at Adelphia Business Solutions' central office. Signals are sent simultaneously
on both primary and alternate protection paths through a network backbone to
Adelphia Business Solutions' central office. Within each building, Adelphia
Business Solutions-owned internal wiring connects Adelphia Business Solutions'
fiber optic terminal equipment to the customer premises. Customer equipment is
connected to Adelphia Business Solutions-provided electronic equipment generally
located where customer transmissions are digitized, combined and converted to an
optical signal. The traffic is then transmitted through the network backbone to
Adelphia Business Solutions' central office where it can be reconfigured for
routing to its ultimate destination on the network.
Cable Television Operations
Competition
Although the Company and the cable television industry have historically
faced modest competition, the competitive landscape is changing and competition
has increased. The Company believes that the increase in competition within its
communities will continue to occur over the next several years.
At the present time, cable television systems compete with other
communications and entertainment media, including off-air television broadcast
signals, which a viewer is able to receive directly using the viewer's own
television set and antenna. The extent to which a cable system competes with
over-the-air broadcasting depends upon the quality and quantity of the broadcast
signals available by direct antenna reception compared to the quality and
quantity of such signals and alternative services offered by a cable system. In
many areas, television signals which constitute a substantial part of basic
service can be received by viewers who use their own antennas. Local television
reception for residents of apartment buildings or other multi-unit dwelling
complexes may be aided by use of private master antenna services. Cable systems
also face competition from alternative methods of distributing and receiving
television signals and from other sources of entertainment such as live sporting
events, movie theaters and home video products, including multimedia computers,
videocassette recorders, digital video disc players and compact disc players. In
recent years, the FCC has adopted policies providing for authorization of new
technologies and a more favorable operating environment for certain existing
technologies that provide, or may provide, substantial additional competition
for cable television systems. The extent to which cable television service is
competitive depends in significant part upon the cable television system's
ability to provide an even greater variety of programming and other services
than that available off-air or through competitive alternative delivery sources.
In addition, certain provisions of the 1992 Cable Act and the 1996 Act are
expected to increase competition significantly in the cable industry. See
"Legislation and Regulation."
The 1992 Cable Act prohibits the award of exclusive franchises,
prohibits franchising authorities from unreasonably refusing to award additional
franchises and permits them to operate cable systems themselves without
franchises.
Individuals presently have the option to purchase either C-band earth
stations or high-powered direct broadcast satellites ("DBS") utilizing video
compression technology. Earth Station technology requires expensive equipment
and room to spin to see more than one satellite, as well as limits on capacity.
DBS technology has the capability of providing more than 100 channels of
programming over a single high-powered DBS satellite with significantly higher
capacity available if multiple satellites are placed in the same orbital
position. Video compression technology is being used by cable operators to
similarly increase their channel capacity. DBS service can be received virtually
anywhere in the United States through the installation of a small rooftop or
side-mounted antenna, and it is more accessible than cable television service
where a cable plant has not been constructed or where it is not cost effective
to construct cable television facilities. DBS is being heavily marketed on a
nationwide basis by competing service providers. Congress passed the Satellite
Home Viewer Act in late 1999. The law allows DBS providers to offer local
broadcast channels. DBS companies have since added a number of local channels in
some regions, a trend that will continue, thus lessening the distinction between
cable television and DBS service. DBS subscribers in Vermont exist at levels
sufficient for the FCC to have declared all Adelphia systems subject to
effective competition in that state and therefore, deregulated as to rates and
charges for cable service at the basic, as well as cable programming service
level.
Cable communications systems also compete with wireless program
distribution services such as multichannel, multipoint distribution service
("MMDS"), commonly called wireless cable systems, which use low-power microwave
frequencies to transmit video programming over-the-air to subscribers. There are
MMDS operators who are authorized to provide or are providing broadcast and
satellite programming to subscribers in areas served by the Company's Systems.
MMDS systems are less capital intensive, are not required to obtain local
franchises or to pay franchise fees and are subject to fewer regulatory
requirements than cable television systems. MMDS systems' ability to compete
with cable television systems has previously been limited by channel capacity,
the inability to obtain programming and regulatory delays. Recently, however,
MMDS systems have developed digital compression technology which provides for
more channel capacity and better signal delivery. Although relatively few MMDS
systems in the United States are currently in operation or under construction,
virtually all markets have been licensed or tentatively licensed. A series of
actions taken by the FCC, including reallocating certain frequencies to wireless
services, are intended to facilitate the development of wireless cable
television spectrum that will be used by wireless operators to provide
additional channels of programming over longer distances. Several Regional Bell
Operating Companies ("RBOC") acquired interests in major MMDS companies. The
Company is unable to predict whether wireless video services will have a
material impact on its operations.
Additional competition may come from private cable television systems
servicing condominiums, apartment complexes and certain other multiple unit
residential developments. The operators of these private systems, known as
satellite master antenna television ("SMATV") systems, often enter into
exclusive agreements with apartment building owners or homeowners' associations
which preclude franchised cable television operators from serving residents of
such private complexes. However, the 1984 Cable Act gives franchised cable
operators the right to use existing compatible easements within their franchise
areas upon nondiscriminatory terms and conditions. Accordingly, where there are
preexisting compatible easements, cable operators may not be unfairly denied
access or discriminated against with respect to the terms and conditions of
access to those easements. There have been conflicting judicial decisions
interpreting the scope of the access right granted by the 1984 Cable Act,
particularly with respect to easements located entirely on private property.
Further, while a franchised cable television system typically is obligated to
extend service to all areas of a community regardless of population density or
economic risk, a SMATV system may confine its operation to small areas that are
easy to serve and more likely to be profitable. Under the 1996 Act, SMATV
systems can interconnect non-commonly owned buildings without having to comply
with local, state and federal regulatory requirements that are imposed upon
cable systems providing similar services, as long as they do not use public
rights-of-way. The U.S. Copyright Office has concluded that SMATV systems are
"cable systems" for purposes of qualifying for the compulsory copyright license
established for cable systems by federal law.
The FCC also has initiated a new rulemaking proceeding looking toward
the allocation of frequencies in the 28 Ghz range for a new multi-channel
wireless video service which could make 98 video channels available in a single
market. It cannot be predicted at this time whether competitors will emerge
utilizing such frequencies or whether such competition would have a material
impact on the operations of cable television systems.
The FCC has recently auctioned a sizable amount of spectrum in the 31
Ghz band for use by a new wireless service, LMDS, which among other uses, can
deliver over 100 channels of digital programming directly to consumers' homes.
The FCC auctioned this spectrum to the public during 1998, with cable operators
and local telephone companies restricted in their participation in this auction.
The extent to which the winning licenses in this service will use this spectrum
in particular regions of the country to deliver multichannel video programming
to subscribers, and therefore provide competition for franchised cable systems,
is at this time, uncertain. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
The 1996 Act eliminates the restriction against ownership and operation
of cable systems by local telephone companies within their local exchange
service areas. Telephone companies are now free to enter the retail video
distribution business through any means, such as DBS, MMDS, SMATV or as
traditional franchised cable system operators. Alternatively, the 1996 Act
authorizes local telephone companies to operate "open video systems" without
obtaining a local cable franchise, although telephone companies operating such
systems can be required to make payments to local governmental bodies in lieu of
cable franchise fees. Up to two-thirds of the channel capacity of an "open video
system" must be available to programmers unaffiliated with the local telephone
company. The open video system concept replaces the FCC's video dialtone rules.
The 1996 Act also includes numerous provisions designed to make it easier for
cable operators and others to compete directly with local exchange telephone
carriers. With certain limited exceptions, neither a local exchange carrier nor
a cable operator can acquire more than 10% of the other entity operating within
its own service area.
Advances in communications technology, as well as changes in the
marketplace and the regulatory and legislative environment, are constantly
occurring. Thus, it is not possible to predict the effect that ongoing or future
developments might have on the cable industry. The ability of cable systems to
compete with present, emerging and future distribution media will depend to a
great extent on obtaining and delivering attractive programming. The
availability and exclusive use of a sufficient amount of quality programming may
in turn be affected by developments in regulation or copyright law. See
"Legislation and Regulation."
The cable television industry competes with radio, television, the
internet, and print media for advertising revenues. As the cable television
industry continues to develop programming designed specifically for distribution
by cable, advertising revenues may increase. Premium programming provided by
cable systems is subject to the same competitive factors which exist for other
programming discussed above. The continued profitability of premium services may
depend largely upon the continued availability of attractive programming at
competitive prices.
Adelphia Business Solutions
Competition
In each of the markets served by Adelphia Business Solutions' networks,
the services offered by Adelphia Business Solutions compete principally with the
services offered by the incumbent LEC serving that area. Incumbent LECs have
long-standing relationships with their customers, have the potential to
subsidize competitive services from monopoly service revenues, and benefit from
favorable state and federal regulations. In light of the passage of the 1996
Act, federal and state regulatory initiatives will provide increased business
opportunities to competitive local exchange carriers ("CLECs") such as Adelphia
Business Solutions, however regulators may provide incumbent LECs with increased
pricing flexibility for their services as competition increases. Further, if a
RBOC is authorized to provide long distance service originating in one or more
states by fulfilling the market operating provisions of the 1996 Act, the RBOC
may be able to offer "one stop shopping" that would be competitive with Adelphia
Business Solutions' offerings. To date, the FCC has approved Verizon's (formerly
Bell Atlantic) application for such authority in New York and SBC's applications
in Texas, Oklahoma and Kansas. These approvals could result in decreased market
share for the major IXCs, which are among the operating companies' significant
customers. Any of these results could have an adverse effect on Adelphia
Business Solutions.
There has been significant merger activity among the RBOCs in
anticipation of entry into the long distance market, including the completed
merger of Ameritech and SBC, whose combined territory covers a substantial
portion of Adelphia Business Solutions markets. Other combinations have occurred
in the industry which may have an effect on Adelphia Business Solutions, such as
the combination of AT&T Corp. and MediaOne, Bell Atlantic and GTE (which became
Verizon Communications), Qwest and US West, and AOL with Time Warner.
The effects of these combinations are unknown at this time. Management of
Adelphia Business Solutions believes that combinations of RBOCs and others will
pose a greater competitive threat to Adelphia Business Solutions' strategy of
originating and terminating a significant proportion of its customers'
communications traffic over its own networks, rather than relying on the network
of the incumbent LEC.
Adelphia Business Solutions also faces, and will continue to face,
competition from other current and potential market entrants, including other
CLECs and data-centric local providers, incumbent LECs, which are not subject to
RBOC restrictions on long distance, AT&T, WorldCom, Sprint and other IXCs, cable
television companies, electric utilities, microwave carriers, wireless
telecommunications providers and private networks built by large end users. In
addition, new carriers, such as Global Crossing, Williams, Qwest and Level 3 are
building and managing nationwide networks which, in some cases, are designed to
provide local services. Further, AT&T's acquisition of various cable companies
will exploit ubiquitous local cable infrastructure for telecommunications and
other services provided by the operating companies. Finally, although Adelphia
Business Solutions has generally good relationships with the existing IXCs,
there are no assurances that any of these IXCs will not build their own
facilities, purchase other carriers or their facilities, or resell the services
of other carriers rather than use Adelphia Business Solutions' services when
entering the market for local exchange services.
Employees
At January 26, 2001, there were 15,735 full-time employees of the
Company and the Managed Entities, of which 738 employees were covered by
collective bargaining agreements at 23 locations. The Company considers its
relations with its employees to be good.
Legislation and Regulation
The cable television industry is regulated by the FCC, the principal
federal regulatory agency with jurisdiction over cable television, some state
governments and most local governments. In addition, various legislative and
regulatory proposals under consideration from time to time by Congress and
various federal agencies may materially affect the cable television industry.
The following is a summary of federal laws and regulations affecting the growth
and operation of the cable television industry and a description of certain
state and local laws.
Federal Regulation
The FCC has adopted regulations covering such areas as cross-ownership
between cable television systems and other communications businesses, carriage
of television broadcast programming, cable rates, consumer protection and
customer service, leased access, indecent programming, programmer access to
cable television systems, programming agreements, technical standards, consumer
electronics equipment compatibility, ownership of home wiring, program
exclusivity, equal employment opportunity, consumer education and lockbox
enforcement, origination cablecasting and sponsorship identification, children's
programming, signal leakage and frequency use, maintenance of various records,
and antenna structure notification, marking and lighting. The FCC has the
authority to enforce these regulations through the imposition of substantial
fines, the issuance of cease and desist orders and/or the imposition of other
administrative sanctions, such as the revocation of FCC licenses needed to
operate certain transmission facilities often used in connection with cable
operations. A brief summary of certain of these federal regulations as adopted
to date follows.
Rate Regulation
The 1984 Cable Act codified existing FCC preemption of rate regulation
for premium channels and optional non-basic program tiers. The 1984 Cable Act
also deregulated basic cable rates for cable television systems determined by
the FCC to be subject to effective competition. The 1992 Cable Act substantially
changed the previous statutory and FCC rate regulation standards. The 1992 Cable
Act replaced the FCC's old standard for determining effective competition, under
which most cable television systems were not subject to rate regulation, with a
statutory provision that resulted in nearly all cable television systems
becoming subject to rate regulation of basic service. The 1996 Act expands the
definition of effective competition to cover situations where a local telephone
company or its affiliate, or any multichannel video provider using telephone
company facilities, offers comparable video service by any means except direct
broadcast satellite television systems. Satisfaction of this test deregulates
all rates.
For cable systems not subject to effective competition, the 1992 Cable
Act required the FCC to adopt a formula for franchising authorities to assure
that basic cable rates are reasonable; allowed the FCC to review rates for cable
programming service tiers, other than per-channel or per-program services, in
response to complaints filed by franchising authorities and/or cable customers;
prohibited cable television systems from requiring basic customers to purchase
service tiers above basic service in order to purchase premium services if the
system is technically capable of compliance; required the FCC to adopt
regulations to establish, on the basis of actual costs, the price for
installation of cable service, remote controls, converter boxes and additional
outlets; and allowed the FCC to impose restrictions on the retiering and
rearrangement of cable services under certain limited circumstances. The 1996
Act limited the class of complainants regarding cable programming service tier
rates to franchising authorities only, after first receiving two rate complaints
from local customers, and ended FCC regulation of cable programming service tier
rates on March 31, 1999. The 1996 Act also relaxed existing uniform rate
requirements by specifying that such requirements do not apply where the
operator faces effective competition, and by exempting bulk discounts to
multiple dwelling units, although complaints about predatory pricing may be
lodged with the FCC.
The FCC's implementing regulations contain standards for the regulation
of basic service rates. Local franchising authorities and the FCC, respectively,
are empowered to order a reduction of existing rates which exceed the maximum
permitted level for basic services and associated equipment, and refunds can be
required. The FCC adopted a benchmark price cap system for measuring the
reasonableness of existing basic service rates. Alternatively, cable operators
have the opportunity to make cost-of-service showings which, in some cases, may
justify rates above the applicable benchmarks. The rules also require that
charges for cable-related equipment, converter boxes and remote control devices,
for example, and installation services be unbundled from the provision of cable
service and based upon actual costs plus a reasonable profit. The regulations
also provide that future rate increases may not exceed an inflation-indexed
amount, plus increases in certain costs beyond the cable operator's control,
such as taxes, franchise fees and increased programming costs. Cost-based
adjustments to these capped rates can also be made in the event a cable
television operator adds or deletes channels. There is also a streamlined
cost-of-service methodology available to justify a rate increase on the basic
tier for "significant" system rebuilds or upgrades.
Finally, there are regulations which require cable television systems to
permit customers to purchase video programming on a per channel or a per program
basis without the necessity of subscribing to any tier of service, other than
the basic service tier, unless the cable television system is technically
incapable of doing so. Generally, this exemption from compliance with the
statute for cable television systems that do not have such technical capability
is available until a cable television system obtains the capability, but not
later than December 2002.
Carriage of Broadcast Television Signals
The 1992 Cable Act contains signal carriage requirements which allow
commercial television broadcast stations that are "local" to a cable television
system, that is to say that the system is located in the station's designated
market area, to elect every three years whether to require the cable television
system to carry the station, subject to certain exceptions, or whether the cable
television system will have to negotiate for "retransmission consent" to carry
the station. The next election between must-carry and retransmission consent
will be October 1, 2002. A cable television system is generally required to
devote up to one-third of its activated channel capacity for the carriage of
local commercial television stations whether pursuant to mandatory carriage
requirements or the retransmission consent requirements of the 1992 Cable Act.
Local non-commercial television stations are also given mandatory carriage
rights, subject to certain exceptions, within the larger of: (a) a 50 mile
radius from the station's city of license; or (b) the station's Grade B contour,
a measure of signal strength. Unlike commercial stations, noncommercial stations
are not given the option to negotiate retransmission consent for the carriage of
their signal. In addition, cable television systems have to obtain
retransmission consent for the carriage of all "distant" commercial broadcast
stations, except for certain "superstations," which are commercial
satellite-delivered independent stations such as WGN. To date, compliance with
the "retransmission consent" and "must carry" provisions of the 1992 Cable Act
has not had a material effect on the Company, although this result may change in
the future depending on such factors as market conditions, channel capacity and
similar matters when such arrangements are renegotiated. The FCC recently
completed a rulemaking proceeding dealing with the carriage of television
signals in high definition and digital formats. The FCC decided that local
television broadcast stations transmitting solely in a digital format are
presently entitled to carriage. However, stations transmitting in both digital
and analog formats, which is permitted during the current transition period,
have no carriage rights for the digital format until they cease transmitting an
analog signal.
Franchise Fees and Other Franchise Requirements
Although franchising authorities may impose franchise fees under the
1984 Cable Act, such payments cannot exceed 5% of a cable television system's
annual gross revenues. Under the 1996 Act, franchising authorities may not exact
franchise fees from revenues derived from telecommunications services, although
they may be able to exact some additional compensation for the use of public
rights-of-way. Franchising authorities are also empowered, in awarding new
franchises or renewing existing franchises, to require cable television
operators to provide cable-related facilities and equipment and to enforce
compliance with voluntary commitments. In the case of franchises in effect prior
to the effective date of the 1984 Cable Act, franchising authorities may enforce
requirements contained in the franchise relating to facilities, equipment and
services, whether or not cable-related. The 1984 Cable Act, under certain
limited circumstances, permits a cable operator to obtain modifications of
franchise obligations.
Renewal of Franchises
The 1984 Cable Act and the 1992 Cable Act establish renewal procedures
and criteria designed to protect incumbent franchisees against arbitrary denials
of renewal and to provide specific grounds for franchising authorities to
consider in making renewal decisions, including a franchisee's performance under
the franchise and community needs. Even after the formal renewal procedures are
invoked, franchising authorities and cable television operators remain free to
negotiate a renewal outside the formal process. Nevertheless, renewal is by no
means assured, as the franchisee must meet certain statutory standards. Even if
a franchise is renewed, a franchising authority may impose new and more onerous
requirements such as rebuilding facilities and equipment, although the
municipality must take into account the cost of meeting such requirements.
Similarly, if a franchising authority's consent is required for the purchase or
sale of a cable television system or franchises, such authority may attempt to
impose burdensome or onerous franchise requirements in connection with a request
for such consent. Historically, franchises have been renewed for cable
television operators that have provided satisfactory services and have complied
with the terms of their franchises.
The 1992 Cable Act makes several changes to the process under which a
cable television operator seeks to enforce its renewal rights which could make
it easier in some cases for a franchising authority to deny renewal. Franchising
authorities may consider the "level" of programming service provided by a cable
television operator in deciding whether to renew. For alleged franchise
violations occurring after 1984, franchising authorities are no longer precluded
from denying renewal based on failure to substantially comply with the material
terms of the franchise where the franchising authority has "effectively
acquiesced" to such past violations. Rather, the franchising authority is
stopped if, after giving the cable television operator notice and opportunity to
cure, it fails to respond to a written notice from the cable television operator
of its failure or inability to cure. Courts may not reverse a denial of renewal
based on procedural violations found to be "harmless error."
Channel Set-Asides
The 1984 Cable Act permits local franchising authorities to require
cable television operators to set aside certain television channels for public,
educational and governmental access programming. The 1984 Cable Act further
requires cable television systems with thirty-six or more activated channels to
designate a portion of their channel capacity for commercial leased access by
unaffiliated third parties to provide programming that may compete with services
offered by the cable television operator. The 1992 Cable Act requires leased
access rates to be set according to a formula determined by the FCC.
Ownership
The 1996 Act repealed the statutory ban against local exchange carriers
providing video programming directly to customers within their local exchange
telephone service areas. Consequently, the 1996 Act permits telephone companies
to compete directly with operations of cable television systems. Under the 1996
Act and FCC rules adopted to implement the 1996 Act, local exchange carriers may
provide video service as broadcasters, common carriers, or cable operators.
The 1996 Act generally prohibits local exchange carriers from purchasing
any ownership interest in a cable television system exceeding 10% located within
the local exchange carriers telephone service area, prohibits cable operators
from purchasing local exchange carriers whose service areas are located within
the cable operator's franchise area, and prohibits joint ventures between
operators of cable television systems and local exchange carriers operating in
overlapping markets. There are some statutory exceptions, including a rural
exemption that permits buyouts in which the purchased cable television system or
local exchange carrier serves a non-urban area with fewer than 35,000
inhabitants, and exemptions for the purchase of small cable television systems
located in non-urban areas. Also, the FCC may grant waivers of the buyout
provisions in certain circumstances.
The 1996 Act makes several other changes to relax ownership restrictions
and regulations of cable television systems. The 1996 Act repeals the 1992 Cable
Act's three-year holding requirement pertaining to sales of cable television
systems. The statutory broadcast/cable cross-ownership restrictions imposed
under the 1984 Cable Act have been eliminated, although the FCC's regulations
prohibiting broadcast/cable common-ownership currently remain in effect. The
FCC's rules also generally prohibit cable operators from offering satellite
master antenna service separate from their franchised systems in the same
franchise area, unless the cable operator is subject to "effective competition"
there.
The 1996 Act amends the definition of a "cable system" under the
Communications Act of 1934 (the "Communications Act") so that competitive
providers of video services will be regulated and franchised as "cable systems"
only if they use public rights-of-way. Thus, a broader class of entities
providing video programming may be exempt from regulation as cable television
systems under the Communications Act.
Pursuant to the 1992 Cable Act, the FCC has imposed limits on the number
of cable television systems which a single cable television operator can own. In
general, no cable television operator can have an attributable interest in cable
television systems which serve more than 30% of all multi-channel video
programming distributors nationwide. Attributable interests for these purposes
include voting interests of 5% or more, non-voting interests of 33% or more of
the total assets (debt plus equity), officerships, directorships and general
partnership interests.
The FCC has also adopted rules which limit the number of channels on a
cable television system which can be occupied by national video programming
services in which the entity which owns the cable television system has an
attributable interest. The limit is 40% of the first 75 activated channels. The
U.S. Court of Appeals for the District of Columbia Circuit recently overturned
the 30% multiple ownership and 40% programming interest rules on the ground that
they are an unsupported intrusion on cable operators' First Amendment rights.
The rulemaking decision was remanded to the FCC for further proceedings. The
constitutionality of the underlying statute had previously been sustained by the
same court. The FCC has yet to announce what action it will take on either of
these limitations.
The 1996 Act provides that registered utility holding companies and
subsidiaries may provide telecommunications services, including cable
television, notwithstanding the Public Utilities Holding Company Act of 1935, as
amended. Electric utilities must establish separate subsidiaries known as
"exempt telecommunications companies" and must apply to the FCC for operating
authority. Due to their resources, electric utilities could be formidable
competitors to traditional cable television systems.
Access to Programming
The 1992 Cable Act imposed restrictions on the dealings between cable
operators and cable programmers. Of special significance from a competitive
business posture, the 1992 Cable Act precludes video programmers affiliated with
cable companies from favoring their affiliated cable operators over competitors
and requires such programmers to sell their programming to other multichannel
video distributors. This provision limits the ability of vertically integrated
cable programmers to offer exclusive programming arrangements to cable
companies. Certain of these restrictions are scheduled to expire in October 2002
unless the FCC decides that they should be continued.
Privacy
The 1984 Cable Act imposes a number of restrictions on the manner in
which cable television operators can collect and disclose data about individual
system customers. The statute also requires that the system operator
periodically provide all customers with written information about its policies
regarding the collection and handling of data about customers, their privacy
rights under federal law and their enforcement rights. In the event that a cable
television operator was found to have violated the customer privacy provisions
of the 1984 Cable Act, it could be required to pay damages, attorneys' fees and
other costs. Under the 1992 Cable Act, the privacy requirements were
strengthened to require that cable television operators take such actions as are
necessary to prevent unauthorized access to personally identifiable information.
Franchise Transfers
The 1992 Cable Act requires franchising authorities to act on any
franchise transfer request within 120 days after receipt of all information
required by FCC regulations and by the franchising authority. Approval is deemed
to be granted if the franchising authority fails to act within such period.
Technical Requirements
The FCC has imposed technical standards applicable to all classes of
channels which carry downstream National Television System Committee video
programming. The FCC also has adopted additional standards applicable to cable
television systems using frequencies in the 108 to 137 MHz and 225 to 400 MHz
bands in order to prevent harmful interference with aeronautical navigation and
safety radio services and has also established limits on cable television system
signal leakage. Periodic testing by cable television operators for compliance
with the technical standards and signal leakage limits is required and an annual
filing of the results of these measurements is required. The 1992 Cable Act
requires the FCC to periodically update its technical standards to take into
account changes in technology. Under the 1996 Act, local franchising authorities
may not prohibit, condition or restrict a cable television system's use of any
type of customer equipment or transmission technology.
The FCC has adopted regulations to implement the requirements of the
1992 Cable Act designed to improve the compatibility of cable television systems
and consumer electronics equipment. These regulations, among other things,
generally prohibit cable television operators from scrambling their basic
service tier. The 1996 Act directs the FCC to set only minimal standards to
assure compatibility between television sets, VCRs and cable television systems,
and to rely on the marketplace. Pursuant to the 1992 Cable Act, the FCC has
adopted rules to assure the competitive availability to consumers of customer
premises equipment, such as converters, used to access the services offered by
cable television systems and other multichannel video programming distributors.
Pursuant to those rules, consumers are given the right to attach compatible
equipment to the facilities of their multichannel video programming distributors
so long as the equipment does not harm the network, does not interfere with the
services purchased by other customers and is not used to receive unauthorized
services. As of July 1, 2000, multichannel video programming distributors, other
than operators of direct broadcast satellite television systems, are required to
separate security from non-security functions in the customer premises equipment
which they sell or lease to their customers and offer their customers the option
of using component security modules obtained from the multichannel video
programming distributors with set-top units purchased or leased from retail
outlets. As of January 1, 2005, multichannel video programming distributors will
be prohibited from distributing new set-top equipment integrating both security
and non-security functions to their customers.
Pursuant to the 1992 Cable Act, the FCC has adopted rules implementing
an emergency alert system. The rules require all cable television systems to
provide an audio and video emergency alert system message on at least one
programmed channel and a video interruption and an audio alert message on all
programmed channels. The audio alert message is required to state which channel
is carrying the full audio and video emergency alert system message. The FCC
rules permit cable television systems either to provide a separate means of
alerting persons with hearing disabilities of emergency alert system messages,
such as a terminal that displays emergency alert system messages and activates
other alerting mechanisms or lights, or to provide audio and video emergency
alert system messages on all channels. Cable television systems with 10,000 or
more basic customers per headend were required to install emergency alert system
equipment capable of providing audio and video emergency alert system messages
on all programmed channels by December 31, 1998. Cable television systems with
5,000 or more but fewer than 10,000 basic customers per headend will have until
October 1, 2002 to comply with that requirement. Cable television systems with
fewer than 5,000 basic customers per headend will have a choice of providing
either a national level emergency alert system message on all programmed
channels or installing emergency alert system equipment capable of providing
audio alert messages on all programmed channels, a video interrupt on all
channels, and an audio and video emergency alert system message on one
programmed channel. This must be accomplished by October 1, 2002.
Inside Wiring; Customer Access
In a 1997 order, the FCC established rules that require an incumbent
cable operator upon expiration of a multiple dwelling unit service contract to
sell, abandon, or remove "home run" wiring that was installed by the cable
operator in a multiple dwelling unit building. These inside wiring rules are
expected to assist building owners in their attempts to replace existing cable
operators with new programming providers who are willing to pay the building
owner a higher fee, where such a fee is permissible. Additionally, the FCC has
proposed to restrict exclusive contracts between building owners and cable
operators or other multichannel video programming distributors. The FCC has also
recently issued an order preempting state, local and private restrictions on
over-the-air reception antennas placed on rental properties in areas where a
tenant has exclusive use of the property, such as balconies or patios. However,
tenants may not install such antennas on the common areas of multiple dwelling
units, such as on roofs. This new order may limit the extent to which multiple
dwelling unit owners may enforce certain aspects of multiple dwelling unit
agreements which otherwise would prohibit, for example, placement of direct
broadcast satellite television systems television receiving antennae in multiple
dwelling unit areas, such as apartment balconies or patios, under the exclusive
occupancy of a renter.
Pole Attachments
The FCC currently regulates the rates and conditions imposed by certain
public utilities for use of their poles unless state public service commissions
are able to demonstrate that they adequately regulate the rates, terms and
conditions of cable television pole attachments. A number of states and the
District of Columbia have certified to the FCC that they adequately regulate the
rates, terms and conditions for pole attachments. Several states in which we
operate have made such a certification. In the absence of state regulation, the
FCC administers such pole attachment and conduit use rates through use of a
formula which it has devised. Pursuant to the 1996 Act, the FCC has adopted a
new rate formula for any attaching party, including cable television systems,
which offers telecommunications services. This new formula will result in higher
attachment rates than at present, but they will apply only to cable television
systems which elect to offer telecommunications services. Any increases pursuant
to this new formula begin in 2001, and will be phased in by equal increments
over the five ensuing years. The FCC recently ruled that the provision of
internet services will not, in and of itself, trigger use of the new formula.
However, the U.S. Court of Appeals for the Eleventh Circuit held that, since
internet provision is neither a "cable service" or a "telecommunications
service," neither rate formula applies to a cable operator which offers internet
service and, therefore, public utilities are free to charge what they please.
The U.S. Supreme Court has agreed to review this decision. The FCC has also
initiated a proceeding to determine whether it should adjust certain elements of
the current rate formula. If adopted, these adjustments could increase rates for
pole attachments and conduit space.
Other FCC Matters
FCC regulation pursuant to the Communications Act also includes matters
regarding a cable television system's carriage of local sports programming;
restrictions on origination and cablecasting by cable television operators;
rules governing political broadcasts; equal employment opportunity; deletion of
syndicated programming; registration procedure and reporting requirements;
customer service; closed captioning; obscenity and indecency; program access and
exclusivity arrangements; and limitations on advertising contained in
nonbroadcast children's programming.
The FCC has recently issued a Notice of Inquiry covering a wide range of
issues relating to Interactive Television ("ITV"). Examples of ITV services are
interactive electronic program guides and access to a graphic interface that
provides supplementary information related to the video display. In the near
term, cable systems are likely to be the platform of choice for the distribution
of ITV services. The FCC has posed a series of questions including the
definition of ITV, the potential for discrimination by cable systems in favor of
affiliated ITV providers, enforcement mechanisms, and the proper regulatory
classification of ITV service.
Copyright
Cable television systems are subject to federal copyright licensing
covering carriage of broadcast signals. In exchange for making semi-annual
payments to a federal copyright royalty pool and meeting certain other
obligations, cable television operators obtain a statutory license to retransmit
broadcast signals. The amount of this royalty payment varies, depending on the
amount of system revenues from certain sources, the number of distant signals
carried, and the location of the cable television system with respect to
over-the-air television stations. Any future adjustment to the copyright royalty
rates will be done through an arbitration process to be supervised by the U.S.
Copyright Office. Cable television operators are liable for interest on
underpaid and unpaid royalty fees, but are not entitled to collect interest on
refunds received for overpayment of copyright fees.
Various bills have been introduced into Congress over the past several
years that would eliminate or modify the cable television compulsory license.
Without the compulsory license, cable television operators would have to
negotiate rights from the copyright owners for all of the programming on the
broadcast stations carried by cable television systems. Such negotiated
agreements would likely increase the cost to cable television operators of
carrying broadcast signals. The 1992 Cable Act's retransmission consent
provisions expressly provide that retransmission consent agreements between
television broadcast stations and cable television operators do not obviate the
need for cable operators to obtain a copyright license for the programming
carried on each broadcaster's signal.
Copyrighted music performed in programming supplied to cable television
systems by pay cable networks, such as HBO, and basic cable networks, such as
USA Network, is licensed by the networks through private agreements with the
American Society of Composers and Publishers, generally known as ASCAP, and BMI,
Inc., the two major performing rights organizations in the United States. Both
the American Society of Composers and Publishers and BMI offer "through to the
viewer" licenses to the cable networks which cover the retransmission of the
cable networks' programming by cable television systems to their customers.
Licenses to perform copyrighted music by cable television systems
themselves, including on local origination channels, in advertisements inserted
locally on cable television networks, and in cross-promotional announcements,
must be obtained by the cable television operator from the American Society of
Composers and Publishers, BMI and/or SESAC, Inc.
State and Local Regulation
Cable television systems generally are operated pursuant to nonexclusive
franchises, permits or licenses granted by a municipality or other state or
local government entity. The terms and conditions of franchises vary materially
from jurisdiction to jurisdiction, and even from city to city within the same
state, historically ranging from reasonable to highly restrictive or burdensome.
Franchises generally contain provisions governing fees to be paid to the
franchising authority, length of the franchise term, renewal, sale or transfer
of the franchise, territory of the franchise, design and technical performance
of the system, use and occupancy of public streets and number and types of cable
television services provided. The terms and conditions of each franchise and the
laws and regulations under which it was granted directly affect the
profitability of the cable television system. The 1984 Cable Act places certain
limitations on a franchising authority's ability to control the operation of a
cable television system. The 1992 Cable Act prohibits exclusive franchises, and
allows franchising authorities to exercise greater control over the operation of
franchised cable television systems, especially in the area of customer service
and rate regulation. The 1992 Cable Act also allows franchising authorities to
operate their own multichannel video distribution system without having to
obtain a franchise and permits states or local franchising authorities to adopt
certain restrictions on the ownership of cable television systems. Moreover,
franchising authorities are immunized from monetary damage awards arising from
regulation of cable television systems or decisions made on franchise grants,
renewals, transfers and amendments. The 1996 Act prohibits a franchising
authority from either requiring or limiting a cable television operator's
provision of telecommunications services.
Various proposals have been introduced at the state and local levels
with regard to the regulation of cable television systems, and a number of
states have adopted legislation subjecting cable television systems to the
jurisdiction of centralized state governmental agencies, some of which impose
regulation of a character similar to that of a public utility.
The foregoing describes all material present and proposed federal, state
and local regulations and legislation relating to the cable television industry.
Other existing federal regulations, copyright licensing and, in many
jurisdictions, state and local franchise requirements, currently are the subject
of a variety of judicial proceedings, legislative hearings and administrative
and legislative proposals which could change, in varying degrees, the manner in
which cable television systems operate. Neither the outcome of these proceedings
nor their impact upon the cable television industry or the Company can be
predicted at this time.
Internet Access Service
We offer a service which enables consumers to access the internet at
high speeds via high capacity broadband transmission facilities and cable
modems. We compete with many other providers of internet access services which
are known as ISPs. ISPs include such companies as America Online and Mindspring
Enterprises as well as major telecommunications providers, including AT&T and
local exchange telephone companies. Recently, several ISPs asked the FCC as well
as local authorities to require cable companies offering internet access
services over their broadband facilities to allow access to those facilities on
an unbundled basis to other ISPs. In a recent report on the deployment of
advanced telecommunications capability under Section 706 of the 1996 Act, the
FCC declined to convene a proceeding to consider whether to impose such an
access requirement on cable companies. However, the FCC indicated that it would
continue to monitor the issue of broadband deployment. Also, the FCC denied
requests by certain ISPs that it condition its approval of the merger of AT&T
and TCI, now known as AT&T Broadband, LLC, on a requirement that those companies
allow access by ISPs to their broadband facilities. Several local jurisdictions
also are reviewing this issue. Last year, the U.S. Court of Appeals for the
Ninth Circuit overturned a requirement, imposed by a local franchising authority
in the context of a franchise transfer, that the cable operator, if it chooses
to provide internet service, must provide open access to its system for other
ISPs on the ground that internet access is not a cable service and thus is not
subject to local franchising authority regulation. U.S. District Courts in
Virginia and Florida have also held that a local franchising authority cannot
impose an open access requirement. An appeal from the Virginia ruling is pending
before the Fourth Circuit.
There are currently few laws or regulations which specifically regulate
communications or commerce over the internet. Section 230 of the Communications
Act, added to that act by the 1996 Act, declares it to be the policy of the
United States to promote the continued development of the internet and other
interactive computer services and interactive media, and to preserve the vibrant
and competitive free market that presently exists for the internet and other
interactive computer services, unfettered by federal or state regulation. One
area in which Congress did attempt to regulate content over the internet
involved the dissemination of obscene or indecent materials. The provisions of
the 1996 Act generally referred to as the Communications Decency Act were found
to be unconstitutional by the United States Supreme Court in 1997.
Local Telecommunications Services
The 1996 Act provides that no state or local laws or regulations may
prohibit or have the effect of prohibiting any entity from providing any
interstate or intrastate telecommunications service. States are authorized,
however, to impose "competitively neutral" requirements regarding universal
service, public service, public safety and welfare, service quality and consumer
protection. State and local governments also retain their authority to manage
the public rights-of-way and may require reasonable, competitively neutral
compensation for management of the public rights-of-way when cable operators
provide telecommunications service.
We may in the future allow our cable infrastructure to be used for the
provision of local telecommunications services to residential and business
consumers. Local telecommunications service is subject to regulation by state
utility commissions. Use of local telecommunications facilities to originate and
terminate long distance services, a service commonly referred to as "exchange
access," is subject to regulation both by the FCC and by state utility
commissions. As a provider of local exchange service, we would be subject to the
requirements imposed upon local exchange carriers by the 1996 Act. These include
requirements governing resale, telephone number portability, dialing parity,
access to rights-of-way and reciprocal compensation. Our ability to successfully
offer local telecommunications service will be dependent, in part, on the
opening of local telephone networks by incumbent local telephone companies as
required of them by the 1996 Act. In January 1999, the United States Supreme
Court reversed and vacated in part an earlier decision of a federal court of
appeals striking down portions of the FCC's 1996 rules governing local
telecommunications competition. The Supreme Court held that the FCC has
authority under the Communications Act to establish rules to govern the pricing
of facilities and services provided by incumbent local exchange carriers
("ILECS") to open their local networks to competition. However, in July 2000,
the U.S. Court of Appeals for the Eighth Circuit vacated several FCC rules
concerning interconnection and pricing of ILEC network elements, including a
rule that mandates that ILECs set prices for unbundled network elements at the
lowest cost network configuration, and another rule that would have required the
ILECs to bundle combinations of network elements at the competing carrier's
request. The U.S. Supreme Court decided to review this decision (consolidated
with four other lower court challenges to the FCC's interconnection rules) in
its next session, which commences in October 2001. How these questions are
resolved will impact our ability to provide local telecommunications service in
competition with incumbent local exchange telephone companies. For additional
information regarding telephony legislation and regulation, see Adelphia
Business Solutions' Annual Report on Form 10-K for the year ended December 31,
2000, also filed with the SEC.
ITEM 2. PROPERTIES
The Company's principal physical assets consist of cable television
operating plant and equipment, including signal receiving, encoding and decoding
devices, headends and distribution systems and subscriber house drop equipment
for each of its cable television systems. The signal receiving apparatus
typically includes a tower, antenna, ancillary electronic equipment and earth
stations for reception of satellite signals. Headends, consisting of associated
electronic equipment necessary for the reception, amplification and modulation
of signals, are located near the receiving devices. The Company's distribution
system consists primarily of coaxial and fiber optic cables and related
electronic equipment. Subscriber devices consist of decoding converters. The
physical components of cable television systems require maintenance and periodic
upgrading to keep pace with technological advances.
The Company's cables and related equipment are generally attached to
utility poles under pole rental agreements with local public utilities, although
in some areas the distribution cable is buried in underground ducts or trenches.
See "Legislation and Regulation-FCC Regulation."
The Company owns or leases parcels of real property for signal reception
sites (antenna towers and headends), microwave facilities and business offices
in each of its market areas, and owns most of its service vehicles. The Company
also leases certain cable, operating and support equipment from a corporation
owned by members of the Rigas family. All leasing transactions between the
Company and its officers, directors or principal stockholders, or any of their
affiliates, are, in the opinion of management, on terms no less favorable to the
Company than could be obtained from unaffiliated third parties.
Substantially all of the assets of Adelphia's subsidiaries are subject
to encumbrances as collateral in connection with the Company's credit
arrangements, either directly with a security interest or indirectly through a
pledge of the stock in the respective subsidiaries. See Note 4 to the Adelphia
Consolidated Financial Statements. The Company believes that its properties,
both owned and leased, are in good operating condition and are suitable and
adequate for the Company's business operations.
Adelphia Business Solutions' fiber optic cable, fiber optic
communications equipment and other properties and equipment used in its
networks, are owned or leased by Adelphia Business Solutions and its
subsidiaries, or in certain circumstances, its joint ventures. Fiber optic cable
plant used in providing service is primarily on or under public roads, highways
or streets, with the remainder being on or under private property. As of
December 31, 2000, Adelphia Business Solutions' total communications equipment
in service consists of fiber optic communications equipment, fiber optic cable,
switches, other electronic equipment, furniture and fixtures, leasehold
improvements and construction in progress. Such properties do not lend
themselves to description by character and location of principal units.
ITEM 3. LEGAL PROCEEDINGS
On or about March 24, 2000, ML Media Partners, L.P. ("ML Media")
commenced an action by filing a Verified Complaint (the "Complaint") in the
Supreme Court of the State of New York, New York County, against Arahova
Communications, Inc. ("Arahova"), Century Communications Corp., a Texas
subsidiary of Arahova ("Century"), and Adelphia. In the nine count Complaint, ML
Media alleges that it entered into a joint venture agreement (the "Agreement")
with Century which, as subsequently modified, governed the ownership, operation
and disposition of cable television systems in Puerto Rico (the "Joint
Venture"). The Complaint alleges that Adelphia and its affiliates took over
Century's interest in the Joint Venture on or around October 1, 1999, and have,
according to the Complaint, breached their fiduciary obligations to the Joint
Venture and violated certain provisions of the Agreement. The Complaint further
alleges that ML Media gave Century notice that ML Media was exercising its
rights under the Agreement to require that Century elect to (A) purchase ML
Media's interest in the Joint Venture at an appraised fair value, or (B) seek to
sell the cable systems to one or more third parties. Century, according to the
Complaint, elected to pursue the sale of the cable systems and indicated that it
was evaluating whether it or an affiliate thereof would make an offer for the
cable systems. The Complaint alleges that Century or its affiliates' potential
participation in the sale process is improper. The Complaint asks for, among
other things, the dissolution of the Joint Venture and the appointment of a
receiver to effect a prompt sale of the Joint Venture. The parties completed
discovery in the action and each filed motions for partial summary judgment. On
July 10, 2000, the court granted ML Media's motion for partial summary judgment
on the fourth cause of action and declared that neither Century nor any of its
affiliates may bid on or attempt to purchase the assets and business of the
Joint Venture. The court also dismissed the fourth count of the counterclaim and
required Century to proceed diligently with ML Media in locating one or more
third parties to complete the sale and prohibited any defendant from interfering
with the sale. On July 26, 2000, the court also ordered that the sale may be a
sale of either the assets of the Joint Venture or the partnership interests in
the Joint Venture. The court did not address other issues concerning the motion
for summary judgment and did not schedule a full hearing on the merits. On
August 7, 2000, Adelphia and the other defendants filed a notice of appeal with
respect to the above described orders and judgment of the Court. On January 23,
2001, the Appellate Division affirmed the decision of the court. On February 26,
2001, the defendants filed with the Appellate Division a Motion for Leave to
Appeal to the Court of Appeals and supporting Affirmation. The management of
Adelphia and Arahova intend to vigorously defend this action. Management
believes that this matter will not have a material adverse effect on the
financial statements of the Company.
In 1999, Arahova, a subsidiary of Adelphia, was sued in a class-action
case, Galley vs. American Telephone & Telegraph Corp. et al., where the
plaintiffs allege, that by requiring customers to purchase the @Home service,
rather than offering the option of access alone, Arahova and the other defendant
Multiple System Operators ("MSO's") are illegally "tying" internet content to
internet access, thereby violating both the federal antitrust laws and
California unfair trade practice statutes. The plaintiffs also allege that the
defendants have entered into an illegal conspiracy to require all MSO's
providing, or desiring to provide, the @Home service to enter into contracts
precluding them from offering any competing internet service. The plaintiffs
have recently filed an amended complaint alleging that the violations are
national in scope (rather than merely local). Arahova is vigorously defending
this case. Due to the preliminary nature of the litigation, the outcome cannot
be predicted.
Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Pennsylvania and Mississippi
initiated during 1999. The suits all challenge the propriety of late fees
charged by the subsidiaries to customers who fail to pay for services in a
timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and are being defended
vigorously. The outcome of these matters cannot be predicted at this time. In
May 2000, Adelphia settled similar litigation in the state courts of Vermont.
The settlement of this matter did not have a material adverse effect.
There are no other material pending legal proceedings, other than
routine litigation incidental to the business, to which the Company is a part of
or which any of its property is subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Executive Officers of the Registrant
The executive officers of the Company, first elected to hold their
respective positions on July 1, 1986, serve at the discretion of the Board of
Directors.
The executive officers of the Company are:
NAME AGE POSITION
John J. Rigas 76 Chairman, Chief Executive Officer, President and Director
Michael J. Rigas 47 Executive Vice President, Operations, Secretary and Director
Timothy J. Rigas 44 Executive Vice President, Chief Financial Officer, Treasurer and Director
James P. Rigas 43 Executive Vice President, Strategic Planning and Director
John J. Rigas is the founder, Chairman, President and Chief
Executive Officer of Adelphia and is President of its subsidiaries. He is also
Chairman of Adelphia Business Solutions. Mr. Rigas has served as President or
general partner of most of the constituent entities which became wholly-owned
subsidiaries of Adelphia upon its formation in 1986, as well as the cable
television operating companies acquired by the Company which were wholly or
partially owned by members of the Rigas family. Mr. Rigas has owned and operated
cable television systems since 1952. Among his business and community service
activities, Mr. Rigas is Chairman of the Board of Directors of Citizens
Bancorp., Inc., Coudersport, Pennsylvania, and a member of the Board of
Directors of Charles Cole Memorial Hospital. He is a director of the National
Cable Television Association and a past President of the Pennsylvania Cable
Television Association. He is also a member of the Board of Directors of C-SPAN
and the Cable Advertising Bureau, and is a Trustee of St. Bonaventure
University. He graduated from Rensselaer Polytechnic Institute with a B.S. in
Management Engineering in 1950.
John J. Rigas is the father of Michael J. Rigas, Timothy J. Rigas and
James P. Rigas, each of whom currently serves as a director and executive
officer of the Company.
Michael J. Rigas is Executive Vice President, Operations and Secretary
of Adelphia and is a Vice President of its subsidiaries. He is also Vice
Chairman and Secretary of Adelphia Business Solutions. Since 1981, Mr. Rigas has
served as a Senior Vice President, Vice President, general partner or other
officer of the constituent entities which became wholly-owned subsidiaries of
Adelphia upon its formation in 1986, as well as the cable television operating
companies acquired by the Company which were wholly or partially owned by
members of the Rigas family. From 1979 to 1981, he worked for Webster,
Chamberlain & Bean, a Washington, D.C. law firm. Mr. Rigas graduated from
Harvard University (magna cum laude) in 1976 and received his Juris Doctor
degree from Harvard Law School in 1979.
Timothy J. Rigas is Executive Vice President, Chief Financial Officer
and Treasurer of Adelphia and its subsidiaries. He is also Vice Chairman, Chief
Financial Officer and Treasurer of Adelphia Business Solutions. Since 1979, Mr.
Rigas has served as Senior Vice President, Vice President, general partner or
other officer of the constituent entities which became wholly-owned subsidiaries
of Adelphia upon its formation in 1986, as well as the cable television
operating companies acquired by the Company which were wholly or partially owned
by members of the Rigas family. Mr. Rigas graduated from the University of
Pennsylvania, Wharton School, with a B.S. degree in Economics (cum laude) in
1978.
James P. Rigas is Executive Vice President, Strategic Planning of
Adelphia and is a Vice President of its subsidiaries, and also serves as Vice
Chairman, President, Chief Executive Officer and Chief Operating Officer of
Adelphia Business Solutions. Since February 1986, Mr. Rigas has served as a
Senior Vice President, Vice President or other officer of the constituent
entities which became wholly-owned subsidiaries of Adelphia upon its formation
in 1986, as well as the cable television operating companies acquired by the
Company which were wholly or partially owned by members of the Rigas family.
Among his business activities, Mr. Rigas is a member of the Board of Directors
of Cable Labs. Mr. Rigas graduated from Harvard University (magna cum laude) in
1980 and received a Juris Doctor degree and an M.A. degree in Economics from
Stanford University in 1984. From June 1984 to February 1986, he was a
consultant with Bain & Co., a management consulting firm.
PART II
(Dollars in thousands, except per share amounts)
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Class A common stock is quoted on the National Association
of Securities Dealers Automated Quotations System National Market System
(NASDAQ-NMS). Adelphia's NASDAQ-NMS symbol is "ADLAC."
The following table sets forth the range of high and low prices of the
Class A common stock on NASDAQ-NMS for the periods presented. Such prices
represent inter-dealer quotations, without retail mark-up, mark-down or
commission, and may not necessarily represent actual transactions.
CLASS A COMMON STOCK
QUARTER ENDED: HIGH LOW
March 31, 1999 $ 64 3/8 $ 44 7/8
June 30, 1999 $ 87 $ 55 1/8
September 30, 1999 $ 69 1/4 $ 54
December 31, 1999 $ 67 $ 47 1/4
March 31, 2000 $ 76 7/16 $ 44 1/2
June 30, 2000 $ 50 3/4 $ 37 3/4
September 30, 2000 $ 48 3/4 $ 23 11/16
December 31, 2000 $ 52 1/4 $ 23 1/2
As of March 29, 2001, there were approximately 675 holders of record of
Adelphia's Class A common stock.
No established public trading market exists for Adelphia's Class B
common stock. As of the date hereof, the Class B common stock was held of record
by seven persons, principally members of, or entities owned by, the Rigas
family. The Class B common stock is convertible into shares of Class A common
stock on a one-to-one basis. As of March 29, 2001 the Rigas family owned 100% of
the outstanding Class B common stock.
Adelphia has never paid a cash dividend on its common stock and
anticipates that for the foreseeable future any earnings will be retained for
use in its business. The ability of Adelphia to pay cash dividends on its common
stock is limited by the provisions of its indentures. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."
On November 1, 2000, Adelphia acquired cable systems in the Cleveland,
Ohio area from Cablevision Systems Corp. These systems served approximately
310,000 subscribers at the date of acquisition. In connection with the
acquisition, Adelphia issued 10,800,000 shares of its Class A common stock in
reliance on the exemption provided by Section 4(2) of the Securities Act, as
amended, and paid cash of approximately $990,000.
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in thousands, except per share amounts)
The selected consolidated financial data as of and for each of the two
years in the period ended March 31, 1998, the nine months ended December 31,
1998 and for each of the two years in the period ended December 31, 2000 have
been derived from the audited consolidated financial statements of the Company.
The selected consolidated financial data for the year ended December 31, 1998
have been derived from unaudited condensed consolidated financial statements of
the Company not included herein; however, in the opinion of management, such
data reflect all adjustments (consisting only of normal and recurring
adjustments) necessary to fairly present the data for such period. This data
should be read in conjunction with the consolidated financial statements and
related notes thereto as of December 31, 1999 and 2000 and the nine months ended
December 31, 1998 and the years ended December 31, 1999 and 2000 and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Annual Report on Form 10-K. The statement
of operations data with respect to fiscal years ended March 31, 1997 and 1998,
and the balance sheet data at March 31, 1997 and 1998 and December 31, 1998,
have been derived from audited consolidated financial statements of the Company
not included herein.
Nine Months
Ended
December
Year Ended March 31, 31, Year Ended December 31,
---------------------- ------------- -----------------------------------------
1997 1998 1998 1998 1999 2000
----------- ---------- ------------- ------------- ------------- -------------
(unaudited)
Revenues $ 472,778 $ 524,889 $ 496,014 $ 630,999 $ 1,287,968 $ 2,909,351
Direct operating and programming
expense 148,982 167,288 167,963 213,327 432,612 1,070,346
Selling, general and administrative
expense 81,763 95,731 107,249 132,895 340,579 749,612
Restructuring charges -- -- -- -- -- 5,420
Depreciation and amortization expenses 124,066 145,041 140,974 181,445 371,025 867,877
Merger and integration costs -- -- -- -- 4,736 --
----------- ---------- ------------- ------------- ------------- -------------
Operating income 117,967 116,829 79,828 103,332 139,016 216,096
----------- ---------- ------------- ------------- ------------- -------------
Priority investment income from Olympus 42,086 47,765 36,000 48,000 36,000 --
Cash interest expense - net (190,965) (206,124) (156,789) (205,554) (307,517) (778,481)
Noncash interest expense (41,360) (37,430) (23,663) (31,112) (52,068) (144,384)
Equity in loss of joint ventures (59,169) (79,056) (58,471) (78,193) (68,376) (28,281)
Adelphia Business Solutions preferred
stock dividends -- (12,682) (21,536) (28,230) (32,173) (36,219)
Minority interest in net losses of
subsidiaries -- -- 25,772 25,772 38,699 138,531
Other-than-temporary impairment of
marketable equity securities -- -- -- -- -- (109,605)
Gain on cable systems swap -- -- 21,455 21,455 -- 37,552
Other 12,151 2,538 1,113 2,633 1,865 (411)
----------- ---------- ------------- ------------- ------------- -------------
Loss before income taxes and
extraordinary loss (119,290) (168,160) (96,291) (141,897) (244,554) (705,202)
Income tax benefit 358 5,606 6,802 12,967 14,493 157,634
----------- ---------- ------------- ------------- ------------- -------------
Loss before extraordinary loss (118,932) (162,554) (89,489) (128,930) (230,061) (547,568)
Extraordinary loss on early retirement
of debt (11,710) (11,325) (4,337) (4,337) (10,658) --
----------- ---------- ------------- ------------- ------------- -------------
Net loss (130,642) (173,879) (93,826) (133,267) (240,719) (547,568)
Dividend requirements applicable
to preferred stock -- (18,850) (20,718) (27,570) (41,963) (54,916)
----------- ---------- ------------- ------------- ------------- -------------
Net loss applicable to common
stockholders $(130,642) $(192,729) $ (114,544) $ (160,837) $ (282,682) $ (602,484)
=========== ========== ============= ============= ============= =============
Basic and diluted loss per weighted
average share of common stock before
extraordinary loss $ (4.50) $ (6.07) $ (3.04) $ (4.49) $ (3.73) $ (4.45)
Basic and diluted net loss per
weighted average share of common
stock (4.94) (6.45) (3.16) (4.62) (3.88) (4.45)
Cash dividends declared per common
share -- -- -- -- -- --
Business Segment Information:
Adelphia operates primarily in two operating segments within the
telecommunications industry: cable television and related investments ("Cable
and Other Segment") and competitive local exchange carrier telephony ("Adelphia
Business Solutions" or "CLEC Segment"). The balance sheet data and other data as
of and for each of the two years in the period ended March 31, 1998, as of and
for the nine months ended December 31, 1998 and as of and for the years ended
December 31, 1999 and 2000 of Adelphia Business Solutions have been derived from
audited consolidated financial statements of Adelphia Business Solutions not
included herein.
March 31, December 31,
------------------------ ------------------------------------------
Balance Sheet Data: 1997 1998 1998 1999 2000
----------- ------------ ----------- -------------- --------------
Adelphia Consolidated
Total assets $1,643,826 $2,304,671 $3,315,761 $17,288,615 $ 21,499,480
Total debt 2,544,039 2,909,745 3,527,452 9,291,732 12,603,413
Cash and cash equivalents 61,539 276,895 398,644 186,874 124,634
Restricted cash -- -- -- -- 54,178
Investments (a) 130,005 150,787 229,494 308,342 300,312
Redeemable preferred stock -- 355,266 376,865 409,211 445,602
Convertible preferred stock
(liquidation preference) -- 100,000 100,000 675,000 575,000
Adelphia Business Solutions
Total assets $ 174,601 $ 639,992 $ 836,342 $ 1,171,074 (b) $ 1,889,466
Total debt 215,675 528,776 494,109 845,178 1,390,456
Cash and cash equivalents 59,814 230,750 242,570 2,133 3,543
Restricted cash -- -- -- -- 54,178
Investments (a) 56,695 69,596 138,614 61,400 66,800
Redeemable preferred stock - 207,204 228,674 260,848 297,067
Adelphia, excluding Adelphia
Business Solutions
Total assets $1,469,225 $1,664,679 $2,479,419 $16,117,541 $ 19,610,014
Total debt 2,328,364 2,380,969 3,033,343 8,446,554 11,212,957
Cash and cash equivalents 1,725 46,145 156,074 184,741 121,091
Investments (a) 73,310 81,191 90,880 246,942 233,512
Redeemable preferred stock -- 148,062 148,191 148,363 148,535
Convertible preferred stock
(liquidation preference) -- 100,000 100,000 675,000 575,000
See "Other Data" on next page.
Nine Months
Ended Year Ended Three Months Ended
Year Ended March 31, December 31, December 31, December 31,
------------------------- ------------ ------------------------ --------------------------
Other Data: 1997 1998 1998 1999 2000 1999 2000
------------- ----------- ------------ ------------ ----------- ------------ ------------
(unaudited) (unaudited)
Adelphia Consolidated
Revenues $ 472,778 $ 524,889 $ 496,014 $ 1,287,968 $ 2,909,351 $ 635,273 $ 804,649
Priority income 42,086 47,765 36,000 36,000 -- -- --
Operating expenses (c) 230,745 263,019 275,212 773,191 1,819,958 367,608 528,775
Depreciation and
amortization expenses 124,066 145,041 140,974 371,025 867,877 184,693 242,924
Operating income 117,967 116,829 79,828 139,016 216,096 78,236 27,530
Interest expense - net (232,325) (243,554) (180,452) (359,585) (922,865) (187,945) (288,775)
Preferred stock dividends -- (31,532) (42,254) (74,136) (91,135) (23,217) (21,181)
Capital expenditures 129,609 183,586 255,797 819,197 2,208,001 415,188 874,962
Cash paid for acquisitions
- net of cash acquired 143,412 146,546 403,851 2,178,037 1,880,800 1,988,249 1,094,557
Cash used for investments 51,415 86,851 81,558 56,365 57,346 14,342 8,183
Adelphia Business Solutions
Revenues $ 5,088 $ 13,510 $ 34,776 $ 154,575 $ 351,974 $ 55,575 $ 108,908
Operating expenses (c) 10,212 22,118 54,050 201,140 460,512 71,485 144,827
Depreciation and
amortization expenses 3,945 11,477 26,671 65,244 114,614 19,955 41,384
Operating loss (9,069) (20,085) (45,945) (111,809) (228,572) (35,865) (82,723)
Interest expense - net (d) (22,401) (36,030) (20,010) (45,898) (78,394) (16,103) (42,405)
Preferred stock dividends -- (12,682) (21,536) (32,173) (36,219) (8,586) (9,483)
Capital expenditures 36,127 68,629 146,752 453,206 712,807 220,788 233,806
Cash paid for acquisitions
- net of cash acquired 5,040 65,968 -- 129,118 -- -- --
Cash used for investments 34,769 64,260 69,018 24,496 10,375 (2,925) --
Adelphia, excluding Adelphia
Business Solutions
Revenues $ 467,690 $ 511,379 $ 461,238 $ 1,133,393 $ 2,557,377 $ 579,698 $ 695,741
Priority income 42,086 47,765 36,000 36,000 -- -- --
Operating expenses (c) 220,533 240,901 221,162 572,051 1,359,446 296,123 383,948
Depreciation and
amortization expenses 120,121 133,564 114,303 305,781 753,263 164,738 201,540
Operating income 127,036 136,914 125,773 250,825 444,668 114,101 110,253
Interest expense - net (e) (209,924) (207,524) (160,442) (313,687) (844,471) (171,842) (246,370)
Preferred stock dividends -- (18,850) (20,718) (41,963) (54,916) (14,631) (11,698)
Capital expenditures 93,482 114,957 109,045 365,991 1,495,194 194,400 641,157
Cash paid for acquisitions
- net of cash acquired 138,372 80,578 403,851 2,048,919 1,880,800 1,988,249 1,094,557
Cash used for investments 16,646 22,591 12,540 31,869 46,971 17,267 8,183
(a) Represents total investments before cumulative equity in net losses.
(b) Amount excludes receivables from Adelphia of $392,629 as of
December 31, 1999.
(c) Amount excludes depreciation and amortization expenses, restructuring
charges and merger and integration costs.
(d) Amounts include interest income (expense) from Adelphia of $0, $0, $8,395,
$8,483, $6,282, $1,540 and $(721) for the respective periods.
(e) Amounts include interest expense (income) to Adelphia Business Solutions of
$0, $0, $8,395, $8,483, $6,282, $1,540 and $(721) for the respective
periods.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Dollars in thousands)
See Safe Harbor Statement following the table of contents, which section is
incorporated by reference herein.
Introduction
During the year ended December 31, 1999, the Company completed the
acquisition of the Olympus partnership interests held by FPL Group, Inc., and
the acquisitions of FrontierVision Partners, L.P., Century Communications Corp.
and Harron Communications Corp. (collectively, the "Acquisitions"). The
Acquisitions were all completed on October 1, 1999 and were accounted for under
the purchase method of accounting. Accordingly, the financial results of the
Acquisitions have been included in the results of Adelphia effective from
October 1, 1999. The Company had additional acquisitions during the years ended
December 31, 1999 and 2000, which are disclosed in Note 1 to the Adelphia
consolidated financial statements that are included in Adelphia's results of
operations effective from the dates acquired. In addition, during the years
ended December 31, 1999 and 2000, the Company entered into several financing
transactions, the proceeds of which were partially used to fund one or more of
the Acquisitions or for other acquisitions or general corporate purposes.
Results of Operations
General
On March 30, 1999, the Board of Directors of Adelphia changed its fiscal
year from March 31 to December 31. The decision was made to conform to general
industry practice and for administrative purposes. The change became effective
for the nine months ended December 31, 1998. Management's discussion and
analysis of financial condition and results of operations compares the years
ended December 31, 1999 and 2000 and the years ended December 31, 1998
(unaudited) and 1999.
Adelphia earned substantially all of its revenues in the nine months
ended December 31, 1998 and the years ended December 31, 1999 and 2000 from
monthly subscriber fees for basic, satellite, digital, premium and ancillary
services (such as installations and equipment rentals), local and national
advertising sales, pay-per-view programming, high speed data services and CLEC
telecommunications services.
The changes in Adelphia's results of operations for the year ended
December 31, 1999 and 2000, compared to the respective prior periods, were
primarily the result of acquisitions, expanding existing cable television
operations and the impact of increased advertising sales and other service
offerings as well as increases in cable rates, effective January 1, 1999 and
August 1, 1999.
The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, the continued upgrade and
expansion of systems, interest costs associated with financing activities and
Adelphia Business Solutions' continued investment in the CLEC business will
continue to have a negative impact on the reported results of operations.
Adelphia expects to report net losses for the next several years.
Adelphia Business Solutions, together with its subsidiaries, operates
certain wholly owned CLEC telecommunications systems and owns a 50% interest in
three CLEC joint ventures which it manages. Adelphia Business Solutions is an
unrestricted subsidiary for purposes of the Company's indentures.
The information below for the nine months ended December 31, 1998 and
the years ended December 31, 1999 and 2000 is derived from Adelphia's
consolidated financial statements that are included in this Annual Report on
Form 10-K. Information for the twelve months ended December 31, 1998 is derived
from unaudited condensed consolidated financial statements of the Company not
included herein; however, in the opinion of management, such data reflect all
adjustments (consisting only of normal and recurring adjustments) necessary to
fairly present the data for such periods.
This table sets forth the percentage relationship to revenues of the
components of operating income contained in such financial statements for the
periods indicated.
Percentage of Revenues
Nine Months
Ended
December 31, Year Ended December 31,
1998 1998 1999 2000
-------------- ------------- ------------ -----------
Revenues 100.0% 100.0% 100.0% 100.0%
Operating Expenses:
Direct operating and programming 33.9% 33.8% 33.6% 36.8%
Selling, general and administrative 21.6% 21.1% 26.4% 26.0%
Depreciation and amortization 28.4% 28.8% 28.8% 29.8%
Merger and integration costs -- -- 0.4% --
-------------- ------------ ------------ -----------
Operating Income 16.1% 16.3% 10.8% 7.4%
============== ============ ============ ===========
The information below separately discusses the operating results of
Adelphia's two operating segments: Cable and Other Segment and CLEC Segment.
Cable and Other Segment
Comparison of the Years Ended December 31, 1999 and 2000
Revenues
The primary revenue sources reflected as a percentage of total revenues
for the Cable and Other Segment were as follows:
Year Ended
December 31,
1999 2000
------------ ------------
Service and equipment 79% 76%
Premium programming 10% 10%
Advertising sales and other services 11% 14%
Revenues increased approximately 125.6% for the year ended December 31,
2000 compared with the prior year. The increase is attributable to the
following:
Year Ended
December 31,
2000
------------------
Acquisitions 88%
Basic subscriber growth 1%
Rate increases 8%
Premium programming (4%)
Advertising sales and other services 7%
Effective August 1, 1999, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's systems.
Advertising revenues and revenues derived from other strategic service offerings
such as paging, high-speed data and long distance services also had a positive
impact on revenues for the year ended December 31, 2000. The Company expects to
implement rate increases related to certain cable services in substantially all
of the Company's systems during 2001.
Direct Operating and Programming Expenses
Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 137.1% to $887,032
for the year ended December 31, 2000 from $374,087 for the same period of 1999.
Acquisitions and increases in programming rates accounted for substantially all
of the increase in 2000, while being partially offset by operational
efficiencies recognized in connection with the acquisitions.
Selling, General and Administrative Expenses
These expenses, which are mainly comprised of costs related to system
offices, customer service representatives and sales and administrative
employees, increased 138.6% to $472,414 for the year ended December 31, 2000
from $197,964 for the same period of 1999. Acquisitions, subscriber growth and
new services accounted for substantially all of the increase in 2000.
Depreciation and Amortization
Depreciation and amortization increased 146.3% to $753,263 for the year
ended December 31, 2000, from $305,781 for the same period of 1999. Acquisitions
and increased capital expenditures accounted for substantially all of the
increase in 2000.
Priority Investment Income from Olympus
Priority investment income is comprised of payments received from
Olympus of accrued priority return on the Company's investment in 16.5%
preferred limited partner ("PLP") interests in Olympus prior to the
consolidation of Olympus effective October 1, 1999.
Interest Expense - net
Interest expense - net increased 169.2% to $844,471 for the year ended
December 31, 2000, from $313,687 for the same period of 1999. Acquisitions
accounted for 73.4% of the increase in 2000. The remaining increase was due
primarily to an increase in average outstanding debt and interest rates.
Equity in Loss of Joint Ventures
The equity in loss of joint ventures represents primarily (i) the
Company's pro-rata share of its less than majority owned entities operating
losses and (ii) in 1999, the Company's pro-rata share of Olympus' losses and the
accretion requirements of Olympus' PLP interests prior to the consolidation of
Olympus. Equity in loss of joint ventures decreased in 2000 as compared to 1999,
primarily due to the consolidation of Olympus.
Minority Interest in Net Losses of Subsidiaries
Minority interest in net losses of subsidiaries increased 258.0% to
$138,531 for the year ended December 31, 2000 from $38,699 for the same period
in 1999. Acquisitions accounted for 4.4% of the increase in 2000. The remaining
increase was primarily due to increased net losses of Adelphia Business
Solutions attributable to minority interests.
Gain on Cable Systems Swap
On May 1, 2000, Adelphia swapped certain of its cable systems for
certain cable systems owned by AT&T. As a result of this transaction, a gain of
$37,552 was recognized. There were no such cable system swaps for the year ended
December 31, 1999.
Other-Than-Temporary Impairment of Marketable Equity Securities
During 2000, the Company recognized losses of $109,605, which resulted
from the write down of certain marketable equity securities classified as
available-for-sale, which experienced a decline in value that was deemed
other-than-temporary. There were no other-than-temporary declines in marketable
equity securities during 1999.
Preferred Stock Dividends
Preferred stock dividends increased 30.9% to $54,916 for the year ended
December 31, 2000, from $41,963 for the same period in 1999. The increase for
the year ended December 31, 2000 is due to a full year of dividends during 2000
on the Series D convertible preferred stock issued in April 1999.
Comparison of the Years Ended December 31, 1998 and 1999
Revenues
The primary revenue sources reflected as a percentage of total revenues
for the Cable and Other Segment were as follows:
Year Ended
December 31,
1998 1999
------------ ------------
Service and equipment 79% 79%
Premium programming 10% 10%
Advertising sales and other services 11% 11%
Revenues increased approximately 91.6% for the year ended December 31,
1999 compared with the prior year. The increase is attributable to the
following:
Year Ended
December 31,
1999
------------------
Acquisitions 91%
Basic subscriber growth 2%
Rate increases 12%
Premium programming (8%)
Advertising sales and other services 3%
Effective August 1, 1999, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's systems.
Advertising revenues and revenues derived from other strategic service offerings
such as paging, high-speed data and long distance services also had a positive
impact on revenues for the year ended December 31, 1999.
Direct Operating and Programming Expenses
Direct operating and programming expenses, which are mainly basic and
premium programming costs and technical expenses, increased 94.8% to $374,087
for the year ended December 31, 1999 from $192,077 for the same period of 1998.
Acquisitions accounted for 91.0% of the increase in 1999. The remaining increase
was due primarily to increased programming costs, incremental costs associated
with increased subscribers and new services.
Selling, General and Administrative Expenses
These expenses, which are mainly comprised of costs related to system
offices, customer service representatives and sales and administrative
employees, increased 114.4% to $197,964 for the year ended December 31, 1999
from $92,339 for the same period of 1998. Acquisitions accounted for 77.8% of
the increase in 1999. The remaining increase was due primarily to subscriber
growth, new services, and an increase in administrative employees due to the
recently completed acquisitions.
Depreciation and Amortization
Depreciation and amortization for the cable and other segment increased
103.4% to $305,781 for the year ended December 31, 1999, from $150,324 for the
same period of 1998. Acquisitions accounted for 84.3% of the increase in 1999.
The remaining increase was due primarily to increased capital expenditures made
during the past several years.
Priority Investment Income from Olympus
Priority investment income is comprised of payments received from
Olympus of accrued priority return on the Company's investment in 16.5%
preferred limited partner ("PLP") interests in Olympus prior to the
consolidation of Olympus effective October 1, 1999.
Interest Expense - net
Interest expense - net increased 50.4% to $313,687 for the year ended
December 31, 1999, from $208,609 for the same period in 1998. Acquisitions
accounted for 114.7% of the increase in 1999. This increase was partially offset
by paying down debt for a portion of the year due to financing transactions and
increased interest income.
Equity in Loss of Joint Ventures
The equity in loss of joint ventures represents primarily (i) the
Company's pro-rata share of its less than majority owned entities operating
losses, and (ii) the Company's pro-rata share of Olympus' losses and the
accretion requirements of Olympus' PLP interests prior to the consolidation of
Olympus. Equity in loss of joint ventures decreased in 1999 as compared to 1998,
primarily due to the consolidation of Olympus.
Minority Interest in Net Losses of Subsidiaries
Minority interest in net losses of subsidiaries increased 50.2% to
$38,699 for the year ended December 31, 1999 from $25,772 for the same period in
1998. Acquisitions accounted for 45.4% of the increase in 1999. The remaining
increase was primarily due to increased net losses of Adelphia Business
Solutions attributable to minority interests.
Gain on Cable Systems Swap
On April 1, 1998, Adelphia swapped certain of its cable systems for
certain cable systems owned by Time Warner Entertainment. As a result of this
transaction, a gain of $21,455 was recognized. There were no such cable system
swaps for the year ended December 31, 1999.
Extraordinary Loss on Early Retirement of Debt
During the year ended December 31, 1999, Adelphia redeemed $154,500 of
its 9 1/2% Senior Pay-in-Kind due 2004 at 103.56% of principal, $125,000 of its
11 7/8% Senior Debentures at 104.50% of principal and repaid certain
institutional indebtedness. As a result of these transactions, Adelphia
recognized an extraordinary loss on retirement of debt, net of income tax
benefit, of $10,658 for the year ended December 31, 1999.
CLEC Segment
Comparison of the Years Ended December 31, 1999 and 2000
Revenues
The primary sources of revenues, reflected as a percentage of total
revenue were as follows:
Year Ended
December 31,
1999 2000
------------- --------------
Local service 69.2% 69.2%
Dedicated access 21.1 9.7
Management fees 3.2 2.2
Enhanced services 3.1 8.9
Long distance 1.1 2.4
Other 2.3 7.6
Revenues increased 127.7% to $351,974 for the year ended December 31,
2000, from $154,575 in the prior year.
The increase is attributable to the following:
Growth in Class of 1996 Markets $ 105,498
Growth in Class of 1997/98 Markets 10,164
Acquisition of local partner interests 20,416
Growth in Class of 1999 Markets 56,580
Class of 2000 Markets 2,093
Management fees 2,648
Direct Operating and Programming
Direct operating and programming expense increased 213.2% to $183,314
for the year ended December 31, 2000, from $58,525 in the prior year.
The increase is attributable to the following:
Growth in Original Markets $ 40,938
Acquisition of local partner interests 8,299
Expansion markets 72,343
Network Operations Control Center ("NOCC") 3,209
The increased number and size of the operations of the networks resulted
in increased employee related costs, equipment maintenance costs and expansion
costs.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 94.4% to $277,198
for the year ended December 31, 2000, from $142,615 in the prior year.
The increase is attributable to the following:
Growth in Original Markets $ 35,303
Acquisition of local partner interests 9,184
Expansion markets 49,171
Sales and marketing activities 2,616
Corporate overhead charges 38,309
Restructuring Charges
Restructuring charges were $5,420 for the year ended December 31, 2000
as a result of Adelphia Business Solutions' revised network expansion plan.
Depreciation and Amortization Expense
Depreciation and amortization expense increased 75.6% to $114,614 during
the year ended December 31, 2000, from $65,244 in the prior year, primarily as a
result of increased depreciation resulting from the higher depreciable asset
base at the NOCC and the networks, amortization of deferred financing costs and
the acquisition of local partner interests.
Interest Expense - net
Interest expense - net increased 70.8% to $78,394 for the year ended
December 31, 2000, from $45,898 in the prior year primarily as a result of the
draws on the credit facility.
Equity in Net Loss of Joint Ventures
Equity in net loss of joint ventures decreased by 63.1% to $2,858 for
the year ended December 31, 2000, from $7,758 in the prior year as a result of
the consolidation of several joint ventures resulting from the purchase of the
local partners' interests, and to the maturing of the remaining joint venture
networks. The decreased net losses of the joint ventures were primarily the
result of increased revenues only partially offsetting startup and other costs
and expenses associated with design, construction, operation and management of
the networks.
The number of non-consolidated joint venture networks paying management
fees to Adelphia Business Solutions decreased from four at December 31, 1999 to
three at December 31, 2000. These networks paid management and monitoring fees
to Adelphia Business Solutions, which are included in revenues, aggregating
approximately $7,600 for the year ended December 31, 2000, an increase of
approximately $2,600 over the prior year. The non-consolidated networks' net
losses, including networks under construction, for the year ended December 31,
1999 and 2000 aggregated approximately $15,200 and $6,200, respectively.
Preferred Stock Dividends
Preferred stock dividends increased 12.6% to $36,219 during the year
ended December 31, 2000 from $32,173 during the prior year. The increase was due
to a higher outstanding preferred stock base resulting from the payment of
dividends in additional shares of preferred stock.
Comparison of the Years Ended December 31, 1998 and 1999
Revenues
The primary sources of revenues, reflected as a percentage of total
revenue were as follows:
Year Ended
December 31,
1998 1999
-------------- ------------
Local service 53.0% 69.2%
Dedicated access 37.5 21.1
Management fees 9.3 3.2
Enhanced services -- 3.1
Long distance and other 0.2 3.4
Revenues increased 290.4% to $154,575 for the year ended December 31,
1999, from $39,596 in the prior year.
The increase is attributable to the following:
Growth in Original Markets $ 75,978
Acquisition of local partner interests 27,955
Expansion markets 9,798
Management fees 1,248
Direct Operating and Programming
Direct operating and programming expense increased 175.4% to $58,525 for
the year ended December 31, 1999, from $21,250 in the prior year.
The increase is attributable to the following:
Growth in Original Markets $ 17,270
Acquisition of local partner interests 8,381
Expansion markets 10,888
Network control center 736
The increased number and size of the operations of the networks resulted
in increased employee related costs, equipment maintenance costs and expansion
costs.
Selling, General and Administrative Expense
Selling, general and administrative expense increased 251.6% to $142,615
for the year ended December 31, 1999, from $40,556 in the prior year.
The increase is attributable to the following:
Growth in Original Markets $ 28,406
Acquisition of local partner interests 12,242
Expansion markets 42,609
Sales and marketing activities 6,865
Corporate overhead charges 11,937
Depreciation and Amortization Expense
Depreciation and amortization expense increased 109.6% to $65,244 during
the year ended December 31, 1999, from $31,121 in the prior year, primarily as a
result of increased depreciation resulting from the higher depreciable asset
base at the NOCC and the networks, amortization of deferred financing costs and
the acquisition of local partner interests.
Interest Expense - net
Interest expense - net increased 63.6% to $45,898 for the year ended
December 31, 1999, from $28,057 in the prior year as a result of the issuance of
the 12% Senior Subordinated Notes due 2007 discussed previously partially offset
by an increase in the amount of interest capitalized on projects under
construction in 1998.
Equity in Net Loss of Joint Ventures
Equity in net loss of joint ventures decreased by 41.5% to $7,758 for
the year ended December 31, 1999, from $13,263 in the prior year as a result of
the consolidation of several joint ventures resulting from the purchase of the
local partners' interests, and to the maturing of the remaining joint venture
networks. The decreased net losses of the joint ventures were primarily the
result of increased revenues only partially offsetting startup and other costs
and expenses associated with design, construction, operation and management of
the networks.
The number of non-consolidated joint venture networks paying management
fees to Adelphia Business Solutions decreased from eight at December 31, 1998 to
four at December 31, 1999. These networks paid management and monitoring fees to
Adelphia Business Solutions, which are included in revenues, aggregating
approximately $4,900 for the twelve months ended December 31, 1999, an increase
of approximately $1,200 over the prior twelve-month period. The non-consolidated
networks' net losses, including networks under construction, for the twelve
months ended December 31, 1998 and 1999 aggregated approximately $28,400 and
$15,200 respectively.
Preferred Stock Dividends
Preferred stock dividends increased 14.0% to $32,173 during the year
ended December 31, 1999 from $28,230 during the prior year. The increase was due
to a higher outstanding preferred stock base resulting from the payment of
dividends in additional shares of preferred stock.
Liquidity and Capital Resources
Cable television and other telecommunications businesses are capital
intensive and typically require continual financing for the construction,
modernization, maintenance, expansion and acquisition of cable and other
telecommunications systems. During the nine months ended December 31, 1998 and
the years ended December 31, 1999 and 2000, the Company committed substantial
capital resources for these purposes and for investments in Olympus and other
affiliates and entities. These expenditures were funded through the sale of
common and preferred stock, long-term borrowings and internally generated funds.
The Company's ability to generate cash to meet its future needs will depend
generally on its results of operations and the continued availability of
external financing.
For information regarding significant events and financings subsequent
to December 31, 2000, see Note 15 to Adelphia's Consolidated Financial
Statements.
For the year ended December 31, 1999 and 2000, cash provided by
operating activities totaled $332,139 and $558,775, respectively; cash used for
investing activities totaled $3,522,222 and $4,137,819, respectively and cash
provided by financing activities totaled $2,978,313 and $3,516,804,
respectively. The Company's aggregate outstanding borrowings as of December 31,
2000 were $12,603,413. The Company also had total redeemable preferred stock of
$445,602 outstanding as of December 31, 2000.
For the year ended December 31, 1998 and 1999, cash provided by
operating activities totaled $145,592 and
$332,139, respectively; cash used for investing activities totaled $1,155,245
and $3,522,222, respectively, and cash provided by financing activities totaled
$1,029,894 and $2,978,313, respectively. The Company's aggregate outstanding
borrowings as of December 31, 1999 were $9,291,732. The Company also had total
redeemable preferred stock of $409,211 outstanding as of December 31, 1999.
Capital Expenditures
Cable and Other Segment
Capital expenditures for the years ended December 31, 1998, 1999 and
2000 were $141,276, $365,991 and $1,495,194, respectively. This increase was
primarily due to acquisitions and cable plant rebuilds and upgrades to expand
services. The Company expects that capital expenditures for the Cable and Other
Segment for the year ending December 31, 2001 will be in a range of
approximately $1,300,000 to $1,500,000.
CLEC Segment
Capital expenditures for the years ended December 31, 1998, 1999 and
2000 were $180,547, $453,206 and $712,807, respectively. This increase was
primarily due to expenditures necessary to develop the Original Markets and the
Expansion Markets, as well as the fiber purchases to interconnect the networks.
Adelphia Business Solutions estimates that a total of approximately $500,000
will be required to fund Adelphia Business Solutions capital expenditures,
working capital requirements, operating losses and pro rata investments in the
joint ventures for the year ending December 31, 2001.
Financing Activities
The Company's financing strategy has been to maintain its public
long-term debt at the parent holding company level while the Company's
consolidated subsidiaries have their own senior and subordinated credit
arrangements with banks and insurance companies, or for Adelphia Business
Solutions, its own public debt and equity. As a result of the Acquisitions,
Adelphia has four other wholly owned subsidiaries with public long-term debt:
Olympus, Arahova, FrontierVision Holdings, L.P. and FrontierVision Operating
Partners, L.P. The Company's ability to generate cash adequate to meet its
future needs will depend generally on its results of operations and the
continued availability of external financing. During the nine months ended
December 31, 1998 and the years ended December 31, 1999 and 2000, the Company
generally funded its acquisitions, working capital requirements, capital
expenditures, and investments in Olympus, CLEC joint ventures and other
affiliates and entities through long-term borrowings primarily from banks,
short-term borrowings, internally generated funds and the issuance of public
debt or equity. The Company generally has funded the principal and interest
obligations on its long-term borrowings from banks and insurance companies by
refinancing the principal with new loans or through the issuance of parent and
subsidiary company debt securities, and by paying the interest out of internally
generated funds. Adelphia has generally funded the interest obligations on its
public borrowings from internally generated funds.
Most of Adelphia's wholly or majority-owned subsidiaries have their own
senior credit agreements with banks and/or insurance companies. Typically,
borrowings under these agreements are collateralized by the stock and, in some
cases, by the assets of the borrowing subsidiary and its subsidiaries and, in
some cases, are guaranteed by such subsidiary's subsidiaries. At December 31,
2000, an aggregate of $5,708,529 in borrowings was outstanding under these
agreements. These agreements contain certain provisions which, among other
things, provide for limitations on borrowings of and investments by the
borrowing subsidiaries, transactions between the borrowing subsidiaries and
Adelphia and its other subsidiaries and affiliates, and the payment of dividends
and fees by the borrowing subsidiaries. These agreements also require the
maintenance of certain financial ratios by the borrowing subsidiaries. For
further information on subsidiary debt, see Note 4 to the Adelphia
Communications Corporation consolidated financial statements. Management
believes the Company is in compliance with the financial covenants and related
financial ratio requirements contained in its various credit agreements.
On January 3, 2001, certain subsidiaries of Adelphia closed on a short
term secured revolving credit facility. In January 2000, Adelphia also closed on
offerings of Class A common stock and 6% convertible subordinated notes due
2006. Proceeds from these offerings were used to repay subsidiary bank debt. For
additional information regarding these transactions, see Note 15 to Adelphia's
consolidated financial statements.
At December 31, 2000, after giving effect to the short term secured
revolving credit facility, the Class A common stock offering and the 6%
convertible subordinated notes due 2006, Adelphia's subsidiaries had an
aggregate of $3,181,807 in cash and unused credit lines with banks, part of
which is subject to achieving certain levels of operating performance. At
December 31, 2000, a portion of the Company's unused credit lines was provided
by reducing revolving credit facilities whose revolver periods expire through
December 31, 2009.
At December 31, 2000, the Company's total outstanding debt aggregated
$12,603,413, which included $3,423,640 of parent debt and $9,179,773 of
subsidiary debt. Bank debt interest rates are based upon one or more of the
following rates at the option of Adelphia: prime rate plus 0% to 1.5%;
certificate of deposit rate plus 1.25% to 2.75%; or LIBOR plus .625% to 2.5%.
The Company's weighted average interest rate on notes payable to banks and
institutions was approximately 7.72% at December 31, 1999, compared to 7.90% at
December 31, 2000. At December 31, 2000, approximately 11.2% of subsidiary debt
with banks and institutions was subject to fixed interest rates for at least one
year under the terms of such debt or applicable interest rate swap, cap and
collar agreements. Approximately 59.0% of the Company's total indebtedness was
at fixed interest rates as of December 31, 2000 after giving effect to certain
interest rate swaps, caps and collars.
Adelphia has entered into interest rate swap, cap and collar agreements
with banks and affiliates to reduce the impact of changes in interest rates on
its debt. Adelphia enters into pay-fixed agreements to effectively convert a
portion of its variable-rate debt to fixed-rate debt. Adelphia enters into
receive-fixed agreements to effectively convert a portion of its fixed-rate debt
to variable-rate debt which is indexed to LIBOR. Interest rate cap and collar
agreements are used to reduce the impact of increases in interest rates on
variable rate debt. Adelphia is exposed to market risk in the event of
nonperformance by the banks and the affiliates. The Company does not expect any
such nonperformance. At December 31, 2000, Adelphia would have received
approximately $262 to settle its interest rate swap, cap and collar agreements,
representing the excess of fair market value over carrying value of these
agreements.
Financing Transactions
On September 20, 2000, Adelphia issued a total of $750,000 of 10 7/8%
Senior Notes due 2010.
On January 21, 2000, Adelphia closed the previously announced direct
placement of 5,901,522 shares of Adelphia Class B common stock with Highland
2000, L.P., a limited partnership owned by the Rigas family. Adelphia used a
portion of the proceeds of approximately $375,000 from this direct placement to
repay borrowings under revolving credit facilities of its subsidiaries, which
may be reborrowed and used for general corporate purposes.
On April 14, 2000, Adelphia closed on a $2,250,000 bank credit facility
through certain subsidiaries and affiliates of Adelphia. The credit facility
consists of a $1,500,000 8 3/4 year reducing revolving credit loan and a
$750,000 9 year term loan.
On July 3, 2000, Adelphia closed the previously announced direct
placement of 2,500,000 shares of Adelphia Class B common stock with Highland
2000, L.P., a limited partnership owned by the Rigas family. Adelphia used a
portion of the proceeds of approximately $145,000 from this direct placement to
repay borrowings under revolving credit facilities of its subsidiaries, which
may be reborrowed and used for general corporate purposes.
On September 28, 2000, Adelphia closed on a $500,000 9 1/4 year term
loan through certain subsidiaries and affiliates of Adelphia. This term loan is
an additional part of the credit facility closed on April 14, 2000. This brings
the total amount of that bank facility to $2,750,000.
During July 2000, Adelphia Business Solutions consummated a purchase
agreement with Allegheny Energy, Inc. ("Allegheny") to acquire interests in a
jointly owned network located in State College, Pennsylvania. Consideration paid
to Allegheny was 330,000 shares of Adelphia Business Solutions' Class A common
stock. This purchase increased Adelphia Business Solutions' ownership in this
network to 100%. The acquisition was accounted for under the purchase method of
accounting. Accordingly, the financial results of the acquired network have been
included in the consolidated results of Adelphia Business Solutions effective
from the date acquired.
For additional information regarding Adelphia's and Adelphia Business
Solutions' financing transactions, see Notes 4, 5, 7 and 15 to Adelphia's
Consolidated Financial Statements.
Acquisitions
Adelphia, excluding Adelphia Business Solutions (Cable and Other Segment)
On January 21, 1999, Adelphia acquired Verto Communications, Inc.
("Verto") pursuant to a merger agreement between Adelphia, Verto and Verto's
shareholders. These systems served approximately 56,000 subscribers in the
greater Scranton, PA area at the date of acquisition. In connection with the
Verto acquisition, Adelphia issued 2,561,024 shares of its Class A common stock
to the former owners of Verto and assumed approximately $35,000 of net
liabilities of Verto. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
are included in the consolidated results of Adelphia effective from the date
acquired.
On October 1, 1999, the redemption of the partnership interests in
Olympus held by Telesat Cablevision, Inc. ("Telesat"), a subsidiary of FPL
Group, Inc. was completed. The redemption was made in exchange for non cash
assets of Olympus of approximately $100,000.
On October 1, 1999, Adelphia acquired Century through a merger whereby
Century was merged with and into a wholly owned subsidiary of Adelphia, Arahova,
pursuant to an agreement and plan of merger, dated as of March 5, 1999, and as
amended on July 12, 1999 and as further amended on July 29, 1999. In connection
with the closing of the Century acquisition, Adelphia issued approximately
47,800,000 new shares of Adelphia Class A common stock and paid approximately
$811,900 to the stockholders of Century, and assumed approximately $1,700,000 of
debt. This transaction was approved by Century and Adelphia stockholders at
their respective stockholders' meetings on October 1, 1999. As of October 1,
1999, Century had approximately 1,610,000 basic subscribers after giving effect
to Century's pending joint venture with AT&T, which closed on December 7, 1999.
At the effective time of the merger, Adelphia also purchased Citizens Cable
Company's 50% interest in the Citizens/Century Cable Television Joint Venture,
one of Century's 50% owned joint ventures, for a purchase price of approximately
$131,900, comprised of approximately $27,700 in cash, approximately 1,850,000
shares of Adelphia Class A common stock and the assumption of indebtedness. As
of October 1, 1999, this joint venture served approximately 92,300 basic
subscribers in California and was jointly owned by Century and Citizens Cable
Company, a subsidiary of Citizens Utilities Company. The acquisition was
accounted for under the purchase method of accounting. Accordingly, the
financial results of the acquired systems are included in the consolidated
results of Adelphia effective from the date acquired.
On October 1, 1999, Adelphia acquired FrontierVision. As of October 1,
1999, FrontierVision served approximately 710,000 basic subscribers primarily in
Ohio, Kentucky, New England and Virginia. In connection with the acquisition,
Adelphia issued 7,000,000 shares of its Class A common stock, assumed debt of
approximately $1,150,000 and paid cash of approximately $543,300. The
acquisition was accounted for under the purchase method of accounting.
Accordingly, the financial results of the acquired systems are included in the
consolidated results of Adelphia effective from the date acquired.
On October 1, 1999, Adelphia acquired Harron Communications Corp.
("Harron"). As of October 1, 1999, Harron served approximately 296,000 basic
subscribers primarily in Southeastern Pennsylvania, Michigan, Massachusetts and
New Hampshire and were purchased for an aggregate purchase price of
approximately $1,211,704. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
are included in the consolidated results of Adelphia effective from the date
acquired.
On December 7, 1999, subsidiaries of Arahova consummated a transaction
with AT&T to form a joint venture limited partnership in the Los Angeles, CA
area. Pursuant to this agreement, the Company, Arahova and AT&T contributed
cable systems that served approximately 800,000 basic subscribers. Arahova and
Adelphia hold a combined interest of 75% and AT&T holds a 25% interest in the
partnership. As part of this transaction, Arahova and AT&T exchanged cable
systems owned by Arahova in certain communities in northern California for
certain cable systems owned by AT&T in southern California, allowing each of
them to unify operations in existing service areas. AT&T exchanged its East San
Fernando Valley cable system serving approximately 103,500 basic subscribers for
Arahova's northern California cable systems (San Pablo, Benecia, Fairfield and
Rohnert Park, California), which serve approximately 96,500 basic subscribers.
No gain or loss was recognized on this system swap due to the Company's
application of purchase accounting in connection with the Arahova merger.
In addition to the acquisitions mentioned above, for the year ended
December 31, 1999, Adelphia completed several other acquisitions. These
acquisitions served approximately 136,700 basic subscribers at the date of
acquisition primarily in Ohio, Virginia, Kentucky, Pennsylvania, California and
West Virginia and were purchased for an aggregate price of approximately
$539,200. The acquisition was accounted for under the purchase method of
accounting. Accordingly, the financial results of the acquired systems are
included in the consolidated results of Adelphia effective from the date
acquired.
On May 1, 2000, Adelphia and AT&T completed a swap of cable systems
serving approximately 13,000 basic subscribers. As a result of this transaction,
the Company recorded a gain of $37,552.
On July 5, 2000, Adelphia acquired Prestige Communications of NC, Inc.
These systems served approximately 118,250 subscribers in North Carolina,
Virginia and Maryland at the date of acquisition and were purchased for
approximately $700,000. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquire systems
have been included in the consolidated results of Adelphia effective from the
date acquired.
On November 1, 2000, Adelphia acquired cable systems in the Cleveland,
Ohio area from Cablevision Systems Corp. These systems served approximately
310,000 subscribers at the date of acquisition. In connection with the
acquisition, Adelphia issued 10,800,000 shares of its Class A common stock and
paid cash of approximately $990,000. The acquisition was accounted for under the
purchase method of accounting. Accordingly, the financial results of the
acquired systems are included in the consolidated results of Adelphia effective
from the date acquired.
In addition to the acquisitions mentioned above, for the year ended
December 31, 2000, Adelphia completed several other acquisitions. These
acquisitions served approximately 76,000 basic subscribers at the date of
acquisition primarily in California, Colorado, Maine, New Hampshire and New York
and were purchased for an aggregate price of approximately $174,000 of cash and
Class A common stock. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
are included in the consolidated results of Adelphia effective from the date
acquired.
Adelphia Business Solutions (CLEC Segment)
During March 1999, Adelphia Business Solutions consummated purchase
agreements with subsidiaries of Multimedia, Inc. and MediaOne of Colorado Inc.
to acquire their respective interests in jointly owned networks located in the
Wichita, KS, Jacksonville, FL and Richmond, VA markets for an aggregate of
approximately $89,800. The agreements increased Adelphia Business Solutions'
ownership interest in each of these networks to 100%. Accordingly, the financial
results of the acquired networks are included in the consolidated results of
Adelphia Business Solutions effective from the date acquired.
During June 1999, Adelphia Business Solutions consummated a purchase
agreement with Entergy Corporation ("Entergy"), the parent of its local partner
in the Baton Rouge, LA, Little Rock, AR, and Jackson, MS markets, whereby
Entergy received approximately $36,500 for its ownership interests in these
markets. The agreements increased Adelphia Business Solutions' ownership
interest in each of these networks to 100%. Accordingly, the financial results
of the acquired networks are included in the consolidated results of Adelphia
Business Solutions effective from the date acquired.
During July 2000, Adelphia Business Solutions consummated a purchase
agreement with Allegheny Communications Connect, Inc. ("Allegheny") to acquire
its interest in a jointly owned network located in State College, PA.
Consideration paid to Allegheny was 330,000 shares of Adelphia Business
Solutions' Class A common stock. This purchase increased Adelphia Business
Solutions' ownership in this network to 100%. Accordingly, the financial results
of the acquired network have been included in the consolidated results of
Adelphia Business Solutions effective from the date acquired.
For additional information regarding Adelphia's and Adelphia Business
Solutions' acquisitions after December 31, 2000, see Note 15 to Adelphia's
Consolidated Financial Statements.
Resources
The Company plans to continue to explore and consider new commitments,
arrangements or transactions to refinance existing debt, increase the Company's
liquidity or decrease the Company's leverage. These could include, among other
things, the future issuance by Adelphia, or its subsidiaries, of public or
private equity or debt and the negotiation of new or amended credit facilities.
These could also include entering into acquisitions, joint ventures or other
investment or financing activities, although no assurance can be given that any
such transactions will be consummated. The Company's ability to borrow under
current credit facilities and to enter into refinancings and new financings is
limited by covenants contained in Adelphia's indentures and its subsidiaries'
credit agreements, including covenants under which the ability to incur
indebtedness is in part a function of applicable ratios of total debt to cash
flow.
The Company believes that cash and cash equivalents, internally
generated funds, borrowings under existing credit facilities, and future
financing sources will be sufficient to meet its short-term and long-term
liquidity and capital requirements. Although in the past the Company has been
able to refinance its indebtedness or obtain new financing, there can be no
assurance that the Company will be able to do so in the future or that the terms
of such financings would be favorable.
Management believes that the telecommunications industry, including the
cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, systems
swaps, sales of all or part of cable companies or their assets, and other
partnering and investment transactions of various structures and sizes involving
cable or other telecommunications companies. The Company continues to evaluate
new opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other telecommunications companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.
Affiliates
On October 1, 1999, the remaining 50% partnership interest in Olympus
was redeemed and Olympus became a consolidated, wholly owned subsidiary of
Adelphia as of that date. Therefore, all intercompany accounts and transactions
have been eliminated subsequent to October 1, 1999. Prior to October 1, 1999,
the Company served as the managing general partner of Olympus and held $5 of
voting general partnership interests representing, in the aggregate, 50% of the
voting interests of Olympus. The Company also held nonvoting PLP interests in
Olympus, which entitled the Company to a 16.5% per annum priority return. The
remaining equity in Olympus consisted of voting and non-voting partnership
interests held by Telesat, which were redeemed on October 1, 1999.
On January 29, 1999, Adelphia purchased from Telesat shares of
Adelphia's stock owned by Telesat for a price of $149,213. In the transaction,
Adelphia purchased 1,091,524 shares of Class A common stock and 20,000 shares of
Series C Cumulative convertible preferred stock which are convertible into an
additional 2,358,490 shares of Class A common stock. These shares represent
3,450,014 shares of Class A common stock on a fully converted basis. Adelphia
and Telesat also agreed to a redemption of Telesat's interests in Olympus for
approximately $100,000. The redemption occurred on October 1, 1999.
During the nine months ended December 31, 1998 and the nine months ended
September 30, 1999, the Company made net investments in and advances to Olympus
totaling $222,610 and $350,053, respectively. The increase in the investments
and advances to Olympus for the nine months ended September 30, 1999 was due
primarily to advances used to pay down subsidiary credit facilities with banks
and institutions. During the nine months ended December 31, 1998, and the nine
months ended September 30, 1999, the Company received priority investment income
from Olympus of $36,000 and $36,000, respectively.
During the nine months ended December 31, 1998, Olympus acquired several
cable and security systems, adding approximately 70,000 subscribers for
approximately $150,000. No significant acquisitions occurred during the years
ended December 31, 1999 and 2000. For additional information regarding Olympus
acquisitions and financings, see Olympus' Annual Report on Form 10-K for the
year ended December 31, 2000, also filed with the SEC.
For the year ended December 31, 1999, the Company made advances in the
net amount of $134,469 to the Managed Entities, primarily for capital
expenditures and working capital purposes. For the year ended December 31, 2000,
the Company received net payments in the amount of $175,505 from the Managed
Entities.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", and by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,"
is effective for the Company as of January 1, 2001. SFAS No. 133, as amended,
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value with changes in fair value reflected in the statement
of operations or other comprehensive income. In conjunction with preparing for
the implementation of this standard, the Company has determined that its
derivative instruments are primarily in the form of interest rate protection
instruments such as interest rate swaps, caps and collars and common stock
purchase warrants. The adoption of this statement or any transition adjustment
will not have a significant effect on the Company's consolidated results of
operations or financial position.
Inflation
In the nine months ended December 31, 1998 and the years ended December
31, 1999 and 2000, inflation did not have a significant effect on the Company.
Periods of high inflation could have an adverse effect to the extent that
increased borrowing costs for floating-rate debt may not be offset by increases
in subscriber rates. At December 31, 2000, after giving effect to interest rate
hedging agreements, approximately $5,186,852 of the Company's total debt was
subject to floating interest rates.
Regulatory and Competitive Matters
The cable television operations of the Company may be adversely affected
by changes and developments in governmental regulation, competitive forces and
technology. The cable television industry and the Company are subject to
extensive regulation at the federal, state and local levels. The 1992 Cable Act
significantly expanded the scope of regulation of certain subscriber rates and a
number of other matters in the cable industry, such as mandatory carriage of
local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic programming services based upon a benchmark methodology, and
(ii) associated equipment and installation services based upon cost plus a
reasonable profit. Under the FCC rules, franchising authorities are authorized
to regulate rates for basic services and associated equipment and installation
services. The 1996 Act ended FCC regulation of cable programming service tier
rates on March 31, 1999.
Rates for basic services are set pursuant to a benchmark formula.
Alternatively, a cable operator may elect to use a cost-of-service methodology
to show that rates for basic services are reasonable. Refunds with interest will
be required to be paid by cable operators who are required to reduce regulated
rates. The FCC has reserved the right to reduce or increase the benchmarks it
has established. The rate regulations also limit increases in regulated rates to
an inflation indexed amount plus increases in certain costs such as taxes,
franchise fees, costs associated with specific franchise requirements and
increased programming costs. Cost-based adjustments to these capped rates can
also be made in the event a cable operator adds or deletes channels or completes
a significant system rebuild or upgrade. Because of the limitation on rate
increases for regulated services, future revenue growth from cable services will
rely to a much greater extent than has been true in the past on increased
revenues from unregulated services and new subscribers than from increases in
previously unregulated rates.
The FCC has adopted regulations implementing all of the requirements of
the 1992 Cable Act. The FCC is also likely to continue to modify, clarify or
refine the rate regulations. Adelphia cannot predict the effect of future
rulemaking proceedings or changes to the rate regulations.
Cable television companies operate under franchises granted by local
authorities, which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.
The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept.
The Company believes that the provision of video programming by
telephone companies in competition with the Company's existing operations could
have an adverse effect on the Company's financial condition and results of
operations. At this time, the impact of any such effect is not known or
estimable.
The Company also competes with DBS service providers. DBS has been
available to consumers since 1994. A single DBS satellite can provide more than
100 channels of programming. DBS service can be received virtually anywhere in
the United States through the installation of a small outdoor antenna. DBS
service is being heavily marketed on a nationwide basis by several service
providers, some of which are now offering local programming channels. At this
time, any impact of DBS competition on the Company's future results is not known
or estimable.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
(Dollars in thousands)
The Company uses fixed and variable rate debt to fund its working
capital requirements, capital expenditures and acquisitions. These debt
arrangements expose the Company to market risk related to changes in interest
rates. The Company enters into pay-fixed agreements to effectively convert a
portion of its variable-rate debt to fixed-rate debt to reduce the risk of
incurring higher interest costs due to rising interest rates. As of December 31,
2000, the Company had interest rate swap agreements covering notional principal
of $75,000 that expire through 2008 and that fix the interest rate at an average
of 6.05%. The Company also enters into receive-fixed agreements to effectively
convert a portion of its fixed-rate debt to a variable-rate debt which is
indexed to LIBOR to reduce the risk of incurring higher interest costs in
periods of falling interest rates. As of December 31, 2000, the Company had
interest rate swap agreements covering notional principal of $35,000 and $45,000
that expire in 2002 and 2003, respectively, and that have a variable rate at an
average of 6.76% and 6.77%, respectively. The Company enters into interest rate
caps to reduce the risk of incurring higher interest costs due to rising
interest rates. As of December 31, 2000, the Company had interest rate cap
agreements covering a notional amount of $400,000, which expire in 2002 and cap
rates at an average rate of 7.25%. As of December 31, 2000, the Company had
interest rate collar agreements covering a notional amount of $200,000, with
$100,000 expiring in each of 2001 and 2002. The interest rate collar agreements
have average cap and floor rates of 5.95% and 6.30%, respectively. These
agreements also have maximum cap rates of 6.64% and minimum floor rates of 4.65%
and 4.95%, respectively. The Company does not enter into any interest rate
swaps, caps or collars agreements for trading purposes. The Company is exposed
to market risk in the event of non-performance by the banks. No such
non-performance is expected. The table below summarizes the fair values and
contract terms of the Company's financial instruments subject to interest rate
risk based on amounts outstanding as of December 31, 2000.
Expected Maturity
------------------------------------------------------- Fair
2001 2002 2003 2004 2005 Thereafter Total Value
---------- ---------- ----------- ---------- ---------- ------------ ---------- -----------
Debt and Redeemable
Preferred Stock:
Fixed Rate $ 23,000 $ 545,000 $ 805,917 $ 531,847 $ 380,000 $ 4,999,897 $7,285,661 $ 6,287,502
Average Interest Rate 10.16% 10.03% 10.04% 10.05% 10.00% 9.56%
Variable Rate 283,006 441,866 700,537 712,724 980,647 2,692,854 5,811,634 5,811,634
Average Interest Rate 7.25% 6.92% 7.16% 7.35% 7.24% 7.23%
Interest Rate Swaps, Caps
and Collars:
Variable to Fixed Swaps $ -- $ -- $ -- $ -- $ -- $ 75,000 $ 75,000 $ 76
Average Pay Rate -- -- -- -- -- 6.05%
Average Receive Rate -- -- -- -- -- 6.77%
Fixed to Variable Swaps -- 35,000 45,000 -- -- -- 80,000 202
Average Pay Rate -- 6.76% 6.77% -- -- --
Average Receive Rate -- 6.70% 5.90% -- -- --
Interest Rate Caps -- 400,000 -- -- -- -- 400,000 150
Average Cap Rate -- 7.25% -- -- -- --
Interest Rate Collars 100,000 100,000 -- -- -- -- 200,000 (166)
Maximum Cap Rate 6.64% 6.64% -- -- -- --
Average Cap and Floor Rate 5.95% 6.30% -- -- -- --
Minimum Floor Rate 4.65% 4.95% -- -- -- --
Interest rates on variable debt are estimated by us using the average
implied forward London Interbank Offer Rate ("LIBOR") rates for the year of
maturity based on the yield curve in effect at December 31, 2000, plus the
borrowing margin in effect at December 31, 2000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of Adelphia and related notes
thereto and independent auditors' report follow.
INDEX TO FINANCIAL STATEMENTS OF ADELPHIA COMMUNICATIONS CORPORATION
AND SUBSIDIARIES
Independent Auditors' Report 48
Consolidated Balance Sheets, December 31, 1999 and 2000 49
Consolidated Statements of Operations and Comprehensive Income (Loss), Nine Months Ended
December 31, 1998 and Years Ended December 31, 1999 and 2000 50
Consolidated Statements of Convertible Preferred Stock, Common Stock and Other Stockholders' Equity
(Deficiency), Nine Months Ended December 31, 1998 and Years Ended December 31, 1999 and 2000 51
Consolidated Statements of Cash Flows, Nine Months Ended December 31, 1998
and Years Ended December 31, 1999 and 2000 53
Notes to Consolidated Financial Statements 54
INDEPENDENT AUDITORS' REPORT
Adelphia Communications Corporation:
We have audited the accompanying consolidated balance sheets of Adelphia
Communications Corporation and subsidiaries as of December 31, 1999 and 2000,
and the related consolidated statements of operations and comprehensive income
(loss), of convertible preferred stock, common stock and other stockholders'
equity (deficiency), and of cash flows for the nine months ended December 31,
1998 and the years ended December 31, 1999 and 2000. Our audits also included
the financial statement schedules listed in the Index at Item 14. These
financial statements and financial statement schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Adelphia Communications
Corporation and subsidiaries at December 31, 1999 and 2000, and the results of
their operations and their cash flows for the nine months ended December 31,
1998 and the years ended December 31, 1999 and 2000 in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, such financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly
in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
March 29, 2001
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
December 31,
1999 2000
--------------- ----------------
ASSETS
Property, plant and equipment - net $ 3,961,704 $ 6,124,820
Intangible assets - net 12,127,613 14,091,402
Cash and cash equivalents 186,874 124,634
Restricted cash -- 54,178
U.S. government securities - pledged 29,899 --
Investments 280,874 246,974
Subscriber receivables - net 194,399 248,582
Prepaid expenses and other assets - net 328,675 605,819
Related party receivables - net 178,577 3,071
--------------- ----------------
Total $ 17,288,615 $ 21,499,480
=============== ================
LIABILITIES, PREFERRED STOCK, COMMON STOCK AND
OTHER STOCKHOLDERS' EQUITY
Subsidiary debt $ 6,513,813 $ 9,179,773
Parent debt 2,777,919 3,423,640
Accounts payable 442,561 845,486
Subscriber advance payments and deposits 57,651 58,222
Accrued interest and other liabilities 495,564 706,217
Deferred income taxes 2,113,097 2,074,038
--------------- --------------
Total liabilities 12,400,605 16,287,376
--------------- ----------------
Minority interests 736,497 616,223
--------------- ----------------
Adelphia Business Solutions redeemable exchangeable preferred stock 260,848 297,067
--------------- ----------------
13% Series B cumulative redeemable exchangeable preferred stock 148,363 148,535
--------------- ----------------
Commitments and contingencies (Note 6)
Convertible preferred stock, common stock and other stockholders' equity:
8 1/8% Series C convertible preferred stock ($100,000 liquidation preference) 1 --
5 1/2% Series D convertible preferred stock ($575,000 liquidation preference) 29 29
Class A common stock, $.01 par value, 1,200,000,000 shares
authorized, 113,051,118 and 133,788,334 shares outstanding, respectively 1,131 1,338
Class B common stock, $.01 par value, 300,000,000 shares authorized,
10,834,476 and 19,235,998 shares outstanding, respectively 108 192
Additional paid-in capital 5,863,633 6,839,686
Accumulated other comprehensive income (loss) 3,239 (16,362)
Accumulated deficit (1,976,438) (2,525,203)
Treasury stock, at cost, 1,091,524 shares of Class A common stock and
20,000 shares of 8 1/8% Series C convertible preferred stock (149,401) (149,401)
--------------- ----------------
Convertible preferred stock, common stock and other
stockholders' equity 3,742,302 4,150,279
--------------- ----------------
Total $ 17,288,615 $ 21,499,480
=============== ================
See notes to consolidated financial statements.
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Dollars in thousands, except per share amounts)
Nine Months
Ended
December 31, Year Ended December 31,
------------- ----------------------------
1998 1999 2000
------------- ------------- --------------
Revenues $ 496,014 $ 1,287,968 $ 2,909,351
------------- ------------- -------------
Operating expenses:
Direct operating and programming 167,963 432,612 1,070,346
Selling, general and administrative 107,249 340,579 749,612
Restructuring charges -- -- 5,420
Depreciation and amortization 140,974 371,025 867,877
Merger and integration costs -- 4,736 --
------------- ------------- -------------
Total 416,186 1,148,952 2,693,255
------------- ------------- -------------
Operating income 79,828 139,016 216,096
------------- ------------- -------------
Other income (expense):
Priority investment income from Olympus 36,000 36,000 --
Interest expense - net (Note 2) (180,452) (359,585) (922,865)
Equity in loss of Olympus and other joint ventures (48,891) (60,618) (25,423)
Equity in loss of Adelphia Business Solutions joint ventures (9,580) (7,758) (2,858)
Minority interest in net losses of subsidiaries 25,772 38,699 138,531
Adelphia Business Solutions preferred stock dividends (21,536) (32,173) (36,219)
Gain on cable systems swap 21,455 -- 37,552
Other-than-temporary impairment of marketable equity securities -- -- (109,605)
Other 1,113 1,865 (411)
------------- ------------- -------------
Total (176,119) (383,570) (921,298)
------------- ------------- -------------
Loss before income taxes and extraordinary loss (96,291) (244,554) (705,202)
Income tax benefit 6,802 14,493 157,634
------------- ------------- -------------
Loss before extraordinary loss (89,489) (230,061) (547,568)
Extraordinary loss on early retirement of debt (net of income taxes
of $7,200 in 1999) (4,337) (10,658) --
------------- ------------- -------------
Net loss (93,826) (240,719) (547,568)
Dividend requirements applicable to preferred stock (20,718) (41,963) (54,916)
------------- ------------- -------------
Net loss applicable to common stockholders (114,544) (282,682) (602,484)
Other comprehensive income (loss) - unrealized gain (loss) on available-
for-sale securities (net of income taxes of $2,237 and $50,164) -- 3,239 (90,844)
Other-than-temporary impairment of marketable equity securities
reclassification adjustment (net of income taxes of $38,362) -- -- 71,243
------------- ------------- -------------
Comprehensive loss $ (114,544) $ (279,443) $ (622,085)
============= ============= =============
Basic and diluted loss per weighted average share of common
stock before extraordinary loss $ (3.04) $ (3.73) $ (4.45)
Basic and diluted extraordinary loss on early retirement of debt per
weighted average share of common stock (0.12) (0.15) --
------------- ------------- -------------
Basic and diluted net loss per weighted average share of common stock $ (3.16) $ (3.88) $ (4.45)
============= ============= =============
Weighted average shares of common stock outstanding (in thousands) 36,226 72,824 135,515
============= ============= =============
See notes to consolidated financial statements.
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK
AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY)
(Dollars in thousands)
Series C Series D Accumulated
Convertible Convertible Class A Class B Additional Other
Preferred Preferred Common Common Paid-In Comprehensive Accumulated Treasury
Stock Stock Stock Stock Capital Income(loss) Deficit Stock Total
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- -----------
Balance, March 31, 1998 $ 1 $ -- $ 200 $ 109 $ 331,263 $ -- $(1,647,438) $ -- $(1,315,865)
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Adelphia Business Solutions
issuance of Class A
common stock -- -- -- -- 146,440 -- -- -- 146,440
Issuance of Class A common
stock -- -- 88 -- 267,838 -- -- -- 267,926
Dividend requirements
applicable to exchangeable
preferred stock -- -- -- -- (14,625) -- -- -- (14,625)
Dividend requirements
applicable to convertible
preferred stock -- -- -- -- (6,093) -- -- -- (6,093)
Issuance of Class A common
stock for affiliate cable
television assets -- -- 23 -- 77,085 -- -- -- 77,108
Excess of purchase price
over carrying value of
cable television
assets purchased from
affiliate -- -- -- -- (63,676) -- -- -- (63,676)
Conversion of Class B common
stock into Class A
common stock -- -- 1 (1) -- -- -- -- --
Other -- -- 1 -- (130) -- 2,298 -- 2,169
Net loss -- -- -- -- -- -- (93,826) -- (93,826)
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Balance, December 31, 1998 $ 1 $ -- $ 313 $ 108 $ 738,102 $ -- $(1,738,966) $ -- $(1,000,442)
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Net proceeds from issuance of
Class A common stock -- -- 225 -- 1,186,290 -- -- -- 1,186,515
Net proceeds from issuance
of Series D Convertible
Preferred stock -- 29 -- -- 557,430 -- -- -- 557,459
Adelphia Business Solutions
Issuance of Class A common
stock -- -- -- -- 109,015 -- -- -- 109,015
Treasury stock purchase -- -- -- -- -- -- -- (149,401) (149,401)
Dividend requirements
applicable to
exchangeable preferred
stock -- -- -- -- (19,500) -- -- -- (19,500)
Dividend requirements
applicable to
convertible preferred stock -- -- -- -- (22,239) -- -- -- (22,239)
Issuance of Class A common
stock in connection with
acquisitions -- -- 593 -- 3,336,145 -- -- -- 3,336,738
Other comprehensive income -- -- -- -- -- 3,239 -- -- 3,239
Other -- -- -- -- (21,610) -- 3,247 -- (18,363)
Net loss -- -- -- -- -- -- (240,719) -- (240,719)
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Balance, December 31, 1999 $ 1 $ 29 $ 1,131 $ 108 $5,863,633 $ 3,239 $(1,976,438) $(149,401) $ 3,742,302
=========== ========== ======== ======== ========== ============= ============ ========== ============
See notes to consolidated financial statements.
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK, COMMON STOCK
AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY) (continued)
(Dollars in thousands)
Series C Series D Accumulated
Convertible Convertible Class A Class B Additional Other
Preferred Preferred Common Common Paid-In Comprehensive Accumulated Treasury
Stock Stock Stock Stock Capital Income(loss) Deficit Stock Total
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Balance, December 31, 1999 $ 1 $ 29 $ 1,131 $ 108 $5,863,633 $ 3,239 $(1,976,438) $(149,401) $ 3,742,302
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Net proceeds from issuance of
Class B common stock -- -- -- 84 519,452 -- -- -- 519,536
Conversion of Series C
convertible preferred
stock into Class A
common stock (1) -- 94 -- (93) -- -- -- --
Dividend requirements
applicable to
exchangeable preferred stock -- -- -- -- (19,500) -- -- -- (19,500)
Dividend requirements
applicable to
convertible preferred stock -- -- -- -- (35,416) -- -- -- (35,416)
Issuance of Class A common
stock in connection with
acquisitions -- -- 109 -- 510,766 -- -- -- 510,875
Issuance of Class A common
stock to fund stock
incentive plans -- -- 2 -- 2,937 -- -- -- 2,939
Options exercised for Class A
common stock -- -- 2 -- 4,346 -- -- -- 4,348
Other comprehensive loss -- -- -- -- -- (19,601) -- -- (19,601)
Other -- -- -- -- (6,439) -- (1,197) -- (7,636)
Net loss -- -- -- -- -- -- (547,568) -- (547,568)
----------- ---------- -------- -------- ---------- ------------- ------------ ---------- ------------
Balance, December 31, 2000 $ -- $ 29 $ 1,338 $ 192 $6,839,686 $ (16,362) $(2,525,203) $(149,401) $ 4,150,279
=========== ========== ======== ======== ========== ============= ============ ========== ============
See notes to consolidated financial statements.
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Nine Months
Ended
December 31, Year Ended December 31,
--------------- ----------------------------
1998 1999 2000
--------------- ------------- -------------
Cash flows from operating activities:
Net loss $ (93,826) $ (240,719) $ (547,568)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 140,974 371,025 867,877
Noncash interest expense 23,663 52,068 144,384
Noncash restructuring charges -- -- 5,420
Noncash dividends 21,536 32,173 36,219
Equity in loss of Olympus and other joint ventures 48,891 60,618 25,423
Equity in loss of Adelphia Business Solutions joint ventures 9,580 7,758 2,858
Gain on cable systems swap (21,455) -- (37,552)
Gain on sale of investments -- (2,354) --
Minority interest in net losses of subsidiaries (25,772) (38,699) (138,531)
Extraordinary loss on early retirement of debt -
net of income tax benefit 4,337 10,658 --
Other-than-temporary impairment of marketable equity
securities -- -- 109,605
Decrease in deferred income taxes, net of effects of
acquisitions (6,510) (18,179) (176,582)
Changes in operating assets and liabilities, net of
effects of acquisitions:
Subscriber receivables (19,874) (70,110) (49,965)
Prepaid expenses and other (6,942) (53,461) (153,738)
Accounts payable 31,029 232,991 395,766
Subscriber advance payments and deposits 1,678 (14,594) (1,956)
Accrued interest and other 31,051 2,964 77,115
------------- ------------ -------------
Net cash provided by operating activities 138,360 332,139 558,775
------------- ------------ -------------
Cash flows used for investing activities:
Acquisitions, net of cash acquired (403,851) (2,178,037) (1,880,800)
Expenditures for property, plant and equipment (255,797) (819,197) (2,208,001)
Investments in Adelphia Business Solutions joint ventures (69,018) (24,496) (10,375)
Investments in other joint ventures (12,540) (31,869) (46,971)
Investments in fixed wireless licenses -- -- (77,632)
Purchase of minority interest in Adelphia Business Solutions (15,580) -- --
Sale of U.S. government securities - pledged 15,312 30,626 30,624
Investments in restricted cash -- -- (54,178)
Amounts (advanced to) received from related parties (274,216) (521,649) 102,345
Other -- 22,400 7,169
------------- ------------ -------------
Net cash used for investing activities (1,015,690) (3,522,222) (4,137,819)
------------- ------------ -------------
Cash flows from financing activities:
Proceeds from debt 836,176 3,184,579 7,179,972
Repayments of debt (269,778) (1,971,534) (4,096,030)
Costs associated with debt financings (7,125) (35,562) (31,497)
Premium paid on early retirement of debt (3,634) (13,566) --
Issuance of Adelphia Business Solutions Class A common stock 205,599 262,413 --
Issuance of Class A common stock 275,880 1,215,999 --
Issuance of Class B common stock -- -- 519,275
Costs associated with issuances of common stock (22,196) (30,366) --
Issuance of convertible preferred stock -- 557,649 --
Payments to acquire treasury stock -- (149,401) --
Preferred stock dividends paid (15,843) (41,898) (54,916)
------------- ------------ -------------
Net cash provided by financing activities 999,079 2,978,313 3,516,804
------------- ------------ -------------
Increase (decrease) in cash and cash equivalents 121,749 (211,770) (62,240)
Cash and cash equivalents, beginning of period 276,895 398,644 186,874
------------- ------------ -------------
Cash and cash equivalents, end of period $ 398,644 $ 186,874 $ 124,634
============= ============ =============
Supplemental disclosure of cash flow activity - cash payments for interest $ 162,113 $ 331,427 $ 840,657
============= ============ =============
See notes to consolidated financial statements.
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. The Company and Basis for Consolidation
Adelphia Communications Corporation and subsidiaries ("Adelphia") owns,
operates and manages cable television systems and other related
telecommunications businesses. Adelphia's operations consist primarily of
selling video programming which is distributed to subscribers for a monthly fee
through a network of fiber optic and coaxial cables. These services are offered
in the respective franchise areas under the name Adelphia. Adelphia Business
Solutions, Inc. and subsidiaries ("Adelphia Business Solutions" or "ABIZ") is a
consolidated subsidiary of Adelphia which owns, operates and manages entities
which provide competitive local exchange carrier ("CLEC") telecommunications
services under the name Adelphia Business Solutions.
On March 30, 1999, the Board of Directors of Adelphia changed Adelphia's
fiscal year from March 31 to December 31. The decision was made to conform to
general industry practice and for administrative purposes. The change became
effective for the nine months ended December 31, 1998.
The consolidated financial statements include the accounts of Adelphia,
its majority owned subsidiaries and subsidiaries that are 50% owned and
controlled by Adelphia. All significant intercompany accounts and transactions
have been eliminated in consolidation.
During the nine months ended December 31, 1998 and the years ended
December 31, 1999 and 2000, Adelphia consummated several acquisitions and cable
systems swaps, each of which was accounted for using the purchase method.
Accordingly, the financial results of each acquisition have been included in the
consolidated results of Adelphia effective from the date acquired.
On April 1, 1998, Adelphia exchanged its interest in its Mansfield, Ohio
area systems, which served approximately 64,400 subscribers, and approximately
$11,000 cash for Time Warner Entertainment's interests in systems adjacent to
systems owned or managed by Adelphia in Virginia, New England and New York,
which served approximately 70,200 subscribers. As a result of this transaction,
the Company recorded a gain of approximately $21,455.
On July 31, 1998, Adelphia consummated its transaction with AT&T to form
a joint venture limited partnership in the Western New York region. Pursuant to
this agreement, Adelphia contributed its Western New York and Lorain, Ohio
systems totaling approximately 298,000 subscribers and certain programming
assets and $440,000 in debt. Subsidiaries of AT&T contributed their cable
systems in Buffalo, New York; Erie, Pennsylvania; and Ashtabula and Lake County,
Ohio, totaling approximately 171,000 subscribers and $228,000 in debt. Adelphia
and AT&T hold a 66.7% and 33.3% interest, respectively, in the partnership.
Adelphia manages the partnership.
On September 30, 1998, Adelphia merged one of its subsidiaries with the
subsidiary of AT&T that held an interest in Syracuse Hilton Head Holdings, L.P.
("SHHH, L.P."), an Adelphia managed partnership controlled by the Rigas family,
principal stockholders of Adelphia. Pursuant to the merger agreement, AT&T
received 2,250,000 newly issued shares of Adelphia's Class A common stock.
Simultaneously, SHHH, L.P. distributed certain cable systems, which served
approximately 34,100 subscribers, in Virginia and North Carolina to Adelphia, in
exchange for the interest acquired by Adelphia from AT&T as described above,
Adelphia's preferred equity investment in SHHH, L.P. and certain affiliate
receivables owed to Adelphia.
In addition to the acquisitions mentioned above, for the nine months
ended December 31, 1998, Adelphia completed several other acquisitions. These
acquisitions served approximately 75,250 basic subscribers at the date of
acquisition primarily in southern New York, western Pennsylvania, Connecticut
and Vermont and were purchased for an aggregate price of approximately $163,500.
On January 21, 1999, Adelphia acquired Verto Communications, Inc.
("Verto") pursuant to a merger agreement among Adelphia, Verto and Verto's
shareholders. These systems served approximately 56,000 subscribers in the
greater Scranton, PA area at the date of acquisition. In connection with the
Verto acquisition, Adelphia issued 2,561,024 shares of its Class A common stock
to the former owners of Verto and assumed approximately $35,000 of net
liabilities of Verto.
On March 31, 1999, Adelphia Business Solutions consummated purchase
agreements with subsidiaries of MediaOne of Colorado, Inc. ("MediaOne"), its
local partner in the Jacksonville, FL and Richmond, VA networks, whereby
MediaOne received approximately $81,520 in cash for MediaOne's ownership
interests in these networks. In addition, Adelphia Business Solutions will be
responsible for the payment of fiber lease liabilities due to MediaOne in the
amount of approximately $14,500 over the next ten years. As a result of the
transactions, Adelphia Business Solutions' ownership interest in each of these
networks increased to 100%.
On October 1, 1999, the partnership interests of Olympus Communications,
L.P. ("Olympus") held by Telesat Cablevision, Inc., ("Telesat") a subsidiary of
FPL Group, Inc. were redeemed. The redemption was made in exchange for noncash
assets of Olympus of approximately $100,000. As a result of this transaction,
Adelphia's ownership in Olympus increased to 100% and Adelphia began to
consolidate Olympus into its financial statements effective October 1, 1999.
On October 1, 1999, Adelphia acquired Century Communications Corp.,
("Century") through a merger whereby Century was merged with and into a wholly
owned subsidiary of Adelphia, Arahova Communications, Inc., ("Arahova") pursuant
to an agreement and plan of merger, dated as of March 5, 1999, and as amended on
July 12, 1999 and as further amended on July 29, 1999. In connection with the
closing of the Century acquisition, Adelphia issued approximately 47,800,000 new
shares of Adelphia Class A common stock and paid approximately $811,900 to the
stockholders of Century, and assumed approximately $1,700,000 of debt. This
transaction was approved by Century and Adelphia stockholders at their
respective stockholders' meetings on October 1, 1999. As of October 1, 1999,
Century had approximately 1,610,000 basic subscribers primarily in California,
Puerto Rico, and throughout the United States after giving effect to Century's
pending joint venture with AT&T, which closed on December 7, 1999. At the
effective time of the merger, Adelphia also purchased Citizens Cable Company's
50% interest in the Citizens/Century Cable Television Joint Venture, one of
Century's 50% owned joint ventures, for a purchase price of approximately
$131,900, comprised of approximately $27,700 in cash, approximately 1,850,000
shares of Adelphia Class A common stock and the assumption of indebtedness. As
of October 1, 1999, this joint venture served approximately 92,300 basic
subscribers in California.
On October 1, 1999, Adelphia acquired FrontierVision Partners, L.P.
("FrontierVision"). As of October 1, 1999, FrontierVision served approximately
710,000 basic subscribers primarily in Ohio, Kentucky, New England and Virginia.
In connection with the acquisition, Adelphia issued approximately 6,900,000
shares of its Class A common stock, assumed debt of approximately $1,150,000 and
paid cash of approximately $543,300.
On October 1, 1999, Adelphia acquired Harron Communications Corp.
("Harron") for an aggregate price of approximately $1,211,704. As of October 1,
1999, Harron served approximately 296,000 basic subscribers primarily in
southeastern Pennsylvania, Michigan, Massachusetts and New Hampshire.
On December 7, 1999, subsidiaries of Arahova consummated a transaction
with AT&T to form a joint venture limited partnership in the Los Angeles, CA
area. Pursuant to this agreement, Arahova, Adelphia and AT&T contributed cable
systems that served approximately 800,000 basic subscribers. Arahova and
Adelphia hold a combined interest of 75% and AT&T holds a 25% interest in the
partnership. As part of this transaction, Arahova and AT&T exchanged cable
systems owned by Arahova in certain communities in northern California for
certain cable systems owned by AT&T in southern California, allowing each of
them to unify operations in existing service areas. AT&T exchanged its East San
Fernando Valley cable system serving approximately 103,500 basic subscribers for
Arahova's northern California cable systems (San Pablo, Benecia, Fairfield and
Rohnert Park, California), serving approximately 96,500 basic subscribers. No
gain or loss was recognized on this system swap due to the Company's application
of purchase accounting in connection with the Arahova merger.
In addition to the acquisitions mentioned above, for the year ended
December 31, 1999, Adelphia completed several other acquisitions. These
acquisitions served approximately 136,700 basic subscribers at the date of
acquisition primarily in Ohio, Virginia, Kentucky, Pennsylvania, California and
West Virginia and were purchased for an aggregate price of approximately
$539,200.
The approximate aggregate purchase price for the significant 1999
acquisitions was comprised of the following:
Cash, net of cash acquired $ 1,992,000
Assumed debt and working capital liabilities 4,530,000
Adelphia Class A common stock 3,337,000
-------------------
$ 9,859,000
===================
The value assigned to the Adelphia Class A common stock was based on the
average closing price of Adelphia Class A common stock a few days before and
after the respective acquisitions were agreed to and announced.
In 1999, the Company made a preliminary allocation of the purchase price
based on estimated fair values. A final allocation of the purchase price was
made upon receipt of final third party appraisals. The final allocation, which
approximated the preliminary allocation, was as follows:
Property, plant and equipment $ 1,827,236
Intangible assets (primarily franchise) 10,961,533
Other (2,929,769)
-------------------
$ 9,859,000
===================
On May 1, 2000, Adelphia and AT&T completed a swap of cable systems
serving approximately 13,000 basic subscribers. As a result of this transaction,
the Company recorded a gain of $37,552.
On July 5, 2000, Adelphia acquired Prestige Communications of NC, Inc.
These systems served approximately 118,250 subscribers in North Carolina,
Virginia and Maryland at the date of acquisition and were purchased for
approximately $700,000.
During July 2000, Adelphia Business Solutions consummated a purchase
agreement with Allegheny Energy, Inc. ("Allegheny") to acquire interests in a
jointly owned network located in State College, Pennsylvania. Consideration paid
to Allegheny was 330,000 shares of Adelphia Business Solutions' Class A common
stock.
On November 1, 2000, Adelphia acquired cable systems in the Cleveland,
Ohio area from Cablevision Systems Corp. These systems served approximately
310,000 subscribers at the date of acquisition. In connection with the
acquisition, Adelphia issued 10,800,000 shares of its Class A common stock and
paid cash of approximately $990,000. The value assigned to the Adelphia Class A
common stock was based on the average closing price of Adelphia Class A common
stock a few days before and after the number of shares to be issued became
fixed.
In addition to the acquisitions mentioned above, for the year ended
December 31, 2000, Adelphia completed several other acquisitions. These
acquisitions served approximately 76,000 basic subscribers at the date of
acquisition primarily in California, Colorado, Maine, New Hampshire and New
York, and were purchased for an aggregate price of approximately $174,000.
For acquisitions during the year ended December 31, 2000, the Company
has made a preliminary allocation of the purchase price based on estimated fair
values. A final allocation will be based upon final appraisals.
The following unaudited financial information assumes that the
significant acquisitions that were consummated during the year ended December
31, 1999 had occurred on April 1, 1998 and that the significant acquisitions
that were consummated during the year ended December 31, 2000 had occurred on
January 1, 1999.
Nine Months
Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1999 2000
---------------- ----------------- -----------------
Revenues $ 1,583,431 $ 2,707,785 $ 3,078,818
Loss before extraordinary loss 348,417 722,760 671,417
Net loss 417,925 775,986 726,334
Basic and diluted net loss per weighted
average share of common stock 4.38 6.15 5.03
Investment in Olympus Joint Venture Partnership
As described above, Adelphia's ownership in Olympus increased to 100%
effective October 1, 1999, at which time Adelphia began to consolidate Olympus
into its financial statements. Prior to October 1, 1999, Adelphia's investment
in the partnership comprised both limited and general partner interests. The
general partner interest represented a 50% voting interest in Olympus and was
being accounted for using the equity method. Under this method, Adelphia's
investment, initially recorded at the historical cost of contributed property,
was adjusted for subsequent capital contributions and its share of the losses of
the partnership as well as its share of the accretion requirements of the
partnership's interests. The limited partner interest represented a preferred
interest ("PLP interests") entitled to a 16.5% annual return. The PLP interests
were nonvoting, were senior to claims of certain other partner interests, and
provided for an annual priority return of 16.5%. Olympus was not required to pay
the entire 16.5% return currently and priority return on PLP interests was
recognized as income by Adelphia only when received. Correspondingly, equity in
net loss of Olympus excluded accumulated unpaid priority return.
2. Significant Accounting Policies
Property, Plant and Equipment
Property, plant and equipment, at cost, are comprised of the following:
December 31,
------------------------------
1999 2000
--------------- --------------
Operating plant and equipment $ 3,459,131 $ 4,511,245
Telecommunications networks 139,248 214,856
Network monitoring 431,078 760,784
Real estate and improvements 177,688 237,429
Support equipment 78,708 103,458
Construction in progress 825,265 1,872,989
--------------- --------------
5,111,118 7,700,761
Accumulated depreciation (1,149,414) (1,575,941)
--------------- --------------
$ 3,961,704 $ 6,124,820
=============== ==============
Depreciation is computed on the straight-line method using estimated
useful lives of 5 to 12 years for operating plant and equipment and 3 to 20
years for support equipment and real estate. Additions to property, plant and
equipment are recorded at cost which includes amounts for material, applicable
labor and overhead, and interest. Depreciation expense amounted to $98,218,
$221,516 and $459,086 for the nine months ended December 31, 1998 and the years
ended December 31, 1999 and 2000, respectively. Capitalized interest amounted to
$11,285, $25,135 and $45,735 for the nine months ended December 31, 1998 and the
years ended December 31, 1999 and 2000, respectively.
Intangible Assets
Intangible assets, at cost, net of accumulated amortization, are
comprised of the following:
December 31,
------------------------------
1999 2000
-------------- ---------------
Purchased franchises $ 9,496,354 $ 10,737,586
Goodwill 2,405,560 3,155,579
Non-compete agreements 15,382 15,160
Purchased subscribers lists 210,317 183,077
-------------- ---------------
$ 12,127,613 $ 14,091,402
============== ===============
A portion of the aggregate purchase price of systems acquired has been
allocated to purchased franchises, purchased subscriber lists, goodwill and
non-compete agreements. Purchased franchises and goodwill are amortized on the
straight-line method over periods of up to 40 years. At December 31, 2000, the
actual unexpired periods under purchased franchise agreements range from 1 to 15
years. Purchased subscriber lists are amortized on the straight-line method over
periods which range from 5 to 10 years. Non-compete agreements are amortized on
the straight-line method over their contractual lives which range from 4 to 12
years. Accumulated amortization of intangible assets amounted to $617,235 and
$911,679 at December 31, 1999 and 2000, respectively.
Cash and Cash Equivalents
Adelphia considers all highly liquid investments with original
maturities of three months or less to be cash equivalents. Book overdrafts of
$35,000 and $46,302 existed at December 31, 1999 and 2000, respectively. These
book overdrafts were reclassified as accounts payable.
Restricted Cash
Restricted cash consists of highly liquid investments with an initial
maturity date of three months or less reserved for the construction of the
advanced information technology infrastructure under Adelphia Business
Solutions' contract with the Pennsylvania government. The contract was entered
into on May 3, 2000.
U.S. Government Securities - Pledged
U.S. Government Securities - Pledged consist of highly liquid
investments which were used to pay the first six semi-annual interest payments
of the Adelphia Business Solutions 12 1/4% Senior Secured Notes. Such
investments were classified as held-to-maturity and the carrying value
approximated market value as of December 31, 1999.
Investments
The equity method of accounting is generally used to account for
investments which are 20% or more but not more than 50% owned. Under this
method, Adelphia's initial investment is recorded at cost and subsequently
adjusted for the amount of its equity in the net income or losses of its
investees. Dividends or other distributions are recorded as a reduction of
Adelphia's investment. Investments accounted for using the equity method
generally reflect Adelphia's equity in the investee's underlying assets.
Investments in entities in which Adelphia's ownership is less than 20%
and equity securities that do not have a readily determinable fair value are
generally accounted for using the cost method. Under the cost method, Adelphia's
initial investment is recorded at cost and subsequently adjusted for the excess,
if any, of dividends or other distributions received over its share of
cumulative earnings. Dividends received in excess of earnings subsequent to the
date the investment was made are recorded as reductions of the cost of the
investment.
Investments accounted for as available-for-sale securities are those
that the Company intends to hold for an indefinite period of time. Within the
available-for-sale category, equity securities with a readily determinable fair
value are reported at fair value, with unrealized gains and losses, net of tax,
included in other comprehensive income (loss). The Company recognized losses of
$109,605 in 2000 which resulted from the write-down of certain
available-for-sale securities, which experienced a decline in value that was
deemed other than temporary. Realized gains and losses, which are computed using
the specific identification method, and unrealized losses in individual
securities that are deemed to be other than temporary are recorded as a loss on
investment.
Adelphia's nonconsolidated investments are as follows:
Investments accounted for using the equity method: December 31,
Gross investment: 1999 2000
--------------- ---------------
Adelphia Business Solutions' joint ventures $ 61,400 $ 64,300
Mobile communications 19,865 23,391
Media ventures 10,627 16,508
Other 1,430 2,920
--------------- ---------------
Total 93,322 107,119
--------------- ---------------
Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P. 47,533 --
Benbow PCS Ventures, Inc. 17,192 --
Convertible preferred stock 87,433 94,780
Interactive Ventures -- 41,946
Other 12,972 19,865
--------------- ---------------
Total 165,130 156,591
--------------- ---------------
Investments accounted for as available-for-sale securities:
Common stock and common stock warrants 49,890 36,602
--------------- ---------------
Total investments before cumulative equity in net losses 308,342 300,312
Cumulative equity in net losses (27,468) (53,338)
--------------- ---------------
Total investments $ 280,874 $ 246,974
=============== ===============
As a result of the acquisition of Arahova, Adelphia obtained
approximately 113,983 shares of United International Holdings, Inc. ("UIH")
Series B convertible preferred stock. Each share of this stock is convertible
into approximately 21 shares of UIH Class A common stock, at a conversion price
of $10.625 per share. For the years ended December 31, 1999 and 2000, Adelphia
recognized investment income of $0 and $7,347 related to this convertible stock,
respectively. Adelphia's investment in UIH convertible preferred stock amounted
to $75,756 and $83,103 at December 31, 1999 and 2000, respectively.
In July 2000, certain members of the Rigas family closed on their
agreement to acquire all the voting interests of Niagara Frontier Hockey, L.P.
("NFHLP"). In conjunction with the closing of this agreement, Adelphia's Capital
Funding Notes of NFHLP were converted to a $46,500, 10% partially subordinated
note due in July 2010. Concurrently with the recapitalization of NFHLP, Adelphia
also purchased a $30,000, 10% fully subordinated note due July 2010. Both notes
pay interest quarterly with principal due at maturity. These notes receivable
are included in prepaid expenses and other assets as of December 31, 2000.
As a result of a contract between Arahova and At Home Corporation
("@Home") to provide @Home high speed internet access on certain systems,
Adelphia has received a warrant contract to purchase up to 5,260,000 shares of
@Home Series A common stock at $5.25 per share. The Company records an
investment in @Home and related deferred revenue based on the fair value of the
warrants at the time which performance requirements under the contract with
@Home are achieved. Corresponding revenue is recognized on the straight-line
basis over the remaining life of the contract, which expires in May 2004. The
investment in @Home warrants is classified as an available-for-sale security.
For the years ended December 31, 1999 and 2000, Adelphia recognized revenue of
$1,500 and $16,450 related to these warrants, respectively. Adelphia's
investment in @Home warrants amounted to $34,366 and $16,243 at December 31,
1999 and 2000, respectively. Adelphia recorded a write down of its investment in
@Home of $94,179 during the year ended December 31, 2000 because the decline in
fair value was deemed to be other than temporary.
Pursuant to an agreement dated December 16, 1997, Adelphia received
325,259 warrants to purchase shares of General Instruments ("GI") common stock
in connection with the purchase of digital converters. Each warrant enables
Adelphia to purchase one share of GI common stock. On January 5, 2000, GI merged
with a wholly owned subsidiary of Motorola, Inc. ("Motorola"). As a result of
this merger, each GI warrant was converted into a warrant to purchase Motorola
common stock at a ratio of .575 to 1. Additionally, on February 29, 2000,
Motorola declared a 3-for-1 stock split. On June 30, 2000, Adelphia exercised
62,340 of these warrants for 187,020 shares of Motorola common stock. As of
December 31, 2000, Adelphia has 124,682 of these warrants outstanding, of which
62,341 expire June 30, 2001 and 2002. As of December 31, 1999 and 2000,
Adelphia's investment in the warrants totaled $15,524 and $4,698, respectively,
and includes an unrealized gain of $7,830 and an unrealized loss of $2,995,
respectively. As of December 31, 2000, Adelphia's investment in Motorola common
stock totaled $3,787 and includes an unrealized gain of $2,242. These warrants
are recorded at fair value as a reduction of the cost of such converters when
earned.
Pursuant to an agreement dated June 29, 1998, Adelphia sold its stock in
Page Call, Inc. ("Page Call") to Benbow PCS Ventures, Inc. ("Benbow"). In
exchange for the Page Call stock, Adelphia received 1,731,964 shares of Benbow
Series A Redeemable Preferred Stock, convertible into 2,826,629 shares of Arch
Communications Group, Inc. (now known as Arch Wireless, Inc.) ("Arch") Class A
common stock. On April 7, 2000, Adelphia converted its Benbow stock into Arch
stock and recorded an unrealized gain of $4,539. Adelphia's investment in Benbow
and Arch amounted to $17,192 and $1,767, respectively, at December 31, 1999 and
2000, respectively. The investment is classified as an available-for-sale
security. Adelphia recorded a write down of its investment in Arch of $15,426
during the year ended December 31, 2000 because the decline in fair value was
deemed to be other than temporary.
Adelphia has agreements with various interactive television ventures.
Under the terms of these agreements, Adelphia has received non-refundable
warrants to purchase common stock, convertible preferred stock and the right to
purchase certain common stock at a discount. Adelphia has also agreed to deploy
the interactive television services in certain markets over periods of
approximately one year to five years, as provided in the various agreements. The
Company records an investment and deferred revenue for the fair value of the
non-refundable consideration received. Corresponding revenue is recognized on
the straight-line basis over the remaining lives of the respective agreements,
which expire on various dates through July 2005. Adelphia's investment in such
companies as of December 31, 2000 was $30,704, which includes $14,737 of
unrealized loss.
Subscriber Receivables
An allowance for doubtful accounts of $17,796 and $57,672 is recorded as
a reduction of subscriber receivables at December 31, 1999 and 2000,
respectively.
Amortization of Other Assets and Debt Discounts
Deferred debt financing costs, included in prepaid expenses and other
assets, and debt discounts, a reduction of the carrying amount of the debt, are
amortized over the term of the related debt. The unamortized amounts of deferred
debt financing costs included in prepaid expenses and other assets were $117,838
and $129,018 at December 31, 1999 and 2000, respectively. The aggregate amount
by which fair value assigned in purchase accounting to debt and interest rate
swaps exceeded or was less than carrying value at the acquisition date is being
amortized over the respective remaining 1 to 18 year lives of the underlying
debt obligations.
Other Assets - net
Included in prepaid expenses and other assets - net at December 31, 1999
and 2000 is $44,605 and $122,504 regarding licenses of spectrum for a fixed
wireless technology known as local multipoint distribution service ("LMDS"),
which is being amortized on a straight-line basis over 10 years which is the
life of the licenses.
Asset Impairments
Adelphia periodically reviews the carrying value of its long-lived
assets for impairment whenever events or changes in circumstances indicate that
the carrying value of assets may not be recoverable. Measurement of any
impairment would include a comparison of estimated future operating cash flows
anticipated to be generated during the remaining life of the assets with their
net carrying value. An impairment loss would be recognized as the amount by
which the carrying value of the assets exceeds their fair value.
Revenues
Subscriber revenues are recorded in the month the service is provided.
Advertising revenue is recognized in the period during which the underlying
advertisements are broadcast. Adelphia Business Solutions recognizes revenue
from communications services in the month the related service is provided.
Revenues on billings to customers for services in advance of providing such
services are deferred and recognized when earned. Reciprocal compensation
revenue is an element of switched service revenue, which represents compensation
for Local Exchange Carriers ("LECs") for local exchange traffic originated by
other LECs terminated on Adelphia Business Solutions' facilities. Adelphia
Business Solutions recognizes revenue based upon established contracts with the
LECs and has established a reserve for a portion of those revenues that are
under dispute.
Franchise Expense
The typical term of Adelphia's franchise agreements upon renewal is 10
to 15 years. Franchise fees range from 3% to 5% of certain subscriber revenues
and are expensed currently.
Interest Expense - Net
Interest expense - net includes interest income of $20,952, $97,797 and
$60,868 for the nine months ended December 31, 1998 and the years ended December
31, 1999 and 2000, respectively. Interest income includes interest income from
liquid investments, from affiliates on long-term loans and for reimbursement of
interest expense on revolving credit agreements, related to short term
borrowings by such affiliates (Note 13).
Interest Rate Swaps, Caps and Collar Agreements
Net settlement amounts under interest rate swaps, caps and collar
agreements are recorded as adjustments to interest expense during the period
incurred (Note 4).
Basic and Diluted Net Loss Per Weighted Average Share of Common Stock
Basic net loss per weighted average share of common stock is computed
based on the weighted average number of common shares outstanding after giving
effect to dividend requirements on Adelphia's preferred stock. Diluted net loss
per weighted average common share is equal to basic net loss per weighted
average common share because Adelphia's convertible preferred stock had an
antidilutive effect for the periods presented; however, the convertible
preferred stock could have a dilutive effect on earnings per share in future
periods.
Noncash Financing and Investing Activities
Capital leases entered into during the nine months ended December 31,
1998 and the years ended December 31, 1999 and 2000 totaled $15,522, $10,034 and
$58,071, respectively, for Adelphia, excluding Adelphia Business Solutions.
Adelphia Business Solutions entered into capital leases totaling $1,156, $5,772
and $17,747, respectively, during the nine months ended December 31, 1998 and
the years ended December 31, 1999 and 2000. Reference is made to Notes 1, 2 and
7 for descriptions of additional noncash financing and investing activities.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Reclassifications
Certain December 31, 1998 and 1999 amounts have been reclassified to
conform with the December 31, 2000 presentation.
Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended by
SFAS 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", and by SFAS 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activities,"
is effective for the Company as of January 1, 2001. SFAS No. 133, as amended,
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value with changes in fair value reflected in the statement
of operations or other comprehensive income. In conjunction with preparing for
the implementation of this standard, the Company has determined that its
derivative instruments are primarily in the form of interest rate protection
instruments such as interest rate swaps, caps and collars and common stock
purchase warrants. The adoption of this statement or any transition adjustment
will not have a significant effect on the Company's consolidated results of
operations or financial position.
3. Related Party Investments and Receivables
Related party receivables - net represent advances to managed entities
(Note 13), John J. Rigas and certain members of his immediate family
(collectively, the "Rigas family"), including entities they own or control (the
"Managed Entities"). No related party advances are collateralized.
As described in Note 1, effective October 1, 1999, Adelphia's ownership
interest in Olympus increased to 100%. The information below is for the year
ended December 31, 1998, when Adelphia accounted for Olympus under the equity
method.
Olympus' results of operations for the year ended December 31, 1998 are
summarized as follows:
December 31,
1998
-----------------
Revenues $ 215,642
Operating income 38,944
Net loss (16,074)
Net loss of general and limited partners
after priority return (105,530)
4. Debt
Subsidiary Debt
December 31,
1999 2000
-------------- ---------------
Notes to banks and institutions $ 3,088,477 $ 5,708,529
Subsidiary public debt 3,337,376 3,322,334
Other debt 87,960 148,910
-------------- ---------------
Total subsidiary debt $ 6,513,813 $ 9,179,773
============== ===============
Notes to Banks and Institutions
Borrowings under most of these credit arrangements of subsidiaries are
collateralized by a pledge of the stock in their respective subsidiaries, and,
in some cases, by other assets. These agreements limit, among other things,
additional borrowings, investments, transactions with affiliates and other
subsidiaries, and the payment of dividends and fees by the subsidiaries. The
agreements also require maintenance of certain financial ratios by the
subsidiaries. At December 31, 2000, approximately $1,106,656 of the net assets
of subsidiaries would be permitted to be transferred to the parent company in
the form of dividends and loans without the prior approval of the lenders based
upon the results of operations of such subsidiaries for the quarter ended
December 31, 2000. The subsidiaries are permitted to pay management fees to the
parent company or other subsidiaries. Such fees are limited to a percentage of
the subsidiaries' revenues.
Certain subsidiaries of Adelphia are co-borrowers with Managed Entities
under credit facilities for borrowings of up to $3,751,250. Each of the
co-borrowers is liable for all borrowings under the credit agreements, and may
borrow up to the entire amount of the available credit under the facility. The
lenders have no recourse against Adelphia other than against Adelphia's interest
in such subsidiaries.
Notes to banks and institutions mature at various dates through 2009.
Bank debt interest rates are based upon one or more of the following rates at
the option of Adelphia: prime rate plus 0% to 1.5%; certificate of deposit rate
plus 1.25% to 2.75%; or LIBOR plus .625% to 2.5%. Total bank debt with interest
rates under these options was approximately $3,073,102 and $5,662,724 at
December 31, 1999 and 2000, respectively. At December 31, 1999 and 2000, the
weighted average interest rate on notes payable to banks and institutions was
7.72% and 7.90%, respectively. At December 31, 1999 and 2000, the rates on 26.2%
and 11.2%, respectively, of Adelphia's notes payable to banks and institutions
were fixed for at least one year through the terms of the notes or interest rate
swap, cap or collar agreements. Adelphia pays commitment fees of up to 0.5% of
unused principal.
During the year ended December 31, 1999, Adelphia redeemed $37,815
aggregate principal amount of subsidiary notes to banks and institutions. As a
result of this transaction, Adelphia recognized an extraordinary loss on early
retirement of debt of $2,441.
Subsidiary Public Debt
Interest on subsidiary public debt is generally due semi-annually. The
subsidiary public debt is effectively subordinated to all liabilities of
subsidiary notes to banks and institutions and is senior to the parent debt. The
subsidiary public debt agreements contain restrictions on, among other things,
the incurrence of indebtedness, mergers and sale of assets, certain restricted
payments, investments in affiliates and certain other affiliate transactions.
The agreements also require maintenance of certain financial ratios.
The following table summarizes the subsidiary public debt:
Outstanding as of
Interest Issue Amount December 31, December 31, Maturity First Call First Call
Subsidiary Rate Date Issued 1999 (a) 2000 (a) Date Date Rate
- ----------------- ---------------- ----------- ----------- -------------- -------------- ---------- ------------ -----------
ABIZ 13.000% 04/15/96 329,000 $ 253,860 $ 291,891 04/15/03 04/15/01 106.500%
ABIZ 12.250% 08/27/97 250,000 250,000 250,000 09/01/04 09/01/01 106.125%
ABIZ 12.000% 03/02/99 300,000 300,000 300,000 11/01/07 11/01/03 106.000%
Olympus 10.625% 11/12/96 200,000 203,537 203,020 11/15/06 11/15/01 105.313%
FrontierVision 11.000% 10/02/96 200,000 212,541 210,706 10/15/06 10/15/01 105.500%
FrontierVision 11.875% 09/16/97 237,650 205,979 228,519 09/15/07 09/15/01 107.917%
FrontierVision 11.875% 12/02/98 91,298 78,522 84,820 09/15/07 09/15/01 107.917%
Arahova 9.500% 08/14/92 150,000 148,773 -- 08/15/00 Non-call N/A
Arahova 9.750% 02/15/92 200,000 201,172 201,005 02/15/02 Non-call N/A
Arahova Zero coupon 04/01/93 444,000 318,234 354,392 03/15/03 Non-call N/A
Arahova 9.500% 03/06/95 250,000 250,852 250,950 03/01/05 Non-call N/A
Arahova 8.875% 01/17/97 250,000 242,542 243,805 01/15/07 Non-call N/A
Arahova 8.750% 09/23/97 225,000 216,105 217,440 10/01/07 Non-call N/A
Arahova 8.375% 11/07/97 100,000 94,048 94,420 11/15/17 Non-call N/A
Arahova 8.375% 12/04/97 100,000 94,106 94,930 12/15/07 Non-call N/A
Arahova Zero coupon 01/08/98 605,000 267,105 296,436 01/15/08 Non-call N/A
-------------- ---------------
$ 3,337,376 $ 3,322,334
============== ===============
(a) Amounts outstanding include discounts or premiums recorded as a result
of purchase accounting, if applicable.
Other Subsidiary Debt
As of December 31, 1999 and 2000, other debt consists of capital leases
that were incurred in connection with the acquisition of, and are collateralized
by, certain equipment. The interest rate on such debt is based on various
published rates, such as the Federal Funds or U.S. Treasury rates, plus
applicable margin.
Parent Debt
Interest on the Parent Debt is due semi-annually. The Parent Debt is
effectively subordinated to all liabilities of the subsidiaries and the
agreements contain restrictions on, among other things, the incurrence of
indebtedness, mergers and sale of assets, certain restricted payments by
Adelphia, investments in affiliates and certain other affiliate transactions.
The agreements further require that Adelphia maintain a ratio of debt to
annualized operating cash flow not greater than 8.75 to 1.00, based on the
latest fiscal quarter. Net proceeds from the issuance of notes during the years
ended December 31, 1999 and 2000 were used to reduce amounts outstanding on
Adelphia's subsidiaries' notes payable to banks and to purchase, redeem or
otherwise retire all or a portion of the 9 1/2% Senior Notes Paid-In-Kind due
2004 and 11 7/8% Senior Debentures due 2004. The 1999 retirement resulted in a
loss on early retirement of debt, net of income tax benefit, of $6,778.
The following table summarizes the parent debt:
Outstanding as of
Interest Issue Amount December 31, December 31, Maturity First Call First Call
Rate Date Issued 1999 2000 Date Date Rate
10 1/4% 07/28/93 $ 110,000 $ 99,872 $ -- 07/15/00 Non-call N/A
9 1/4% 09/25/97 325,000 325,000 325,000 10/01/02 Non-call N/A
9 1/2% (a) 02/15/94 150,000 31,847 31,847 02/15/04 2/15/99 103.56%
10 1/2% 07/07/97 150,000 150,000 150,000 07/15/04 Non-call N/A
9 7/8% 03/11/93 130,000 128,711 128,944 03/01/05 Non-call N/A
9 7/8% 02/26/97 350,000 347,791 348,033 03/01/07 Non-call N/A
8 3/8% 01/21/98 150,000 149,259 149,326 02/01/08 Non-call N/A
8 3/8% 11/12/98 150,000 150,000 150,000 02/01/08 Non-call N/A
8 1/8% 07/02/98 150,000 149,419 149,575 07/15/03 Non-call N/A
7 1/2% 01/13/99 100,000 100,000 100,000 01/15/04 Non-call N/A
7 3/4% 01/13/99 300,000 300,000 300,000 01/15/09 Non-call N/A
7 7/8% 04/28/99 350,000 350,000 350,000 05/01/09 Non-call N/A
9 3/8% 11/16/99 500,000 496,020 496,451 11/15/09 Non-call N/A
10 7/8% 09/20/00 750,000 -- 744,464 10/01/10 Non-call N/A
------------- ----------------
$ 2,777,919 $ 3,423,640
============= ================
(a) These Senior Notes are Pay-in-Kind with respect to interest payments at the option of Adelphia.
Maturities of Debt
The following table sets forth the mandatory reductions in principal
under all debt agreements for each of the next five years based on amounts
outstanding at December 31, 2000:
Year ending December 31:
2001 $ 306,006
2002 986,866
2003 1,506,454
2004 1,244,571
2005 1,360,647
The above amounts exclude the short term secured revolving credit
facility that closed on January 3, 2001. Adelphia intends to fund its
requirements for maturities of debt through borrowings under new and existing
credit arrangements and internally generated funds. Changing conditions in the
financial markets may have an impact on how Adelphia will refinance its debt in
the future.
Interest Rate Swaps, Caps and Collar Agreements
Adelphia has entered into interest rate swaps, caps and collar
agreements with banks, Olympus (prior to October 1, 1999) and Managed Entities
(Note 13) to reduce the impact of changes in interest rates on its debt. Several
of Adelphia's credit arrangements include provisions which require interest rate
protection for a portion of its debt. Adelphia enters into pay-fixed swap
agreements to effectively convert a portion of its variable-rate debt to
fixed-rate debt to reduce the risk of incurring higher interest costs due to
rising interest rates. Adelphia enters into receive-fixed swap agreements to
effectively convert a portion of its fixed-rate debt to variable-rate debt which
is indexed to LIBOR to reduce the risk of incurring higher interest costs in
periods of falling interest rates. Interest rate cap and collar agreements are
used to reduce the impact of increases in interest rates on variable-rate debt.
Adelphia is exposed to market risk in the event of nonperformance by the banks
or by the Managed Entities. Adelphia does not expect any such nonperformance.
The following table summarizes the notional amounts outstanding and
weighted average interest rate data, based on variable rates in effect at
December 31, 1999 and 2000, for these swaps, caps and collar agreements, which
expire through 2008.
December 31,
Pay Fixed Swaps: 1999 2000
------------ ---------------
Notional amount $ 115,000 $ 75,000
Average receive rate 6.24% 6.13%
Average pay rate 6.68% 6.86%
Receive Fixed Swaps:
Notional amount $ 80,000 $ 80,000
Average receive rate 6.35% 6.86%
Average pay rate 5.86% 6.33%
Interest Rate Caps:
Notional amount $ 400,000 $ 400,000
Average cap rate 7.25% 7.25%
Interest Rate Collars:
Notional amount $ 200,000 $ 200,000
Average cap and floor rate 6.13% 6.13%
Maximum cap rate 6.64% 6.64%
Maximum floor rate 4.80% 4.80%
On September 17, 1999, a subsidiary of Adelphia terminated a $400,000
interest rate swap agreement with a financial institution, which resulted in a
$15,200 gain that has been deferred and included in accrued interest and other
liabilities in the accompanying 1999 consolidated balance sheet. The
amortization of the deferred gain, which amounted to $558 and $1,952 in 1999 and
2000, respectively, is being recognized as an adjustment to interest expense
over the term of the related debt.
5. Redeemable Preferred Stock
12 7/8% Adelphia Business Solutions Redeemable Exchangeable Preferred Stock
On October 9, 1997, Adelphia Business Solutions issued $200,000
aggregate liquidation preference of 12 7/8% Senior Exchangeable Redeemable
Preferred Stock due October 15, 2007. Dividends are payable quarterly commencing
January 15, 1998 at 12 7/8% of the liquidation preference of outstanding
preferred stock. Through October 15, 2002, dividends are payable in cash or
additional shares of preferred stock at Adelphia Business Solutions' option.
Subsequent to October 15, 2002, dividends are payable in cash. The preferred
stock ranks junior in right of payment to all indebtedness of Adelphia Business
Solutions, its subsidiaries and Joint Ventures. On or after October 15, 2002,
Adelphia Business Solutions may redeem, at its option, all or a portion of the
preferred stock at 106.438% of the liquidation preference thereof declining to
100% of the liquidation preference in 2005 plus accrued interest. Adelphia
Business Solutions is required to redeem all of the shares of preferred stock
outstanding on October 15, 2007 at a redemption price equal to 100% of the
liquidation preference thereof, plus, without duplication, accumulated and
unpaid dividends to the date of redemption. The preferred stock contains
restrictions and covenants similar to subsidiary public debt.
Adelphia Business Solutions may, at its option, on any dividend payment
date, exchange in whole, but not in part, the then outstanding shares of
preferred stock for 12 7/8% Senior Subordinated Debentures due October 15, 2007
which have provisions consistent with the provisions of the preferred stock.
Adelphia Business Solutions has to date satisfied the dividend requirements on
this preferred stock by issuing additional shares.
13% Redeemable Exchangeable Preferred Stock
On July 7, 1997, Adelphia issued $150,000 aggregate liquidation
preference of 13% Cumulative Exchangeable Preferred Stock due July 15, 2009.
Dividends are payable semi-annually at 13% of the liquidation preference of
outstanding preferred stock. Dividends are payable in cash with any accumulated
unpaid dividends bearing interest at 13% per annum. The preferred stock ranks
junior in right of payment to all indebtedness of Adelphia. On or after July 15,
2002, Adelphia may redeem, at its option, all or a portion of the preferred
stock at 106.500% of the liquidation preference thereof declining to 100% of the
liquidation preference in 2008. Adelphia is required to redeem all of the shares
of preferred stock outstanding on July 15, 2009 at a redemption price equal to
100% of the liquidation preference thereof, plus, without duplication,
accumulated and unpaid dividends to the date of redemption. The preferred stock
contains restrictions and covenants similar to Adelphia's parent debt.
Adelphia may, at its option, on any dividend payment date, exchange in
whole or in part (subject to certain restrictions), the then outstanding shares
of preferred stock for 13% Senior Subordinated Exchange Debentures due July 15,
2009 which have provisions consistent with the provisions of the preferred
stock. Adelphia paid cash dividends on this preferred stock of $9,750, $19,500
and $19,500 during the nine months ended December 31, 1998 and the years ended
December 31, 1999 and 2000, respectively.
No mandatory redemptions of redeemable preferred stock of Adelphia are
required for the next five years as of December 31, 2000.
6. Commitments and Contingencies
Adelphia rents office and studio space, tower sites, and space on
utility poles under leases with terms which are generally less than one year or
under agreements that are generally cancelable on short notice. Total rental
expense under all operating leases aggregated $8,054, $27,713 and $65,516 for
the nine months ended December 31, 1998 and the years ended December 31, 1999
and 2000, respectively.
In connection with certain obligations under franchise agreements,
Adelphia obtains surety bonds guaranteeing performance to municipalities and
public utilities. Payment is required only in the event of nonperformance.
Management believes Adelphia has fulfilled all of its obligations such that no
payments under surety bonds have been required.
Adelphia Business Solutions has entered into a series of agreements with
several local and long-haul fiber optic network providers. These agreements
provide Adelphia Business Solutions with ownership or an IRU to local and
long-haul fiber optic cable. Management of Adelphia Business Solutions believes
this will allow it to expand its business strategy to include on-net
provisioning of regional, local and long distance, internet and data
communications and to cost-effectively further interconnect its markets in the
eastern half of the United States.
The estimated obligations under these long haul fiber arrangements as of
December 31, 2000 are approximately:
Period ending December 31,
2001 $ 111,270
2002 22,408
2003 895
2004 897
2005 898
Thereafter 18,304
In addition to the amount due under the agreements for the fiber optic
cable, Adelphia Business Solutions is also required to pay certain fiber optic
network providers for pro-rated maintenance and rights of ways fees on a yearly
basis.
The cable television industry and Adelphia are subject to extensive
regulation at the federal, state and local levels. Pursuant to the 1992 Cable
Act, which significantly expanded the scope of regulation of certain subscriber
rates and a number of other matters in the cable industry the FCC adopted rate
regulations that establish, on a system-by-system basis, maximum allowable rates
for (i) basic and cable programming services (other than programming offered on
a per-channel or per-program basis), based upon a benchmark methodology, or, in
the alternative, a cost of service showing, and (ii) associated equipment and
installation services based upon cost plus a reasonable profit. Under the FCC
rules, franchising authorities are authorized to regulate rates for basic
services and associated equipment and installation services. In 1996, Congress
modified the cable rate regulations with the Telecommunications Act of 1996 (the
"1996 Act"). This 1996 Act deregulated the rates for cable programming services
on March 31, 1999. Adelphia cannot predict the effect or outcome of the future
rulemaking proceedings, changes to the rate regulations, or litigation.
On or about March 24, 2000, ML Media Partners, L.P. ("ML Media")
commenced an action by filing a Verified Complaint (the "Complaint") in the
Supreme Court of the State of New York, New York County, against Arahova
Communications, Inc. ("Arahova"), Century Communications Corp., a Texas
subsidiary of Arahova ("Century"), and Adelphia. In the nine count Complaint, ML
Media alleges that it entered into a joint venture agreement (the "Agreement")
with Century which, as subsequently modified, governed the ownership, operation
and disposition of cable television systems in Puerto Rico (the "Joint
Venture"). The Complaint alleges that Adelphia and its affiliates took over
Century's interest in the Joint Venture on or around October 1, 1999, and have,
according to the Complaint, breached their fiduciary obligations to the Joint
Venture and violated certain provisions of the Agreement. The Complaint further
alleges that ML Media gave Century notice that ML Media was exercising its
rights under the Agreement to require that Century elect to (A) purchase ML
Media's interest in the Joint Venture at an appraised fair value, or (B) seek to
sell the cable systems to one or more third parties. Century, according to the
Complaint, elected to pursue the sale of the cable systems and indicated that it
was evaluating whether it or an affiliate thereof would make an offer for the
cable systems. The Complaint alleges that Century or its affiliates' potential
participation in the sale process is improper. The Complaint asks for, among
other things, the dissolution of the Joint Venture and the appointment of a
receiver to effect a prompt sale of the Joint Venture. The parties completed
discovery in the action and each filed motions for partial summary judgment. On
July 10, 2000, the court granted ML Media's motion for partial summary judgment
on the fourth cause of action and declared that neither Century nor any of its
affiliates may bid on or attempt to purchase the assets and business of the
Joint Venture. The court also dismissed the fourth count of the counterclaim and
required Century to proceed diligently with ML Media in locating one or more
third parties to complete the sale and prohibited any defendant from interfering
with the sale. On July 26, 2000, the court also ordered that the sale may be a
sale of either the assets of the Joint Venture or the partnership interests in
the Joint Venture. The court did not address other issues concerning the motion
for summary judgment and did not schedule a full hearing on the merits. On
August 7, 2000, Adelphia and the other defendants filed a notice of appeal with
respect to the above described orders and judgment of the Court. On January 23,
2001, the Appellate Division affirmed the decision of the court. On February 26,
2001, the defendants filed with the Appellate Division a Motion for Leave to
Appeal to the Court of Appeals and supporting Affirmation. The management of
Adelphia and Arahova intend to vigorously defend this action. Management
believes that this matter will not have a material adverse effect on the
financial statements of the Company.
In November 1999, Arahova, a subsidiary of Adelphia, was sued in a
class-action case, Galley vs. American Telephone & Telegraph Corp. et al., where
the plaintiffs allege, that by requiring customers to purchase the @Home
service, rather than offering the option of access alone, Arahova and the other
defendant Multiple System Operators ("MSOs") are illegally "tying" internet
content to internet access, thereby violating both the federal antitrust laws
and California unfair trade practice statutes. The plaintiffs also allege that
the defendants have entered into an illegal conspiracy to require all MSO's
providing, or desiring to provide, the @Home service to enter into contracts
precluding them from offering any competing internet service. The plaintiffs
have recently filed an amended complaint alleging that the violations are
national in scope (rather than merely local). Arahova is vigorously defending
this case. Due to the preliminary nature of the litigation, the outcome cannot
be predicted.
Adelphia and certain subsidiaries are defendants in several putative
subscriber class action suits in state courts in Pennsylvania and Mississippi
initiated during 1999. The suits all challenge the propriety of late fees
charged by the subsidiaries to customers who fail to pay for services in a
timely manner. The suits seek injunctive relief and various formulations of
damages under various claimed causes of action under various bodies of state
law. These actions are in various stages of defense and are being defended
vigorously. The outcome of these matters cannot be predicted at this time. In
May 2000, Adelphia settled similar litigation in the state courts of Vermont.
The settlement of this matter did not have a material adverse effect on the
financial statements of the Company.
During July 1999, Adelphia Business Solutions purchased the naming
rights to the NFL Football Tennessee Titans stadium in Nashville, Tennessee. The
term of the naming rights contract is for 15 years and requires Adelphia
Business Solutions to pay $2,000 per year.
There are no other material pending legal proceedings, other than
routine litigation incidental to the business, to which Adelphia is a part of or
which any of its property is subject.
For additional information regarding Adelphia's commitments and
contingencies after December 31, 2000, see Note 15.
7. Convertible Preferred Stock, Common Stock and Other Stockholders' Equity
(Deficiency)
Series C Convertible Preferred Stock
On July 7, 1997, Adelphia issued 100,000 shares of 8 1/8% Series C
Cumulative Convertible Preferred Stock with a par value of $.01 per share and an
aggregate liquidation preference of $100,000 of which $80,000 was sold to a
Rigas family entity and the remainder was sold to Telesat. The preferred stock
accrues dividends at the rate of 8 1/8% of the liquidation preference per annum,
and is convertible at $8.48 per share into an aggregate of 11,792,450 shares of
Class A common stock of Adelphia. The preferred stock is redeemable at the
option of Adelphia on or after August 1, 2000 at 104% of the liquidation
preference declining to 100% of the liquidation preference in 2002. Adelphia
paid cash dividends on this preferred stock of $6,093, $6,500 and $3,792 during
the nine months ended December 31, 1998 and the years ended December 31, 1999
and 2000, respectively. On January 29, 1999, Adelphia purchased from Telesat its
20,000 shares of Series C cumulative convertible preferred stock.
On August 2, 2000, 80,000 shares of Series C convertible preferred stock
held by Highland Holdings, a general partnership owned by the Rigas family, were
converted into 9,433,962 shares of Adelphia Class A common stock.
Series D Convertible Preferred Stock
On April 30, 1999, and, in a related transaction on May 14, 1999,
Adelphia sold an aggregate 2,875,000 shares of 5 1/2% Series D convertible
preferred stock with a liquidation preference of $200 per share. The preferred
stock accrues dividends at $11 per share annually and is convertible at $81.45
per share into an aggregate of 7,059,546 shares of Class A common stock of
Adelphia. The preferred stock is redeemable at the option of Adelphia on or
after May 1, 2002 at 103% of the liquidation preference. Adelphia paid cash
dividends on this preferred stock of $15,738 and $31,625 during the years ended
December 31, 1999 and 2000, respectively.
Adelphia Common Stock Issued
On August 18, 1998, Adelphia issued 8,190,315 shares of Class A common
stock to the public and to the Rigas family. Of this total, 4,100,000 shares
were sold to the public at a price of $32.00 per share, with an underwriter
discount of $1.44 per share. The remaining 4,090,315 shares were sold to
entities controlled by the Rigas family at the public offering price less the
underwriters discount. In a related transaction on September 14, 1998, the
Company issued and sold 615,000 shares of Class A common stock at the offering
price of $32.00, with an underwriter discount of $1.44 per share pursuant to the
underwriters' over-allotment option. Adelphia realized aggregate net proceeds of
$267,926 after deducting underwriter and other fees.
On September 30, 1998, Adelphia issued 2,250,000 shares of Class A
common stock in connection with the acquisition of AT&T interests in SHHH, L.P.
(Note 1).
On January 14, 1999, Adelphia completed offerings totaling 8,600,000
shares of its Class A common stock. In those offerings, Adelphia sold 4,600,000
newly issued shares of Class A common stock to Goldman, Sachs & Co. at $43.25
per share and it also sold 4,000,000 shares of its Class A common stock at
$43.25 per share to entities controlled by the Rigas family. Adelphia used the
proceeds of approximately $372,000 from these offerings to repay subsidiary bank
debt.
On January 21, 1999, Adelphia issued 2,561,024 shares of Class A common
stock in connection with the acquisition of Verto (Note 1).
On April 28, 1999, Adelphia sold 8,000,000 shares of its Class A common
stock to the public. Net proceeds of the offering, after deducting offering
expenses, were approximately $485,500. Adelphia used the net proceeds to repay
borrowings under subsidiary credit agreements, a portion of which the Company
reborrowed to fund the acquisitions which closed on October 1, 1999.
On October 1, 1999, Adelphia issued 47,800,000, 1,850,000 and 7,000,000
shares of Class A common stock in connection with the acquisitions of Century,
the remaining 50% of the Citizens/Century Joint Venture and FrontierVision,
respectively. (Note 1).
On October 6, 1999, Adelphia sold 6,000,000 shares of its Class A common
stock. Net proceeds of the offering, after deducting offering expenses, were
approximately $330,000. Adelphia initially invested the net proceeds in cash
equivalents and advanced or contributed a portion of the remaining net proceeds
to certain subsidiaries to repay borrowings under subsidiary credit agreements.
On January 21, 2000, Adelphia issued 5,901,522 shares of Class B common
stock in connection with a direct placement with Highland 2000, L.P., a limited
partnership owned by the Rigas family.
On June 2, 2000, Adelphia issued 167,500 shares of Class A common stock
in connection with the acquisition of cable systems in the Colorado Springs,
Colorado area from Searle Communications.
On July 3, 2000, Adelphia issued 2,500,000 shares of Class B common
stock in connection with a direct placement with Highland 2000, L.P., a limited
partnership owned by the Rigas family.
On November 1, 2000, Adelphia issued 10,800,000 shares of Class A common
stock in connection with the acquisition of cable systems in the Cleveland, Ohio
area from Cablevision Systems Corp. (Note 1).
The Certificate of Incorporation of Adelphia authorizes two classes of
common stock, Class A and Class B. Holders of Class A common stock and Class B
common stock vote as a single class on all matters submitted to a vote of the
stockholders, with each share of Class A common stock entitled to one vote and
each share of Class B common stock entitled to ten votes, except (i) for the
election of directors and (ii) as otherwise provided by law. In the annual
election of directors, the holders of Class A common stock voting as a separate
class, are entitled to elect one of Adelphia's directors. In addition, each
share of Class B common stock is automatically convertible into a share of Class
A common stock upon transfer, subject to certain limited exceptions. In the
event a cash dividend is paid, the holders of Class A common stock will be paid
105% of the amount payable per share for each share of Class B common stock.
Upon liquidation, dissolution or winding up of Adelphia, the holders of
Class A common stock are entitled to a preference of $1.00 per share. After such
amount is paid, holders of Class B common stock are entitled to receive $1.00
per share. Any remaining amount would then be shared ratably by both classes.
Changes in the number of shares outstanding for the Company's common
stock are as follows:
Class A Class B
Common Stock Common Stock
----------------- -----------------
Shares Outstanding, March 31, 1998 20,043,528 10,944,476
----------------- -----------------
Issuance of Class A common stock 8,805,315 --
Issuance of Class A common stock for affiliate cable television assets 2,250,000 --
Conversion of Class B common stock into
Class A common stock 110,000 (110,000)
Other 50,000 -
----------------- -----------------
Shares Outstanding, December 31, 1998 31,258,843 10,834,476
----------------- -----------------
Issuances of Class A common stock 22,600,000 --
Issuances of Class A common stock in connection with acquisitions 59,195,275 --
Other (3,000) --
----------------- -----------------
Shares Outstanding, December 31, 1999 113,051,118 10,834,476
----------------- -----------------
Issuance of Class A common stock to fund stock incentive plans 137,663 --
Options exercised for Class A common stock 298,041 --
Issuances of Class A common stock in connection with acquisitions 10,967,500 --
Retirement of FrontierVision escrow account (102,950) --
Conversion of Series C convertible preferred stock 9,433,962 --
Issuances of Class B common stock -- 8,401,522
Other 3,000 --
----------------- -----------------
Shares Outstanding, December 31, 2000 133,788,334 19,235,998
================= =================
Treasury Stock
On January 29, 1999, Adelphia purchased from Telesat shares of
Adelphia's stock, owned by Telesat, for a price of $149,213. In the transaction,
Adelphia purchased 1,091,524 shares of Class A common stock and 20,000 shares of
Series C cumulative convertible preferred stock which are convertible into an
additional 2,358,490 shares of Class A common stock. These shares represent
3,450,014 shares of common stock on a fully converted basis.
For additional information regarding Adelphia's financing transactions
after December 31, 2000, see Note 15.
Adelphia Business Solutions Common Stock Issued
On May 8, 1998, Adelphia Business Solutions completed an IPO of its
Class A common stock ("ABIZ Stock"). As part of the offering, Adelphia purchased
an incremental 3,324,001 shares of ABIZ Stock for $49,900 and converted
indebtedness owed to the Company by Adelphia Business Solutions into 3,642,666
shares of ABIZ Stock. In addition, Adelphia purchased warrants issued by
Adelphia Business Solutions to MCI Metro Access Transmission Services, Inc., and
purchased shares of Adelphia Business Solutions Class B common stock from
certain executive officers of Adelphia Business Solutions for a total purchase
price of approximately $12,580 and $3,000, respectively. Additional net proceeds
of $191,411 to Adelphia Business Solutions were received as a result of the sale
of 12,500,000 shares of ABIZ Stock to the public. In a related transaction on
June 5, 1998, Adelphia Business Solutions issued and sold 350,000 shares of its
Class A common stock at the $16.00 IPO price pursuant to the underwriters' over
allotment option in the IPO. As a result of the IPO, Adelphia's additional
paid-in capital increased approximately $147,000 and minority interests
increased approximately $45,000.
On November 30, 1999, Adelphia Business Solutions issued and sold
8,750,000 shares of Class A common stock at a price to the public of $30.00 per
share. Simultaneously with the closing of this transaction, Adelphia Business
Solutions issued and sold 5,181,350 shares of its Class B common stock to
Adelphia at a price equal to the public offering price less the underwriting
discount for the Class A common stock (collectively "the Secondary Offering").
The Secondary Offering raised net proceeds of approximately $403,000 to continue
the expansion of Adelphia Business Solutions' existing markets and to build new
markets. As a result of the Secondary Offering, Adelphia's additional
paid-in-capital increased approximately $109,000 and minority interests
increased approximately $144,000. At December 31, 2000, Adelphia owned 59.4% of
the Adelphia Business Solutions' outstanding common stock and 90.6% of the total
voting power.
8. Employee Benefit Plans:
Savings Plan
Adelphia has a 401(k) and stock value plan (the "Plan") which provides
that eligible full-time employees may contribute from 2% to 16% of their pre-tax
compensation subject to certain limitations. The Plan also provides for certain
stock incentive awards on an annual basis. Adelphia makes matching contributions
not exceeding 1.5% of each participant's pre-tax compensation. Adelphia's
contributions amounted to $605, $1,732 and $3,388 for the nine months ended
December 31, 1998, and the years ended December 31, 1999 and 2000, respectively.
Adelphia Long-Term Incentive Compensation Plan
On October 6, 1998, Adelphia adopted its 1998 Long-Term Incentive
Compensation Plan (the "1998 Plan"). The 1998 Plan provides for the granting of
(i) options which qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, (ii) options which
do not so qualify, (iii) share awards (with or without restrictions on vesting),
(iv) stock appreciation rights and (v) stock equivalent or phantom units. The
number of shares of Adelphia Class A common stock available for issuance under
the 1998 Plan is 3,500,000. Options, awards and units may be granted under the
1998 Plan to directors, officers, employees and consultants of Adelphia. The
1998 Plan provides that incentive stock options must be granted with an exercise
price of not less than the fair market value of the underlying Adelphia common
stock on the date of the grant. Options outstanding under the Plan may be
exercised by paying the exercise price per share through various alternative
settlement methods. During 1999, Adelphia granted phantom units to certain
management employees which represent compensation bonuses based on Adelphia
Class A common stock performance. Such awards vest over three years from the
date of grant. During the years ended December 31, 1999 and 2000, Adelphia
recorded compensation expense of $2,621 and $244 related to these grants,
respectively. No phantom units were granted during the year ended December 31,
2000. During 2000, Adelphia granted 441,331 options. Certain of the options vest
immediately and others vest over periods up to 10 years and were granted with a
strike price equal to fair value as of the date of grant. No compensation
expense was recorded related to these options.
The following table summarizes Adelphia stock option activity:
Weighted
Number of average
shares subject exercise price
to options per share
--------------- ----------------
Outstanding, December 31, 1998 -- $ --
Granted 337,922 11.68
Exercised 15,825 10.73
----------------
Outstanding, December 31, 1999 322,098 11.73
Granted 441,311 48.72
Exercised 298,041 11.90
-----------------
Outstanding, December 31, 2000 465,368 $ 46.73
=================
The following table summarizes information about the Adelphia stock
options outstanding and exercisable at December 31, 2000:
Options Outstanding Options exercisable
- --------------------------------------------------------------------------------- -------------------------------------------------
Weighted average Weighted average
remaining Weighted average remaining Weighted average
Number contractual life exercise price Number of contractual life exercise price
Exercise price per share of shares (years) per share shares (years) per share
- ------------------------------- ---------- ------------------- ------------------ ---------- ------------------ -------------------
$5.15 - $60.00 465,368 9.3 46.73 308,868 8.55 $52.75
Adelphia Business Solutions Long-Term Incentive Compensation Plan
On October 3, 1996, the Board of Directors and stockholders of Adelphia
Business Solutions approved its 1996 Long-Term Incentive Compensation Plan (the
"1996 Plan"). The 1996 Plan provides for the grant of (i) options which qualify
as "incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, (ii) options which do not so qualify, (iii)
share awards (with or without restrictions on vesting), (iv) stock appreciation
rights and (v) stock equivalent or phantom units. The number of shares of
Adelphia Business Solutions' Class A common stock available for issuance
initially was 5,687,500. Such number is to increase each year by 1% of
outstanding shares of all classes of Adelphia Business Solutions' common stock,
up to a maximum of 8,125,000 shares. Options, awards and units may be granted
under the 1996 Plan to directors, officers, employees and consultants. The 1996
Plan provides the incentive stock options must be granted with an exercise price
of not less than the fair market value of the underlying common stock on the
date of grant. Options outstanding under the Plan may be exercised by paying the
exercise price per share through various alternative settlement methods.
In August 1999, Adelphia Business Solutions issued under the 1996 Plan
to each of John J. Rigas, Michael J. Rigas, Timothy J. Rigas and James P. Rigas
(i) stock options (the "Rigas Options") covering 100,000 shares of Adelphia
Business Solutions' Class A common stock, which options will vest in equal
one-third amounts on the third, fourth and fifth year anniversaries of grant
(vesting conditioned on continued service as an employee or director) and which
shall be exercisable at $16.00 per share and (ii) stock awards (the "Rigas
Grants") covering 100,000 shares of Adelphia Business Solutions' Class A common
stock, which stock awards will vest in equal one-third amounts on the third,
fourth and fifth year anniversaries of grant (vesting conditioned on continued
service as an employee or director). Compensation expense associated with these
grants is recognized ratably over the vesting periods.
In addition to the Rigas Options, certain employees have been granted
options to purchase shares of ABIZ Class A common stock at prices equal to the
fair market value of the shares on the date the option was granted. Options are
exercisable immediately after grant and have a maximum term of ten years.
The following table summarizes stock option activity under Adelphia
Business Solutions:
Weighted
Number of average
shares subject exercise price
to options per share
----------------- ---------------
Outstanding, December 31, 1998 -- $ --
Granted 600,417 15.13
-----------------
Outstanding, December 31, 1999 600,417 15.13
Granted 216,050 32.71
-----------------
Outstanding, December 31, 2000 816,467 $ 19.78
=================
The following table summarizes information about Adelphia Business
Solutions' stock options outstanding and exercisable at December 31, 2000:
Options outstanding Options exercisable
- ------------------------------------------------------------------------- -------------------------------------------------
Weighted average Weighted average
remaining Weighted average remaining Weighted average
Exercise price per Number of contractual life exercise price per Number of contractual life exercise price
share shares (years) share shares (years) per share
- --------------------- ----------- ----------------- --------------------- ---------- ------------------ -------------------
$ 8.69 - $61.63 816,467 5.4 $19.78 361,667 6.9 $23.59
SFAS No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123")
requires the Company to disclose pro forma information regarding option grants
made to its employees. SFAS 123 specifies certain valuation techniques that
produce estimated compensation charges that are included in the pro forma
results below. These amounts have not been reflected in the Company's statement
of operations, because Adelphia applies the provisions of APB 25, "Accounting
for Stock Issued to Employees," which specifies that no compensation charge
arises when the exercise price of the employees' stock options equals or exceeds
the market value of the underlying stock at the grant date, as in the case of
options granted to Adelphia employees.
SFAS 123 pro forma numbers are as follows:
Year Ended
December 31,
--------------------------------
1999 2000
--------------- -----------------
Net loss-as reported $ (282,682) $ (602,484)
Net loss-Pro forma applying SFAS 123 (285,016) (609,272)
Basic and diluted net loss per common share-as
reported under ABP 25 (3.88) (4.45)
Basic and diluted net loss per common share-pro
forma under SFAS 123 (3.91) (4.50)
Under SFAS 123, the fair value of each option grant is estimated on the
date of the grant using the Black-Scholes option pricing model with the
following weighted average assumptions:
Employee Stock Options
Year Ended
December 31,
--------------------------------
1999 2000
---------------- ---------------
Expected dividend yield 0% 0%
Risk-free interest rate 6.93% 6.00%
Expected volatility 50% 50%-116%
Expected life (in years) 5.2 6.82
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because Adelphia's and Adelphia Business Solutions' employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion the existing models do
not necessarily provide a reliable single measure of the fair value of
Adelphia's and Adelphia Business Solutions' options.
In addition to the stock options and Rigas Grants, Adelphia Business
Solutions issued 58,500 and 98,500 shares of Adelphia Business Solutions' Class
A common stock to certain employees for the nine months ended December 31, 1998
and the year ended December 31, 2000, respectively, resulting in the recognition
of $761 and $387 of compensation expense, respectively.
9. Taxes on Income
Adelphia and its corporate subsidiaries file federal income tax returns,
which include their share of the subsidiary partnerships and joint venture
partnership results of operations. Depreciation and amortization expense differs
for tax and financial statement purposes due to the use of prescribed periods
rather than useful lives for tax purposes and also as a result of differences
between tax basis and book basis of certain acquisitions.
The tax effects of significant items comprising Adelphia's net deferred
tax liability are as follows:
December 31,
1999 2000
------------- ----------------
Deferred tax liabilities:
Differences between book and tax basis of
property, plant and equipment and
intangible assets $ 2,738,782 $ 2,993,957
-------------- ----------------
Deferred tax assets:
Tax credits and other assets 23,911 124,120
Operating loss carryforwards 855,377 1,205,420
-------------- ----------------
879,288 1,329,540
Valuation allowance (253,603) (409,621)
-------------- ----------------
Subtotal 625,685 919,919
-------------- ----------------
Net deferred tax liability $ 2,113,097 $ 2,074,038
============== ================
The net change in the valuation allowance from operations for the years
ended December 31, 1999 and 2000 was an increase of $72,192 and $156,018,
respectively. There was also a decrease in the valuation allowance of $256,768
due to acquisitions during the year ended December 31, 1999.
Income tax benefit (expense) is as follows:
Nine Months
Ended Year Ended
December 31, December 31,
1998 1999 2000
---------------- ----------------- ----------------
Current $ 60 $ (1,950) $ (18,948)
Deferred 6,742 16,443 176,582
---------------- ----------------- ----------------
Total $ 6,802 $ 14,493 $ 157,634
================ ================= ================
A reconciliation of the statutory federal income tax rate and Adelphia's
effective income tax rate is as follows:
Nine Months
Ended Year Ended
December 31, December 31,
---------------------------
1998 1999 2000
------------- ------------- -------------
Statutory federal income tax rate 35% 35% 35%
Change in federal valuation allowance (26) (23) (15)
Preferred stock dividends of subsidiary (6) (5) (2)
State taxes, net of federal benefit 1 -- 2
Goodwill -- (2) (3)
Other 3 1 5
------------- ------------- -------------
Effective income tax rate 7% 6% 22%
============= ============= =============
At December 31, 2000, Adelphia and its corporate subsidiaries had net
operating loss carryforwards for federal income tax purposes of approximately
$3,024,642 expiring through 2020 as follows:
Year of expiration:
2001 $ 12,956 2006 $ 209,933 2011 $ 124,382 2016 $ --
2002 71,524 2007 190,686 2012 107,539 2017 2,207
2003 153,884 2008 218,195 2013 -- 2018 168,566
2004 225,658 2009 181,156 2014 -- 2019 299,356
2005 234,444 2010 147,174 2015 -- 2020 676,982
10. Restructuring Charges
During December, 2000, Adelphia Business Solutions initiated a
plan to reduce its network expansion plan from its former target of 175 to 200
markets nationwide by the end of 2001 to a new target of approximately 80
markets, thereby canceling plans to enter or continue operations in
approximately 125 markets. In January 2001, Adelphia Business Solutions reduced
its national staff by approximately 8% as a result of Adelphia Business
Solutions' revised business plan. Most of the affected employees were located in
markets in which Adelphia Business Solutions has stopped expansion. For the year
ended December 31, 2000, Adelphia Business Solutions recorded a charge of
approximately $5,420 to cover a portion of the costs associated with this
revised business plan. Approximately $4,568 of the charge relates to cash
expenses relating to the termination of lease contracts in the eliminated
markets.
Approximately $852 of the charge relates to severance for certain
executive employees. No amounts were recorded for severance for terminated
non-executive employees as of December 31, 2000. In addition, no amounts were
recorded for the disposal of assets as most equipment deployed in the terminated
markets can be redeployed in Adelphia Business Solutions' surviving markets, at
little or no incremental costs.
11. Disclosures about Fair Value of Financial Instruments
Included in Adelphia's financial instrument portfolio are cash and cash
equivalents, U.S. government securities, restricted cash, investments in
marketable securities, fixed and variable rate notes payable to banks and
institutions, debentures, redeemable preferred stock and interest rate swaps,
caps and collars. The carrying values of cash and cash equivalents, U.S.
government securities, restricted cash, variable rate notes payable to banks and
institutions and investments in marketable securities approximate their fair
values at December 31, 1999 and 2000. The carrying value of the fixed rate notes
payable to banks and institutions, publicly traded notes, debentures and
redeemable preferred stock at December 31, 1999 and 2000 were $6,604,376 and
$7,237,381, respectively. At December 31, 1999, the fair value exceeded the
carrying value by $21,035. At December 31, 2000, the carrying value exceeded the
fair value by $949,879. At December 31, 1999 and 2000, Adelphia would have
received approximately $6,603 and $262, respectively, to settle its interest
rate swaps, caps and collars agreements, representing the excess of fair value
over carrying values of these agreements. The fair values of the debt,
redeemable preferred stock and interest rate swaps, caps and collars were based
upon quoted market prices of similar instruments or on rates available to
Adelphia for instruments of similar terms and remaining maturities.
12. Business Segment Information
Refer to Item 6, Selected Financial Data - Business Segment Information,
of this Annual Report on Form 10-K for information regarding business segments
as of and for the nine months ended December 31, 1998 and as of and for the
years ended December 31, 1999 and 2000.
13. Related Party Transactions
Adelphia currently manages cable television systems which are
principally owned by limited partnerships in which certain of Adelphia's
principal shareholders who are executive officers have equity interests.
Adelphia has agreements with Olympus and the Managed Entities which
provide for the payment of fees to Adelphia. The aggregate fee revenues from
Olympus and the Managed Entities amounted to $2,022, $5,033 and $34,905 for the
nine months ended December 31, 1998 and the years ended December 31, 1999 and
2000, respectively. In addition, Adelphia was reimbursed by Olympus and the
Managed Entities for allocated corporate costs of $7,548, $7,785 and $6,144 for
the nine months ended December 31, 1998 and the years ended December 31, 1999
and 2000, respectively, which have been recorded as a reduction of selling,
general and administrative expenses.
Interest expense - net includes interest income from affiliates for
borrowings of $14,560, $56,719 and $40,333 for the nine months ended December
31, 1998 and the years ended December 31, 1999 and 2000, respectively.
At March 31, 1998, Adelphia had interest rate swaps with affiliates for
a notional amount of $175,000, which expired during the nine months ended
December 31, 1998. The net effect of these interest rate swaps was to increase
interest expense by $2,049 for the nine months ended December 31, 1998.
During the nine months ended December 31, 1998 and the years ended
December 31, 1999 and 2000, Adelphia paid $3,422, $11,227 and $15,864,
respectively, to entities owned by certain shareholders of Adelphia primarily
for property, plant and equipment.
14. Quarterly Financial Data (Unaudited)
The following tables summarize the financial results of Adelphia for
each of the quarters in the years ended December 31, 1999 and 2000. In the
opinion of management, such financial results reflect all adjustments
(consisting only of normal and recurring adjustments) necessary to fairly
present the data for such interim period.
Three Months Ended
Year Ended December 31, 1999 March 31 June 30 September 30 December 31
----------- ----------- ----------- -----------
Revenues $ 201,604 $ 218,786 $ 232,305 $ 635,273
----------- ----------- ----------- -----------
Operating expenses:
Direct operating and programming 67,295 72,635 79,623 213,059
Selling, general and administrative 49,111 61,616 75,303 154,549
Depreciation and amortization 56,863 63,783 65,686 184,693
Merger and integration costs -- -- -- 4,736
----------- ----------- ----------- -----------
Total 173,269 198,034 220,612 557,037
----------- ----------- ----------- -----------
Operating income 28,335 20,752 11,693 78,236
----------- ----------- ----------- -----------
Other income (expense):
Priority investment income from Olympus 12,000 12,000 12,000 --
Interest expense - net (67,464) (52,215) (51,961) (187,945)
Equity in loss of Olympus and other joint ventures (14,861) (23,074) (22,305) (378)
Equity in loss of Adelphia Business Solutions joint
ventures (3,803) (3,291) (246) (418)
Minority interest in losses of subsidiaries 12,914 13,146 12,755 (116)
Adelphia Business Solutions preferred stock dividends (7,619) (7,860) (8,108) (8,586)
Other 2,354 -- -- (489)
----------- ----------- ----------- -----------
Total (66,479) (61,294) (57,865) (197,932)
----------- ----------- ----------- -----------
Loss before income taxes and extraordinary loss (38,144) (40,542) (46,172) (119,696)
Income tax benefit 2,897 1,149 3,580 6,867
----------- ----------- ----------- -----------
Loss before extraordinary loss (35,247) (39,393) (42,592) (112,829)
Extraordinary loss on early retirement of debt, net of income
taxes (8,589) (1,438) -- (631)
----------- ----------- ----------- -----------
Net loss (43,836) (40,831) (42,592) (113,460)
Dividend requirements applicable to preferred stock (6,500) (6,500) (14,332) (14,631)
----------- ----------- ----------- -----------
Net loss applicable to common stockholders $ (50,336) $ (47,331) $ (56,924) $ (128,091)
=========== =========== =========== ===========
Basic and diluted loss per weighted average share of common
stock before extraordinary loss $ (0.80) $ (0.79) $ (0.95) $ (1.05)
Basic and diluted extraordinary loss per weighted average
share on early retirement of debt (0.17) (0.02) -- --
----------------------------------------------------
Basic and diluted net loss per weighted average share of
common stock $ (0.97) $ (0.81) $ (0.95) $ (1.05)
====================================================
Weighted average shares of common stock outstanding (in
thousands) 52,019 58,141 60,163 121,769
====================================================
Three Months Ended
Year Ended December 31, 2000 March 31 June 30 September 30 December 31
------------ ------------ ------------ -------------
Revenues $ 672,719 $ 704,125 $ 727,858 $ 804,649
----------- ----------- ----------- -----------
Operating expenses:
Direct operating and programming 240,996 260,371 269,605 299,374
Selling, general and administrative 170,606 171,698 177,907 229,401
Restructuring charges -- -- -- 5,420
Depreciation and amortization 200,526 210,374 214,053 242,924
----------- ----------- ----------- -----------
Total 612,128 642,443 661,565 777,119
----------- ----------- ----------- -----------
Operating income 60,591 61,682 66,293 27,530
----------- ----------- ----------- -----------
Other income (expense):
Interest expense - net (198,392) (206,978) (228,720) (288,775)
Equity in loss of joint ventures (3,309) (3,805) (4,096) (14,213)
Equity in loss of Adelphia Business Solutions joint
ventures (105) (346) 381 (2,788)
Minority interest in losses of subsidiaries 18,911 34,045 26,065 59,510
Adelphia Business Solutions preferred stock dividends (8,635) (8,909) (9,192) (9,483)
Other-than-temporary impairment of marketable equity
securities -- -- -- (109,605)
Gain on cable systems swap -- 37,552 -- --
Other (92) (96) (96) (127)
----------- ----------- ----------- -----------
Total (191,622) (148,537) (215,658) (365,481)
----------- ----------- ----------- -----------
Loss before income taxes (131,031) (86,855) (149,365) (337,951)
Income tax benefit 29,489 15,899 18,415 93,831
----------- ----------- ----------- -----------
Net loss (101,542) (70,956) (130,950) (244,120)
Dividend requirements applicable to preferred stock (14,406) (14,406) (14,406) (11,698)
----------- ----------- ----------- -----------
Net loss applicable to common stockholders $ (115,948) $ (85,362) $ (145,356) $ (255,818)
=========== =========== =========== ===========
Basic and diluted net loss per weighted average share of
common stock $ (0.91) $ (0.66) $ (1.06) $ (1.73)
=========== =========== =========== ===========
Weighted average shares of common stock outstanding (in
thousands) 127,333 128,747 137,510 148,167
=========== =========== =========== ===========
15. Subsequent Events
On January 1, 2001, the Company closed the previously announced cable
systems exchange with Comcast Corporation. As a result of this transaction,
Adelphia added approximately 443,000 basic subscribers in Los Angeles,
California and West Palm/Fort Pierce, Florida. In exchange, Comcast received
systems serving approximately 469,000 basic subscribers in suburban
Philadelphia, Pennsylvania, Ocean County, New Jersey, Ft. Myers, Florida,
Michigan, New Mexico and Indiana. The cable systems exchange has been recorded
at fair value and purchase accounting has been applied as of the date of the
transaction.
On January 3, 2001, certain subsidiaries of Adelphia closed on a new
short term secured revolving credit facility. The facility is scheduled to
expire November 30, 2001 and provides for initial lending commitments of
$1,300,000, subject to reductions over time and upon the occurrence of certain
events, including certain debt financings and asset sales. Subject to compliance
with the terms of this new credit facility, proceeds are available for general
corporate purposes. Approximately $360,000 of the facility was used to
permanently repay a subsidiary credit facility.
On January 17, 2001, the Company entered into a stock purchase agreement
("January 2001 Rigas Common Stock Direct Placement") with Highland 2000, L.P.,
an entity controlled by members of the family of John Rigas, under which
Highland agreed to purchase 5,819,367 shares of Adelphia Class B common stock.
The January 2001 Rigas Common Stock Direct Placement will be at a per share
price equal to $42.96, plus an interest factor. Closing on the January 2001
Rigas Common Stock Direct Placement will occur by October 22, 2001 and is
subject to customary closing conditions.
On January 17, 2001, the Company entered into a note purchase agreement
("January 2001 Rigas Notes Direct Placement") with Highland 2000, L.P., an
entity controlled by members of the family of John Rigas under which Highland
agreed to purchase $167,400 aggregate principal amount of 6% convertible
subordinated notes due 2006. Proceeds from the January 2001 Rigas Notes Direct
Placement will be approximately $162,800, plus an interest factor. The economic
terms of these notes will be substantially similar to the terms of the notes
that were sold in the January 23, 2001 convertible notes offering described
below, except that these convertible notes are convertible into shares of
Adelphia Class B common stock. Closing on the January 2001 Rigas Notes Direct
Placement will occur by October 22, 2001, and is subject to customary closing
conditions.
On January 23, 2001, and in a related transaction on February 22, 2001,
Adelphia sold 18,350,000 shares of its Class A common stock. Net proceeds of the
offering, after deducting offering expenses were approximately $788,000.
Adelphia used the proceeds from the offering to repay subsidiary bank debt,
which may be borrowed and used for general corporate purposes.
On January 23, 2001, and in a related transaction on February 2, 2001,
Adelphia completed an offering of $862,500 of 6% convertible subordinated notes
due 2006. Net proceeds from this offering, after deducting offering expenses
were approximately $838,000. Adelphia used the proceeds from the offering to
repay subsidiary bank debt, which may be borrowed and used for general corporate
purposes.
During March 2001, the Company completed its previously announced
acquisition of cable television systems, including GS Communications, Inc. These
systems served approximately 155,000 subscribers at the date of acquisition,
primarily in the Virginia cluster. In connection with the acquisition, Adelphia
issued 2,394,778 shares of its Class A common stock and paid cash of
approximately $705,000.
During March 2001, Adelphia Business Solutions issued and sold 25,322
shares of Class A common stock to the public in a rights offering at a price of
$7.28 per share. Simultaneously, Adelphia Business Solutions issued and sold
11,820,070 and 51,459,624 shares of Class A and Class B common stock,
respectively, to Adelphia in the rights offering at a price of $7.28 per share.
Total proceeds to Adelphia Business Solutions were approximately $460,900.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth above in Part I under the caption "Executive
Officers of the Registrant" is incorporated herein by reference. The other
information required by this item is incorporated herein by reference to the
information set forth under the caption "Election of Directors - Description of
Board of Directors"; the information set forth under the caption "Election of
Directors - Nominee for Election by Holders of Class A Common Stock"; the
information set forth under the caption "Election of Directors - Nominees for
Election by Holders of Class A Common Stock and Class B Common Stock"; and the
information, if any, under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance," in the Company's definitive proxy statement for the 2001
Annual Meeting of Stockholders to be filed pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended, or by reference to a filing
amending this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the information set forth under the caption "Executive
Compensation" in the Company's definitive proxy statement for the 2001 Annual
Meeting of Stockholders to be filed pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended, or by reference to a filing amending this
Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by
reference to the information set forth under the caption "Principal
Stockholders" in the Company's definitive proxy statement for the 2001 Annual
Meeting of Stockholders to be filed pursuant to Regulation 14A of the Securities
Exchange Act of 1934, as amended, or by reference to a filing amending this
Annual Report on Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the information set forth under the caption "Certain Transactions"
in the Company's definitive proxy statement for the 2001 Annual Meeting of
Stockholders to be filed pursuant to Regulation 14A of the Securities Exchange
Act of 1934, as amended, or by reference to a filing amending this Annual Report
on Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Financial statements, schedules and exhibits not listed have been
omitted where the required information is included in the consolidated financial
statements or notes thereto, or is not applicable or required. (a)(1) A listing
of the consolidated financial statements, notes and independent auditors' report
required in Item 8 are listed in
the index in Item 8 of this Report on Form 10-K.
(2) Financial statement schedules:
The following are included in this Report:
Schedule I -- Condensed Financial Information of the Registrant
Schedule II -- Valuation and Qualifying Accounts
(3) Exhibits
Exhibit No. Description
2.01 Agreement and Plan of Merger by and among Adelphia Communications
Corporation, Adelphia Acquisition Subsidiary, Inc., and Century
Communications Corp., dated as of March 5, 1999 (Incorporated
herein by reference is Exhibit 2.01 to the Registrant's Current
Report on Form 8-K for the event dated February 22, 1999.) (File
No. 0-16014).
2.02 Purchase Agreement, dated as of February 22, 1999, among
FrontierVision Partners, L. P., FVP GP, L. P., and certain direct
and indirect Limited Partners of FrontierVision Partners, L. P., as
sellers, and Adelphia Communications Corporation, as buyer
(Incorporated herein by reference is Exhibit 2.02 to the
Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16014).
2.03 Stock Purchase Agreement dated April 9, 1999 between Adelphia
Communications Corporation and the shareholders of Harron
Communications Corp. (Incorporated herein by reference is Exhibit
2.01 to the Registrant's Current Report on Form 8-K for the event
dated April 9, 1999.) (File No. 0-16014).
2.04 First Amendment to Agreement and Plan of Merger dated as of July
12, 1999 with respect to merger with Century Communications Corp.
(Incorporated herein by reference is Exhibit 2.01 to the
Registrant's Current Report on Form 8-K for the event dated July
12, 1999.) (File No. 0-16014).
2.05 Second Amendment to Agreement and Plan of Merger dated as of July
29, 1999 with respect to merger with Century Communications Corp.
(Incorporated herein by reference is Exhibit 2.02 to the
Registrant's Current Report on Form 8-K for the event dated July
12, 1999.) (File No. 0-16014).
3.01 Certificate of Incorporation of Adelphia Communications
Corporation, as amended (Incorporated herein by reference is
Exhibit 3.01 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999.) (File No. 0-16014).
3.02 Bylaws of Adelphia Communications Corporation, as amended
(Incorporated herein by reference is Exhibit 3.02 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.) (File No. 0-16014).
4.01 Certificate of Designations for 13% Series A and Series B
Cumulative Exchangeable Preferred Stock (Contained in Exhibit 3.01
to the Registrant's Current Report on Form 8-K dated July 24, 1997,
which is incorporated herein by reference.) (File No. 0-16014).
4.02 Certificate of Designations for Series C Convertible Preferred
Stock (Contained in Exhibit 3.01 to the Registrant's Current Report
on Form 8-K dated July 24, 1997, which is incorporated herein by
reference.) (File No. 0-16014).
4.03 Form of Indenture, with respect to the Registrant's 13% Senior
Subordinated Exchange Debentures due 2009, between the Registrant
and the Bank of Montreal Trust Company (Contained in Exhibit 3.01
as Annex A to Registrant's Current Report on Form 8-K dated July
24, 1997, which is incorporated herein by reference.) (File No.
0-16014).
4.04 Form of Certificate for 13% Cumulative Exchangeable Preferred
Stock (Incorporated herein by reference is Exhibit 4.06 to the
Registrant's Current Report on Form 8-K dated July 24, 1997.) (File
No. 0-16014).
4.05 Form of Certificate for Series C Convertible Preferred Stock
(Incorporated herein by reference is Exhibit 4.07 to the
Registrant's Current Report on Form 8-K dated July 24, 1997.) (File
No. 0-16014).
4.06 Indenture, dated as of January 13, 1999, with respect to the
Registrant's 7-1/2% Senior Notes due 2004 and 7-3/4% Senior Notes
due 2009, between the Registrant and the Bank of Montreal Trust
Company (Incorporated by reference herein is Exhibit 4.03 to the
Registrant's Current Report on Form 8-K filed on January 28, 1999.)
(File No. 0-16014).
4.07 Form of 7-1/2% Senior Note due 2004 (Contained in Exhibit 4.06).
4.08 Form of 7-3/4% Senior Note due 2009 (Contained in Exhibit 4.06).
4.09 Indenture dated as of March 2, 1999, with respect to Hyperion
Telecommunications, Inc. 12% Senior Subordinated Notes due 2007,
between Hyperion and the Bank of Montreal Trust Company
(Incorporated by reference herein is Exhibit 4.01 to the
Registrant's Current Report on Form 8-K filed on March 10, 1999.)
(File No. 0-16014).
4.10 Form of 12% Senior Subordinated Notes due 2007 (Contained in
Exhibit 4.10).
4.11 Base Indenture, dated as of April 28, 1999, with respect to the
Registrant's Senior Indebtedness, between the Registrant and The
Bank of Montreal Trust Company (Incorporated by reference herein is
Exhibit 4.01 to the Registrant's Current Report on Form 8-K filed
on April 28, 1999.) (File No. 0-16014).
4.12 First Supplemental Indenture, dated as of April 28, 1999, to April
28, 1999 Base Indenture, with respect to the Registrant's 7-7/8%
Senior Notes due 2009, between the Registrant and The Bank of
Montreal Trust Company (Incorporated by reference herein is Exhibit
4.02 to the Registrant's Current Report on Form 8-K filed on April
28, 1999.) (File No. 0-16014).
4.13 Form of 7-7/8% Senior Note due 2009 (Contained in Exhibit 4.12).
4.14 Second Supplemental Indenture, dated as of November 16, 1999, to
April 28, 1999 Base Indenture, with respect to the Registrant's
9-3/8% Senior Notes due 2009, between Harris Trust Company and the
Registrant (Incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
4.15 Form of 9-3/8% Senior Note due 2009 (Contained in Exhibit 4.14.).
4.16 Certificate of Designations with respect to the Registrant's
5 1/2% Series D Convertible Preferred Stock (Incorporated by
reference herein is Exhibit 3.01 to the Current Report on Form 8-K
of the Registrant for the event dated April 28, 1999.) (File No.
0-16014).
4.17 Third Supplemental Indenture, dated as of September 20, 2000, with
respect to the Registrant's 10-7/8% Senior Notes due 2010, between
the Registrant and The Bank of New York, successor entity by
acquisition to Harris Trust Company of New York, as trustee
(Incorporated herein by reference is Exhibit 1.01 to the
Registrant's Form 8-K filed on September 29, 2000) (File No.
0-16014).
4.18 Form of 10-7/8% Senior Note due 2010 (Contained in Exhibit 14.17).
4.19 Base Subordinated Debt Indenture dated as of January 23, 2001, with
respect to the Registrant's Subordinated Debt, between the
Registrant and The Bank of New York, successor entity by
acquisition to Harris Trust Company of New York, as trustee
(Incorporated herein by reference is Exhibit 4.01 to the
Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
4.20 First Supplemental Indenture, dated as of January 23, 2001, with
respect to the Registrant's 6% Convertible Subordinated Notes due
2006, between the Registrant and The Bank of New York, successor
entity by acquisition to Harris Trust Company of New York, as
trustee (Incorporated herein by reference is Exhibit 4.02 to the
Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
4.21 Form of 6% Convertible Subordinated Note due 2006 (Contained in
Exhibit 4.20).
4.22 Form of 10-7/8% Senior Note due 2010 (Contained in Exhibit 4.17).
10.01 Class B Common Stockholders Agreement (Incorporated herein
by reference is Exhibit 10.01 to Registration Statement No. 33-6974
on Form S-1.).
10.02 Joinder to Class B Common Stockholders Agreement (Incorporated
herein by reference is Exhibit 10.02 to Registrant's Annual Report
on Form 10-K for the fiscal year ended March 31, 1994.) (File No.
0-16014).
10.03 Registration Rights Agreement and Amendment to Registration
Rights Agreement (Incorporated herein by reference are Exhibit
10.02 to Registration Statement No. 33-6974 on Form S-1 and Exhibit
10.35 to Registration Statement No. 33-25121 on Form S-1.).
10.04 Form of Management Agreement for Managed Companies (Incorporated
herein by reference is Exhibit 10.04 to the Registrant's Annual
Report on Form 10-K for fiscal year ended March 31, 1996.) (File
No. 0-16014).
10.05 Management Agreement - Montgomery Cablevision Associates, L.P.
(Incorporated herein by reference is Exhibit 10.08 to Registration
Statement No. 33-6974 on Form S-1.).
10.06 Management Agreement - Adelphia Cablevision Associates of
Radnor, L.P. (Incorporated herein by reference is Exhibit 10.09 to
Registration Statement No. 33-6974 on Form S-1.).
10.07 Business Opportunity Agreement (Incorporated herein by reference
is Exhibit 10.13 to Registration Statement No. 33-3674 on Form
S-1.).
10.08* Employment Agreement between the Company and John J. Rigas
(Incorporated herein by reference is Exhibit 10.14 to Registration
Statement No. 33-6974 on Form S-1.).
10.09* Employment Agreement between the Company and Timothy J. Rigas
(Incorporated herein by reference is Exhibit 10.16 to Registration
Statement No. 33-6974 on Form S-1.).
10.10* Employment Agreement between the Company and Michael J. Rigas
(Incorporated herein by reference is Exhibit 10.17 to Registration
Statement No. 33-6974 on Form S-1.).
10.11* Employment Agreement between the Company and James P. Rigas
(Incorporated herein by reference is Exhibit 10.18 to Registration
Statement No. 33-6974 on Form S-1.).
10.12 Olympus Communications, L.P. ("Olympus") Second Amended and
Restated Limited Partnership Agreement, dated as of February 28,
1995 (Incorporated herein by reference is Exhibit 10.32 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995.) File No. 0-16014).
10.13 Revolving Credit Facility among Adelphia Cable Partners, L.P.,
Southwest Florida Cable, Inc., West Boca Acquisition Limited
Partnership and Toronto-Dominion (Texas), Inc., as Administrative
Agent, dated May 12, 1995 (Incorporated herein by reference is
Exhibit 10.03 to the Registrant's Current Report on Form 8-K dated
June 30, 1995.) (File No. 0-16014).
10.14 Credit Agreement, dated as of April 12, 1996, among Chelsea
Communications, Inc., Kittanning Cablevision Inc., Robinson/Plum
Cablevision L.P., the several banks and financial institutions
parties thereto, and Toronto Dominion (Texas), Inc. as
Administrative Agent (Incorporated herein by reference is Exhibit
10.36 to Registrant's Current Report on Form 8-K dated June 3,
1996.) (File No. 0-16014).
10.15 Warrant Agreement dated as of April 15, 1996, by and among
Hyperion Telecommunications, Inc. ("Hyperion," now known as
Adelphia Business Solutions, Inc.) and Bank of Montreal Trust
Company (Incorporated by reference is Exhibit 10.13 to Registration
Statement No. 333-06957 on Form S-4 for Hyperion
Telecommunications, Inc.).
10.16 Warrant Registration Rights Agreement dated as of April
15, 1996, by and among Hyperion Telecommunications, Inc. and the
Initial Purchasers (Incorporated by reference is Exhibit 10.14 to
Registration Statement No. 333-06957 on Form S-4 for Hyperion
Telecommunications, Inc.).
10.17* Hyperion Telecommunications, Inc. 1996 Long-Term Incentive
Compensation Plan (Incorporated herein by reference is Exhibit
10.17 to Hyperion Telecommunications, Inc.'s Registration Statement
No. 333-13663 on Form S-1.).
10.18 Registration Rights Agreement among Charles R. Drenning, Paul D.
Fajerski, Randolph S. Fowler, Adelphia Communications Corporation
and Hyperion Telecommunications, Inc. (Incorporated herein by
reference is Exhibit 10.18 to Hyperion Telecommunications, Inc.'s
Registration Statement No. 333-13663 on Form S-1.).
10.19 Registration Rights Agreement between Adelphia Communications
Corporation and Hyperion Telecommunications, Inc. (Incorporated
herein by reference is Exhibit 10.19 to Hyperion
Telecommunications, Inc.'s Registration Statement No. 333-13663 on
Form S-1.).
10.20 First Amendment to the Olympus Communications, L.P. Second Amended
and Restated Limited Partnership Agreement, dated September 1, 1995
(Incorporated herein by reference is Exhibit 10.33 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.) (File No. 0-16014).
10.21 First Amendment to the Olympus Communications, L.P. Second
Amended and Restated Limited Partnership Agreement, dated March 29,
1996 (Incorporated herein by reference is Exhibit 10.34 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.) (File No. 0-16014).
10.22 Second Amendment to the Olympus Communications, L.P. Second Amended
and Restated Limited Partnership Agreement, dated June 27, 1996
(Incorporated herein by reference is Exhibit 10.35 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.) (File No.0-16014).
10.23 Extension Agreement dated as of January 8, 1997, among Hyperion
Telecommunications, Inc., Adelphia Communications Corporation,
Charles R. Drenning, Paul D. Fajerski, Randolph S. Fowler, and six
Trusts named therein (Incorporated herein by reference is Exhibit
10.04 to Adelphia Communications Corporation's Current Report on
Form 8-K dated May 1, 1997.) (File No. 0-16014).
10.24 Registration Rights Agreement among Adelphia Communications
Corporation, Highland Holdings and Telesat Cablevision, Inc., dated
July 7, 1997 (Incorporated herein by reference is Exhibit 10.04 to
the Registrant's Current Report on Form 8-K dated July 24, 1997.)
(File No. 0-16014).
10.25 Pledge Agreement between Hyperion and the Bank of Montreal Trust
Company as Collateral Agent, dated as of August 27, 1997
(Incorporated by reference herein is Exhibit 4.03 to Hyperion's
Current Report on Form 8-K dated August 27, 1997.) (File No.
0-21605).
10.26 Pledge, Escrow and Disbursement Agreement, between Hyperion and
the Bank of Montreal Trust Company dated as of August 27, 1997
(Incorporated by reference herein to Exhibit 4.05 to Hyperion's
Current Report on Form 8-K dated August 27, 1997.) (File No.
0-21605).
10.27* Management Services Agreement dated as of April 10, 1998, between
the Registrant and Hyperion Telecommunications, Inc. (Incorporated
herein by reference is Exhibit 10.23 to Registration Statement No.
333-48209 on Form S-1 filed by Hyperion Telecommunications, Inc.).
10.28 Amendment to Registration Rights Agreement dated as of
April 15, 1998, between Hyperion Telecommunications, Inc. and the
Registrant (Incorporated herein by reference is Exhibit 10.25 to
Registration Statement No. 333-48209 on Form S-1 filed by Hyperion
Telecommunications, Inc.).
10.29 Warrant issued by Hyperion Telecommunications, Inc. to MCI dated
May 8, 1998 (Incorporated herein by reference is Exhibit 10.03 to
Hyperion Telecommunications, Inc.'s Current Report on Form 8-K
dated June 24, 1998.) (File No. 0-21605).
10.30 Warrant issued by Hyperion Telecommunications, Inc. to the
Registrant dated June 5, 1998 (Incorporated herein by reference is
Exhibit 10.04 to Hyperion Telecommunications, Inc.'s Current Report
on Form 8-K dated June 24, 1998.) (File No. 0-21605).
10.31* Adelphia Communications Corporation 1998 Long-Term Incentive
Compensation Plan (Incorporated herein by reference is Exhibit A to
the Registrant's Proxy Statement for the Annual Meeting of
Stockholders on October 6, 1998.) (File No. 0-16014).
10.32 Second Amendment to Credit Agreement, dated as of April 12, 1996,
among Chelsea Communications, Inc., Kittanning Cablevision Inc.,
Robinson/Plum Cablevision L. P., the several banks and financial
institutions parties thereto, and Toronto Dominion (Texas), Inc. as
Administrative Agent (Incorporated herein by reference is Exhibit
10.06 to the Form 10-Q of the Registrant for the quarter ended
September 30, 1998.) (File No. 0-16014).
10.33 Purchase Agreement among Adelphia Communications Corporation and
Salomon Smith Barney, Inc., Credit Suisse First Boston Corporation,
Goldman Sachs & Co., Lehman Brothers, Inc. and NationsBank
Montgomery Securities LLC (the "Initial Purchasers") dated January
6, 1999 (Incorporated by reference herein is Exhibit 10.02 to the
Registrant's Current Report on Form 8-K, filed January 28, 1999.)
(File No. 0-16014).
10.34 Credit Agreement, dated as of December 30, 1998, among
Parnassos, L.P. as the Borrower, various financial institutions as
the Lenders, the Bank of Nova Scotia as the Administrative Agent,
Nationsbank, N.A. as the Documentation Agent, and TD Securities
(USA) Inc. as the Syndication Agent (Incorporated by reference
herein is Exhibit 10.03 to the Registrant's Current Report on Form
8-K, filed January 28, 1999.) (File No. 0-16014).
10.35 Registration Rights Agreement among Adelphia Communications
Corporation, Doris Holdings, L.P. and Highland Holdings II dated
January 14, 1999 (Incorporated by reference herein is Exhibit 10.04
to the Registrant's Current Report on Form 8-K, filed January 28,
1999.) (File No. 0-16014).
10.36 Underwriting Agreement dated January 11, 1999 between the
Registrant and Goldman, Sachs & Co. (Incorporated by reference
herein is Exhibit 1.01 to the Registrant's Current Report on Form
8-K, filed January 13, 1999.) (File No. 0-16014).
10.37 Purchase Agreement between the Registrant and Highland Holdings II
dated January 11, 1999 (Incorporated by reference herein is Exhibit
10.01 to the Registrant's Current Report on Form 8-K, filed January
13, 1999.) (File No. 0-16014).
10.38 Stock Purchase Agreement dated January 28, 1999 (Incorporated
herein by reference is Exhibit 13 to Amendment No. 3 to Schedule
13D filed February 8, 1999 on behalf of FPL Group, Inc.).
10.39 Class B Voting Agreement, dated as of March 5, 1999, among Adelphia
Communications Corporation, Leonard Tow, The Claire Tow Trust, and
the Trust Created by Claire Tow under date of December 10, 1979
(Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16014).
10.40 Rigas Class B Voting Agreement, dated as of March 5, 1999, among
Century Communications Corp., John Rigas, Michael Rigas, Timothy
Rigas and James Rigas (Incorporated herein by reference is Exhibit
10.02 to the Registrant's Current Report on Form 8-K for the event
dated February 22, 1999.) (File No. 0-16014).
10.41 Purchase Agreement between Hyperion Telecommunications, Inc. and
the Initial Purchasers named therein, dated as of February 25,
1999, regarding Hyperion's 12% Senior Subordinated Notes due 2007
(Incorporated herein by reference is Exhibit 10.03 to the
Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16014).
10.42 Purchase Agreement between Hyperion Telecommunications, Inc.
and Highland Holdings, dated as of February 25, 1999, regarding
Hyperion's 12% Senior Subordinated Notes due 2007 (Incorporated
herein by reference is Exhibit 10.05 to the Registrant's Current
Report on Form 8-K for the event dated February 22, 1999.) (File
No. 0-16014).
10.43 Class B Common Stock Purchase Letter Agreement dated April 9,
1999 between Adelphia Communications Corporation and Highland
Holdings (Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K for the event dated April
9, 1999.) (File No. 0-16014).
10.44 Class A Common Stock Underwriting Agreement among Adelphia
Communications Corporation, Salomon Smith Barney Inc. and the other
underwriters named therein, as representatives of the Underwriters,
dated April 23, 1999 (Incorporated by reference herein is Exhibit
1.01 to the Current Report on Form 8-K of the Registrant for the
event dated April 28, 1999.) (File No. 0-16014).
10.45 7-7/8% Senior Notes Underwriting Agreement among Adelphia
Communications Corporation and Chase Securities Inc., as
representative of the Underwriters, dated April 23, 1999
(Incorporated by reference herein is Exhibit 1.02 to the Current
Report on Form 8-K of the Registrant for the event dated April 28,
1999.) (File No. 0-16014).
10.46 5-1/2% Series D Convertible Preferred Stock Underwriting
Agreement among Adelphia Communications Corporation and Salomon
Smith Barney Inc., as representative of the Underwriters, dated
April 26, 1999 (Incorporated by reference herein is Exhibit 1.03 to
the Current Report on Form 8-K of the Registrant for the event
dated April 28, 1999.) (File No. 0-16014).
10.47 Indenture, dated as of April 15, 1996, between Hyperion
Telecommunications, Inc. and Bank of Montreal Trust Company
(Incorporated by reference is Exhibit 4.1 to Registration Statement
No. 333-06957 on Form S-4 filed for Hyperion Telecommunications,
Inc.).
10.48 First Supplemental Indenture, dated as of September 11, 1996,
between Hyperion Telecommunications, Inc. and Bank of Montreal
Trust Company (Incorporated herein be reference is Exhibit 4.2 to
Hyperion Telecommunications, Inc.'s Registration Statement No.
333-12619 on Form S-3, formerly on Form S-1.).
10.49 Indenture, dated as of November 12, 1996, between Olympus
Communications, L.P., Olympus Capital Corporation and Bank of
Montreal Trust Company (Incorporated herein by reference is Exhibit
10.02 to the Registrant's Current Report on Form 8-K dated December
16, 1996.) (File No. 0-16014).
10.50 Indenture, dated as of August 27, 1997, with respect to
Hyperion Telecommunications, Inc. ("Hyperion") 12-1/4% Senior
Secured Notes due 2004, between Hyperion and the Bank of Montreal
Trust Company (Incorporated herein by reference to Exhibit 4.01 to
Hyperion's Current Report on Form 8-K dated August 27, 1997.) (File
No. 0-21605).
10.51 Second Supplemental Indenture, dated as of August 27, 1997, between
Hyperion and the Bank of Montreal Trust Company, regarding
Hyperion's 13% Senior Discount Notes due 2003 (Incorporated by
reference herein to Exhibit 4.06 to Hyperion's Current Report on
Form 8-K dated August 27, 1997.) (File No. 0-21605).
10.52 Registration Rights Agreement dated as of July 12, 1999, among
Adelphia, the Century Class B Holders and Ms. Claire Tow
(Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K for the event dated July
12, 1999.) (File No. 0-16014).
10.53 Tag-Along Rights Agreement dated as of July 12, 1999, among
Adelphia, the Century Class B Holders, Ms. Claire Tow and the
holders of Adelphia Class B Common Stock named therein
(Incorporated herein by reference is Exhibit 10.02 to the
Registrant's Current Report on Form 8-K for the event dated July
12,
1999.) (File No. 0-16014).
10.54 Purchase Agreement dated as of July 12, 1999, between Adelphia and
Citizens Cable Company (Incorporated herein by reference is Exhibit
10.03 to the Registrant's Current Report on Form 8-K for the event
dated July 12, 1999.) (File No. 0-16014).
10.55 Underwriting Agreement dated October 1, 1999 regarding the sale
of 6,000,000 shares of Class A common stock of Adelphia
(Incorporated herein by reference is Exhibit 1.01 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.) (File No. 0-16014).
10.56 Stock Purchase Agreement dated October 1, 1999 between Adelphia
Communications Corporation and Highland Holdings (Incorporated
herein by reference is Exhibit 10.01 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999.)
(File No. 0-16014).
10.57 Bank Credit Facility dated May 6, 1999 among the Registrant,
other borrowers and the lenders named therein (Incorporated herein
by reference to Exhibit 10.01 to Current Report on Form 8-K for the
event dated September 16, 1999 filed by Adelphia Communications
Corporation.) (File No. 0-16014).
10.58 Third Amendment to the Olympus Communications, L.P. Second
Amended and Restated Limited Partnership Agreement, dated October
1, 1999 (Incorporated herein by reference is Exhibit 3.8 to Form
10-K of Olympus for fiscal year ended December 31, 1999.) (File No.
333-19327).
10.59 Amended Credit Agreement, dated as of March 29, 1996, among
Highland Video Associates L.P., Telesat Acquisition Limited
Partnership, Global Acquisition Partners, L.P., the various
financial institutions as parties thereto, Bank of Montreal as
syndication agent, Chemical Bank as documentation agent, and the
Bank of Nova Scotia as administrative agent (Incorporated herein by
reference is Exhibit 10.37 to Adelphia Communications Corporation's
Current Report on Form 8-K dated June 19, 1996.) (File No.0-16014).
10.60 First Amendment, dated as of July 31, 1998 for the Amended and
Restated Credit Agreement dated of as March 29, 1996 (Incorporated
here in by reference is Exhibit 10.2 to Olympus' Form 8-K dated
April 2,
1999.) (File No. 333-19327).
10.61 Redemption Agreement between Olympus Communications, LP and Cable
GP, Inc., dated as of October 1, 1999 (Incorporated by reference
herein is Exhibit 10.6 to Form 10-K of Olympus for fiscal year
ended December 31, 1999.) (File No. 333-19327).
10.62 Underwriting Agreement dated as of November 23, 1999 among
Adelphia Business Solutions, Inc., Salomon Smith Barney Inc. and
the several other Underwriters named therein (Incorporated herein
by reference is Exhibit 1.01 to Adelphia Business Solutions' Form
8-K for the event dated November 23, 1999.) (File No. 0-21605).
10.63 Stock Purchase Agreement dated November 23, 1999 between Adelphia
Business Solutions, Inc. and Adelphia Communications Corporation
(Incorporated herein by reference is Exhibit 10.01 to Adelphia
Business Solutions' Form 8-K for the event dated November 23,
1999.) (File No. 0-21605).
10.64 Amended Bank Credit Facility (Incorporated by reference
herein is Exhibit 10.1 to FrontierVision Operating Partners, L.P.'s
and FrontierVision Capital Corporation's Registration Statement on
Form S-1, Registration No. 333-9535.).
10.65 Amendment No. 1 to Amended Bank Credit Facility (Incorporated by
reference herein is Exhibit 10.14 to FrontierVision Operating
Partners, L.P.'s and FrontierVision Capital Corporation's
Registration Statement on Form S-1, Registration No. 333-9535.).
10.66 Consent and Amendment No. 2 to Amended Bank Credit Facility
(Incorporated by reference herein is Exhibit 10.15 to
FrontierVision Operating Partners, L.P.'s and FrontierVision
Capital Corporation's Quarterly Report on Form 10-Q, File No.
333-9535 for the quarter ended September 30, 1996.).
10.67 Amended Credit Facility (Incorporated by reference herein is
Exhibit 10.18 to FrontierVision Holdings, L.P.'s and FrontierVision
Holdings Capital Corporation's Annual Report on Form 10-K, File No.
333-36519 for the year ended December 31, 1997.).
10.68 Indenture dated as of October 7, 1996, among FrontierVision
Operating Partners, L.P., FrontierVision Capital Corporation and
Colorado National Bank, as Trustee (Incorporated by reference
herein is Exhibit 4.1 to FrontierVision Operating Partners, L.P.'s
and FrontierVision Capital Corporation's Quarterly Report on Form
10-Q, File No. 333-9535 for the quarter ended September 30, 1996.).
10.69 Indenture dated as of September 19, 1997, among FrontierVision
Holdings, L.P., FrontierVision Holdings Capital Corporation and
U.S. Bank National Association d/b/a Colorado National Bank, as
Trustee (Incorporated by reference herein is Exhibit 4.2 to
FrontierVision Holdings, L.P.'s and FrontierVision Holdings Capital
Corporation's Registration Statement on Form S-4, Registration No.
333-36519.).
10.70 Indenture dated as of December 9, 1998, among FrontierVision
Holdings, L.P., FrontierVision Holdings Capital II Corporation and
U.S. Bank National Association, as Trustee (Incorporated by
reference herein is Exhibit 4.5 to FrontierVision Holdings, L.P.'s
and FrontierVision Holdings Capital II Corporation's Registration
Statement on Form S-4, Registration No. 333-75567.).
10.71 Purchase Agreement dated as of December 2, 1998, by and
among FrontierVision Holdings, L.P., FrontierVision Holdings
Capital II Corporation and J.P. Morgan Securities, Inc. and Chase
Securities Inc., as Initial Purchasers (Incorporated by reference
herein is Exhibit 4.6 to FrontierVision Holdings, L.P.'s and
FrontierVision Holdings Capital II Corporation's Registration
Statement on Form S-4, Registration No. 333-75567.).
10.72 Registration Rights Agreement dated as of December 9, 1998, by
and among Frontier Vision Holdings, L.P., FrontierVision Holdings
Capital II Corporation and J.P. Morgan Securities Inc., and Chase
Securities, Inc., as Initial Purchasers (Incorporated by reference
herein is Exhibit 4.7 to FrontierVision Holdings, L.P.'s and
FrontierVision Holdings Capital II Corporation's Registration
Statement on Form S-4, Registration No. 333-75567.).
10.73 Indenture, dated as of November 15, 1988, by and between Century
Communications Corp. ("Century," now known as Arahova
Communications, Inc.) and the Bank of Montreal Trust Company, as
Trustee (Filed as Exhibit 4(l) to Amendment No. 7 to Century's
Registration Statement on Form S-1 (File No. 33-21394), which is
incorporated herein by reference.).
10.74 Indenture, dated as of October 15, 1991, by and between Century
and the Bank of Montreal Trust Company, as Trustee (Filed as
Exhibit 4.2 to Amendment No. 2 to Century's Registration Statement
on Form S-3 (File No. 33-33787), which is incorporated herein by
reference.).
10.75 First Supplemental Indenture, dated as of October 15, 1991,
by and between Century and the Bank of Montreal Trust Company, as
Trustee (Filed as Exhibit 7(2) to Century's current report on Form
8-K, dated October 17, 1991 and incorporated herein by reference.)
(File No. 0-16899).
10.76 Indenture, dated as of February 15, 1992, by and between Century
and the Bank of America National Trust and Savings Association, as
Trustee (Filed as Exhibit 4.3 to Amendment No. 2 to Century's
Registration Statement on Form S-3 (File No. 33-33787), which is
incorporated herein by reference.).
10.77 First Supplemental Indenture, dated as of February 15, 1992, by and
between Century and the Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(t) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992 and
incorporated herein by reference.) (File No. 0-16899).
10.78 Second Supplemental Indenture, dated as of August 15, 1992, by and
between Century and Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(u) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992 and
incorporated herein by reference.) (File No. 0-16899).
10.79 Third Supplemental Indenture, dated as of April 1, 1993, by and
between Century and Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(v) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1993 and
incorporated herein by reference.) (File No. 0-16899).
10.80 Fourth Supplemental Indenture, dated as of March 6, 1995, by and
between Century and Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(w) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1995, and
incorporated herein by reference.) (File No. 0-16899).
10.81 Fifth Supplemental Indenture, dated as of January 23, 1997, by and
between Century and First Trust of California, National
Association, successor trustee to Bank of America National Trust
and Savings Association, as Trustee (Filed as Exhibit 4.10 to
Century's Annual Report on Form 10-K for the fiscal year ended May
31, 1997, and incorporated herein by reference.) (File No.
0-16899).
10.82 Sixth Supplemental Indenture, dated as of September 29, 1997,
between Century and First Trust of California, National
Association, successor trustee to Bank of America National Trust
and Savings Association, as Trustee (Filed as Exhibit 10.2 to
Century's Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1997, and incorporated herein by reference.) (File
No. 0-16899).
10.83 Seventh Supplemental Indenture dated as of November 13, 1997
between Century and First Trust of California, National
Association, successor trustee to Bank of America National Trust
and Savings Association, as Trustee (Filed as Exhibit 4.1 to
Century's Quarterly Report on Form 10-Q for the quarterly period
ended November 30, 1997, and incorporated herein by reference.)
(File No. 0-16899).
10.84 Eighth Supplemental Indenture dated as of December 10, 1997 between
Century and First Trust of California, National Association, as
Trustee (Incorporated by reference herein is Exhibit 4.13 to Form
10-K of Century for fiscal year ended May 31, 1999.) (File No.
0-16899).
10.85 Indenture, dated as of January 15, 1998 between Century and First
Trust of California, National Association, as Trustee (Filed as
Exhibit 4 to Century's Registration Statement on Form S-4 (File No.
333-47161), which is incorporated herein by reference.) (File No.
0-16899).
10.86* Employment Agreement, dated as of January 1, 1997, between
Century and Scott N. Schneider (Filed as Exhibit 10.4 to Century's
Annual Report on Form 10-K for the fiscal year ended May 31, 1997,
and incorporated herein by reference.) (File No. 0-16899).
10.87* 1994 Stock Option Plan of Century (Filed as Exhibit 10(v)(3) to
Century's Annual Report on Form 10-K for the fiscal year ended May
31, 1995, and incorporated herein by reference.) (File No.
0-16899).
10.88 Amendment No. 1 to Management Agreement and Joint Venture
Agreement (Century ML Venture), dated September 21, 1987, between
Century Texas and ML Media Partners, L.P., a Delaware limited
partnership (Filed as Exhibit 10(w) to Century's Annual Report on
Form 10-K for the fiscal year ended May 31, 1989 and incorporated
herein by reference.) (File No. 0-16899).
10.89 Management Agreement and Joint Venture Agreement (Century-ML Radio
Venture), dated as of February 15, 1989, between Century Texas and
ML Media Partners, L.P., a Delaware limited partnership (Filed as
Exhibit 10(x) to Century's Annual Report on Form 10-K for the
fiscal year ended May 31, 1989 and incorporated herein by
reference.) (File No. 0-16899).
10.90 Credit Agreement dated as of April 15, 1997 among Citizens Century
Cable Television Venture, Bank of America, National Trust and
Savings Association, as Syndication Agent, and Societe General, as
Agent, Corestates Bank, N.A., The First National Bank of Boston,
LTCB Trust Company, and PNC Bank, National Association, as
Co-Agents, and each of the bank parties thereto (Filed as Exhibit
10.41 to Century's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997, and incorporated herein by reference.) (File
No. 0-16899).
10.91* Employment Agreement, dated as of January 1, 1997, between
Century and Bernard P. Gallagher (Filed as Exhibit 10.1 to
Century's Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1997, and incorporated herein by reference.) (File
No. 0-16899).
10.92* Modification Agreement, dated as of June 1, 1998, between
Century and Scott N. Schneider (Filed as Exhibit 10.44 to Century's
Annual Report on Form 10-K for the fiscal year ended May 31, 1998
and incorporated by reference.) (File No. 0-16899).
10.93* Modification Agreement, dated as of June 1, 1998, between
Century and Bernard P. Gallagher (Filed as Exhibit 10.45 to
Century's Annual Report on Form 10-K for the fiscal year ended May
31, 1998 and incorporated by reference.) (File No. 0-16899).
10.94* Employment Agreement, dated as of July 1, 1997, between Century
and Leonard Tow (Filed as Exhibit 10.48 to Century's Annual Report
on Form 10-K for the fiscal year ended May 31, 1998 and
incorporated by reference.) (File No. 0-16899).
10.95 Agreement and Plan of Merger, dated as of July 2, 1998, between
Centennial Cellular Corp. and CCW Acquisition Corp (Filed as
Exhibit 10.49 to Century's Annual Report on Form 10-K for the
fiscal year ended May 31, 1998 and incorporated by reference.)
(File No. 0-16899).
10.96 Ninth Supplemental Indenture, dated as of October 1, 1999
between Arahova Communications, Inc. ("Arahova") and U.S. Bank
Trust National Association (the "Trustee"), successor trustee to
Bank of America National Trust and Savings Association, to the
Indenture, dated as of February 15, 1992 between Century
Communications Corp. and the Trustee (Incorporated herein by
reference is Exhibit 4.01 to Form 10-Q for Arahova for the quarter
ended November 30, 1999.) (File No. 0-16899).
10.97 First Supplemental Indenture, dated as of October 1, 1999 between
Arahova Communications, Inc. and U.S. Bank Trust National
Association (the "Trustee"), to the Indenture, dated as of January
15, 1998 between Century Communications Corp. and the Trustee
(Incorporated herein by reference is Exhibit 4.02 to Form 10-Q for
Arahova for the quarter ended November 30, 1999.) (File No.
0-16899).
10.98 Agreement of Limited Partnership of Century-TCI California
Communications, L.P., dated as of December 7, 1999 (incorporated
herein by reference is Exhibit 4.16 to the Registrant's Annual
Report filed on March 30, 1999 on Form 10-K for the year ended
December 31, 1999)(File No. 0-16014).
10.99 Credit Agreement dated as of December 3, 1999 among Century-TCI
California, L.P., Certain Lenders, Societe Generale and Deutsche
Bank Securities Inc., as Co-Syndication Agents, Salomon Smith
Barney Inc. as Lead Arranger and Sole Book Manager, Mellon Bank,
N.A. as Documentation Agent and Citibank, N.A. as Administrative
Agent (incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
10.100 Agreement and Plan of Reorganization dated as of December 8,
1999, by and among Cablevision of the Midwest, Inc., Cablevision of
the Midwest Holding Co., Inc. Adelphia General Holdings II, Inc.
and the Registrant (incorporated herein by reference is Exhibit
4.16 to the Registrant's Annual Report filed on March 30, 1999 on
Form 10-K for the year ended December 31, 1999)(File No. 0-16014).
10.101 Asset Purchase Agreement dated as of December 8, 1999, by and among
Telerama, Inc., Cablevision of Cleveland, L.P. and the Registrant
(incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31,
1999)(File No. 0-16014).
10.102 Revolving Credit and Term Loan Agreement dated as of October 5,
1999, among Harron Communications Corp, the Subsidiary Guarantors
named therein, and the Agents and Lenders named therein
(incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
10.103 Underwriting Agreement dated as of November 10, 1999, among the
Underwriters and Representatives named therein and the Registrant,
regarding the 9-3/8% Senior Notes due 2009 of the Registrant
(incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
10.104 Amendment No. 2 to Amended Credit Facility of FrontierVision
Operating Partners, L.P., dated as of July 15, 1999 (Incorporated
herein by reference is Exhibit 10.21 to Form 10-K of FrontierVision
Holdings, L.P. for the year ended December 31, 1999) (File No.
333-36519).
10.105 Credit Agreement dated as of April 14, 2000, among Century Cable
Holdings, LLC, Ft. Myers Cablevision, LLC, and Highland Prestige
Georgia, Inc., Bank of America, N.A. and the Chase Manhattan Bank,
Co-Administrative Agents and Toronto Dominion (Texas), Inc.,
Syndication Agent. (Incorporated by reference herein is Exhibit
10.01 to the Registrant's Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2000).(File No. 0-16014).
10.106 Purchase Agreement dated as of January 17, 2001 between Highland
2000, L.P. and the Registrant regarding Class B Common Stock
(Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
10.107 Purchase Agreement dated as of January 17, 2001 between Highland
2000, L.P. and the Registrant regarding 6% convertible subordinated
notes due 2006 (Incorporated herein by reference is Exhibit 10.02
to the Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
10.108 10-7/8% Senior Notes Due 2010 Underwriting Agreement among Adelphia
Communications Corporation and Salomon Smith Barney Inc., as
representative of the Underwriters, dated September 15, 2000
(Incorporated herein by reference is Exhibit 1.01 to the
Registrant's Form 8-K filed on September 29, 2000) (File No.
0-16014).
10.109 6% Convertible Subordinated Notes Due 2006 Underwriting Agreement
among Adelphia Communications Corporation and Salomon Smith Barney
Inc. and Banc of America Securities LLC, as representatives of the
Underwriters, dated January 17, 2001 (Incorporated herein by
reference is Exhibit 1.01 to the Registrant's Current Report on
Form 8-K filed on January 23, 2001)(File No. 0-16014).
10.110 Class A Common Stock Underwriting Agreement among Adelphia
Communications Corporation and Salomon Smith Barney Inc. and Banc
of America Securities LLC, as representatives of the Underwriters,
dated January 17, 2001 (Incorporated herein by reference is Exhibit
1.02 to the Registrant's Current Report on Form 8-K filed on
January 23, 2001)(File No. 0-16014).
10.111 Amendment No. 3 to Amended Credit Facility of FrontierVision
Operating Partners, L.P., dated as of March 2, 2001 (Incorporated
herein by reference is Exhibit 10.7 to the Form 10-K of
FrontierVision Holdings, L.P. for the year ended December 31,
2000)(File No. 333-36519).
21.01 Subsidiaries of the Registrant.
23.01 Consent of Deloitte & Touche LLP (Filed herewith.).
The Registrant will furnish to the Commission upon request copies of
instruments not filed herewith which authorize the issuance of long-term
obligations of Registrant or its Subsidiaries not in excess of 10% of the
Registrant's total assets on a consolidated basis.
(b) The Registrant filed a Form 8-K on December 19, 2000, which reported
information under Items 5 and 7 thereof. No financial statements were filed
with such Form 8-K reports.
(c) The Company hereby files as exhibits to this Annual Report on Form 10-K the
exhibits set forth in Item 14(a)(3) hereof which are not incorporated by
reference.
(d) The Company hereby files as financial statement schedules to this Annual
Report on Form 10-K the financial statement schedules set forth in Item
14(a)(2) hereof.
SCHEDULE I (Page 1 of 4)
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Information as to the Financial Position of the Registrant
(Dollars in thousands)
December 31,
---------------------------------
1999 2000
---------------- ---------------
ASSETS
Investment in and net advances to subsidiaries
and related parties $ 6,899,934 $ 7,442,547
Property and equipment - net 26,854 25,250
Cash and cash equivalents 106 110
Other assets - net 372,678 445,911
-------------- -------------
Total $ 7,299,572 $ 7,913,818
================ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Losses and distributions in excess of investments in and net advances
to subsidiaries $ 544,983 $ 49,577
Parent debt 2,777,919 3,423,640
Other debt 1,707 1,657
Accrued interest and other liabilities 84,298 140,130
---------------- ---------------
Total liabilities 3,408,907 3,615,004
Redeemable exchangeable preferred stock 148,363 148,535
Stockholders' equity - see consolidated financial
statements included herein for details 3,742,302 4,150,279
-------------- -------------
Total $ 7,299,572 $ 7,913,818
================ ===============
See notes to condensed financial information of the Registrant.
SCHEDULE I (Page 2 of 4)
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Information as to the Operations of the Registrant
(Dollars in thousands)
Nine Months
Ended Year Ended
December 31, December 31,
------------------------------
INCOME 1998 1999 2000
--------------- -------------- ---------------
Income from subsidiaries and affiliates $ 68,011 $ 129,265 $ 93,235
--------------- -------------- ---------------
EXPENSES
Operating expenses and fees to subsidiaries 316 2,037 4,174
Depreciation and amortization 4,106 11,480 9,861
Interest expense to subsidiaries and affiliates 12,902 24,389 50,163
Interest expense to others 115,319 197,317 262,784
--------------- -------------- ---------------
Total 132,643 235,223 326,982
--------------- -------------- ---------------
Loss before gain on sale of investments, equity in
net loss of subsidiaries and extraordinary items (64,632) (105,958) (233,747)
Gain on sale of investments -- 2,354 --
Other-than-temporary impairment of marketable equity securities -- -- (15,426)
Equity in net loss of subsidiaries (31,367) (141,653) (357,613)
--------------- -------------- ---------------
Loss before income taxes and extraordinary loss (95,999) (245,257) (606,786)
Income tax benefit 6,510 15,196 59,218
--------------- -------------- ---------------
Loss before extraordinary loss (89,489) (230,061) (547,568)
Extraordinary loss on early retirement of debt (net of income
taxes of $7,200 in 1999). (4,337) (10,658) --
--------------- -------------- ---------------
Net loss (93,826) (240,719) (547,568)
Dividend requirements applicable to preferred stock (20,718) (41,963) (54,916)
--------------- -------------- ---------------
Net loss applicable to common stockholders $ (114,544) $ (282,682) $ (602,484)
=============== ============== ===============
See notes to condensed financial information of the Registrant.
SCHEDULE I (Page 3 of 4)
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Information as to the Cash Flows of the Registrant
(Dollars in thousands)
Nine Months
Ended Year Ended
December 31, December 31,
1998 1999 2000
-------------- --------------- ----------------
Cash flows from operating activities:
Net loss $ (93,826) $ (240,719) $ (547,568)
Adjustments to reconcile net loss to net cash (used for)
provided by operating activities:
Equity in net loss of subsidiaries 31,367 141,653 357,613
Other-than-temporary impairment of marketable equity
securities -- -- 15,426
Gain on sale of investments -- (2,354) --
Extraordinary loss on debt retirement 4,337 10,658 --
Depreciation and amortization 4,106 11,480 9,861
Noncash interest income (expense) 545 (2,792) (4,279)
Change in deferred income taxes (6,510) (15,196) (59,218)
Change in operating assets and liabilities:
Other assets 22,064 110,264 (32,586)
Accrued interest and other liabilities 22,062 9,858 (29,358)
------------- -------------- --------------
Net cash (used for) provided by operating activities (15,855) 22,852 (290,109)
------------- -------------- --------------
Cash flows from investing activities:
Acquisitions - net of cash acquired -- -- (5,625)
Investments in and advances to subsidiaries
and related parties - net (664,629) (2,801,906) (813,145)
Expenditures for property, plant and equipment (835) -- --
Proceeds from sale of investments -- 2,400 --
Other -- -- 7,169
------------- -------------- --------------
Net cash used for investing activities (665,464) (2,799,506) (811,601)
------------- -------------- --------------
Cash flows from financing activities:
Proceeds from debt 299,232 1,250,000 750,000
Repayments of debt (70,488) (279,891) (100,048)
Issuance of Adelphia Business Solutions Class A common stock 205,559 262,413 --
Issuance of class A common stock 275,880 1,215,999 --
Issuance of class B common stock -- -- 519,275
Issuance of Series D convertible preferred stock -- 557,649 --
Payments to acquire treasury stock -- (149,401) --
Costs associated with issuances of common stock (7,954) (20,991) --
Preferred stock dividends paid (15,843) (41,898) (54,916)
Premium paid on early retirement of debt (2,095) (5,603) --
Debt financing costs (2,970) (11,622) (12,597)
------------- -------------- --------------
Net cash provided by financing activities 681,321 2,776,655 1,101,714
------------- -------------- --------------
Increase in cash and cash equivalents 2 1 4
Cash and cash equivalents, beginning of period 103 105 106
------------- -------------- --------------
Cash and cash equivalents, end of period $ 105 $ 106 $ 110
============= ============== ==============
Supplemental disclosure of cash flow activity -
Cash payments for interest $ 97,972 $ 330,781 $ 294,199
============= ============== ==============
See notes to condensed financial information of the Registrant.
SCHEDULE I (Page 4 of 4)
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Notes to Condensed Financial Information of the Registrant
(Dollars in thousands)
1. Amounts advanced between Adelphia and related parties:
Adelphia Communications Corporation ("Adelphia") has periodically
advanced to and borrowed funds from subsidiaries and affiliates. Adelphia and
its subsidiaries and affiliates charge interest on such amounts at rates ranging
from 3% to 16% with principal due upon demand five years after December 31,
2000.
2. Reclassifications:
Certain prior period amounts have been reclassified to conform with the
current period presentation.
SCHEDULE II
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Balance at Charged to Balance
Beginning Costs and Deductions- at End
of Period Expenses Write-Offs Acquisitions of Period
-------------- -------------- -------------- -------------- --------------
Nine Months Ended December 31, 1998
Allowance for doubtful accounts $ 1,166 $ 8,765 $ 7,078 -- $ 2,853
============== ============== ============== ============== ==============
Valuation allowance for deferred tax assets $ 408,060 $ 30,119 $ -- -- $ 438,179
============== ============== ============== ============== ==============
Year Ended December 31, 1999
Allowance for doubtful accounts $ 2,853 $ 12,642 $ 1,097 3,398 $ 17,796
============== ============== ============== ============== ==============
Valuation allowance for deferred tax assets $ 438,179 $ 72,192 $ -- (256,768) $ 253,603
============== ============== ============== ============== ==============
Year Ended December 31, 2000
Allowance for doubtful accounts $ 17,796 $ 106,845 $ 67,606 $ 637 $ 57,672
============== ============== ============== ============== ==============
Valuation allowance for deferred tax assets $ 253,603 $ 156,018 $ -- $ -- $ 409,621
============== ============== ============== ============== ==============
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ADELPHIA COMMUNICATIONS CORPORATION
March 30, 2001 By: /s/ John J. Rigas
John J. Rigas,
Chairman, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 30, 2001 /s/ John J. Rigas
John J. Rigas,
Director
March 30, 2001 /s/ Timothy J. Rigas
Timothy J. Rigas,
Executive Vice President, Chief Financial Officer,
Chief Accounting Officer, Treasurer and Director
March 30, 2001 /s/ Michael J. Rigas
Michael J. Rigas,
Executive Vice President, Operations and
Director
March 30, 2001 /s/ James P. Rigas
James P. Rigas,
Executive Vice President, Strategic Planning and Director
March 30, 2001 /s/ Peter L. Venetis
Peter L. Venetis,
Director
March 30, 2001 /s/ Dennis P. Coyle
Dennis P. Coyle,
Director
March 30, 2001 /s/ Pete J. Metros
Pete J. Metros,
Director
March 30, 2001 /s/ Leslie J. Gelber
Leslie J. Gelber,
Director
March 30, 2001 /s/ Erland E. Kailbourne
Erland E. Kailbourne,
Director
EXHIBIT INDEX
Exhibit No. Description
2.01 Agreement and Plan of Merger by and among Adelphia Communications
Corporation, Adelphia Acquisition Subsidiary, Inc., and Century
Communications Corp., dated as of March 5, 1999 (Incorporated
herein by reference is Exhibit 2.01 to the Registrant's Current
Report on Form 8-K for the event dated February 22, 1999.) (File
No. 0-16014).
2.02 Purchase Agreement, dated as of February 22, 1999, among
FrontierVision Partners, L. P., FVP GP, L. P., and certain direct
and indirect Limited Partners of FrontierVision Partners, L. P., as
sellers, and Adelphia Communications Corporation, as buyer
(Incorporated herein by reference is Exhibit 2.02 to the
Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16014).
2.03 Stock Purchase Agreement dated April 9, 1999 between Adelphia
Communications Corporation and the shareholders of Harron
Communications Corp. (Incorporated herein by reference is Exhibit
2.01 to the Registrant's Current Report on Form 8-K for the event
dated April 9, 1999.) (File No. 0-16014).
2.04 First Amendment to Agreement and Plan of Merger dated as of July
12, 1999 with respect to merger with Century Communications Corp.
(Incorporated herein by reference is Exhibit 2.01 to the
Registrant's Current Report on Form 8-K for the event dated July
12, 1999.) (File No. 0-16014).
2.05 Second Amendment to Agreement and Plan of Merger dated as of July
29, 1999 with respect to merger with Century Communications Corp.
(Incorporated herein by reference is Exhibit 2.02 to the
Registrant's Current Report on Form 8-K for the event dated July
12, 1999.) (File No. 0-16014).
3.01 Certificate of Incorporation of Adelphia Communications
Corporation, as amended (Incorporated herein by reference is
Exhibit 3.01 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1999.) (File No. 0-16014).
3.02 Bylaws of Adelphia Communications Corporation, as amended
(Incorporated herein by reference is Exhibit 3.02 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.) (File No. 0-16014).
4.01 Certificate of Designations for 13% Series A and Series B
Cumulative Exchangeable Preferred Stock (Contained in Exhibit 3.01
to the Registrant's Current Report on Form 8-K dated July 24, 1997,
which is incorporated herein by reference.) (File No. 0-16014).
4.02 Certificate of Designations for Series C Convertible Preferred
Stock (Contained in Exhibit 3.01 to the Registrant's Current Report
on Form 8-K dated July 24, 1997, which is incorporated herein by
reference.) (File No. 0-16014).
4.03 Form of Indenture, with respect to the Registrant's 13% Senior
Subordinated Exchange Debentures due 2009, between the Registrant
and the Bank of Montreal Trust Company (Contained in Exhibit 3.01
as Annex A to Registrant's Current Report on Form 8-K dated July
24, 1997, which is incorporated herein by reference.) (File No.
0-16014).
4.04 Form of Certificate for 13% Cumulative Exchangeable Preferred
Stock (Incorporated herein by reference is Exhibit 4.06 to the
Registrant's Current Report on Form 8-K dated July 24, 1997.) (File
No. 0-16014).
4.05 Form of Certificate for Series C Convertible Preferred Stock
(Incorporated herein by reference is Exhibit 4.07 to the
Registrant's Current Report on Form 8-K dated July 24, 1997.) (File
No. 0-16014).
4.06 Indenture, dated as of January 13, 1999, with respect to the
Registrant's 7-1/2% Senior Notes due 2004 and 7-3/4% Senior Notes
due 2009, between the Registrant and the Bank of Montreal Trust
Company (Incorporated by reference herein is Exhibit 4.03 to the
Registrant's Current Report on Form 8-K filed on January 28, 1999.)
(File No. 0-16014).
4.07 Form of 7-1/2% Senior Note due 2004 (Contained in Exhibit 4.06).
4.08 Form of 7-3/4% Senior Note due 2009 (Contained in Exhibit 4.06).
4.09 Indenture dated as of March 2, 1999, with respect to Hyperion
Telecommunications, Inc. 12% Senior Subordinated Notes due 2007,
between Hyperion and the Bank of Montreal Trust Company
(Incorporated by reference herein is Exhibit 4.01 to the
Registrant's Current Report on Form 8-K filed on March 10, 1999.)
(File No. 0-16014).
4.10 Form of 12% Senior Subordinated Notes due 2007 (Contained in
Exhibit 4.10).
4.11 Base Indenture, dated as of April 28, 1999, with respect to the
Registrant's Senior Indebtedness, between the Registrant and The
Bank of Montreal Trust Company (Incorporated by reference herein is
Exhibit 4.01 to the Registrant's Current Report on Form 8-K filed
on April 28, 1999.) (File No. 0-16014).
4.12 First Supplemental Indenture, dated as of April 28, 1999, to April
28, 1999 Base Indenture, with respect to the Registrant's 7-7/8%
Senior Notes due 2009, between the Registrant and The Bank of
Montreal Trust Company (Incorporated by reference herein is Exhibit
4.02 to the Registrant's Current Report on Form 8-K filed on April
28, 1999.) (File No. 0-16014).
4.13 Form of 7-7/8% Senior Note due 2009 (Contained in Exhibit 4.12).
4.14 Second Supplemental Indenture, dated as of November 16, 1999, to
April 28, 1999 Base Indenture, with respect to the Registrant's
9-3/8% Senior Notes due 2009, between Harris Trust Company and the
Registrant (Incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
4.15 Form of 9-3/8% Senior Note due 2009 (Contained in Exhibit 4.14.).
4.16 Certificate of Designations with respect to the Registrant's
5 1/2% Series D Convertible Preferred Stock (Incorporated by
reference herein is Exhibit 3.01 to the Current Report on Form 8-K
of the Registrant for the event dated April 28, 1999.) (File No.
0-16014).
4.17 Third Supplemental Indenture, dated as of September 20, 2000, with
respect to the Registrant's 10-7/8% Senior Notes due 2010, between
the Registrant and The Bank of New York, successor entity by
acquisition to Harris Trust Company of New York, as trustee
(Incorporated herein by reference is Exhibit 1.01 to the
Registrant's Form 8-K filed on September 29, 2000) (File No.
0-16014).
4.18 Form of 10-7/8% Senior Note due 2010 (Contained in Exhibit 14.17).
4.19 Base Subordinated Debt Indenture dated as of January 23, 2001, with
respect to the Registrant's Subordinated Debt, between the
Registrant and The Bank of New York, successor entity by
acquisition to Harris Trust Company of New York, as trustee
(Incorporated herein by reference is Exhibit 4.01 to the
Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
4.20 First Supplemental Indenture, dated as of January 23, 2001, with
respect to the Registrant's 6% Convertible Subordinated Notes due
2006, between the Registrant and The Bank of New York, successor
entity by acquisition to Harris Trust Company of New York, as
trustee (Incorporated herein by reference is Exhibit 4.02 to the
Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
4.21 Form of 6% Convertible Subordinated Note due 2006 (Contained in
Exhibit 4.20).
4.22 Form of 10-7/8% Senior Note due 2010 (Contained in Exhibit 4.17).
10.01 Class B Common Stockholders Agreement (Incorporated herein
by reference is Exhibit 10.01 to Registration Statement No. 33-6974
on Form S-1.).
10.02 Joinder to Class B Common Stockholders Agreement (Incorporated
herein by reference is Exhibit 10.02 to Registrant's Annual Report
on Form 10-K for the fiscal year ended March 31, 1994.) (File No.
0-16014).
10.03 Registration Rights Agreement and Amendment to Registration
Rights Agreement (Incorporated herein by reference are Exhibit
10.02 to Registration Statement No. 33-6974 on Form S-1 and Exhibit
10.35 to Registration Statement No. 33-25121 on Form S-1.).
10.04 Form of Management Agreement for Managed Companies (Incorporated
herein by reference is Exhibit 10.04 to the Registrant's Annual
Report on Form 10-K for fiscal year ended March 31, 1996.) (File
No. 0-16014).
10.05 Management Agreement - Montgomery Cablevision Associates, L.P.
(Incorporated herein by reference is Exhibit 10.08 to Registration
Statement No. 33-6974 on Form S-1.).
10.06 Management Agreement - Adelphia Cablevision Associates of
Radnor, L.P. (Incorporated herein by reference is Exhibit 10.09 to
Registration Statement No. 33-6974 on Form S-1.).
10.07 Business Opportunity Agreement (Incorporated herein by reference
is Exhibit 10.13 to Registration Statement No. 33-3674 on Form
S-1.).
10.08* Employment Agreement between the Company and John J. Rigas
(Incorporated herein by reference is Exhibit 10.14 to Registration
Statement No. 33-6974 on Form S-1.).
10.09* Employment Agreement between the Company and Timothy J. Rigas
(Incorporated herein by reference is Exhibit 10.16 to Registration
Statement No. 33-6974 on Form S-1.).
10.10* Employment Agreement between the Company and Michael J. Rigas
(Incorporated herein by reference is Exhibit 10.17 to Registration
Statement No. 33-6974 on Form S-1.).
10.11* Employment Agreement between the Company and James P. Rigas
(Incorporated herein by reference is Exhibit 10.18 to Registration
Statement No. 33-6974 on Form S-1.).
10.12 Olympus Communications, L.P. ("Olympus") Second Amended and
Restated Limited Partnership Agreement, dated as of February 28,
1995 (Incorporated herein by reference is Exhibit 10.32 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995.) File No. 0-16014).
10.13 Revolving Credit Facility among Adelphia Cable Partners, L.P.,
Southwest Florida Cable, Inc., West Boca Acquisition Limited
Partnership and Toronto-Dominion (Texas), Inc., as Administrative
Agent, dated May 12, 1995 (Incorporated herein by reference is
Exhibit 10.03 to the Registrant's Current Report on Form 8-K dated
June 30, 1995.) (File No. 0-16014).
10.14 Credit Agreement, dated as of April 12, 1996, among Chelsea
Communications, Inc., Kittanning Cablevision Inc., Robinson/Plum
Cablevision L.P., the several banks and financial institutions
parties thereto, and Toronto Dominion (Texas), Inc. as
Administrative Agent (Incorporated herein by reference is Exhibit
10.36 to Registrant's Current Report on Form 8-K dated June 3,
1996.) (File No. 0-16014).
10.15 Warrant Agreement dated as of April 15, 1996, by and among
Hyperion Telecommunications, Inc. ("Hyperion," now known as
Adelphia Business Solutions, Inc.) and Bank of Montreal Trust
Company (Incorporated by reference is Exhibit 10.13 to Registration
Statement No. 333-06957 on Form S-4 for Hyperion
Telecommunications, Inc.).
10.16 Warrant Registration Rights Agreement dated as of April
15, 1996, by and among Hyperion Telecommunications, Inc. and the
Initial Purchasers (Incorporated by reference is Exhibit 10.14 to
Registration Statement No. 333-06957 on Form S-4 for Hyperion
Telecommunications, Inc.).
10.17* Hyperion Telecommunications, Inc. 1996 Long-Term Incentive
Compensation Plan (Incorporated herein by reference is Exhibit
10.17 to Hyperion Telecommunications, Inc.'s Registration Statement
No. 333-13663 on Form S-1.).
10.18 Registration Rights Agreement among Charles R. Drenning, Paul D.
Fajerski, Randolph S. Fowler, Adelphia Communications Corporation
and Hyperion Telecommunications, Inc. (Incorporated herein by
reference is Exhibit 10.18 to Hyperion Telecommunications, Inc.'s
Registration Statement No. 333-13663 on Form S-1.).
10.19 Registration Rights Agreement between Adelphia Communications
Corporation and Hyperion Telecommunications, Inc. (Incorporated
herein by reference is Exhibit 10.19 to Hyperion
Telecommunications, Inc.'s Registration Statement No. 333-13663 on
Form S-1.).
10.20 First Amendment to the Olympus Communications, L.P. Second Amended
and Restated Limited Partnership Agreement, dated September 1, 1995
(Incorporated herein by reference is Exhibit 10.33 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.) (File No. 0-16014).
10.21 First Amendment to the Olympus Communications, L.P. Second
Amended and Restated Limited Partnership Agreement, dated March 29,
1996 (Incorporated herein by reference is Exhibit 10.34 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.) (File No. 0-16014).
10.22 Second Amendment to the Olympus Communications, L.P. Second Amended
and Restated Limited Partnership Agreement, dated June 27, 1996
(Incorporated herein by reference is Exhibit 10.35 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996.) (File No.0-16014).
10.23 Extension Agreement dated as of January 8, 1997, among Hyperion
Telecommunications, Inc., Adelphia Communications Corporation,
Charles R. Drenning, Paul D. Fajerski, Randolph S. Fowler, and six
Trusts named therein (Incorporated herein by reference is Exhibit
10.04 to Adelphia Communications Corporation's Current Report on
Form 8-K dated May 1, 1997.) (File No. 0-16014).
10.24 Registration Rights Agreement among Adelphia Communications
Corporation, Highland Holdings and Telesat Cablevision, Inc., dated
July 7, 1997 (Incorporated herein by reference is Exhibit 10.04 to
the Registrant's Current Report on Form 8-K dated July 24, 1997.)
(File No. 0-16014).
10.25 Pledge Agreement between Hyperion and the Bank of Montreal Trust
Company as Collateral Agent, dated as of August 27, 1997
(Incorporated by reference herein is Exhibit 4.03 to Hyperion's
Current Report on Form 8-K dated August 27, 1997.) (File No.
0-21605).
10.26 Pledge, Escrow and Disbursement Agreement, between Hyperion and
the Bank of Montreal Trust Company dated as of August 27, 1997
(Incorporated by reference herein to Exhibit 4.05 to Hyperion's
Current Report on Form 8-K dated August 27, 1997.) (File No.
0-21605).
10.27* Management Services Agreement dated as of April 10, 1998, between
the Registrant and Hyperion Telecommunications, Inc. (Incorporated
herein by reference is Exhibit 10.23 to Registration Statement No.
333-48209 on Form S-1 filed by Hyperion Telecommunications, Inc.).
10.28 Amendment to Registration Rights Agreement dated as of
April 15, 1998, between Hyperion Telecommunications, Inc. and the
Registrant (Incorporated herein by reference is Exhibit 10.25 to
Registration Statement No. 333-48209 on Form S-1 filed by Hyperion
Telecommunications, Inc.).
10.29 Warrant issued by Hyperion Telecommunications, Inc. to MCI dated
May 8, 1998 (Incorporated herein by reference is Exhibit 10.03 to
Hyperion Telecommunications, Inc.'s Current Report on Form 8-K
dated June 24, 1998.) (File No. 0-21605).
10.30 Warrant issued by Hyperion Telecommunications, Inc. to the
Registrant dated June 5, 1998 (Incorporated herein by reference is
Exhibit 10.04 to Hyperion Telecommunications, Inc.'s Current Report
on Form 8-K dated June 24, 1998.) (File No. 0-21605).
10.31* Adelphia Communications Corporation 1998 Long-Term Incentive
Compensation Plan (Incorporated herein by reference is Exhibit A to
the Registrant's Proxy Statement for the Annual Meeting of
Stockholders on October 6, 1998.) (File No. 0-16014).
10.32 Second Amendment to Credit Agreement, dated as of April 12, 1996,
among Chelsea Communications, Inc., Kittanning Cablevision Inc.,
Robinson/Plum Cablevision L. P., the several banks and financial
institutions parties thereto, and Toronto Dominion (Texas), Inc. as
Administrative Agent (Incorporated herein by reference is Exhibit
10.06 to the Form 10-Q of the Registrant for the quarter ended
September 30, 1998.) (File No. 0-16014).
10.33 Purchase Agreement among Adelphia Communications Corporation and
Salomon Smith Barney, Inc., Credit Suisse First Boston Corporation,
Goldman Sachs & Co., Lehman Brothers, Inc. and NationsBank
Montgomery Securities LLC (the "Initial Purchasers") dated January
6, 1999 (Incorporated by reference herein is Exhibit 10.02 to the
Registrant's Current Report on Form 8-K, filed January 28, 1999.)
(File No. 0-16014).
10.34 Credit Agreement, dated as of December 30, 1998, among
Parnassos, L.P. as the Borrower, various financial institutions as
the Lenders, the Bank of Nova Scotia as the Administrative Agent,
Nationsbank, N.A. as the Documentation Agent, and TD Securities
(USA) Inc. as the Syndication Agent (Incorporated by reference
herein is Exhibit 10.03 to the Registrant's Current Report on Form
8-K, filed January 28, 1999.) (File No. 0-16014).
10.35 Registration Rights Agreement among Adelphia Communications
Corporation, Doris Holdings, L.P. and Highland Holdings II dated
January 14, 1999 (Incorporated by reference herein is Exhibit 10.04
to the Registrant's Current Report on Form 8-K, filed January 28,
1999.) (File No. 0-16014).
10.36 Underwriting Agreement dated January 11, 1999 between the
Registrant and Goldman, Sachs & Co. (Incorporated by reference
herein is Exhibit 1.01 to the Registrant's Current Report on Form
8-K, filed January 13, 1999.) (File No. 0-16014).
10.37 Purchase Agreement between the Registrant and Highland Holdings II
dated January 11, 1999 (Incorporated by reference herein is Exhibit
10.01 to the Registrant's Current Report on Form 8-K, filed January
13, 1999.) (File No. 0-16014).
10.38 Stock Purchase Agreement dated January 28, 1999 (Incorporated
herein by reference is Exhibit 13 to Amendment No. 3 to Schedule
13D filed February 8, 1999 on behalf of FPL Group, Inc.).
10.39 Class B Voting Agreement, dated as of March 5, 1999, among Adelphia
Communications Corporation, Leonard Tow, The Claire Tow Trust, and
the Trust Created by Claire Tow under date of December 10, 1979
(Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16014).
10.40 Rigas Class B Voting Agreement, dated as of March 5, 1999, among
Century Communications Corp., John Rigas, Michael Rigas, Timothy
Rigas and James Rigas (Incorporated herein by reference is Exhibit
10.02 to the Registrant's Current Report on Form 8-K for the event
dated February 22, 1999.) (File No. 0-16014).
10.41 Purchase Agreement between Hyperion Telecommunications, Inc. and
the Initial Purchasers named therein, dated as of February 25,
1999, regarding Hyperion's 12% Senior Subordinated Notes due 2007
(Incorporated herein by reference is Exhibit 10.03 to the
Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16014).
10.42 Purchase Agreement between Hyperion Telecommunications, Inc.
and Highland Holdings, dated as of February 25, 1999, regarding
Hyperion's 12% Senior Subordinated Notes due 2007 (Incorporated
herein by reference is Exhibit 10.05 to the Registrant's Current
Report on Form 8-K for the event dated February 22, 1999.) (File
No. 0-16014).
10.43 Class B Common Stock Purchase Letter Agreement dated April 9,
1999 between Adelphia Communications Corporation and Highland
Holdings (Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K for the event dated April
9, 1999.) (File No. 0-16014).
10.44 Class A Common Stock Underwriting Agreement among Adelphia
Communications Corporation, Salomon Smith Barney Inc. and the other
underwriters named therein, as representatives of the Underwriters,
dated April 23, 1999 (Incorporated by reference herein is Exhibit
1.01 to the Current Report on Form 8-K of the Registrant for the
event dated April 28, 1999.) (File No. 0-16014).
10.45 7-7/8% Senior Notes Underwriting Agreement among Adelphia
Communications Corporation and Chase Securities Inc., as
representative of the Underwriters, dated April 23, 1999
(Incorporated by reference herein is Exhibit 1.02 to the Current
Report on Form 8-K of the Registrant for the event dated April 28,
1999.) (File No. 0-16014).
10.46 5-1/2% Series D Convertible Preferred Stock Underwriting
Agreement among Adelphia Communications Corporation and Salomon
Smith Barney Inc., as representative of the Underwriters, dated
April 26, 1999 (Incorporated by reference herein is Exhibit 1.03 to
the Current Report on Form 8-K of the Registrant for the event
dated April 28, 1999.) (File No. 0-16014).
10.47 Indenture, dated as of April 15, 1996, between Hyperion
Telecommunications, Inc. and Bank of Montreal Trust Company
(Incorporated by reference is Exhibit 4.1 to Registration Statement
No. 333-06957 on Form S-4 filed for Hyperion Telecommunications,
Inc.).
10.48 First Supplemental Indenture, dated as of September 11, 1996,
between Hyperion Telecommunications, Inc. and Bank of Montreal
Trust Company (Incorporated herein be reference is Exhibit 4.2 to
Hyperion Telecommunications, Inc.'s Registration Statement No.
333-12619 on Form S-3, formerly on Form S-1.).
10.49 Indenture, dated as of November 12, 1996, between Olympus
Communications, L.P., Olympus Capital Corporation and Bank of
Montreal Trust Company (Incorporated herein by reference is Exhibit
10.02 to the Registrant's Current Report on Form 8-K dated December
16, 1996.) (File No. 0-16014).
10.50 Indenture, dated as of August 27, 1997, with respect to
Hyperion Telecommunications, Inc. ("Hyperion") 12-1/4% Senior
Secured Notes due 2004, between Hyperion and the Bank of Montreal
Trust Company (Incorporated herein by reference to Exhibit 4.01 to
Hyperion's Current Report on Form 8-K dated August 27, 1997.) (File
No. 0-21605).
10.51 Second Supplemental Indenture, dated as of August 27, 1997, between
Hyperion and the Bank of Montreal Trust Company, regarding
Hyperion's 13% Senior Discount Notes due 2003 (Incorporated by
reference herein to Exhibit 4.06 to Hyperion's Current Report on
Form 8-K dated August 27, 1997.) (File No. 0-21605).
10.52 Registration Rights Agreement dated as of July 12, 1999, among
Adelphia, the Century Class B Holders and Ms. Claire Tow
(Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K for the event dated July
12, 1999.) (File No. 0-16014).
10.53 Tag-Along Rights Agreement dated as of July 12, 1999, among
Adelphia, the Century Class B Holders, Ms. Claire Tow and the
holders of Adelphia Class B Common Stock named therein
(Incorporated herein by reference is Exhibit 10.02 to the
Registrant's Current Report on Form 8-K for the event dated July
12,
1999.) (File No. 0-16014).
10.54 Purchase Agreement dated as of July 12, 1999, between Adelphia and
Citizens Cable Company (Incorporated herein by reference is Exhibit
10.03 to the Registrant's Current Report on Form 8-K for the event
dated July 12, 1999.) (File No. 0-16014).
10.55 Underwriting Agreement dated October 1, 1999 regarding the sale
of 6,000,000 shares of Class A common stock of Adelphia
(Incorporated herein by reference is Exhibit 1.01 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999.) (File No. 0-16014).
10.56 Stock Purchase Agreement dated October 1, 1999 between Adelphia
Communications Corporation and Highland Holdings (Incorporated
herein by reference is Exhibit 10.01 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1999.)
(File No. 0-16014).
10.57 Bank Credit Facility dated May 6, 1999 among the Registrant,
other borrowers and the lenders named therein (Incorporated herein
by reference to Exhibit 10.01 to Current Report on Form 8-K for the
event dated September 16, 1999 filed by Adelphia Communications
Corporation.) (File No. 0-16014).
10.58 Third Amendment to the Olympus Communications, L.P. Second
Amended and Restated Limited Partnership Agreement, dated October
1, 1999 (Incorporated herein by reference is Exhibit 3.8 to Form
10-K of Olympus for fiscal year ended December 31, 1999.) (File No.
333-19327).
10.59 Amended Credit Agreement, dated as of March 29, 1996, among
Highland Video Associates L.P., Telesat Acquisition Limited
Partnership, Global Acquisition Partners, L.P., the various
financial institutions as parties thereto, Bank of Montreal as
syndication agent, Chemical Bank as documentation agent, and the
Bank of Nova Scotia as administrative agent (Incorporated herein by
reference is Exhibit 10.37 to Adelphia Communications Corporation's
Current Report on Form 8-K dated June 19, 1996.) (File No.0-16014).
10.60 First Amendment, dated as of July 31, 1998 for the Amended and
Restated Credit Agreement dated of as March 29, 1996 (Incorporated
here in by reference is Exhibit 10.2 to Olympus' Form 8-K dated
April 2,
1999.) (File No. 333-19327).
10.61 Redemption Agreement between Olympus Communications, LP and Cable
GP, Inc., dated as of October 1, 1999 (Incorporated by reference
herein is Exhibit 10.6 to Form 10-K of Olympus for fiscal year
ended December 31, 1999.) (File No. 333-19327).
10.62 Underwriting Agreement dated as of November 23, 1999 among
Adelphia Business Solutions, Inc., Salomon Smith Barney Inc. and
the several other Underwriters named therein (Incorporated herein
by reference is Exhibit 1.01 to Adelphia Business Solutions' Form
8-K for the event dated November 23, 1999.) (File No. 0-21605).
10.63 Stock Purchase Agreement dated November 23, 1999 between Adelphia
Business Solutions, Inc. and Adelphia Communications Corporation
(Incorporated herein by reference is Exhibit 10.01 to Adelphia
Business Solutions' Form 8-K for the event dated November 23,
1999.) (File No. 0-21605).
10.64 Amended Bank Credit Facility (Incorporated by reference
herein is Exhibit 10.1 to FrontierVision Operating Partners, L.P.'s
and FrontierVision Capital Corporation's Registration Statement on
Form S-1, Registration No. 333-9535.).
10.65 Amendment No. 1 to Amended Bank Credit Facility (Incorporated by
reference herein is Exhibit 10.14 to FrontierVision Operating
Partners, L.P.'s and FrontierVision Capital Corporation's
Registration Statement on Form S-1, Registration No. 333-9535.).
10.66 Consent and Amendment No. 2 to Amended Bank Credit Facility
(Incorporated by reference herein is Exhibit 10.15 to
FrontierVision Operating Partners, L.P.'s and FrontierVision
Capital Corporation's Quarterly Report on Form 10-Q, File No.
333-9535 for the quarter ended September 30, 1996.).
10.67 Amended Credit Facility (Incorporated by reference herein is
Exhibit 10.18 to FrontierVision Holdings, L.P.'s and FrontierVision
Holdings Capital Corporation's Annual Report on Form 10-K, File No.
333-36519 for the year ended December 31, 1997.).
10.68 Indenture dated as of October 7, 1996, among FrontierVision
Operating Partners, L.P., FrontierVision Capital Corporation and
Colorado National Bank, as Trustee (Incorporated by reference
herein is Exhibit 4.1 to FrontierVision Operating Partners, L.P.'s
and FrontierVision Capital Corporation's Quarterly Report on Form
10-Q, File No. 333-9535 for the quarter ended September 30, 1996.).
10.69 Indenture dated as of September 19, 1997, among FrontierVision
Holdings, L.P., FrontierVision Holdings Capital Corporation and
U.S. Bank National Association d/b/a Colorado National Bank, as
Trustee (Incorporated by reference herein is Exhibit 4.2 to
FrontierVision Holdings, L.P.'s and FrontierVision Holdings Capital
Corporation's Registration Statement on Form S-4, Registration No.
333-36519.).
10.70 Indenture dated as of December 9, 1998, among FrontierVision
Holdings, L.P., FrontierVision Holdings Capital II Corporation and
U.S. Bank National Association, as Trustee (Incorporated by
reference herein is Exhibit 4.5 to FrontierVision Holdings, L.P.'s
and FrontierVision Holdings Capital II Corporation's Registration
Statement on Form S-4, Registration No. 333-75567.).
10.71 Purchase Agreement dated as of December 2, 1998, by and
among FrontierVision Holdings, L.P., FrontierVision Holdings
Capital II Corporation and J.P. Morgan Securities, Inc. and Chase
Securities Inc., as Initial Purchasers (Incorporated by reference
herein is Exhibit 4.6 to FrontierVision Holdings, L.P.'s and
FrontierVision Holdings Capital II Corporation's Registration
Statement on Form S-4, Registration No. 333-75567.).
10.72 Registration Rights Agreement dated as of December 9, 1998, by
and among Frontier Vision Holdings, L.P., FrontierVision Holdings
Capital II Corporation and J.P. Morgan Securities Inc., and Chase
Securities, Inc., as Initial Purchasers (Incorporated by reference
herein is Exhibit 4.7 to FrontierVision Holdings, L.P.'s and
FrontierVision Holdings Capital II Corporation's Registration
Statement on Form S-4, Registration No. 333-75567.).
10.73 Indenture, dated as of November 15, 1988, by and between Century
Communications Corp. ("Century," now known as Arahova
Communications, Inc.) and the Bank of Montreal Trust Company, as
Trustee (Filed as Exhibit 4(l) to Amendment No. 7 to Century's
Registration Statement on Form S-1 (File No. 33-21394), which is
incorporated herein by reference.).
10.74 Indenture, dated as of October 15, 1991, by and between Century
and the Bank of Montreal Trust Company, as Trustee (Filed as
Exhibit 4.2 to Amendment No. 2 to Century's Registration Statement
on Form S-3 (File No. 33-33787), which is incorporated herein by
reference.).
10.75 First Supplemental Indenture, dated as of October 15, 1991,
by and between Century and the Bank of Montreal Trust Company, as
Trustee (Filed as Exhibit 7(2) to Century's current report on Form
8-K, dated October 17, 1991 and incorporated herein by reference.)
(File No. 0-16899).
10.76 Indenture, dated as of February 15, 1992, by and between Century
and the Bank of America National Trust and Savings Association, as
Trustee (Filed as Exhibit 4.3 to Amendment No. 2 to Century's
Registration Statement on Form S-3 (File No. 33-33787), which is
incorporated herein by reference.).
10.77 First Supplemental Indenture, dated as of February 15, 1992, by and
between Century and the Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(t) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992 and
incorporated herein by reference.) (File No. 0-16899).
10.78 Second Supplemental Indenture, dated as of August 15, 1992, by and
between Century and Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(u) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992 and
incorporated herein by reference.) (File No. 0-16899).
10.79 Third Supplemental Indenture, dated as of April 1, 1993, by and
between Century and Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(v) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1993 and
incorporated herein by reference.) (File No. 0-16899).
10.80 Fourth Supplemental Indenture, dated as of March 6, 1995, by and
between Century and Bank of America National Trust and Savings
Association, as Trustee (Filed as Exhibit 4(w) to Century's Annual
Report on Form 10-K for the fiscal year ended May 31, 1995, and
incorporated herein by reference.) (File No. 0-16899).
10.81 Fifth Supplemental Indenture, dated as of January 23, 1997, by and
between Century and First Trust of California, National
Association, successor trustee to Bank of America National Trust
and Savings Association, as Trustee (Filed as Exhibit 4.10 to
Century's Annual Report on Form 10-K for the fiscal year ended May
31, 1997, and incorporated herein by reference.) (File No.
0-16899).
10.82 Sixth Supplemental Indenture, dated as of September 29, 1997,
between Century and First Trust of California, National
Association, successor trustee to Bank of America National Trust
and Savings Association, as Trustee (Filed as Exhibit 10.2 to
Century's Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1997, and incorporated herein by reference.) (File
No. 0-16899).
10.83 Seventh Supplemental Indenture dated as of November 13, 1997
between Century and First Trust of California, National
Association, successor trustee to Bank of America National Trust
and Savings Association, as Trustee (Filed as Exhibit 4.1 to
Century's Quarterly Report on Form 10-Q for the quarterly period
ended November 30, 1997, and incorporated herein by reference.)
(File No. 0-16899).
10.84 Eighth Supplemental Indenture dated as of December 10, 1997 between
Century and First Trust of California, National Association, as
Trustee (Incorporated by reference herein is Exhibit 4.13 to Form
10-K of Century for fiscal year ended May 31, 1999.) (File No.
0-16899).
10.85 Indenture, dated as of January 15, 1998 between Century and First
Trust of California, National Association, as Trustee (Filed as
Exhibit 4 to Century's Registration Statement on Form S-4 (File No.
333-47161), which is incorporated herein by reference.) (File No.
0-16899).
10.86* Employment Agreement, dated as of January 1, 1997, between
Century and Scott N. Schneider (Filed as Exhibit 10.4 to Century's
Annual Report on Form 10-K for the fiscal year ended May 31, 1997,
and incorporated herein by reference.) (File No. 0-16899).
10.87* 1994 Stock Option Plan of Century (Filed as Exhibit 10(v)(3) to
Century's Annual Report on Form 10-K for the fiscal year ended May
31, 1995, and incorporated herein by reference.) (File No.
0-16899).
10.88 Amendment No. 1 to Management Agreement and Joint Venture
Agreement (Century ML Venture), dated September 21, 1987, between
Century Texas and ML Media Partners, L.P., a Delaware limited
partnership (Filed as Exhibit 10(w) to Century's Annual Report on
Form 10-K for the fiscal year ended May 31, 1989 and incorporated
herein by reference.) (File No. 0-16899).
10.89 Management Agreement and Joint Venture Agreement (Century-ML Radio
Venture), dated as of February 15, 1989, between Century Texas and
ML Media Partners, L.P., a Delaware limited partnership (Filed as
Exhibit 10(x) to Century's Annual Report on Form 10-K for the
fiscal year ended May 31, 1989 and incorporated herein by
reference.) (File No. 0-16899).
10.90 Credit Agreement dated as of April 15, 1997 among Citizens Century
Cable Television Venture, Bank of America, National Trust and
Savings Association, as Syndication Agent, and Societe General, as
Agent, Corestates Bank, N.A., The First National Bank of Boston,
LTCB Trust Company, and PNC Bank, National Association, as
Co-Agents, and each of the bank parties thereto (Filed as Exhibit
10.41 to Century's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997, and incorporated herein by reference.) (File
No. 0-16899).
10.91* Employment Agreement, dated as of January 1, 1997, between
Century and Bernard P. Gallagher (Filed as Exhibit 10.1 to
Century's Quarterly Report on Form 10-Q for the quarterly period
ended August 31, 1997, and incorporated herein by reference.) (File
No. 0-16899).
10.92* Modification Agreement, dated as of June 1, 1998, between
Century and Scott N. Schneider (Filed as Exhibit 10.44 to Century's
Annual Report on Form 10-K for the fiscal year ended May 31, 1998
and incorporated by reference.) (File No. 0-16899).
10.93* Modification Agreement, dated as of June 1, 1998, between
Century and Bernard P. Gallagher (Filed as Exhibit 10.45 to
Century's Annual Report on Form 10-K for the fiscal year ended May
31, 1998 and incorporated by reference.) (File No. 0-16899).
10.94* Employment Agreement, dated as of July 1, 1997, between Century
and Leonard Tow (Filed as Exhibit 10.48 to Century's Annual Report
on Form 10-K for the fiscal year ended May 31, 1998 and
incorporated by reference.) (File No. 0-16899).
10.95 Agreement and Plan of Merger, dated as of July 2, 1998, between
Centennial Cellular Corp. and CCW Acquisition Corp (Filed as
Exhibit 10.49 to Century's Annual Report on Form 10-K for the
fiscal year ended May 31, 1998 and incorporated by reference.)
(File No. 0-16899).
10.96 Ninth Supplemental Indenture, dated as of October 1, 1999
between Arahova Communications, Inc. ("Arahova") and U.S. Bank
Trust National Association (the "Trustee"), successor trustee to
Bank of America National Trust and Savings Association, to the
Indenture, dated as of February 15, 1992 between Century
Communications Corp. and the Trustee (Incorporated herein by
reference is Exhibit 4.01 to Form 10-Q for Arahova for the quarter
ended November 30, 1999.) (File No. 0-16899).
10.97 First Supplemental Indenture, dated as of October 1, 1999 between
Arahova Communications, Inc. and U.S. Bank Trust National
Association (the "Trustee"), to the Indenture, dated as of January
15, 1998 between Century Communications Corp. and the Trustee
(Incorporated herein by reference is Exhibit 4.02 to Form 10-Q for
Arahova for the quarter ended November 30, 1999.) (File No.
0-16899).
10.98 Agreement of Limited Partnership of Century-TCI California
Communications, L.P., dated as of December 7, 1999 (incorporated
herein by reference is Exhibit 4.16 to the Registrant's Annual
Report filed on March 30, 1999 on Form 10-K for the year ended
December 31, 1999)(File No. 0-16014).
10.99 Credit Agreement dated as of December 3, 1999 among Century-TCI
California, L.P., Certain Lenders, Societe Generale and Deutsche
Bank Securities Inc., as Co-Syndication Agents, Salomon Smith
Barney Inc. as Lead Arranger and Sole Book Manager, Mellon Bank,
N.A. as Documentation Agent and Citibank, N.A. as Administrative
Agent (incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
10.100 Agreement and Plan of Reorganization dated as of December 8,
1999, by and among Cablevision of the Midwest, Inc., Cablevision of
the Midwest Holding Co., Inc. Adelphia General Holdings II, Inc.
and the Registrant (incorporated herein by reference is Exhibit
4.16 to the Registrant's Annual Report filed on March 30, 1999 on
Form 10-K for the year ended December 31, 1999)(File No. 0-16014).
10.101 Asset Purchase Agreement dated as of December 8, 1999, by and among
Telerama, Inc., Cablevision of Cleveland, L.P. and the Registrant
(incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31,
1999)(File No. 0-16014).
10.102 Revolving Credit and Term Loan Agreement dated as of October 5,
1999, among Harron Communications Corp, the Subsidiary Guarantors
named therein, and the Agents and Lenders named therein
(incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
10.103 Underwriting Agreement dated as of November 10, 1999, among the
Underwriters and Representatives named therein and the Registrant,
regarding the 9-3/8% Senior Notes due 2009 of the Registrant
(incorporated herein by reference is Exhibit 4.16 to the
Registrant's Annual Report filed on March 30, 1999 on Form 10-K for
the year ended December 31, 1999)(File No. 0-16014).
10.104 Amendment No. 2 to Amended Credit Facility of FrontierVision
Operating Partners, L.P., dated as of July 15, 1999 (Incorporated
herein by reference is Exhibit 10.21 to Form 10-K of FrontierVision
Holdings, L.P. for the year ended December 31, 1999) (File No.
333-36519).
10.105 Credit Agreement dated as of April 14, 2000, among Century Cable
Holdings, LLC, Ft. Myers Cablevision, LLC, and Highland Prestige
Georgia, Inc., Bank of America, N.A. and the Chase Manhattan Bank,
Co-Administrative Agents and Toronto Dominion (Texas), Inc.,
Syndication Agent. (Incorporated by reference herein is Exhibit
10.01 to the Registrant's Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 2000).(File No. 0-16014).
10.106 Purchase Agreement dated as of January 17, 2001 between Highland
2000, L.P. and the Registrant regarding Class B Common Stock
(Incorporated herein by reference is Exhibit 10.01 to the
Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
10.107 Purchase Agreement dated as of January 17, 2001 between Highland
2000, L.P. and the Registrant regarding 6% convertible subordinated
notes due 2006 (Incorporated herein by reference is Exhibit 10.02
to the Registrant's Current Report on Form 8-K filed on January 23,
2001)(File No. 0-16014).
10.108 10-7/8% Senior Notes Due 2010 Underwriting Agreement among Adelphia
Communications Corporation and Salomon Smith Barney Inc., as
representative of the Underwriters, dated September 15, 2000
(Incorporated herein by reference is Exhibit 1.01 to the
Registrant's Form 8-K filed on September 29, 2000) (File No.
0-16014).
10.109 6% Convertible Subordinated Notes Due 2006 Underwriting Agreement
among Adelphia Communications Corporation and Salomon Smith Barney
Inc. and Banc of America Securities LLC, as representatives of the
Underwriters, dated January 17, 2001 (Incorporated herein by
reference is Exhibit 1.01 to the Registrant's Current Report on
Form 8-K filed on January 23, 2001)(File No. 0-16014).
10.110 Class A Common Stock Underwriting Agreement among Adelphia
Communications Corporation and Salomon Smith Barney Inc. and Banc
of America Securities LLC, as representatives of the Underwriters,
dated January 17, 2001 (Incorporated herein by reference is Exhibit
1.02 to the Registrant's Current Report on Form 8-K filed on
January 23, 2001)(File No. 0-16014).
10.111 Amendment No. 3 to Amended Credit Facility of FrontierVision
Operating Partners, L.P., dated as of March 2, 2001 (Incorporated
herein by reference is Exhibit 10.7 to the Form 10-K of
FrontierVision Holdings, L.P. for the year ended December 31,
2000)(File No. 333-36519).
21.01 Subsidiaries of the Registrant.
23.01 Consent of Deloitte & Touche LLP (Filed herewith.).