-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B0wRPpLUyGvFURHzE3hoCMVf/dFJAwWS24yOo6P5mwMzgTc8bdJQHRotlTw5OGvI /DilWNNMEsmj8HV9/IG+7w== 0001017648-01-000002.txt : 20010409 0001017648-01-000002.hdr.sgml : 20010409 ACCESSION NUMBER: 0001017648-01-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADELPHIA BUSINESS SOLUTIONS INC CENTRAL INDEX KEY: 0001017648 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 251669404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-21605 FILM NUMBER: 1590403 BUSINESS ADDRESS: STREET 1: ONE NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915 BUSINESS PHONE: 8142749830 MAIL ADDRESS: STREET 1: ONE NORTH MAIN STREET CITY: COUDERSPORT STATE: PA ZIP: 16915-1141 FORMER COMPANY: FORMER CONFORMED NAME: HYPERION TELECOMMUNICATIONS INC DATE OF NAME CHANGE: 19960626 10-K 1 0001.txt 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: 000-21605 ADELPHIA BUSINESS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 25-1669404 (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, $0.01 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 and Class B Common Stock, par value $0.01, held by non-affiliates of the registrant at March 28, 2001 was approximately $125 million based on the closing sale price of the Class A Common Stock as computed by the NASDAQ National Market system as of that date. For purposes of this calculation only, affiliates are deemed to be Adelphia Communications Corporation and the directors and executive officers of the Registrant. At March 28, 2001, 47,742,758 shares of Class A Common Stock, par value $0.01, and 86,603,483 shares of Class B Common Stock, par value $0.01, of the registrant were outstanding. Documents Incorporated by Reference: Portions of the Proxy Statement for the 2001 Annual Meeting of Stockholders are or may be incorporated by reference into Part III hereof. 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. ___ ADELPHIA BUSINESS SOLUTIONS, INC. TABLE OF CONTENTS SAFE HARBOR STATEMENT 3 PART I ITEM 1. BUSINESS 3 ITEM 2. PROPERTIES 16 ITEM 3. LEGAL PROCEEDINGS 16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 18 ITEM 6. SELECTED FINANCIAL DATA 20 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 22 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 32 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 33 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 61 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 61 ITEM 11. EXECUTIVE COMPENSATION 61 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 61 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 61 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 61 SAFE HARBOR STATEMENT The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information, statements or schedules included in this 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, 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 our ability to successfully market our services to current and new customers, access markets on a nondiscriminatory basis, identify, design and construct fiber optic networks, install cable and facilities (including switching electronics) and obtain rights of way, access rights to buildings and any required governmental authorizations, franchises and permits, all in a timely manner, at reasonable costs and on satisfactory terms and conditions, as well as uncertainties relating to general business and economic conditions, acquisitions and divestitures, the cost of availability of capital, government and regulatory policies, the pricing and availability of equipment, materials, inventories and programming, product acceptance, risks associated with reliance on the performance and financial condition of vendors and customers, dependence on the Company's customers and their spending patterns, the ability of the Company to execute on its business plan and to design and construct fiber optic networks and related facilities, technological developments and changes in the competitive environment in which the Company operates. Persons reading this 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. Unless otherwise stated, the information contained in this Form 10-K is as of and for the twelve months ended December 31, 2000. Additional information regarding factors that may affect the business and financial results of Adelphia Business Solutions can be found in the Company's filings with the Securities and Exchange Commission, including the prospectus and most recent prospectus supplement under Registration Statement No. 333-11142 (formerly No. 333-88927), under the caption "Risk Factors." PART I ITEM 1. BUSINESS The Company Adelphia Business Solutions, Inc. ("Adelphia Business Solutions" or the "Company"), founded in 1991, is a majority owned subsidiary of Adelphia Communications Corporation ("Adelphia") and is a leading provider of facilities-based integrated communications services to customers that include businesses, governmental and educational end users and other communications services providers throughout the United States. As of December 31, 2000, the Company offered 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. To serve the Company's customers' broad and expanding communications needs, the Company has assembled a diverse collection of high-bandwidth, local and long-haul network assets. The Company intends to integrate these assets with advanced communications technologies and services in order to provide comprehensive end-to-end communications services over its national network. The Company provides customers with communications services such as local switch dial tone (also known as local phone service), long-distance service, high-speed data transmission, and Internet connectivity. The customers have a choice of receiving these services separately or as bundled packages, which are typically priced at a discount when compared to the price of the separate services. In order to take advantage of the improved economic returns and better customer service from providing services "on-net," or over the Company's own network, the Company is in the process of further expanding the reach of its network system. The Company's original 22 local markets (referred to as the "Original Markets") are principally located in the eastern half of the United States. Due to the Company's success in operating and expanding the original markets, the Company intends to serve approximately 80 total markets by the end of the year 2001, leveraging the Company's existing and planned switching platforms and inter-city fiber networks. The Company believes that the full buildout of this footprint will position it to address approximately 53% of the 60 million business access lines nationwide, which currently represent approximately $70 billion in addressable annual revenues. This network system expansionincludes the purchase, lease or construction of local fiber optic networkfacilities and the interconnection of substantially all of the Company'smarkets with its own fiber optic facilities. The Company will also implement various technologies including dense wave division multiplexing, or DWDM, to provide greater bandwidth capacity on its local and long-haul network system. Once fully installed, the long-haul fiber optic backbone in the eastern half of the United States, combined with the Company's local fiber, will support the Company's full line of communication service offerings. To further expand our local network system, in March 1998, the Company purchased from the Federal Communications Commission ("FCC") 195 31-GHz licenses for a fixed wireless technology known as local multipoint distribution service, or LMDS. In addition, in April 2000, the Company purchased 177 39-GHz licenses for fixed wireless technology. These licenses cover approximately 230 million people throughout the United States, or approximately 90% of the nation's population. The Company believes the ownership of this spectrum may permit the Company to employ a wireless connection strategy to complement the Company's fiber network when fiber may not be available or economically justified. In May 1999, the Company announced its intention to further complement its high-bandwidth network assets through the deployment of Digital Subscriber Line, or DSL, technology. As of December 31, 2000, the Company had arrangements with incumbent local exchange carriers ("ILEC") with respect to co-locating its network connection equipment in 299 of their local service offices. By the end of 2001, the Company plans to be collocated in approximately 400 local service offices, which will all be equipped with DSL equipment. The Company intends to use DSL to deliver bundled voice and data product offerings where the Company has not yet installed its own fiber, or where fiber network deployment is not economically justified. This technology, when deployed, will represent another cost-effective, high bandwidth option to deliver communications services over the Company's own network. Company Name Change. On October 25, 1999, stockholders of the Company elected to change the legal name of the Company from Hyperion Telecommunications, Inc. to Adelphia Business Solutions, Inc., which management believes will further align the strengths of Adelphia and the Company to develop a single brand in the communications marketplace. Recent Developments On January 7, 2000, the Company entered into an agreement with Allegheny Communications Connect, Inc. ("Allegheny") to purchase an indefeasible right of use ("IRU") for a total of approximately 600 long-haul and metro route miles from western Pennsylvania through West Virginia, and in Maryland and Virginia. On January 10, 2000, the Company entered into an agreement with Williams Communications, Inc. ("Williams") to purchase an IRU for a total of 4,543 route miles of fiber in the western United States at a cost of approximately $23 million. During January 2000, the Company entered into an IRU agreement with Level 3 Communications ("Level 3") for approximately 3,100 long-haul route miles throughout much of the western United States. In addition, the Company entered into an agreement with Level 3 to acquire access to approximately 750 miles of metro duct in the following central business districts: Chicago, Cincinnati, Dallas, Denver, Detroit, Los Angeles, Orlando, Phoenix, San Diego, San Francisco, San Jose and Seattle. The total cost of the agreement is approximately $54.6 million. During January 2000, the Company entered into an agreement with Metromedia Fiber Network ("Metromedia") which allows the Company to acquire access to fiber strand miles across any of Metromedia's North American markets. During April 2000, the Company was the successful bidder, in the FCC auction, for 177 licenses covering 39-GHz spectrum in an area with a population of approximately 164 million. The Company was granted the licenses in October 2000. The total purchase price was approximately $77.6 million. During April 2000, the Company and Bell Atlantic (now known as Verizon Communications) reached a settlement for the outstanding amounts due the Company from Bell Atlantic. As a result of the settlement, the Company wrote off $7.0 million of accounts receivable during the quarter ended March 31, 2000. On May 3, 2000, the Company entered into a contract to build an advanced information technology infrastructure and to provide communications services to the Commonwealth of Pennsylvania state government. As part of the contract, the Company was required to place $75.8 million into a restricted account to be used for the completion on the technology infrastructure. As of December 31, 2000, the Company had used $21.6 million towards the completion of the infrastructure. During June 2000, Adelphia exercised a warrant to purchase 913,380 shares of Class A common stock of the Company at a price of $6.15 per share. Adelphia purchased the warrant in May 1998 from WorldCom in connection with the Company's IPO. Total proceeds to the Company were $5.6 million. During July 2000, the Company 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 the Company's Class A common stock. This purchase increased the Company's 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 the Company effective from the date acquired. During August 2000, the Company entered into an agreement with Dominion Telecom, Inc. ("Dominion") in which the Company agreed to provide Dominion with an IRU of approximately 865 miles of long-haul fiber on the Company's Virginia fiber ring. The total proceeds to be received from this agreement will be approximately $16.0 million of which the Company has received approximately $11.8 million. During January 2001, the Company entered into an amendment with Dominion to provide Dominion with an IRU for additional strands of fiber in the Company's Virginia ring as well as an IRU for approximately 213 miles of long-haul fiber on the Company's Tennessee ring. Total proceeds to be received from this amendment will be approximately $7.9 million. During December 2000, the Company revised its network expansion plan. The Company reduced the number of markets it intends to be operating in by the end of 2001 from a range of 175 to 200 to approximately 80. During January 2001, the Company reduced its national staff by approximately 8% as a result of the Company's revised network expansion plan. Most affected employees were located in markets in which the Company has stopped expansion. For the year ended December 31, 2000, the Company recorded a restructuring charge of $5.4 million related to the revised network expansion plan. The reserve was comprised primarily of direct costs associated with the reduction of the Company's business plan. In addition, the Company will record a $3.6 million charge to earnings in the first quarter of calendar 2001 for severance costs associated with the related layoff of employees mentioned previously. See Note 11 "Restructuring Charges" to the Company's Consolidated Financial Statements for further information. During December 2000, the Company sold to a subsidiary of Adelphia certain network and telecommunications assets. The assets sold related to six markets in Virginia, Colorado, California and Ohio which the Company has decided not to pursue as part of the revised business plan. Network or market information presented in this Form 10-K includes these six markets. The aggregate purchase price for these transactions was approximately $87.5 million plus the assumption of certain liabilities. The Company will manage these networks for Adelphia on a going forward basis. The Company and certain of Adelphia's other subsidiaries and affiliates are parties to a joint bank credit facility. As part of this facility, the Company and its subsidiaries have the ability to borrow up to an aggregate of $500.0 million, which would be guaranteed by other members of the borrowing group, subject to compliance by the entire borrowing group with certain covenants and financial tests. As of December 31, 2000, a subsidiary of the Company had borrowed $500.0 million under this new credit facility. In addition, the Company has agreed to pay a subsidiary of Adelphia approximately $15.0 million as a fee for placing the credit facility. The interest rate at which the Company has borrowed these funds is 12 1/2%, a portion of which is payable to a subsidiary of Adelphia. For the year ended December 31, 2000, the Company recorded $7.0 million in interest expense relating to the portion of interest due to the subsidiary of Adelphia. During March 2001, the Company 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, the Company issued and sold 11,820,070 and 51,459,624 shares of Class A and Class B common stock, respectively in the rights offering to Adelphia at a price of $7.28 per share. Total proceeds to the Company were $460.9 million. Growth Strategy The key components of the Company's strategy as a leading provider of facilities-based integrated communications services are: Focus on Communications-Intensive Customers. Adelphia Business Solutions provides its services to communications-intensive customers. This includes business, government 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. The Company offers dedicated access services on a wholesale basis to interexchange or long distance carriers ("IXCs") and has a national service agreement with AT&T and WorldCom to be their preferred supplier. Expansion of Sales and Sales Support Efforts. Adelphia Business Solutions' goal is to create better customer retention and become the principal and preferred cost-effective alternative to the incumbent communications services provider. To achieve this and to capitalize on the Company's expanding addressable market, Adelphia Business Solutions has increased and intends to continue to increase its direct sales and support team consisting of sales professionals and engineers. The Company has expanded its sales and sales support staff from 616 salespeople at December 31, 1999 to 763 salespeople at December 31, 2000, and expects to increase its sales force to approximately 1,000 salespeople by December 31, 2001. Focus on Providing Bundled Packages of Communications Services. In response to market demands and to maximize our selling efforts, the Company offers a full suite of communications services to our 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, the Company believes that bundled services provide it with increased customer retention, higher operating margins and a reduced cost of acquiring new customers. The Company's service offerings currently include a wide range of local dial tone and long distance services in all of the Company's operating markets. In addition, the Company has recognized the expanding demand for high-bandwidth by its customers in order to support the growing number of data applications. The Company's first series of data products to take advantage of these additional revenue opportunities is high-speed Internet access, frame relay and ATM. Additionally, the Company 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 the Company's frame relay and ATM service offerings, the Company entered into a wholesale provider agreement with Intermedia Communications ("Intermedia"), whereby the Company uses Intermedia's frame relay network and data switches to offer data services to the Company's customers and then move the Company's customers' traffic onto the Company's own network system as it becomes operational. The Company 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 the Company's own network system. The Company believes that the introduction of high margin data products should drive revenue growth and better leverage the Company's significant fiber assets. Drive On-Net Traffic Over High Capacity Fiber Optic Network System. The broad deployment of fiber optic cable in Adelphia Business Solutions' markets typically enables connectivity among the Company, the ILEC central offices and the Company's 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 the Company with higher long-term operating margins. As of December 31, 2000, the Company has collocated in 299 ILEC 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 the Company's local fiber, will support the Company's full line of communications offerings. The Company believes long-term operating margins on Adelphia Business Solutions' long distance, Internet and data transfer businesses will increase significantly as a result of connecting these markets. The Company also believes that its planned deployment of LMDS and DSL technologies will provide additional, alternative means to connect customers to its networks. Reduced Expansion Plan. Adelphia Business Solutions has announced that it is limiting its fiber optic network expansion in the western half of the United States. This reduced expansion will decrease the Company's addressable market from 65% to 53% of the business access lines in the United States and will allow the Company 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 over $70 billion of annual communications services revenues. Adelphia Business Solutions plans to roll out service in these markets through the use of large regionally based Lucent 5ESS switches that will serve several markets in geographic proximity to each switch. Each of these markets will be connected to the system network by inter-city fiber that has been or will be purchased or leased from a number of fiber optic transmission providers. 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. 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 and 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 Internet Service Providers ("ISP"s). Data Networking Services-The Company 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-The Company 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-The Company 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. Sales and Marketing The Company targets its network sales and marketing activities to medium and large businesses, government and educational end users and resellers, including IXCs. The Company services its customers through a dedicated sales and sales support staff of 763 professionals at December 31, 2000 focused on selling the Company's portfolio of service offerings, and currently has over 1,050 technicians, customer service representatives and administrative support staff at December 31, 2000, enabling the Company to provide its customers with continuous support and superior service. The Company expects to increase its marketing efforts by increasing the size of its current sales and sales support staff during 2001 to approximately 1,000 professionals as it increases the breadth of its product offerings to satisfy the growing communications needs of its customers. In addition, the Company has initiated direct marketing and sales of local telecommunications services on an unbundled loop basis to or through total service resale to small business customers in certain markets, generally offering such services under either the Adelphia Business Solutions name or a co-branded name that includes the name of the particular local partner. The Company offers many of its services in accordance with tariffs filed with the FCC for interstate services and State public utility commissions ("PUCs") for intrastate services. Most enhanced services are not subject to tariffing at either the federal or state level. Where tariffs are permitted or mandatory the company's networks are classified as non-dominant carriers by the FCC and therefore have substantial pricing flexibility and in many cases may enter into customer and product specific agreements. End Users The Company targets end users which include medium and large businesses, governmental and educational institutions and other communications service providers. End users are currently marketed through Company direct sales representatives in each market. The national sales organization also provides support for the local sales groups and develops new product offerings and customized communications applications and solutions which address the specific requirements of particular customers. In addition, the Company markets the Company's networks products through advertisements, media relations, direct mail and participation in trade conferences. End users typically commit to a service agreement for a term of two to five years which is either renegotiated or automatically converted to a month-to-month arrangement at the end of the contract term. The Company believes it will be able to continue to compete effectively for end users by offering superior reliability, product diversity, service and custom solutions to end user needs at competitive prices. A significant component of the Company's reliability will be its ability to offer customers end-to-end SONET ring construction for many localized applications. The Company's construction of SONET rings combined with the Company's large network size will enable the Company to offer fiber optic coverage superior to the ILEC in its markets Resellers Resellers utilize the Company's services primarily as a local component of their own service offerings to end-users. The Company has national supplier agreements with all of the major IXCs. The Company believes it can effectively provide IXCs with a full complement of traditional access services as well as switched services. Factors that increase the value of the Company's networks to IXCs include reliability, state-of-the-art technology, route diversity, and ease of ordering and customer service. The Company also generally prices the services of a network at a discount relative to the ILEC. In order to further complement the services provided to the IXCs, the Company integrates its networks with IXC networks to enable the IXC to (i) access service, billing and other data directly from the Company and (ii) electronically send automated service requests to the Company. In pursuing this strategy, the Company has entered into a National Service Agreement with AT&T pursuant to which the Company, through its networks, is an AT&T preferred supplier of dedicated special access and switched access transport services. The National Service Agreement requires the Company to provide such services to AT&T at a discount from the tariffed or published LEC rates. In addition, the Company has entered into a Preferred Provider Agreement with WorldCom pursuant to which the Company is designated WorldCom's preferred provider of new end user dedicated access circuits and of end user dedicated access circuits resulting from conversions from the ILEC in the Company's markets. Special Purpose Networks The Company develops special purpose networks in order to meet specific customer network requirements. To date, these special purpose networks have included construction of IXC backbone networks, campus networks, private carriage networks and other similar network applications. The terms and conditions for these special purpose networks are generally specified in agreements with three to five year terms which automatically renew on a month-to-month basis. In addition, special customer networks are normally constructed with excess fiber band width capacity, which allows the Company to make additional capacity available to other end users. Ownership of the Company and the Company's Networks As of December 31, 2000, Adelphia Business Solutions was an approximately 60% owned subsidiary, on a fully diluted basis, of Adelphia. As of the completion of the Rights Offering on March 19, 2001, Adelphia's ownership increased to approximately 79% on a fully diluted basis. Unless the context otherwise requires, 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 the Company's initial public offering, which include three joint ventures managed by the Company and in which the Company 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, the Company sold one Class of 1996 market, two Class of 1999 markets and three Class of 2000 markets to Adelphia. Operating Agreements Generally, subsidiaries of the Company historically had entered into partnership agreements (or limited liability agreements) with local partners to take advantage of the benefits of building networks in conjunction with local cable television or utility operators. Typically operating partnerships were formed and operated pursuant to three key agreements: (i) a partnership or limited liability company agreement between the Company or one of its wholly owned subsidiaries and a cable operator or utility company (the "Local Partner Agreement"); (ii) a fiber capacity lease agreement between the local partner and the operating partnership (the "Fiber Lease Agreement"); and (iii) a management agreement between the operating partnership and the Company or one of its subsidiaries (the "Management Agreement"). In recent years the Company has purchased the interests held by most of its local partners, and as of December 31, 2000, only three of the Company's 22 Original Markets were not wholly-owned by the Company. The Local Partner Agreements generally prohibit the transfer of partnership interests, including most changes in control, or impose restrictions that significantly limit a partner's ability to transfer its partnership interest. The partners typically retain certain rights of first refusal and buy/sell rights. Generally, after a specified period of time, either partner may transfer its interest to an unrelated third party if such partner first offers its interest to the other partner at the same terms and the other partner elects not to purchase the interest. In addition, either partner typically can, after a specified period of time, make an offer to the other partner to sell its own interest. The other partner must respond to the offer indicating its election to either accept the offer to buy or sell at the offered price. The two remaining operating partnerships were created in the last seven years and have a duration of 10 to 25 years unless earlier dissolved. Generally, each partner and certain of its affiliates are restricted from competing with the operating partnership in the defined business area so long as the partner is a partner plus two or three years thereafter. Generally, the Original Markets lease fiber optic capacity from their local partners or former local partners. In some instances, the operating partnerships lease existing fiber optic capacity and in other instances, the operating partnerships have requested the local partners or former local partners to construct new fiber optic capacity. In many cases, local partners or former local partners have upgraded the capacity of their cable or utility infrastructure, and as a result, have shared construction costs with the operating partnership. Monthly lease payments in both instances are based on the amortization of the operating partnership's share of the local partner's cost of construction and material costs over the term of the Fiber Lease Agreement. Because construction and material costs are amortized over the then current term of the Fiber Lease Agreement, it is possible for the amount of a monthly lease payment to be significantly lower during a renewal term unless the construction of additional fiber optic cable is scheduled for such renewal term. Typically, the amount of the lease payments in a renewal period equals the amount of monthly maintenance costs for the leased fiber optic cable. Substantially all of the Fiber Lease Agreements are in their initial terms of 5 to 25 years in length with various renewal options. Generally, either party can terminate the Fiber Lease Agreement at the end of the then current term upon prior written notice to the other party. Several of the Fiber Lease Agreements contain termination rights which provide the lessor with the option to terminate the lease if the lessor becomes subject to telecommunications regulation, an action is brought against the lessor challenging or seeking to adversely modify the lessor's continued validity or authority to operate, legal or regulatory determination renders it unlawful or impossible for the lessor to satisfy its obligations under the lease or in case of an imposition of public utility or common carrier status on the lessor as a result of its performance of the lease. Throughout the term of the Fiber Lease Agreements and thereafter, title to the fiber optic cable remains with the local partner or former local partners. Similarly, the operating partnerships retain title to all of their own electronics and switches that become a part of the network. A local partner or former local partner cannot sell the fiber subject to the Fiber Lease Agreement to a third party unless its obligations under the Fiber Lease Agreement are assumed by the third party. When the Company acquires 100% of the ownership interest of an operating partnership by an acquisition of interests from a local partner, the Fiber Lease Agreement typically is amended to provide for a 10 to 25 year lease of fiber optic capacity to the Company from the former local partner. IRU Agreements The Company has entered into several agreements that entitle the Company to a long-term lease or an IRU of local and long-haul dark fiber as of December 31, 2000. Generally each agreement requires Adelphia Business Solutions to pay an aggregate price consisting of an initial payment, followed by installments during the construction period based upon achieving certain milestones (e.g., commencement of construction, conduit installation and fiber installation). The final payment for each segment will be made at the time of acceptance. Each agreement provides for the sharing of certain maintenance and operating costs. The agreements establish anticipated delivery dates for construction and delivery of segments along the route of Adelphia Business Solutions' networks. The agreements provide for penalties in the event of delay of segments and, in certain circumstances, allow Adelphia Business Solutions to terminate non-delivered segments of the contracts. AT&T Lease Agreement On December 31, 1997 the Company consummated an agreement for a $24.5 million long-term lease facility from AT&T Capital Corporation (the "AT&T Lease Agreement"). The AT&T Lease Agreement provides financing for certain of the networks' switching equipment. Included in the AT&T Lease Agreement is the sale and leaseback of certain switching equipment for which the Company received $14.9 million. The terms of the switching equipment leases under the AT&T Lease Agreement are seven and one half years, commencing December 31, 1997. The AT&T Lease Agreement requires the Company to maintain and insure the leased equipment and prohibits the Company from subleasing the equipment, except to certain designated Company subsidiaries. Under the AT&T Lease Agreement, the Company is required to indemnify AT&T Capital Corporation for certain claims with respect to the leased equipment and for certain tax liabilities Management Agreements Generally, the Company or a wholly-owned subsidiary of the Company provides the three operating joint ventures with the following services pursuant to a management agreement for a fee based on the Company's cost of providing such services: general management, monitoring, marketing, regulatory processing, accounting, engineering, designing, planning, construction, maintenance, operations, service ordering and billing. The term of the typical Management Agreement is three or five years and automatically renews for continuous one-year periods unless one party provides the other with written notice that it intends to terminate the agreement. The Company Networks Network Development and Design Prior to any network construction in a particular market, the Company's corporate development staff reviews the demographic, economic, competitive and communications demand characteristics of the market. These characteristics generally include market location, the size of the communications market, the number and size of business, educational and government end users and the economic prospects for the area. In addition, the Company also carefully analyzes Local Exchange Carriers Central Office, or LEC-CO, access line demographic data. The Company also analyzes market size utilizing a variety of data, including available estimates of the number of interstate access and intrastate private lines in the region, which is available from the FCC. If a particular market targeted for development is deemed to have sufficiently attractive demographic, economic, competitive and communications demand characteristics, the Company's network planning and design personnel, generally working in conjunction with the Company's local partner, Adelphia, or one of Adelphia's affiliates, design a large regional network targeted to provide access to the identified business, educational and government end user revenue base and to the IXC POPs and the LEC-COs in the geographic area covered by the proposed network. The actual network design is influenced by a number of market, cost and technical factors including: (i) availability and ease of fiber deployment; (ii) location of LEC-COs and IXC POPs; (iii) the Company's market information; and (iv) cost of construction. The Company relies on the performance and related financial condition of its supplies, parties to its IRU's, other industry vendors and customers. If the ability of these parties to perform their agreements with the Company were adversely affected due to financial or other problems, it could have an adverse effect on the Company. Network Construction The Company's networks are constructed to cost-effectively access areas of significant end user communications traffic, as well as the majority of the LEC-COs, POPs and most of the IXCs. The Company establishes general requirements for network design including engineering specifications, fiber type and amount, construction timelines and quality control. The Company's 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 In Coudersport, Pennsylvania, the Company has built the Network Operating Control Center, or NOCC, which is equipped with state-of-the-art system monitoring and control technology. The NOCC is a single point interface for monitoring all of the Company's networks and provisioning all services and systems necessary to operate the networks. The NOCC supports all of the Company's 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 the Company's anticipated growth. The NOCC is utilized for a variety of network management and control functions including monitoring, managing and diagnosing the Company's SONET networks, central office equipment, customer circuits and signals and the Company's switches and associated equipment. The NOCC is also the location where the Company provisions, coordinates, tests and accepts all orders for switched and dedicated circuits. In addition, the NOCC maintains the database for the Company's circuits and network availability. Network personnel at the NOCC also develop and distribute a variety of software utilized to manage and maintain the networks. Equipment Supply The Company purchases fiber optic transmission and other electronic equipment from Lucent, Fujitsu, Tellabs and other suppliers at negotiated prices. The Company expects that fiber optic cable, equipment and supplies for the construction and development of its networks will continue to be readily available from Lucent, Fujitsu, Tellabs and other suppliers as required. The Company has negotiated multi-year contracts for equipment with Lucent, Fujitsu and Tellabs. Connection 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 the operating company's central office. Signals are sent simultaneously on both primary and alternate protection paths through a network backbone to the Company's central office. Within each building, Company-owned internal wiring connects the Company's fiber optic terminal equipment to the customer premises. Customer equipment is connected to Company-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 the Company's central office where it can be reconfigured for routing to its ultimate destination on the network. The Company locates its fiber optic equipment in space provided by the building owner or, more typically, on a customer's premises. IXCs often enter into discussions with building owners to allow the Company to serve the IXCs' customers. This network configuration enables the Company to share electronic equipment among multiple customers, causes little interruption for customers during installation and maintenance and allows the Company to introduce new services rapidly and at low incremental cost. Employees As of December 31, 2000, the Company employed 2,774 employees. In support of the Company's operations, the Company also regularly uses the services of its local partners, employees and contract technicians for the installation and maintenance of its networks. None of the Company's employees are represented by a collective bargaining agreement. The Company believes that the Company's relationships with their respective employees are good. During January 2001, the Company reduced its national staff by approximately 8% as a result of the Company's revised network expansion plan. Most of the affected employees were located in markets in which the Company has stopped expansion. Competition The Company faces competition from many competitors with significantly greater financial resources, well-established brand names and large, existing installed customer bases. Moreover, we expect the level of competition to intensify in the future. In each of the markets served by the Company's networks, the services offered by the Company compete principally with the services offered by the ILEC serving that area. ILECs 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. The Telecommunications Act of 1996 (the "Telecommunications Act") and associated federal and state regulatory initiatives are intended to provide increased business opportunities to competitive local exchange carriers ("CLECs") such as the Company. However, regulators may provide ILECs with increased pricing flexibility for their services, or other significant regulatory relief, as competition increases or for other reasons. Further, if a Regional Bell Operating Company ("RBOC") is authorized to provide long distance service originating in one or more states by fulfilling the market operating provisions of the Telecommunications Act, the RBOC may be able to offer "one stop shopping" that would be competitive with the Company's offerings. To date, the FCC has approved applications for such authority for Verizon (formerly Bell Atlantic) in New York and for SBC in Texas, Oklahoma and Kansas. These approvals may well 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 the Company. 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 the Company's markets. Other combinations have occurred in the industry, which may have an effect on the Company, such as the combination of AT&T Corp. with MediaOne, Bell Atlantic with GTE, which became Verizon Communications, Qwest with US West, and AOL with Time Warner. The effects of these combinations are unknown at this time. The Company believes that combinations of RBOCs and others will pose a greater competitive threat to the Company's 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 ILEC. The Company also faces, and will continue to face, competition from other current and potential market entrants, including other CLECs and data-centric local providers, ILECs which are not subject to RBOC restrictions on long distance, AT&T, MCIWorldCom, 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 the Company has generally good relationships with 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 the Company's services when entering the market for local exchange services. Regulation Government Overview A significant portion of the services provided by the Company and its networks are subject to regulation by federal, state and local government agencies. Future federal or state regulations and legislation may be less favorable to the Company than current regulation and legislation and therefore may have a material and adverse impact on its business and financial projects. In addition, the Company may expend significant financial and managerial resources to participate in proceedings setting rules at either the federal or state level, without achieving a favorable result. Federal Legislation and Regulation The Telecommunications Act, enacted in 1996, establishes local exchange competition as a national policy. This act is intended to remove state regulatory barriers to competition. To do so, it imposes numerous requirements to facilitate the provision of local telecommunications services by multiple providers. For instance, local carriers must interconnect their networks, transfer their customers' telephone numbers to each other when customers change carriers, and compensate each other for local traffic they exchange. ILECs have additional duties, such as providing competitors with network interconnection at any technically feasible point, with access to unbundled network elements, and with collocation at ILEC premises, among other things. Finally, the FCC is responsible for implementing rules relating to these requirements as well as universal service subsidies, charges for access to long distance carriers, access to buildings, customer privacy, and services for the disabled. The Telecommunications Act prohibits state and local governments from enforcing any law, rule or legal requirement that prohibits or has the effect of prohibiting any entity from providing interstate or intrastate telecommunications services. On the other hand, states may adopt laws necessary to preserve universal service, protect public safety and welfare, ensure the continued quality of telecommunications services and safeguard the rights of consumers, and localities may manage public rights-of-way. There have been numerous disputes over what conditions a local government may impose on CLECs as part of a "franchise" to occupy the public right-of-way. The results of these cases have been mixed, in some cases sustaining, and in others rejecting, burdensome financial and/or operational requirements. The Company has successfully challenged states' attempts to limit competition in certain rural areas. One state has requested a stay of the favorable FCC order. Depending on the result, the Company's expansion plans may be adversely affected. The FCC is charged with the broad responsibility of implementing the local competition provisions of the Telecommunications Act. It has done so by promulgating rules which encourage increased local competition. The FCC's rules have been and likely will continue to be subject to litigation, but in most significant respects they have ultimately been upheld by the courts. The FCC's rules for setting the prices that ILECs may charge CLECs for use of their networks remain in litigation. These rules are generally viewed as favorable to CLECs. There can be no assurance that these rules will be sustained by the courts. Many CLECs have experienced difficulties with the ILECs' fulfillment of their duties with respect to provisioning, interconnection, rights-of-way, collocation and implementing the systems used by CLECs to order and receive unbundled network elements and wholesale service from the ILECs. Coordination with ILECs is necessary for new carriers such as the Company to provide local service to customers on a timely and competitive basis. The Telecommunications Act created incentives for RBOCs to cooperate with new carriers, allowing the RBOCs to offer long distance services originating in their region, if the RBOC satisfies statutory conditions designed to open their local markets to competition, but ILECs may not view that incentive as sufficient to justify willing compliance with their obligations under the Telecommunications Act. Moreover, the Company cannot be assured that RBOCs will be accommodating to the Company's networks once they are permitted to offer long distance service, as they have thus far in New York, Texas, Oklahoma and Kansas. If the Company's networks cannot obtain the cooperation of an RBOC for any reason, the Company's networks' ability to offer local services in such region on a timely and cost effective basis would be adversely affected. The FCC has adopted rules designed to make it easier and less expensive for CLECs to obtain collocation at ILEC central offices by, among other things, restricting the ILECs' ability to prevent certain types of equipment from being collocated, requiring ILECs to offer alternative collocation arrangements to CLECs, and establishing nationwide guidelines for how long it should take to establish a collocation arrangement. The FCC has also required ILECs to allow CLECs to use the high-frequency portion of the spectrum on a customer line to offer data services even if the CLEC does not provide the customer with voice service. While the intent of these rules is to facilitate competition by CLECs such as the Company's networks, ILECs continue to resist the rules and it remains uncertain that they will prove significant in practical terms. ILECs generally contest the claim that the obligation to pay reciprocal compensation to CLECs applies to local telephone calls terminating to ISPs. The ILECs claim that this traffic is interstate in nature and therefore should be exempt from compensation arrangements applicable to local, intrastate calls. Most states have required ILECs to pay ISPs reciprocal compensation. The FCC accepted this logic, but ruled that this general conclusion did not supercede any state ruling that compensation is required under a particular contract or prevent a state from imposing compensation on a prospective basis. On March 24, 2000, a federal court of appeals vacated the FCC's ruling. The matter is now before the FCC for further consideration. The FCC's order on remand, and/or subsequent state rulings, could affect the costs incurred by ISPs and CLECs and the demand for their offerings. An unfavorable outcome could materially affect the Company's potential future revenues. Several ILECs have initiated legislative efforts to remove certain obligations imposed in the Telecommunications Act with respect to RBOC-provisioned high-speed data services, including, among other things, the obligation to unbundle and offer for resale such services. In addition, the ILECs are seeking to provide high-speed data services on an interLATA basis without first opening their markets to competition in accordance with the Telecommunications Act. The FCC reaffirmed in late 1999 that such services are subject to the resale and unbundling obligations of the Telecommunications Act. This decision is under review by the courts. In addition, there are numerous bills being considered by Congress which would deregulate advanced services. These outcomes could have a material adverse effect on the Company. Any of the regulatory changes discussed above could require renegotiation of relevant portions of existing interconnection agreements, or subject them to additional court and regulatory proceedings. It remains to be seen whether the networks can continue to obtain and maintain interconnection agreements on terms acceptable to them in every state. The FCC also manages universal service subsidies for rural, high-cost, and low-income markets, qualifying schools and libraries and services provided to rural health care providers. It currently assesses the Company's networks for such payments and other subsidies on the basis of certain revenue for the previous year. Various states also implement their own universal service programs to which the Company is subject. When the Company's networks provide interexchange telecommunications service to customers who receive local service from another carrier, the Company will generally be required to pay the other carrier access charges. Similarly, when another carrier provides interexchange service to a customer who receives local service from the Company, the other carrier owes the Company access charges. ILEC interstate access charges are subject to extensive regulation by the FCC; CLEC access charges are subject to less regulation but still must be just, reasonable, and not unreasonably discriminatory. Some of the interexchange providers to whom the Company's networks provide access services, including AT&T and Sprint, have refused to pay access charges that exceed the access charges of the ILEC in any given geographic area, leading to litigation. While the Company's networks have not experienced any such challenges to their rights to collect access charges, they could experience them in the future. The FCC has initiated a proceeding to investigate whether CLEC access charges should be subjected to more stringent regulation. The manner in which the FCC regulates or lowers access charge levels could have a material effect on the ability of the Company's networks to compete in providing interstate access services and terminating and originating long distance traffic. The FCC has ruled that non-dominant IXCs, such as the Company, will no longer be able to file tariffs with the FCC concerning their interexchange long distance services. This ruling deprives the Company of the advantages of being able to rely on terms and conditions contained in a filed tariff, requiring instead reliance on individual contracts. The FCC also presides over ongoing proceedings addressing a variety of other matters, including number portability, Internet-Protocol telephony, slamming, rights of way, building access, numbering resources, pole attachments, customer privacy, wire tapping, and services to the disabled. The outcome of any such proceedings may adversely affect the Company and its ability to offer service in competition with LECs. State Regulation Most State Public Utility Commissions ("PUCs") require companies that wish to provide intrastate common carrier services to be certified to provide such services. These certifications generally require a showing that the carrier has adequate financial, managerial and technical resources to offer the proposed services in a manner consistent with the public interest. The certificates or other authorizations held by the Company permit it to provide a full range of local telecommunications services, including basic local exchange service. In certain states, each of the Company, its subsidiaries and the Company's networks may be subject to additional state regulatory requirements, including tariff filing requirements, to begin offering the telecommunications services for which such entities have been certificated. In some states, the Company network tariff lists a rate range or sets prices on an individual case basis. Many states also have additional regulatory requirements such as reporting and customer service and quality requirements, and universal service contributions, all of which are subject to change and may adversely affect the Company. In addition, in virtually every state, the Company is subject to the outcome of proceedings by the state commission that address regulation of LECs and CLECs, competition, geographic build-out, mandatory detariffing, service requirements, and universal service issues. In addition to obtaining certification, a Company network must negotiate terms of interconnection with the ILEC before it can begin providing switched services. To date, the Company's networks have negotiated interconnection agreements with one or more of the ILECs, in each state in which they have been certificated. Agreements are subject to State PUC approval. The Company is subject to requirements in some states to obtain prior approval for, or notify the commission of any transfers of control, sales of assets, corporate reorganizations, issuance of stock or debt instruments, name changes and other transactions that may effect a change in the way that the Company does business. Although the Company believes such authorization can be obtained, there can be no assurance that the state commissions would grant the Company authority to complete any transactions Local Government Authorizations A Company network may be required to obtain from municipal authorities street opening and construction permits, or operating franchises, to install and expand its fiber optic networks in certain cities. In some cities, the Local Partners or subcontractors may already possess the requisite authorizations to construct or expand the Company's networks. A Company network or its Local Partners also may be required to obtain a license to attach facilities to utility poles in order to build and expand facilities. Because utilities that are owned by a cooperative or municipality are not subject to federal pole attachment regulation, there are no assurances that a Company network or its Local Partners will be able to obtain pole attachments from these utilities at reasonable rates, terms and conditions. In some of the areas where the Company's networks provide service, their Local Partners pay license or franchise fees based on a percent revenues or some other measure such as quantity of facilities installed. In addition, in areas where the Company does not use its own facilities or those constructed by a Local Partner, the Company's networks may be required to pay such fees. There are no assurances that certain municipalities that do not currently impose fees will not seek to impose fees in the future, nor is there any assurance that, following the expiration of existing franchises, fees will remain at their current levels. In addition, some municipalities may seek to impose requirements or fees on users of transmission facilities, even though they do not own such facilities. In many markets, other companies providing local telecommunications services, particularly the ILECs, currently are excused from paying license or franchise fees or pay fees that are materially lower than those required to be paid by the Company network or Local Partner. The Telecommunications Act requires municipalities to charge nondiscriminatory fees to all telecommunications providers, but it is uncertain how quickly this requirement will be implemented by particular municipalities in which the Company operates or plans to operate or whether it will be implemented without a legal challenge initiated by the Company or another CLEC. Such legal challenges by other CLECs have produced mixes results, with some municipal requirements that the Company believes are discriminatory or otherwise illegal being judicially upheld. If any of the existing local partner agreements or fiber lease agreements held by a Local Partner or a Company network for a particular market were terminated prior to its expiration date, such termination could have a material adverse effect on the Company. ITEM 2. PROPERTIES The Company leases its principal executive offices from Adelphia in Coudersport, Pennsylvania and leases its offices in Pittsburgh, Pennsylvania and other cities in which the Company has networks. Additionally, the Company owns its NOCC facilities which are also located in Coudersport, Pennsylvania. All of the fiber optic cable, fiber optic communications equipment and other properties and equipment used in the networks, are owned or leased by the Company and its subsidiaries or in certain circumstances, the 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, the Company's total communications equipment in service consists of fiber optic communications equipment, fiber optic cable, switches and 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. Substantially all of the fiber optic communications equipment used in the Company's networks is housed in multiple leased facilities in various locations throughout the metropolitan areas served by the Company. The Company believes that its properties and those of its subsidiaries or joint ventures are adequate and suitable for their intended purpose. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. Executive Officers of the Registrant The executive officers of the Company are: NAME AGE POSITION John J. Rigas... 76 Chairman and Director James P. Rigas.. 43 Vice Chairman, Chief Executive Officer, President and Director Michael J. Rigas 47 Vice Chairman, Secretary and Director Timothy J. Rigas 44 Vice Chairman, Chief Financial Officer, Treasurer and Director John J. Rigas is the Chairman of the Board of Directors of the Company. He also is the founder, Chairman, Chief Executive Officer and President of Adelphia. 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 Bank Corp., Inc., Coudersport, Pennsylvania and a member of the Board of Directors of the Charles Cole Memorial Hospital. He is a director of the National Cable Television Association and a member of its Pioneer 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. James P. Rigas is Vice Chairman, Chief Executive Officer, President and a Director of the Company, Executive Vice President, Strategic Planning and a Director of Adelphia and a Vice President and Director of Adelphia's other subsidiaries. Mr. Rigas currently spends substantially all of his time on concerns of the Company. He has been with Adelphia since 1986. 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. Michael J. Rigas is Vice Chairman, Secretary and a Director of the Company, Executive Vice President, Operations and a Director of Adelphia and a Vice President and Director of Adelphia's other subsidiaries. He has been with Adelphia since 1981. 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 Vice Chairman, Chief Financial Officer, Treasurer and a Director of the Company, Executive Vice President, Chief Accounting Officer, Treasurer and a Director of Adelphia, and a Vice President and Director of Adelphia's other subsidiaries. He has been with Adelphia since 1979. Mr. Rigas graduated from the University of Pennsylvania, Wharton School, with a B.S. degree in Economics (cum laude) in 1978. PART II (Dollars in thousands, except per share amounts) ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS Market Performance 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 Business Solutions' NASDAQ-NMS symbol is "ABIZ". Prior to October 25, 1999, the Company's NASDAQ-NMS symbol was "HYPT". The following table sets forth the range of high and low closing bid prices of the Class A common stock on NASDAQ/NMS. Such bid 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 $ 16 3/8 $ 8 5/8 June 30, 1999 $ 18 7/8 $ 11 September 30, 1999 $ 25 $ 15 1/2 December 31, 1999 $ 51 1/4 $ 24 11/16 March 31, 2000 $ 67 1/2 $ 46 1/2 June 30, 2000 $ 60 $ 21 1/4 September 30, 2000 $ 23 $ 8 December 31, 2000 $ 10 3/8 $ 3 7/16 As of March 28, 2001 there were 416 holders of record of the Company's Class A common stock, par value $0.01 per share and 23 holders of record of the Company's Class B common stock, par value $0.01 per share. Dividends The Company has never declared any cash dividends on any of its respective equity securities. Covenants in the indenture pursuant to which the Company's Senior Discount Notes, Senior Secured Notes and Senior Subordinated Notes were issued restrict the ability of the Company to pay cash dividends on its capital stock. Sale of Unregistered Securities During June 2000, Adelphia exercised a warrant to purchase 913,380 shares of Class A common stock of the Company at a price of $6.15 per share. Adelphia purchased the warrant in May 1998 from WorldCom in connection with the Company's IPO. Total proceeds to the Company were $5.6 million. These shares were sold in reliance on the exemption under section 4(2) of the Securities Act. In July 2000, Adelphia Business Solutions issued 330,000 shares of Class A common stock to Allegheny in exchange for its interest in a jointly owned network located in State College, Pennsylvania. These shares were sold in reliance on the exemption under section 4(2) of the Securities Act. On March 19, 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, in a private placement in reliance on the exemption under section 4(2) of the Securities Act, Adelphia purchased 11,820,070 and 51,459,624 shares of Class A and Class B Common Stock, respectively, in the rights offering at a price of $7.28 per share. The net proceeds of approximately $460.9 million will be used to pay down the Company's outstanding borrowings under its revolving bank credit facility, all of which, subject to the terms and maturity of that credit facility, may be re-borrowed and used by the Company for general corporate purposes. ITEM 6. SELECTED FINANCIAL DATA (Dollars in thousands, except per share amounts) The following selected consolidated financial data as of and for the nine months ended December 31, 1998 and as of and for the years ended December 31, 1999 and 2000 have been derived from the audited consolidated financial statements of the Company and the related notes thereto. This data should be read in conjunction with the consolidated financial statements and related notes thereto for the nine months ended December 31, 1998, 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 Form 10-K. The balance sheet data as of March 31, 1997 and 1998 and December 31, 1998 and the statement of operations data and the other Company data with respect to the years ended March 31, 1997 and 1998 have been derived from audited consolidated financial statements of the Company not included herein.
Nine Months Ended Year Ended December Year Ended Statement of Operations Data (a) March 31, 31, December 31, ---------------------- --------- ------------------------ 1997 1998 1998 1999 2000 --------- --------- --------- ---------- ----------- Revenues ..................... $ 5,088 $ 13,510 $ 34,776 $ 154,575 $ 351,974 Operating expense: Network operations ......... 3,432 7,804 18,709 58,525 183,314 Selling, general and administrative ............ 6,780 14,314 35,341 142,615 277,198 Restructuring charges ...... -- -- -- -- 5,420 Depreciation and amortization .............. 3,945 11,477 26,671 65,244 114,614 --------- --------- --------- ---------- ----------- Operating loss ............... (9,069) (20,085) (45,945) (111,809) (228,572) Gain on sale of investment ... 8,405 -- -- -- -- Interest income .............. 5,976 13,304 10,233 19,933 3,900 Interest income - affiliate .. -- -- 8,395 8,483 6,282 Interest expense ............. (28,377) (49,334) (38,638) (74,314) (88,576) Other income ................. -- -- 1,113 -- -- Equity in net loss of joint ventures .............. (7,223) (12,967) (9,580) (7,758) (2,858) Extraordinary gain on repurchase of debt .......... -- -- 237 -- -- --------- --------- --------- ---------- ----------- Net loss ..................... (30,547) (69,082) (74,185) (165,466) (309,824) Dividend requirements applicable to preferred stock -- (12,409) (21,117) (31,618) (35,665) --------- --------- --------- ---------- ----------- Net loss applicable to common stockholders ......... $ (30,547) $ (81,491) $ (95,302) $ (197,084) $ (345,489) ========= ========= ========= ========== =========== Basic and diluted net loss per weighted average share of common stock ....... $ (0.89) $ (2.33) $ (1.80) $ (3.47) $ (4.93) Common stock dividends ....... -- -- -- -- -- Other Company Data (a) EBITDA (b) ................. $ (5,124) $ (8,608) $ (19,274) $ (46,565) $ (108,538) Capital expenditures and company investments (c) ... 79,396 132,889 215,770 477,702 723,185 Cash (used in) provided by operating activities ... (4,823) (6,333) 35,795 17,485 (144,330) Cash used in investing activities ................ (72,818) (266,604) (245,063) (556,194) (736,917) Cash provided by financing activities ...... 137,455 443,873 221,088 298,272 882,657 As of March 31, As of December 31, ---------------------- ------------------------------------- 1997 1998 1998 1999 2000 --------- --------- --------- ---------- ----------- Balance Sheet Data (a): Cash and cash equivalents .... $ 59,814 $ 230,750 $ 242,570 $ 2,133 $ 3,543 Total assets ................. 174,601 639,992 836,342 1,563,703 1,889,466 Long term debt and exchangeable redeemable preferred stock ............. 215,675 735,980 722,783 1,106,026 1,687,523 Common stock and other stockholders' equity (deficiency) ................ (50,254) (118,991) 74,031 279,931 (17,270) (a) The data presented represents financial information for the Company and its consolidated subsidiaries. As of December 31, 2000, three of the Company's networks were owned by joint ventures in which it owned an interest of 50%, and for which the Company reports its interest pursuant to the equity method of accounting consistent with generally accepted accounting principles. During December 2000, the Company sold six markets to Adelphia. As a result, Statement of Operations and Other Company Data includes such networks while Balance Sheet Data excludes such networks as of December 31, 2000. (b) Earnings before interest expense, income taxes, depreciation and amortization, restructuring charges, other non-cash charges, gain on sale of investment, interest income and equity in net loss of joint ventures ("EBITDA") and similar measurements of cash flow are commonly used in the telecommunications industry to analyze and compare telecommunications companies on the basis of operating performance, leverage, and liquidity. While EBITDA is not an alternative to operating income as an indicator of operating performance or an alternative to cash flows from operating activities as a measure of liquidity, all as defined by generally accepted accounting principles, and while EBITDA may not be comparable to other similarly titled measures of other companies, the Company's management believes EBITDA is a meaningful measure of performance. (c) For the fiscal years ended March 31, 1997 and 1998, the nine months ended December 31, 1998, and the years ended December 31, 1999 and 2000, the Company's capital expenditures (including capital expenditures relating to its wholly-owned operating companies) were $24.6, $68.6, $146.8, $453.2, and $712.8 million, respectively, and the Company's investments in its less than wholly-owned operating companies were $34.8, $64.3, $69.0, $24.5 and $10.4 million, respectively, for the same periods. In addition, during the fiscal year ended March 31, 1997, the Company invested $20.0 million in fiber assets and a senior secured note.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS See Safe Harbor Statement following the table of contents, which section is incorporated by reference herein. Overview The "Company" or "Adelphia Business Solutions" means Adelphia Business Solutions, Inc. together with its majority-owned subsidiaries, except where the context otherwise requires. Unless the context otherwise requires, references herein to the networks mean (i) the 22 telecommunications networks in operation or under construction as of May 8, 1998, the date of the Company's initial public offering (the "Original Markets"), which are owned by wholly-and majority-owned subsidiaries or by two joint venture partnerships or limited liability companies managed by the Company and in which the Company holds a 50% equity interest with one or more other partners, and are broken into two subcategories, the 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) the additional networks operational or under development subsequent to May 8, 1998 (the "New 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"). During December 2000, the Company sold to a subsidiary of Adelphia certain network and telecommunications assets. The assets sold related to six markets in Virginia, Colorado, California and Ohio which the Company has decided not to pursue as part of the revised business plan. Network or market information presented in this Form 10-K includes these six markets. Adelphia Business Solutions is a leading provider of facilities-based integrated communications services to customers that include businesses, governmental and educational end users and other communications services providers primarily throughout the eastern United States. As of December 31, 2000, the Company 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. To serve the Company's customers' broad and expanding communications needs, the Company has assembled a diverse collection of high-bandwidth, local and national network assets. The Company intends to integrate these assets with advanced communications technologies and services in order to provide comprehensive end-to-end communications services over its networks. The Company provides customers with communications services such as local switch dial tone (also known as local phone service), long distance service, high-speed data transmission and Internet connectivity. The Company's customers have a choice of receiving these services separately or as bundled packages which are typically priced at a discount when compared to the price of the separate services. In order to take advantage of the improved economic returns and better customer service from providing services "on-net," or over the Company's own network, the Company is in the process of further expanding the reach of its network system. The Company's Original Markets are principally located in the eastern half of the United States. Due to the Company's success in operating and expanding the Original Markets, the Company intends to serve approximately 80 total markets by the end of the year 2001, leveraging the Company's existing and planned switching platforms and inter-city fiber networks. The Company believes that the full buildout of this footprint will position it to address approximately 53% of the 60 million business access lines nationwide, which currently represent approximately $70 billion in annual revenues. This network system expansion includes the purchase, lease or construction of local fiber optic network facilities and the interconnection of all of the Company's existing and new markets with its own fiber optic facilities. The Company will also implement various technologies including dense wave division multiplexing, or DWDM, to provide greater bandwidth capacity on its local and long-haul network system. Once fully installed, the long-haul fiber optic backbone in the eastern half of the United States, combined with the Company's local fiber will support the Company's full line of communication service offerings. Financing Transactions During June 2000, Adelphia exercised a warrant to purchase 913,380 shares of Class A Common Stock of the Company at a price of $6.15 per share. Adelphia purchased the warrant in May 1998 from WorldCom in connection with the Company's IPO. The total proceeds to the Company were $5.6 million. The Company and certain of Adelphia's other subsidiaries and affiliates are party to a joint bank credit facility. As part of this facility, the Company and its subsidiaries have the ability to borrow up to an aggregate of $500.0 million, which would be guaranteed by other members of the borrowing group, subject to compliance by the entire borrowing group with certain covenants and financial tests. As of December 31, 2000, a subsidiary of the Company had borrowed $500.0 million under this new credit facility. In addition, the Company has agreed to pay a subsidiary of Adelphia approximately $15.0 million as a fee for placing the credit facility. The interest rate at which the Company has borrowed these funds is 12 1/2%, a portion of which is payable to a subsidiary of Adelphia. For the year ended December 31, 2000, the Company recorded $7.0 million in interest expense relating to the portion of interest due to the subsidiary of Adelphia. During March 2001, the Company issued and sold 25,222 shares of Class A common stock to the public in a rights offering at a price of $7.28 per share. Simultaneously, the Company issued and sold 11,820,070 and 51,459,624 shares of Class A and Class B common stock, respectively in the rights offering to Adelphia at a price of $7.28 per share. Total proceeds to the Company were $460.9 million. Acquisition of Partner Interests During July 2000, the Company 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 the Company's Class A common stock. This purchase increased the Company's 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 the Company effective from the date acquired. Sale of Operating Networks During December 2000, the Company sold to a subsidiary of Adelphia certain network and telecommunications assets. The assets sold related to six markets in Virginia, Colorado, California and Ohio which the Company has decided not to pursue as part of the revised business plan. The aggregate purchase price for these transactions was approximately $87.5 million plus the assumption of certain liabilities. The results of operations discussed in Management's Discussion and Analysis of Financial Conditions and Results of Operations include these six markets. Results of Operations Twelve months Ended December 31, 2000 in Comparison with twelve months Ended December 31, 1999 Revenues The primary sources of revenues, reflected as a percentage of total revenue, were as follows: Twelve Months Ended December 31, 1999 2000 ------- -------- Local Services 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 128% to $352.0 million for the twelve months ended December 31, 2000, from $154.6 million in the prior twelve-month period. Amounts The increase is attributable to the following: (in thousands) -------------- 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 Network Operations Network operations expense increased 213% to $183.3 million for the twelve months ended December 31, 2000, from $58.5 million in the prior twelve-month period. Amounts The increase is attributable to the following: (in thousands) -------------- Growth in Original Markets $ 40,938 Acquisition of local partner interests 8,299 Expansion Markets 72,343 Network Control Center 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% to $277.2 million for the twelve months ended December 31, 2000, from $142.6 million in the prior twelve-month period. Amounts The increase is attributable to the following: (in thousands) -------------- 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 and executive severance was $5.4 million for the twelve months ended December 31, 2000 primarily as a result of the Company's revised network expansion plan. Depreciation Depreciation and amortization expense increased 76% to $114.6 million during the twelve months ended December 31, 2000, from $65.2 million in the prior twelve-month period 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 Income Interest income decreased to $3.9 million during the twelve months ended December 31, 2000 from $19.9 million in the prior twelve-month period as a result of the payment of interest due to the Company from Telergy received in 1999 as well as decreases in interest income resulting from lower amounts of cash and cash equivalents and U.S. Government securities. Interest Income - Affiliate Interest income - affiliate decreased 26% to $6.3 million during the twelve months ended December 31, 2000 from $8.5 million in the prior twelve-month period as a result of lower demand advances made to Adelphia. Interest Expense Interest expense increased 10% to $81.6 million for the twelve months ended December 31, 2000, from $74.3 million in the prior twelve-month period as a result of the draws on the credit facility. Interest Expense - Affiliate Interest expense - affiliate was $7.0 million as a result of draws on the credit facility discussed previously and incremental payments of interest to Adelphia in connection with these draws. Equity in Net Loss of Joint Ventures Equity in net loss of joint ventures decreased by 63% to $2.9 million for the twelve months ended December 31, 2000, from $7.8 million in the prior twelve-month period as a result of the consolidation of several joint ventures resulting from the purchase of the local partners' interests, and 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 being offset by 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 the Company decreased from four at December 31, 1999 to three at December 31, 2000. These networks paid management and monitoring fees to the Company, which are included in revenues, aggregating approximately $7.6 million for the twelve months ended December 31, 2000, an increase of approximately $2.6 million over the prior twelve-month period. The non-consolidated networks' net losses, including networks under construction, for the twelve months ended December 31, 1999 and 2000, aggregated approximately $15.2 million and $6.2 million, respectively. Preferred Stock Dividends Preferred stock dividends increased 13% to $35.7 million during the twelve months ended December 31, 2000 from $31.6 million during the prior twelve-month period. The increase was due to a higher outstanding preferred stock base resulting from the payment of dividends in additional shares of preferred stock. Twelve months Ended December 31, 1999 in Comparison with twelve months Ended December 31, 1998 Revenues The primary sources of revenues, reflected as a percentage of total revenue, were as follows. Twelve Months Ended December 31, 1998 1999 ------- -------- Local Services 53.0% 69.2% Dedicated Access 37.5% 21.1% Management Fees 9.3% 3.2% Enhanced Services --- 3.1% Long Distance 0.1% 1.1% Other 0.1% 2.3% Revenues increased 290% to $154.6 million for the twelve months ended December 31, 1999, from $39.6 million in the prior twelve-month period. Amounts The increase is attributable to the following: (in thousands) -------------- Growth in Original Markets $ 75,978 Acquisition of local partner interests 27,955 Expansion Markets 9,798 Management fees 1,247 Network Operations Expense Network operations expense increased 175% to $58.5 million for the twelve months ended December 31, 1999 from $21.3 million in the prior twelve-month period. Amounts The increase is attributable to the following: (in thousands) -------------- Growth in Original Markets $ 17,270 Acquisition of local partner interests 8,381 Expansion Markets 10,888 Network Control Center 701 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 Selling, general and administrative expense increased 251% to $142.6 million for the twelve months ended December 31, 1999 from $40.6 million in the prior twelve-month period. Amounts The increase is attributable to the following: (in thousands) -------------- 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 11,830 Depreciation and Amortization Depreciation and amortization expense increased 110% to $65.2 million during the twelve months ended December 31, 1999 from $31.1 million in the prior twelve-month period 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 interest. Interest Income Interest income for the twelve months ended December 31, 1999 increased 28% to $19.9 million from $15.6 million in the prior twelve-months period as a result of the payment of interest due the company from Telergy as discussed previously, offset by decreases in interest income resulting from lower amounts of cash and cash equivalents and U.S. government securities. Interest Income - Affiliate Interest income - affiliate remained relatively unchanged at $8.5 million for the twelve months ended December 31, 2000 as compared to $8.4 million in the prior twelve-month period. Interest Expense Interest expense increased 43% to $74.3 million during the twelve months ended December 31, 1999 from $52.0 million in the prior twelve-month period as a result of the issuance of the 12% Senior Subordinated Notes due 2007, partially offset by an increase in the amount of interest capitalized on projects under construction in 1998. Equity in Net Loss of Joint Venture Equity in net loss of joint ventures decreased by 41% to $7.8 million during the twelve months ended December 31, 1999 from $13.3 million in the prior twelve-month period as a result of the consolidation of several joint ventures resulting from the purchase of the local partners' interests, and 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 networks paying management fees to the Company decreased from eight at December 31, 1998 to four at December 31, 1999. These networks paid management and monitoring fees to the Company, which are included in revenues, aggregating approximately $4.9 million for the twelve months ended December 31, 1999, an increase of approximately $1.2 million 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 $28.4 million and $15.2 million, respectively. Preferred Stock Dividends Preferred stock dividends increased by 14% to $31.6 million during the twelve months ended December 31, 1999 from $27.7 million during the prior twelve-month period. The increase is due to a higher outstanding preferred stock base resulting from the payment of dividends in additional shares of preferred stock. Supplementary Network Financial Analysis At December 31, 2000, 54 of the 75 operational markets had been in operation for two years or less, while the remaining 21 markets have been in operation for more than two years. In order to provide an additional measure of the financial position, growth and performance of the Company and its networks, management analyzes the aggregates operational markets based on the year or years in which the markets became operational. The Original Markets, including nonconsolidated joint ventures, are broken down into two categories, those which began operations in 1996 or before and those which began operations in 1997 or 1998. The Expansion Markets are also broken down into two categories, those which began operations in 1999 and those which began operations in 2000. The following table provides information relating to the aggregation of those markets. This financial information, however, is not indicative of the Company's overall historical financial position or results of operations.
Adelphia Business Solutions, Inc. Unaudited Combined Results of Original and Expansion Markets Before allocation of Corporate Overhead (a) Quarter Ended December 31, 2000 Quarter Ended September 30, 2000 ---------------------------------------------------- --------------------------------------------------- Original Expansion Original Expansion Markets Markets Markets Markets ------------------ ----------------- ------------------ ----------------- (dollars in Class Class Class Class Total Class Class Class Class Total thousands) of of of of Operating of of of of Operating 1996 1997/98 1999 2000 Results(a) 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- --------- -------- -------- -------- ---------- Revenue ........... $ 81,936 $ 14,825 $ 22,275 $ 2,005 $ 121,041 $ 78,168 $ 14,061 $ 18,829 $ 105 $ 111,163 Direct Operating Expenses ......... 22,440 6,365 26,060 2,370 57,235 20,933 6,575 23,986 879 52,373 -------- -------- -------- -------- ---------- --------- -------- -------- ------- --------- Gross Margin ...... 59,496 8,460 (3,785) (365) 63,806 57,235 7,486 (5,157) (774) 58,790 Gross Margin Percentage ....... 72.6% 57.1% (17.0%) (18.2%) 52.7% 73.2% 53.2% (27.4%) NM 52.9% Sales, General and Administrative Expenses ......... 27,970 5,644 22,781 6,031 62,426 30,171 5,296 21,689 3,519 60,675 -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA before allocation of Corporate Overhead (b) ..... $ 31,526 $ 2,816 $(26,566) $ (6,396) $ 1,380 $ 27,064 $ 2,190 $(26,846) $(4,293) $ (1,885) -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA as a Percentage of Revenues ......... 38.5% 19.0% (119.3%) NM 1.1% 34.6% 15.6% (142.6%) NM (1.7%) December 2000 Quarter vs. September 2000 Quarter Percentage Change Comparison --------------------------------------------------- Original Expansion Markets Markets ------------------ ----------------- Percent Change Class Class Class Class Total Comparison of of of of Operating 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- Revenue ........... 4.8% 5.4% 18.3% NM 8.9% Direct Operating Expenses ......... 7.2% (3.2%) 8.6% NM 9.3% -------- -------- -------- -------- ---------- Gross Margin ...... 4.0% 13.0% (26.6%) NM 8.5% Sales, General and Administrative Expenses ......... (7.5%) 6.6% 5.0% NM 2.9% -------- -------- -------- -------- ---------- EDITDA before allocation of Corporate Overhead (b) ..... 16.5% 28.6% 1.0% NM NM -------- -------- -------- -------- ---------- (a) The above table summarizes operating results before the allocation of corporate overhead for Adelphia Business Solutions' Original and Expansion Markets, grouped by the year or years in which operations commenced. Operating Results are presented before an allocation of Corporate Overhead for network operating control center, engineering and other administrative support functions totaling $23.7 million in the December 2000 quarter and $17.1 million in the September 2000 quarter and before a bad debt provision for previously recorded revenues of $15 million in the December 2000 quarter. The Original Markets include fourteen markets in the Class of 1996 and eight markets in the Class of 1997/1998. The Expansion Markets include thirty markets in the Class of 1999 and twenty-nine markets in the Class of 2000. (b) Earnings before interest, income taxes, depreciation and amortization, restructuring charges, other income/expense and non-cash stock compensation ("EBITDA") and similar measures of cash flow are commonly used in the telecommunications industry to analyze and compare telecommunications companies on the basis of operating performance, leverage, and liquidity. While EBITDA is not an alternative indicator of operating performance or an alternative to cash flows from operating activities as a measure of liquidity as defined by GAAP, and while EBITDA may not be comparable to other similarly titled measure of other companies, management of Adelphia Business Solutions believes that EBITDA is a meaningful measure of performance.
Adelphia Business Solutions, Inc. Unaudited Combined Results of Original and Expansion Markets Continued Before allocation of Corporate Overhead (a) Quarter Ended December 31, 2000 Quarter Ended December 31, 1999 ---------------------------------------------------- --------------------------------------------------- Original Expansion Original Expansion Markets Markets Markets Markets ------------------ ----------------- ------------------ ----------------- (dollars in Class Class Class Class Total Class Class Class Class Total thousands) of of of of Operating of of of of Operating 1996 1997/98 1999 2000 Results(a) 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- --------- -------- -------- -------- ---------- Revenue ........... $ 81,936 $ 14,825 $ 22,275 $ 2,005 $ 121,041 $ 52,740 $ 8,121 $ 6,462 $ --- $ 67,053 Direct Operating Expenses ......... 22,440 6,365 26,060 2,370 57,235 11,221 4,009 7,743 --- 23,073 -------- -------- -------- -------- ---------- --------- -------- -------- ------- --------- Gross Margin ...... 59,496 8,460 (3,785) (365) 63,806 41,249 4,112 (1,381) --- 43,980 Gross Margin Percentage ....... 72.6% 57.1% (17.0%) (18.2%) 52.7% 78.6% 50.6% (21.4%) --- 65.6% Sales, General and Administrative Expenses ......... 27,970 5,644 22,781 6,031 62,426 22,911 3,264 14,508 420 41,103 -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA before allocation of Corporate Overhead (b) ..... $ 31,526 $ 2,816 $(26,566) $ (6,396) $ 1,380 $ 18,338 $ 848 $(15,890) $ (420) $ 2,877 -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA as a Percentage of Revenues ......... 38.5% 19.0% (119.3%) NM 1.1% 34.9% 10.4% (245.9%) --- 4.3% December 2000 Quarter vs. December 1999 Quarter Percentage Change Comparison --------------------------------------------------- Original Expansion Markets Markets ------------------ ----------------- Percent Change Class Class Class Class Total Comparison of of of of Operating 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- Revenue ........... 56.2% 82.6% 244.7% NM 80.5% Direct Operating Expenses ......... 100.0% 58.8% 232.2% NM 148.1% -------- -------- -------- -------- ---------- Gross Margin ...... 44.2% 105.7% NM NM 45.1% Sales, General and Administrative Expenses ......... 22.1% 72.9% 57.0% NM 51.9% -------- -------- -------- -------- ---------- EDITDA before allocation of Corporate Overhead (b) ..... 71.9% 232.1% NM NM (52.0%) -------- -------- -------- -------- ---------- (a) The table above summarizes operating results before the allocation of corporate overhead for Adelphia Business Solutions' Original and Expansion Markets, grouped by the year or years in which operations commenced. Operating Results are presented before an allocation of Corporate Overhead for network operating control center, engineering and other administrative support functions totaling $23.7 million in the December 2000 quarter and $14.4 million in the December 1999 quarter and before a bad debt provision for previously recorded revenues of $15 million in the December 2000 quarter. The Original Markets include fourteen markets in the Class of 1996 and eight markets in the Class of 1997/98. The Expansion Markets include thirty markets in the Class of 1999 and twenty-nine markets in the Class of 2000. (b) Earnings before interest, income taxes, depreciation and amortization, restructuring charges and executive severance, other income/expense and non-cash stock compensation ("EBITDA") and similar measures of cash flow are commonly used in the telecommunications industry to analyze and compare telecommunications companies on the basis of operating performance, leverage, and liquidity. While EBITDA is not an alternative indicator of operating performance or an alternative to cash flows from operating activities as a measure of liquidity as defined by GAAP, and while EBITDA may not be comparable to other similarly titled measure of other companies, management of Adelphia Business Solutions believes that EBITDA is a meaningful measure of performance
Liquidity and Capital Resources The development of the Company's business and the installation and expansion of the networks, as well as the development of the markets, combined with the construction and expansion of the Company's NOCC, have resulted in substantial capital expenditures and investments during the past several years. Capital expenditures by the Company were $453.2 million and $712.8 million for the years ended December 31, 1999 and 2000, respectively. Further, investments made by the Company in nonconsolidated networks and in LMDS licenses were $24.5 million and $88.0 million for the years ended December 31, 1999 and 2000, respectively. The significant increase in capital expenditures for the year ended December 31, 2000 is largely attributable to capital expenditures necessary to develop the Original Markets and the Expansion Markets, as well as the fiber purchases to interconnect the networks. The Company expects that it will continue to incur substantial capital expenditures in this development effort. The Company also expects to continue to fund operating losses as the Company develops and grows its business. For information regarding recent transactions affecting the Company's liquidity and capital resources, see "Financing Transactions" and "Acquisitions of Partners Interests" above. The Company has experienced negative operating and investing cash flow since its inception. A combination of operating losses, substantial capital investments required to build the Company's networks and its state-of-the-art NOCC, and incremental investments in the joint ventures has resulted in substantial negative cash flow. Expansion of the Company's Original Markets and services and the development of Expansion Markets and additional networks and services requires significant capital expenditures. The Company's operations have required and will continue to require substantial capital investment for (i) the installation of electronics for switched services in the Company's networks, (ii) the expansion and improvement of the Company's NOCC and Original Markets, (iii) the design, construction and development of Expansion Markets and (iv) the acquisition of additional ownership interests in the Original Markets. The Company has made substantial capital investments and investments in joint ventures in connection with the installation of 5ESS switches or remote switching modules in all of its Original Markets and has installed regional super switches in certain key Expansion Markets when such Expansion Markets were operational. To date, the Company has installed switches in all of its Original Markets and plans to provide such services in all of its Expansion Markets on a standard switching platform based on Lucent 5 switch technology. The Company also plans to purchase its partners' interest in the joint ventures when it can do so at attractive economic terms. The Company estimates that, in addition to the cash and cash equivalents on hand and the restricted cash as of December 31, 2000, a total of approximately $500 million will be required to fund the Company's capital expenditures, working capital requirements, operating losses and pro rata investments in the joint ventures during calendar 2001. The Company currently expects calendar 2001 revenues to be in the range of $500 million, with first quarter 2001 revenue at approximately the same level as December 2000 quarterly revenue. These expectations include the Company's estimate of the effect of the revised business plan, the sale of the six markets to Adelphia and the general economic downturn affecting the United State economy and its effect on the Company's customers and vendors. In addition, there can be no assurance (i) that the Company's future cash requirements will not vary significantly from those presently planned due to a variety of factors including acquisition of additional networks, continued acquisition of increased ownership in its networks, material variances from expected capital expenditure requirements for Original Markets and Expansion Markets and development of the LMDS spectrum, or (ii) that anticipated financings, Local Partner investments and other sources of capital will become available to the Company on economically attractive terms or at all. In addition, it is possible that expansion of the Company's networks may include the geographic expansion of the Company's existing clusters and the development or acquisition of other new markets not currently planned. The Company will need additional funds to fully fund its business plan. The Company expects to fund its capital requirements through existing resources, credit facilities and vendor financings at the Company and joint venture levels, internally generated funds, equity invested by Local Partners in joint ventures and additional debt or equity financings, as appropriate, and expects to fund any potential additional purchase of partnership interests of Local Partners through existing resources, internally generated funds and additional debt or equity financings, as appropriate. 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. During March 2001, the Company 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, the Company issued and sold 11,820,070 and 51,459,624 shares of Class A and Class B common stock, respectively in the rights offering to Adelphia at a price of $7.28 per share. Total proceeds to the Company were $460.9 million. 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. The Company has no freestanding derivative instruments. In conjunction with preparing for the implementation of this standard, the Company reviewed contracts from various functional areas of the Company to identify potential derivatives embedded in the selected contracts. No embedded derivatives were identified as a result of this review. 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. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, which clarified the existing accounting rules for revenue recognition. SAB No. 101 was adopted by the Company in the fourth quarter of 2000. The Company's revenue recognition policy did not change with the adoption of SAB No. 101. Impact of Inflation The Company does not believe that inflation has had a significant impact on the Company's consolidated operations or on the operations of the joint ventures in the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000 ITEM 7A. QUANITITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company uses fixed 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 table below summarizes the fair values and contract terms of the Company's financial instruments subject to interest rate risk as of December 31, 2000.
Expected Maturity --------------------------------------------------------------------- Fair 2001 2002 2003 2004 2005 Thereafter Total Value ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Fixed Rate Debt and Redeemable Preferred Stock: $ --- $ --- $ 303,840 $ 250,000 $ --- $ 597,067 $1,150,907 $ 655,385 Average Interest Rate 12.54% 12.54% 12.44% 12.39% 12.44% 12.40% --- --- Fixed Rate Non Public Debt: $ --- $ --- $ 18,068 $ 38,409 $ 48,636 $ 394,887 $ 500,000 $ 500,000 Average Interest Rate 12.50% 12.50% 12.50% 12.50% 12.50% 12.50% --- ---
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and related notes thereto and independent auditors' report follow. ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES INDEX TO CONSOLDATED FINANCIAL STATEMENTS Independent Auditors' Report 34 Consolidated Balance Sheets, December 31, 1999 and 2000 35 Consolidated Statements of Operations, Nine Months Ended December 31, 1998 and Years Ended December 31, 1999 and 2000 36 Consolidated Statements of Common Stock and Other Stockholders' Equity (Deficiency), Nine Months Ended December 31, 1998 and Years Ended December 31, 1999 and 2000 37 Consolidated Statements of Cash Flows, Nine Months Ended December 31, 1998 and Years Ended December 31, 1999 and 2000 39 Notes to Consolidated Financial Statements 40 INDEPENDENT AUDITORS' REPORT Adelphia Business Solutions, Inc. and Subsidiaries We have audited the accompanying consolidated balance sheets of Adelphia Business Solutions, Inc. and Subsidiaries as of December 31, 1999 and 2000, and the related consolidated statements of operations, of 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 schedule listed in the Index at Item 14. These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule 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 Business Solutions, Inc. and subsidiaries as of 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 schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. /s/DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania March 22, 2001 ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amounts)
December 31, 1999 2000 ASSETS Current assets: Cash and cash equivalents ...................... $ 2,133 $ 3,543 Due from parent - net .......................... 392,629 -- Due from affiliate - net ....................... 6,230 -- Accounts receivable - net ...................... 68,075 79,650 Other current assets ........................... 9,852 14,936 ----------- ----------- Total current assets ....................... 478,919 98,129 U.S. government securities - pledged ............. 29,899 -- Restricted cash .................................. -- 54,178 Investments ...................................... 44,066 48,409 Property, plant and equipment - net .............. 943,756 1,534,612 Other assets - net ............................... 67,063 154,138 ----------- ----------- Total ...................................... $ 1,563,703 $ 1,889,466 =========== =========== LIABILITIES, PREFERRED STOCK, COMMON STOCK AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY) Current liabilities: Accounts payable ............................... $ 150,151 $ 158,249 Due to parent - net ............................ -- 1,544 Due to affiliates - net ........................ -- 8,067 Accrued interest ............................... 16,566 31,011 Accrued interest - parent ...................... -- 7,003 Other current liabilities ...................... 11,029 13,339 ----------- ----------- Total current liabilities .................. 177,746 219,213 13% Senior Discount Notes due 2003 ............... 253,860 291,891 12 1/4% Senior Secured Notes due 2004 ............ 250,000 250,000 12% Senior Subordinated Notes due 2007 ........... 300,000 300,000 Note payable ..................................... -- 500,000 Other debt ....................................... 41,318 48,565 ----------- ----------- Total liabilities .......................... 1,022,924 1,609,669 12 7/8% Senior Exchangeable Redeemable Preferred Stock ................................. 260,848 297,067 Commitments and contingencies (Note 7) Common stock and other stockholders' equity (deficiency) Class A common stock, $0.01 par value, 800,000,000 shares authorized, 34,066,587 and 35,848,366 shares outstanding, respectively 341 358 Class B common stock, $0.01 par value, 400,000,000 shares authorized, 35,371,459 and 35,143,859 shares outstanding, respectively 354 351 Additional paid in capital ..................... 666,021 678,140 Class B common stock warrants .................. 2,177 1,022 Unearned stock compensation .................... (5,715) (4,070) Accumulated deficit ............................ (383,247) (693,071) ----------- ----------- Total common stock and other stockholders' equity (deficiency) ....................... 279,931 (17,270) ----------- ----------- Total ...................................... $ 1,563,703 $ 1,889,466 =========== ===========
See notes to consolidated financial statements ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts)
Nine Months Ended December Year Ended 31, December 31, --------- ---------------------- 1998 1999 2000 --------- --------- --------- Revenues ................................. $ 34,776 $ 154,575 $ 351,974 Operating expenses: Network operations ..................... 18,709 58,525 183,314 Selling, general and administrative .... 35,341 142,615 277,198 Restructuring charges .................. -- -- 5,420 Depreciation and amortization .......... 26,671 65,244 114,614 --------- --------- --------- Total .............................. 80,721 266,384 580,546 --------- --------- --------- Operating loss ........................... (45,945) (111,809) (228,572) Other income (expense): Interest income ........................ 10,233 19,933 3,900 Interest income - affiliate ............ 8,395 8,483 6,282 Interest expense ....................... (38,638) (74,314) (81,573) Interest expense - affiliate ........... -- -- (7,003) Other income ........................... 1,113 -- -- --------- --------- --------- Loss before income taxes, equity in net loss of joint ventures and extraordinary gain ...................... (64,842) (157,707) (306,966) Income tax expense ....................... -- (1) -- --------- --------- --------- Loss before equity in net loss of joint ventures and extraordinary gain ......... (64,842) (157,708) (306,966) Equity in net loss of joint ventures ..... (9,580) (7,758) (2,858) --------- --------- --------- Loss before extraordinary gain ........... (74,422) (165,466) (309,824) Extraordinary gain on repurchase of debt . 237 -- -- --------- --------- --------- Net loss ................................. (74,185) (165,466) (309,824) Dividend requirements applicable to preferred stock ......................... (21,117) (31,618) (35,665) --------- --------- --------- Net loss applicable to common stockholders $ (95,302) $(197,084) $(345,489) ========= ========= ========= Basic and diluted net loss per weighted average share of common stock before extraordinary gain ............... $ (1.81) $ (3.47) $ (4.93) Basic and diluted extraordinary gain on repurchase of debt per weighted average share of common stock ........... 0.01 -- -- --------- --------- --------- Basic and diluted net loss per weighted average share of common stock ........... $ (1.80) $ (3.47) $ (4.93) ========= ========= ========= Weighted average shares of common stock outstanding (in thousands) .............. 53,035 56,739 70,088 ========= ========= =========
See notes to consolidated financial statements ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMMON STOCK AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY) (Dollars in thousands, except per share amounts)
Class A Class B Class A Class B Additional Common Common Unearned Common Common Paid-in Stock Stock Loans to Stock Accumulated Stock Stock Capital Warrant Warrant Shareholders Compensation Deficit Total ------- ------- ---------- -------- --------- ------------ ------------ ----------- ---------- Balance, March 31, 1998 $ 4 $ 325 $ 179 $ 13,000 $ 11,087 $ (3,000) $ --- $ (140,586) $ (118,991) Proceeds from issuance of Class A common stock 129 --- 190,731 --- --- --- --- --- 190,860 Proceeds from issuance of Class A common stock to Adelphia 33 --- 49,827 --- --- --- --- --- 49,860 Exercise of Class A common stock warrant 7 --- 12,993 (13,000) --- --- --- --- --- Conversion of note and payables to Adelphia to Class A common stock 36 --- 44,222 --- --- --- --- --- 44,258 Exercise of Class B common stock warrants --- 8 6,596 --- (6,604) --- --- --- --- Conversion of Class B common stock to Class A common stock 10 (10) --- --- --- --- --- --- --- Repayment of loan to shareholders --- --- --- --- --- 3,000 --- --- 3,000 Dividend requirements applicable to preferred stock --- --- (18,168) --- --- --- --- (2,949) (21,117) Other --- --- (353) --- --- --- --- (61) (414) Issuance of Class A common stock bonus 5 --- 755 --- --- --- --- --- 760 Net loss --- --- --- --- --- --- --- (74,185) (74,185) ------- ------- ---------- -------- --------- ------------ ----------- ------------ ---------- Balance, December 31, 1998 224 323 286,782 --- 4,483 --- --- (217,781) 74,031 Proceeds from issuance of Class A common stock 88 --- 252,766 --- --- --- --- --- 252,854 Proceeds from issuance of Class B common stock --- 52 149,948 --- --- --- --- --- 150,000 Exercise of Class B common stock warrants --- 3 2,303 --- (2,306) --- --- --- --- Conversion of Class B common stock to Class A common stock 24 (24) --- --- --- --- --- --- --- Unearned stock compensation 4 --- 6,396 --- --- --- (5,715) --- 685 Dividend requirements applicable to preferred stock --- --- (31,618) --- --- --- --- --- (31,618) Other 1 --- (556) --- --- --- --- --- (555) Net loss --- --- --- --- --- --- --- (165,466) (165,466) ------- ------- ---------- -------- --------- ------------ ---------- ------------- ---------- Balance, December 31, 1999 $ 341 $ 354 $ 666,021 $ --- $ 2,177 $ --- $ (5,715) $ (383,247) $ 279,931 ======= ======= ========== ======== ========= ============ ========== ============= ==========
See notes to consolidated financial statements ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMMON STOCK AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY) (continued) (Dollars in thousands, except per share amounts)
Class A Class B Class A Class B Additional Common Common Unearned Common Common Paid-in Stock Stock Loans to Stock Accumulated Stock Stock Capital Warrant Warrant Shareholders Compensation Deficit Total ------- ------- ---------- -------- --------- ------------ ------------ ----------- ---------- Balance, December 31, 1999 $ 341 $ 354 $ 666,021 $ --- $ 2,177 $ --- $ (5,715) $ (383,247) $ 279,931 Exercise of Class A common stock warrant 9 --- 5,612 --- --- --- --- --- 5,621 Exercise of Class B common stock warrant --- 1 1,154 --- 1,155 --- --- --- --- Conversion ofClass B common stock to Class A common stock 4 (4) --- --- --- --- --- --- --- Vesting of stock compensation --- --- --- --- --- --- 1,645 --- 1,645 Issuance of Class A common stock bonus 1 --- 401 --- --- --- --- --- 402 Excess of sales price over carrying value of networks sold --- --- 34,255 --- --- --- --- --- 34,255 Issuance of Class A common stock for purchase of telecommunications network 3 --- 6,928 --- --- --- --- --- 6,931 Dividend requirements applicable to preferred stock --- --- (35,665) --- --- --- --- --- (35,665) Other --- --- (566) --- --- --- --- --- (566) Net loss --- --- --- --- --- --- --- (309,824) (309,824) ------- ------- ---------- -------- --------- ------------ ------------ ----------- ---------- Balance, December 31, 2000 $ 358 $ 351 $ 678,140 $ --- $ 1,022 $ --- $ (4,070) $ (693,071) $ (17,270) ======= ======= ========== ======== ========= ============ ============ =========== =========
See notes to consolidated financial statements ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
Nine Months Ended Year Ended December December 31, 31, --------------------- 1998 1999 2000 --------- --------- --------- Cash flows from operating activities: Net loss ....................................... $ (74,185) $(165,466) $(309,824) Adjustments to reconcile net loss to net cash provided by (used in)operating activities: Depreciation ............................. 23,838 59,430 102,126 Amortization ............................. 2,833 5,814 12,488 Equity in net loss of joint ventures ..... 9,580 7,758 2,858 Non-cash interest expense ................ 23,857 33,076 38,031 Restructuring charges .................... -- -- 5,420 Non-cash stock compensation .............. 761 685 1,319 Extraordinary gain on repurchase of debt . (237) -- -- Changes in operating assets and liabilites, net of effects of Acquisitions Other assets--net ....................... 29,072 (62,580) (27,835) Accounts payable ....................... 9,862 127,697 6,411 Accrued interest and other liabilities . 10,414 11,071 24,676 --------- --------- --------- Net cash provided by (used in) operating activities 35,795 17,485 (144,330) --------- --------- --------- Cash flows from investing activities: Net cash used for acquisitions ........... -- (129,118) -- Expenditures for property, plant and equipment ........................... (146,752) (453,206) (712,807) Repayment of senior secured note ......... -- 20,000 -- Investments in joint ventures ............ (69,018) (24,496) (10,375) Investments in fixed wireless licenses ... (44,605) -- (77,632) Investments in restricted cash - net ..... -- -- (54,178) Sale of telecommunications networks ...... -- -- 87,452 Sale of U.S. government securities - pledged ............................... 15,312 30,626 30,626 --------- --------- --------- Net cash used in investing activities ............. (245,063) (556,194) (736,914) --------- --------- --------- Cash flows from financing activities: Proceeds from issuance of Class A common stock ............................ 255,462 262,500 5,621 Proceeds from issuance of Class B common stock ............................ -- 150,000 -- Proceeds from debt ....................... -- 300,000 500,000 Repayment of debt ........................ (19,868) (5,668) (10,288) Costs associated with debt financing ..... -- (6,180) (15,025) Costs associated with issuance of common stock ............................ (14,742) (9,646) -- Repayment of loans from stockholders ..... 3,000 -- -- (Advances to) repayments from affiliates . (2,764) (392,734) 402,346 --------- --------- --------- Net cash provided by financing activities ......... 221,088 298,272 882,654 --------- --------- --------- Increase (decrease) in cash and cash equivalents .. 11,820 (240,437) 1,410 Cash and cash equivalents, beginning of period .... 230,750 242,570 2,133 --------- --------- --------- Cash and cash equivalents, end of period .......... $ 242,570 $ 2,133 $ 3,543 ========= ========= =========
See notes to consolidated financial statements ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 1. The Company and Summary of Significant Accounting Policies Organization and Business The consolidated financial statements include the accounts of Adelphia Business Solutions, Inc. and it's more than 50% owned subsidiaries ("Adelphia Business Solutions" or the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company was formed in 1991 and is a majority-owned subsidiary of Adelphia Communications Corporation ("Adelphia"). On October 25, 1999, the stockholders of the Company elected to change the name of the Company from Hyperion Telecommunications, Inc. to Adelphia Business Solutions, Inc., which management believes will further align the strengths of both companies to develop a single brand in the communications marketplace. Adelphia Business Solutions operates in one segment and is a nationwide facilities based integrated communications provider, or ICP, that offers broadband communications solutions, including local switch dial tone, long distance service, high-speed data transmission and internet connectivity. On March 30, 1999, Adelphia Business Solutions elected to change 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. On May 8, 1998, the Company issued and sold 12,500,000 shares of Class A common stock at a price to the public of $16.00 per share (the "IPO"). Simultaneously with the closing of the IPO, the Company issued and sold an additional 3,324,001 shares of Class A common stock to Adelphia at a purchase price of $15.00 per share (or an aggregate of approximately $49,900). In addition, at such closing, the Company issued 3,642,666 shares of Class A common stock to Adelphia in exchange for certain of the Company's indebtedness and payables with a carrying value of $44,258 owed to Adelphia at a purchase price of $15.00 per share (or an aggregate of $54,600). In a related transaction, on June 5, 1998, the Company issued and sold 350,000 shares of Class A common stock at the $16.00 IPO price pursuant to the underwriters' over-allotment option in the IPO. On November 30, 1999, the Company 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, the Company issued and sold 5,181,350 shares of Class B common stock to Adelphia at a purchase price of $28.95 per share. During March 2001, the Company 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, the Company issued and sold 11,820,070 and 51,459,624 shares of Class A and Class B common stock, respectively in the rights offering to Adelphia at a price of $7.28 per share. Total proceeds to the Company were $460,900 million At December 31, 2000, Adelphia owned approximately 60% of Adelphia Business Solutions' outstanding common stock and held approximately 90% of the total voting rights. The Company is a leading provider of facilities-based integrated communications services to customers that include businesses, governmental and educational end users and other communications services providers primarily throughout the eastern United States. The Company currently offers 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. To serve its customers' broad and expanding communications needs, the Company has assembled a diverse collection of high-bandwidth, local and national network assets. The Company intends to integrate these assets with advanced communications technologies and services in order to provide comprehensive end-to-end communications services over our own networks. The Company provides customers with communications services such as local switch dial tone (also known as local phone service), long distance service, high-speed data transmission and Internet connectivity. The Company offers its customers a choice of receiving these services separately or as bundled packages which are typically priced at a discount when compared to the price of the separate services. To develop the original markets and the new markets, as well as the fiber purchases to interconnect the networks, the Company expects that it will continue to incur capital expenditures. In addition to cash and cash equivalents on hand and the restricted cash as of December 31, 2000, a total of approximately $500,000 will be required to fund the Company's capital expenditures, working capital requirements, operating losses and pro rata investments in the joint ventures during calendar 2001. The Company will need additional funds to fully fund its business plan. The Company expects to fund its capital requirements through existing resources, credit facilities and vendor financings at the Company and joint venture levels, internally generated funds, equity invested by local partners in joint ventures and additional debt or equity financings, as appropriate, and expects to fund any potential additional purchase of partnership interest of local partners through existing resources, internally generated funds and additional debt or equity financings, as appropriate. 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. Joint ventures, which the Company currently does not control, are accounted for under the equity method of accounting. Acquisitions of Partner Interests On February 12, 1998, the Company purchased additional partnership interests in Louisville Lightwave (Louisville and Lexington), NHT Partnership (Buffalo), New Jersey Fiber Technologies and Hyperion of Harrisburg. As a result, the Company's ownership in these networks increased to 100%. The aggregate purchase price was comprised of approximately $45,000 in cash and a warrant, which was not exercised until May 1998, for 731,624 shares of the Company's Class A common stock (See Note 6). In addition, the Company paid certain amounts related to fiber lease financings upon consummation of the purchase of the additional partnership interests. 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, Kansas, Jacksonville, Florida and Richmond, Virginia markets for an aggregate of approximately $89,750. The agreements increased the Company's ownership interest in each of these networks to 100%. During June 1999, the Company consummated a purchase agreement with Entergy Corporation ("Entergy"), the parent of its local partner in the Baton Rouge, Louisianna, Little Rock, Arkansas, and Jackson, Mississippi markets, whereby Entergy received approximately $36,518 for its ownership interests in these markets. The agreements increased the Company's ownership interest in each of these networks to 100%. During July 2000, the Company consummated a purchase agreement with Allegheny Communications Connect, Inc. ("Allegheny") to acquire interests in a jointly owned network located in State College, Pennsylvania. Consideration paid to Allegheny was 330,000 shares of the Company's Class A Common Stock. This purchase increased the Company's ownership in this network to 100%. All of the acquisitions described above were accounted for using the purchase method. Accordingly, the financial results of each acquisition have been included in the Company's consolidated financial statements from the date acquired. The following unaudited financial information of the Company assumes that each of the transactions described above had occurred at the beginning of the preceding period. Nine Months Ended Year Ended December December 31, 31, -------------------- 1998 1999 2000 --------- --------- --------- Revenues $ 49,156 $ 162,230 $ 352,689 Net loss (79,789) (170,522) (310,303) Net loss applicable to common stockholders (100,907) (202,140) (345,969) Basic and diluted net loss per weighted average share of common stock $ (1.90) $ (3.56) $ (4.95) Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid instruments with an initial maturity date of three months or less. 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 the Company's contract with the Commonwealth of Pennsylvania. The contract was entered into on May 3, 2000. As part of the contract, the Company was required to place $75.8 million into a restricted account to be used for the completion on the technology infrastructure. As of December 31, 2000, the Company had used $21.6 million towards the completion of the infrastructure. U.S. Government Securities - Pledged U.S. Government Securities - Pledged consist of highly liquid investments which will be used to pay the first six semi-annual interest payments on the 12 1/4% Senior Secured Notes. Such investments are classified as held-to-maturity and the carrying value approximates market value. Accounts Receivable An allowance for doubtful accounts of $9,640 and $48,513 is recorded as a reduction of accounts receivable at December 31, 1999 and 2000, respectively. Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation. Costs capitalized include amounts directly associated with network engineering, design and construction. Provision for depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets beginning in the month the asset is available for use or is acquired. The estimated useful lives of the Company's principal classes of property, plant and equipment are as follows: Telecommunications networks 10-20 years Network monitoring and switching equipment 5-10 years Fiber optic use rights 15 years Other 3-10 years Revenue Recognition The Company recognizes revenue from communications services in the month the related service is provided. Revenues on billings to customers in advance of providing services are deferred and recognized when earned. The Company recognizes revenues related to management and network monitoring of the joint ventures in the month that the related services are provided. Reciprocal compensation revenue is an element of switched service revenue, which represents compensation from Local Exchange Carriers ("LECs") for local exchange traffic originated by other LECs terminated on the Company's 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. Significant Customers During the nine months ended December 31, 1998, Adelphia Business Solutions' sales to AT&T and Bell Atlantic represented 11.4% and 10.1% of total revenues, respectively. During the year ended December 31, 1999, Adelphia Business Solutions' sales to AT&T and Bell Atlantic represented 8.8% and 14.7% of total revenues, respectively. During the year ended December 31, 2000, Adelphia Business Solutions' sales to Verizon represented 15.7% of total revenues. 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 upon the weighted average number of common shares and warrants outstanding during the period. Diluted net loss per common share is equal to basic net loss per common share because the Adelphia Warrant discussed in Note 6 had an antidilutive effect for the periods presented. Class B common stock warrants to purchase shares of Class B common stock have been included as shares outstanding for purposes of the calculation of both basic and diluted net loss per share for the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000. Other Assets - net Deferred debt financing costs, included in other assets, are amortized over the term of the related debt. The unamortized amounts of deferred debt financing costs at December 31, 1999 and 2000 were $17,434 and $27,034, respectively. Included in other assets at December 31, 1999 and 2000 is $44,605 and $122,504, respectively, relating to licenses. These licenses which cover approximately 60% of the nation's population are a spectrum for a fixed wireless technology known as local multipoint distribution service ("LMDS") and are being amortized on a straight line basis over the life of the licenses, which is 10 years. Asset Impairments Adelphia Business Solutions periodically reviews the carrying value of its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these 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. Financial Instruments Financial instruments which potentially subject the Company to concentration of credit risk consist principally of accounts receivable. Concentration of credit risk with respect to accounts receivable is limited due to the dispersion of the Company's customer base among different customers and geographic areas. The Company's financial instruments include cash and cash equivalents, notes payable and redeemable preferred stock. The fair value of the notes payable exceeded their carrying value by approximately $52,058 at December 31, 1999. The carrying value of the notes payable exceeded their fair value by approximately $275,626 at December 31, 2000. The carrying value of the redeemable preferred stock was equal to its fair value at December 31, 1999. The carrying value of the redeemable preferred stock exceeded its fair value by approximately $207,947 at December 31, 2000. The fair values of the financial instruments were based upon quoted market prices. Non-cash 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 $1,155, $5,772, and $17,747 respectively (See Note 5). Dividend requirements applicable to preferred stock were satisfied by the issuance of an additional 20,624, 30,733 and 34,885 shares of such preferred stock during the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, respectively (See Note 5). Comprehensive Income Comprehensive income includes all changes to all changes in stockholder's equity during a period except those resulting from investments by and distributions to owners. For the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, the Company's only component of comprehensive income is its net loss for those periods. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles 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. 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. The Company has no freestanding derivative instruments. In conjunction with preparing for the implementation of this standard, the Company reviewed contracts from various functional areas of the Company to identify potential derivatives embedded in the selected contracts. No embedded derivatives were identified as a result of this review. 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. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, which clarified the existing accounting rules for revenue recognition. SAB No. 101 was adopted by the Company in the fourth quarter of 2000. The Company's revenue recognition policy did not change with the adoption of SAB No. 101. Reclassifications Certain December 31, 1998 and 1999 amounts have been reclassified to conform with the presentation for the year ended December 31, 2000. 2. Property, Plant and Equipment Property, plant and equipment consists of the following: December 31, ---------------------- 1999 2000 ---------- ---------- Telecommunications networks $ 139,248 $ 214,856 Network monitoring and switching equipment 431,078 760,784 Fiber optic use rights 108,239 156,858 Construction in process 344,439 539,977 Other 18,270 55,351 ---------- ---------- 1,041,274 1,727,826 Less accumulated depreciation (97,518) (193,214) ---------- ---------- Total $ 943,756 $1,534,612 ========== ========== Additions to property, plant and equipment are recorded at cost which includes amounts for material, applicable labor and overhead and interest. Capitalized interest amounted to $9,986, $23,282 and $43,609 for the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, respectively. 3. Investment in Fiber Asset and Senior Secured Note On February 20, 1997, the Company entered into several agreements regarding the leasing of dark fiber in New York state in furtherance of its strategy to interconnect its networks in the northeastern United States. Pursuant to these agreements and in consideration of a payment of $20,000, the Company received a $20,000 Senior Secured Note bearing interest at 22 1/2% (subject to reduction upon early repayment of principal) due February 2002 (subject to early redemption options), from Telergy, Inc. ("Telergy"), a right to receive 58,752 shares of Telergy Class A common stock ("Telergy Stock"), and a fully prepaid lease from a Telergy affiliate for an initial lease term of 25 years (with two additional ten-year extensions) for 24 strands of dark fiber installed or to be installed in a New York fiber optic telecommunications backbone network. As of December 31, 1998, the Company included $11,500 and $8,500 in Property, Plant and Equipment and Other Assets, respectively, as the allocation of the $20,000 payment between the fiber asset and the Senior Secured Note. No amounts were allocated to the Telergy Stock. The allocation reflected the Company's estimate of the relative fair values of the assets acquired. On May 15, 1998, Telergy paid the Company $1,000 in exchange for the Telergy Stock and a gain of $1,000 was recorded by the Company, which is included in "other income" in the consolidated statement of operations. On November 10, 1998, the Senior Secured Note was amended to mature on January 20, 2000 in exchange for an indefeasible right to use ("IRU") or long term lease of certain fiber segments in New York City and along Telergy's long haul fiber segments in the northeastern United States and Southeastern Canada. During May 1999, the Company received $32,329 from Telergy for the repayment of the Senior Secured Note. The payment represented $20,000 in principal and $12,329 of interest, which is included in "Interest income" in the consolidated statement of operations. 4. Investments The equity method of accounting is used to account for investments in joint ventures in which the Company owns less than a majority interest. Under this method, the Company's initial investment is recorded at cost and subsequently adjusted for the amount of its equity in the net income or loss of its joint ventures. Dividends or other distributions are recorded as a reduction of the Company's investment. Investments in joint ventures accounted for using the equity method reflect the Company's equity in their underlying net assets. The Company's nonconsolidated investments are as follows: Ownership December 31, Percentage 1999 2000 ---------- --------- --------- PECO-Adelphia Business Solutions (Philadelphia) 50.0% $ 42,475 $ 46,725 PECO-Adelphia Business Solutions (Allentown, Bethlehem, Easton, Reading) 50.0% 7,425 11,050 Adelphia Business Solutions of York 50.0% 6,525 6,525 Allegheny Hyperion Telecommunications 100.0%(1) 4,975 --- --------- --------- 61,400 64,300 Cumulative equity in net losses (17,334) (18,391) --------- --------- Subtotal $ 44,066 $ 45,909 Investments accounted for using the cost method --- 2,500 --------- --------- Total $ 44,066 $ 48,409 ========= ========= (1) As discussed in Note 1, the Company has consummated an agreement which increased its ownership to 100% in this network during July 2000. Summarized unaudited combined financial information for the Company's nonconsolidated investments listed above being accounted for using the equity method of accounting as of the dates and for the periods ended, is as follows: December 31, -------------------- 1999 2000 --------- --------- Current assets $ 21,645 $ 26,942 PP&E-net 112,210 105,420 Non-current assets 55 --- Current liabilities 10,175 10,221 Non-current liabilities 45,278 31,010 Nine Months Ended Year Ended December December 31, 31, --------------------- 1998 1999 2000 --------- ----------- --------- Revenues $ 24,986 $ 43,753 $ 62,766 Net loss (22,325) (15,154) (6,218) 5. Financing Arrangements Note Payable - Adelphia The Company had an unsecured credit arrangement with Adelphia which had no repayment terms prior to April 15, 1996. On April 15, 1996, $25,000 of the proceeds from the sale of the 13% Senior Discount Notes (the "Senior Discount Notes") and Class B common stock warrants were used to repay a portion of this obligation. Interest expense and fees on this credit arrangement were based upon the weighted average cost of unsecured borrowings of Adelphia during the corresponding periods. Effective April 15, 1996, the remaining balance due on the Note payable-Adelphia was evidenced by an unsecured subordinated note due April 16, 2003. This obligation had an interest rate of 16.5% per annum. Interest accrued through May 8, 1998 on the amount outstanding to Adelphia totaled $10,645. On May 8, 1998, the Note payable - Adelphia and all accrued interest was converted into shares of Class A common stock simultaneously with the closing of the IPO (See Note 1). 13% Senior Discount Notes and Class B Common Stock Warrants On April 15, 1996, the Company issued $329,000 of 13% Senior Discount Notes due April 15, 2003 and 329,000 warrants to purchase an aggregate of 1,993,638 shares of its Class B common stock. Prior to April 15, 2001, interest on the Senior Discount Notes is not payable in cash, but is added to principal. Thereafter, interest is payable semi-annually commencing October 15, 2001. The Senior Discount Notes are unsecured and are senior to all future subordinated indebtedness. On or after April 15, 2001, the Company may redeem, at its option, all or a portion of the Senior Discount Notes at 106.5%, which declines to par in 2002, plus accrued interest. The holders of the Senior Discount Notes may put the Senior Discount Notes to the Company at any time upon the occurrence of a Change of Control (as defined in the Indenture) at a price of 101% of accreted principal. In addition, the Company will be required to offer to purchase Senior Discount Notes at a price of 100% with the proceeds of certain asset sales (as defined in the Indenture). The Indenture stipulates, among other things, limitations on additional borrowings, issuance of equity instruments, payment of dividends and other distributions, repurchase of equity interests or subordinated debt, sale-leaseback transactions, liens, transactions with affiliates, sales of Company assets, mergers and consolidations. The Class B common stock warrants are exercisable at $0.00308 per share, upon the earlier of May 1, 1997 or a Change of Control. Unless exercised, the Class B common stock warrants will expire on June 30, 2001. The number of shares and the exercise price for which a warrant is exercisable are subject to adjustment under certain circumstances. Through December 31, 2000, 298,705 warrants were exercised and converted into 1,810,150 shares of Class B common stock. The Company received $5 in consideration for the exercise of the warrants. During the nine months ended December 31, 1998, the Company paid $17,313 to repurchase a portion of the Senior Discount Notes which had a face value of $25,160 and a carrying value of $17,750. The notes were retired upon repurchase which resulted in a $237 gain. 12 1/4% Senior Secured Notes On August 27, 1997, the Company issued $250,000 aggregate principal amount of 12 1/4% Senior Secured Notes due September 1, 2004 (the "Senior Secured Notes"). The Senior Secured Notes are collateralized through the pledge of the common stock of certain of the Company's wholly-owned subsidiaries. A portion of the proceeds was invested in U.S. government securities and placed in an escrow account for payment in full when due of the first six scheduled semi-annual interest payments on the Senior Secured Notes as required by the Indenture. Interest is payable semi-annually commencing March 1, 1998. The Senior Secured notes rank pari passu in right of payment with all existing and future senior Indebtedness (as defined in the Indenture) of the Company and will rank senior in right of payment to future subordinated Indebtedness of the Company. On or before September 1, 2000 and subject to certain restrictions, the Company could redeem, at its option, up to 25% of the aggregate principal amount of the Senior Secured Notes at a price of 112.25% of principal with the net proceeds of one or more Qualified Equity Offerings (as defined in the Indenture). As of September 1, 2000, the Company had not exercised its option to redeem any senior secured notes. On or after September 1, 2001, the Company may redeem, at its option, all or a portion of the Senior Secured Notes at 106.125% of principal which declines to par in 2003, plus accrued interest. The holders of the Senior Secured Notes may put them to the Company at any time upon the occurrence of a Change of Control (as defined in the Indenture) at a price of 101% of principal. The Indenture stipulates, among other things, limitations on additional borrowing, payment of dividends and other distributions, repurchase of equity interests, transactions with affiliates and the sale of assets. 12 7/8% Senior Exchangeable Redeemable Preferred Stock On October 9, 1997, the Company issued $200,000 aggregate liquidation preference of 12 7/8% Senior Exchangeable Redeemable Preferred Stock due October 15, 2007 (the "Preferred Stock"). Proceeds to the Company, net of commissions and other transaction costs, were approximately $194,500. 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 the Company's option. Subsequent to October 15, 2002, dividends are payable in cash. The Preferred Stock ranks junior in right of payment to all indebtedness and other obligations of the Company, its subsidiaries and joint ventures. On or before October 15, 2000, and subject to certain restrictions, the Company could redeem, at its option, up to 35% of the initial aggregate liquidation preference of the Preferred Stock originally issued with the net cash proceeds of one or more Qualified Equity Offerings (as defined in the Certificate of Designation) at a redemption price equal to 112.875% of the liquidation preference per share of the Preferred Stock, plus, without duplication, accumulated and unpaid dividends to the date of redemption; provided that, after any such redemption, there are remaining outstanding shares of Preferred Stock having an aggregate liquidation preference of at least 65% of the initial aggregate liquidation preference of the Preferred Stock originally issued. As of October 15, 2000, the Company had not exercised its option to redeem any Preferred Stock. On or after October 15, 2002, the Company 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. The Company 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 holders of the Preferred Stock may put the Preferred Stock to the Company at any time upon the occurrence of a Change of Control (as defined in the Certification of Designation) at a price of 101% of the liquidation preference thereof. The Certificate of Designation stipulates, among other things, limitations on additional borrowings, payment of dividends and other distributions, transactions with affiliates and the sale of assets. The Company 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 (the "Exchange Debentures"). Interest, redemption and registration rights provisions of the Exchange Debentures are consistent with the provisions of the Preferred Stock. 12% Senior Subordinated Notes due 2007 On March 2, 1999, Adelphia Business Solutions issued $300,000 aggregate principal amount of 12% Senior Subordinated Notes due 2007 ("Subordinated Notes"). An entity controlled by members of the Rigas Family, controlling stockholders of Adelphia, purchased $100,000 aggregate principal amount of the Subordinated Notes directly from the Company. Proceeds to the Company, net of discounts, commissions and other transaction costs were approximately $295,000. Interest is payable semi-annually commencing May 1, 1999. The Subordinated Notes rank behind all current and future indebtedness (other than trade payables), except indebtedness that expressly provides that it is not senior to the notes. On or before November 1, 2003 and subject to certain restrictions, the Company could redeem at its option, up to 25% of the aggregate principal amount of the Subordinated Notes at a price of 112.00% of principal with the net proceeds of one or more Qualified Equity Offerings (as defined in the Indenture). On or after November 1, 2003, the Company could redeem, at its option, all or a portion of the Subordinated Notes at 106.00% of principal which declines to par in 2005, plus accrued interest. The holders of the Subordinated Notes may put them to the Company at any time upon the occurrence of a Change in Control (as defined in the Indenture) at a price of 101.00% of principal. The Indenture stipulates, among other things, limitations on additional borrowing, payment of dividends, and other distributions, repurchase of equity, interests, transactions with affiliates and the sale of assets. The expected maturities of the 13% Senior Discount Notes, the 12 1/4% Senior Secured Notes, the 12 7/8% Senior Exchangeable Redeemable Preferred Stock and the 12% Senior Subordinated Notes are as follows: 2001 $ --- 2002 --- 2003 303,840 2004 250,000 2005 --- Thereafter 597,067 Note Payable The Company and certain of Adelphia's other subsidiaries and affiliates are parties to a joint bank credit facility. As part of their facility, the Company and its subsidiaries have the ability to borrow up to an aggregate of $500,000 which, if borrowed, would be guaranteed by other members of the borrowing group. As of December 31, 2000, a subsidiary of the Company had borrowed $500,000 under this credit facility. In addition, the Company has agreed to pay a subsidiary of Adelphia $15,000 as a fee for placing the credit facility. The interest rate at which the Company has borrowed these funds is 12 1/2%, a portion of which is payable to a subsidiary of Adelphia. For the year ended December 31, 2000, the Company recorded $21,874 for interest expense relating to Note Payable, $7,003 of which was payable to a subsidiary of Adelphia. Maturities of Note Payable are as follows: 2001 $ --- 2002 --- 2003 18,068 2004 38,409 2005 48,636 Thereafter 394,887 Long Term Lease Facility On December 31, 1997, the Company consummated an agreement for a $24,500 long-term lease facility with AT&T Capital Corporation. The lease facility provides financing for certain of the switching equipment. Included in the lease facility is the sale and leaseback of certain switch equipment for which the Company received $14,876. Other Debt Other debt consists primarily of capital leases entered into in connection with the acquisition of fiber leases for use in the telecommunications networks and the long-term lease facility described above. The interest rate on such debt ranges from 7.5% to 15.0%. Maturities of other debt are as follows: 2001 $ 5,700 2002 5,954 2003 6,194 2004 6,724 2005 7,935 Thereafter 16,058 6. Common Stock and Other Stockholders' Equity (Deficiency) Adelphia Business Solutions' authorized capital stock consists of 800,000,000 shares of Class A common stock, par value $0.01 per share, 400,000,000 shares of Class B common stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. Common Stock Shares of Class A common stock and Class B common stock are substantially identical, except that holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 10 votes per share on all matters submitted to a vote of stockholders. Each share of Class B common stock is convertible into one share of Class A common stock. In the event a cash dividend is paid, the holders of the Class A and the Class B common stock will be paid an equal amount. Prior to the IPO in May 1998, certain former company officers (the "Officers") were parties to a stockholder agreement, as amended (the "Stockholder Agreement") with Adelphia. The Stockholder Agreement provided, among other things, (i) that upon the earlier of (a) the termination of employment of any of the officers or (b) after October 7, 1998, such officers could put their shares to Adelphia for fair market value, unless such put rights were terminated as a result of the registration of the Company's common stock under the Securities Act of 1933 (the "Securities Act") and (ii) for certain buy/sell and termination rights and duties among Adelphia and the Officers. The Stockholder Agreement terminated automatically upon the date of the IPO. The Company also entered into Term Loan and Stock Pledge Agreements ("Loan Agreements") with each of the Officers. Pursuant to the Loan Agreements, each Officer borrowed $1,000 from the Company. Each of these loans accrued interest at the average rate at which the Company could invest cash on a short-term basis, was secured by a pledge of the borrower's common stock in the Company, and would mature upon the earlier of (i) October 8, 1998 or (ii) the date of the IPO and the Officers had the right to sell at least $1,000 worth of their shares. Each Loan Agreement also provided that any interest accruing on a loan from the date six months after the date of such loan would be offset by a bonus payment when principal and interest thereon are due and which would include additional amounts to pay income taxes applicable to such bonus payment. Pursuant to agreements among the Company, Adelphia and the Officers, simultaneous with the consummation of the IPO, (i) the Stockholder Agreement and Loan Agreements terminated, (ii) the Officers each repaid the $1,000 borrowed from the Company pursuant to the Loan Agreements plus accrued interest thereon by each selling 66,667 shares of Class B common stock to Adelphia and using the proceeds therefrom to repay such loans and (iii) the Company paid to the management stockholders bonus payments in the amount of interest accruing on the Loans from the date six months after the date of the Loan Agreements and any additional amounts necessary to pay income taxes applicable to such bonus payments. On April 8, 1998, the Board of Directors of the Company approved a 3.25-for-one stock split of its Class A and Class B common stock payable to stockholders of record on April 28, 1998. The stock split was effected in the form of a dividend of 2.25 shares for every outstanding share of common stock. All references in the accompanying consolidated financial statements to the number of shares of common stock and the par value have been retroactively restated to reflect the stock split on April 28, 1998. On October 25, 1999, the shareholders of the Company approved an amendment to Article IV of the Amended and Restated Certificate of Incorporation increasing the number of authorized shares of capital stock from 455,000,000 to 1,250,000,000, the authorized number of Class A common stock from 300,000,000 to 800,000,000, the authorized number of shares of Class B common stock from 150,000,000 to 400,000,000, and the authorized number of shares of Preferred Stock from 5,000,000 to 50,000,000. Changes in the number of shares outstanding for the Company's common stock are as follows: Class A Class B Common Common Stock Stock ---------- ---------- Shares Outstanding, March 31, 1998 396,500 32,500,000 ---------- ---------- Issuance of Class A common stock 19,816,667 --- Exercise of Class A common stock warrant 731,624 --- Conversion of Class B common stock for Class A common stock 1,372,780 1,187,541 Other 58,500 (1,372,780) ---------- ---------- Shares Outstanding, December 31, 1998 22,376,071 32,314,761 ---------- ---------- Issuance of Class A common stock 8,750,000 --- Issuance of Class B common stock --- 5,181,350 Issuance of Class B common stock for warrant exercise --- 413,530 Conversion of Class B common stock for Class A common stock 2,538,182 (2,538,182) Other 402,324 --- ---------- ---------- Shares Outstanding, December 31, 1999 34,066,587 35,371,459 ---------- ---------- Issuance of Class A common stock for purchase of telecommunications network 330,000 --- Issuance of Class A common stock for warrant exercise 913,380 --- Issuance of Class B common stock for warrant exercise --- 209,056 Conversion of Class B common stock for Class A common stock 436,656 (436,656) Other 101,743 --- ---------- ---------- Shares Outstanding, December 31, 2000 35,848,366 35,143,859 ========== ========== Warrants Class A Common Stock Warrants On February 12, 1998, the Company consummated an agreement with Lenfest Telephony, Inc. ("Lenfest") whereby Lenfest received a warrant to obtain 731,624 shares of Class A common stock of the Company (the "Lenfest Warrant") in exchange for its partnership interest in the Harrisburg, Pennsylvania network. The Lenfest Warrant was exercised during May 1998 for no additional consideration. Class B Common Stock Warrants The Class B common stock warrants were issued on April 15, 1996 in connection with the issuance of the Senior Discount Notes (See Note 5). Adelphia Warrant On June 13, 1997, the Company entered into agreements with MCI. Pursuant to these agreements the Company is designated MCI's preferred provider for new end user dedicated access circuits and conversions of end user dedicated access circuits as a result of conversions from the incumbent LEC in the Company's markets. Adelphia Business Solutions also has certain rights of first refusal to provide MCI with certain communications services. Under this arrangement, the Company issued a warrant to purchase 913,380 shares of Class A common stock for $6.15 per share to MCI (the "MCI Warrant") representing 2 1/2% of the common stock of the Company on a fully diluted basis. MCI could receive additional warrants to purchase up to an additional 6% of the shares of the Company's Class A common stock, on a fully diluted basis, at fair value, if MCI met certain purchase volume thresholds over the term of the agreement. In connection with the IPO and the related over-allotment option, the Company and MCI entered into an agreement that provides as follows with respect to the MCI Warrant and MCI's right to receive additional MCI warrants as a result of the IPO (the "Additional MCI Warrants"): (i) the Additional MCI Warrants, totaling 508,121 shares, issued with respect to the shares sold to the public in the IPO, the over-allotment option and with respect to the Adelphia shares purchased will have an exercise price equal to the lower of $6.15 per share or the price per share to the public in the IPO (the "IPO Price"), and (ii) Adelphia purchased from MCI the MCI Warrant and the Additional MCI Warrants for a purchase price equal to the number of Class A common stock shares issuable under the warrants being purchased times the IPO Price minus the underwriting discount, less the aggregate exercise price of such warrants. Furthermore, in consideration of the obligations undertaken by Adelphia to facilitate the agreements between MCI and Adelphia Business Solutions, the Company paid to Adelphia a fee of $500 and issued a warrant to Adelphia, which expires three years after its issuance, to purchase 200,000 shares of Class A common stock at an exercise price equal to the IPO Price. During June 2000, Adelphia exercised a warrant to purchase 913,380 shares of Class A Common Stock of the Company at a price of $6.15 per share. Total proceeds to the Company were $5,611. Long Term Incentive Compensation Plan On October 3, 1996, the Board of Directors and stockholders of the Company approved the Company's 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 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 the Company's 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, the Company 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 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 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). In addition to the Rigas Options, certain employees have been granted options to purchase shares of 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 beginning from immediately after granting and have a maximum term of ten years. The following table summarizes stock option activity under all plans: Number Weighted of Average shares Exercise subject price to per options 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 stock options outstanding and exercisable at December 31, 2000 Options outstanding Options exercisable - --------------------------------------------- ---------------------------------- Weighted Wiighetd Weighted Weighted average average average average Exercise Number remaining exercise Number remaining exercise price per of contractual price of contractual price share shares life (years) per share shares life (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 the Company 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 the Company's employees. SFAS 123 pro forma numbers are as follows: Year Ended December 31, --------------------- 1999 2000 --------- --------- Net loss-as reported $(165,466) $(309,824) Net loss-pro forma applying SFAS 123 (167,800) (315,726) Basic and diluted net loss per common share-as reported under ABP 25 (3.47) (4.93) Basic and diluted net loss per common share-pro forma under SFAS 123 (3.51) (5.01) 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% 5.10% - 6.20% Expected volatility 50% 106% - 116% Expected life (in years) 5.2 9.1 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 the Company's 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 the Company's options. In addition to the stock options and Rigas Grants, the Company issued 58,500 and 98,500 shares of 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. 7. Commitments and contingencies The Company rents office space, node space and fiber 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 $1,893, $10,166 and $22,606 for the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, respectively. The minimum future lease obligations under the noncancelable operating leases as of December 31, 2000 are approximately: Period ending December 31, 2001 $ 25,851 2002 25,639 2003 26,067 2004 25,281 2005 23,538 Thereafter 109,552 During July 1999, the Company 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 the Company to pay $2,000 per year. The communications industry and Adelphia Business Solutions are subject to extensive regulation at the federal, state and local levels. On February 8, 1996, President Clinton signed the Telecommunications Act of 1996 ("Telecommunications Act"), the most comprehensive reform of the nation's telecommunications laws since the Commununications Act of 1934. Management of the Company is unable to predict the effect that the Telecommunications Act, related rulemaking proceedings or other future rulemaking proceedings will have on its business and results of operations in future periods. Adelphia Business Solutions has entered into a series of agreements with several local and long-haul fiber optic network providers. These agreements provide the Company with ownership or an IRU to local and long-haul fiber optic cable. The Company 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 arrangements as of December 31, 2000 are approximately 2001 $ 111,270 2002 22,408 2003 895 2004 897 2005 898 Thereafter 13,107 In addition to the amounts due under the agreements for the fiber optic cable, the Company is also required to pay certain fiber optic network providers for pro-rated maintenance and rights of ways fees on a yearly basis. 8. Related Party Transactions The following table summarizes the Company's transactions with related parties: Nine Months Ended Year Ended December December 31, 31, ------------------- 1998 1999 2000 -------- -------- -------- Revenues: Management fees $ 2,135 $ 4,948 $ 7,596 Telecommunications service revenue 363 1,840 8,581 Network monitoring fees 586 --- --- -------- -------- -------- Total $ 3,087 $ 6,788 $ 16,177 ======== ======== ======== Interest Income $ 8,395 $ 8,483 $ 6,282 ======== ======== ======== Expense Interest expense $ 737 $ --- $ 7,003 Allocated corporate costs 2,981 8,587 18,519 Fiber leases 139 236 306 Amortization of deferred debt financing cost --- --- 1,800 -------- -------- -------- Total $ 3,857 $ 8,823 $ 27,628 ======== ======== ======== Management fees from related parties represent fees received by the Company from its unconsolidated joint ventures for the performance of financial, legal, regulatory, network design, construction and other administrative services. Telecommunications services revenue from related parties represents fees received by the Company from Adelphia for providing switched services to various Adelphia offices, including Coudersport, Pennsylvania. Network monitoring fees represent fees received by the Company for technical support for the monitoring of each individual joint venture's telecommunications system. Interest income represents interest charged on certain affiliate receivable balances with joint ventures and with Adelphia. Interest expense relates to the Note payable-Adelphia and the Note Payable (See Note 5). Allocated corporate costs represent costs incurred by Adelphia on behalf of the Company for the administration and operation of the Company. These costs include charges for office space, corporate aircraft and shared services such as finance activities, information systems, computer services, human resources, and taxation. Such costs were estimated by Adelphia and do not necessarily represent the actual costs that would be incurred if the Company were to secure such services on its own. Fiber lease expense represents amounts paid to various subsidiaries of Adelphia for the utilization of existing cable television plant for development and operation of the consolidated operating networks. Amortization of deferred debt financing costs for the year ended December 31, 2000 relate to the amortization of the $15,000 placement fee paid to a subsidiary of Adelphia. During the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, the Company paid $1,044, $7,577 and $11,387 respectively, to entities owned by certain shareholders of Adelphia primarily for property, plant and equipment and services at market rates. During the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, the Company made demand advances to Adelphia. At December 31, 1998, 1999 and 2000, $4,950, $392,629 and $0, respectively were outstanding under this agreement. The Company received interest on such advances at a rate of between 5.15% and 6.33%, which is included in interest income - affiliate in the consolidated statement of operations. Demand advances represent cash held by Adelphia's centralized cash management system immediately available to the Company for any corporate purpose on demand. During December 2000, the Company sold to a subsidiary of Adelphia certain network and telecommunications assets. The assets sold related to six markets in Virginia, Colorado, California and Ohio which the Company has decided not to pursue as part of the revised business plan. Network or market information presented in this Form 10-K includes these six markets. The aggregate purchase price for these transactions was approximately $87.5 million plus the assumption of certain liabilities. The Company will manage these networks for Adelphia on a going forward basis. 9. Employee Benefit Plan The Company participates in the Adelphia 401(k) and stock value plan which provides that eligible full-time employees may contribute from 2% to 16% of their pre-tax compensation subject to certain limitations. The Company matches contributions up to 1.5% of each participant's pre-tax compensation. For the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, the Company's matching contributions were $87, $401 and $855, respectively. The 401(k) and stock value plans also provide for certain stock incentive awards on an annual basis. In addition to the 401(k) and stock value plan, the Company participates in an Adelphia stock incentive plan which provides certain management level employees with compensation bonuses based on a weighted average of Adelphia Class A common stock and Adelphia Business Solutions Class A common stock performance. Costs to the Company associated with this plan were approximately $1,746 and $261 for the years ended December 31, 1999 and 2000, respectively. 10. Income Taxes For the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000, Adelphia Business Solutions will not be included within Adelphia's consolidated federal income tax return. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (b) operating loss carryforwards. At December 31, 2000, the Company had net operating loss carryforwards for federal income tax purposes of $573,127, which expire as follows: Year of expriation: 2007 $ 626 2012 $ 42,386 2017 $ --- 2008 3,504 2013 --- 2018 106,783 2009 4,840 2014 --- 2019 140,930 2010 7,588 2015 --- 2020 251,176 2011 15,294 2016 --- The Company's net deferred tax asset included in other assets - net is comprised of the following December 31, 1999 2000 --------- --------- Deferred tax asset: Differences between book and tax basis of intangible assets $ 1,562 $ 4,874 Net operating loss carryforwards 142,993 234,685 Allowance for doubtful accounts and other 4,384 21,720 --------- --------- Total 148,939 261,279 Valuation allowance (114,043) (239,597) --------- --------- Total 34,896 21,682 --------- --------- Deferred tax liabilities: Differences between book and tax basis of property, plant and equipment 34,626 21,645 Investment in partnerships 233 --- --------- --------- Total 34,859 21,645 --------- --------- Net deferred tax asset $ 37 $ 37 ========= ========= The net change in the valuation allowance for the years ended December 31, 1999 and 2000 was an increase of $65,297 and $125,554, respectively. The Company recorded the valuation allowance to reduce the deferred tax asset to zero because the Company does not believe that it is more likely than not that it will realize its deferred tax asset. Income tax expense for the nine months ended December 31, 1998 and the years ended December 31, 1999 and 2000 are as follows: Nine Months Ended December Year Ended 31, December 31, 1998 1999 2000 -------- -------- -------- Current $ --- $ 1 $ --- Deferred --- --- --- -------- -------- -------- Total $ --- $ 1 $ --- ======== ======== ======== A reconciliation of the statutory federal income tax rate and the Company's effective income tax rate is as follows: Nine Months Ended December Year Ended 31, December 31, 1998 1999 2000 -------- -------- -------- Statutory federal income tax rate 35.0% 35.0% 35.0% Change in federal valuation allowance (35.0) (35.0) (35.0) State taxes, net of federal benefit --- --- --- -------- -------- -------- Income Tax Expense ---% ---% ---% ======== ======== ======== 11. Restructuring Charges During December, 2000, the Company 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 120 markets. In January, 2001, the Company reduced its national staff by approximately 8% as a result of the Company's revised business plan. Most of the affected employees were located in markets in which the Company has stopped expansion. For the year ended December 31, 2000, the Company 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 the Company's surviving markets, at little or no incremental costs. 12. Quarterly Financial Data (unaudited) The following tables summarize the financial results of the Company for each of the quarters in the years ended December 31, 1999 and 2000:
Three Months Ended Year Ended December 31, 1999 March 31 June 30 September 30 December 31 ------------ ------------ ------------ ------------ Revenues ............................. $ 21,438 $ 34,215 $ 43,347 $ 55,575 ------------ ------------ ------------ ------------ Operating expenses: Network operations ................ 8,504 11,671 15,862 22,488 Selling, general and administrative 21,009 32,637 39,972 48,997 Depreciation and amortization ..... 13,535 13,586 18,168 19,955 ------------ ------------ ------------ ------------ Total ........................... 43,048 57,894 74,002 91,440 ------------ ------------ ------------ ------------ Operating loss ....................... (21,610) (23,679) (30,655) (35,865) Other income (expense): Interest income ................... 1,998 14,780 2,867 288 Interest income - affiliate ....... 2,828 2,779 1,336 1,540 Interest expense .................. (15,533) (21,805) (19,045) (17,931) ------------ ------------ ------------ ------------ Loss before income taxes and equity in net loss of joint ventures (32,317) (27,925) (45,497) (51,968) Income tax (expense) benefit ......... -- (4) -- 3 ------------ ------------ ------------ ------------ Loss before equity in net loss of joint ventures ...................... (32,317) (27,929) (45,497) (51,965) Equity in net loss of joint ventures . (3,803) (3,291) (246) (418) ------------ ------------ ------------ ------------ Net loss ............................. (36,120) (31,220) (45,743) (52,383) Dividend requirements applicable to preferred stock .................. (7,479) (7,720) (7,979) (8,450) ------------ ------------ ------------ ------------ Net loss applicable to common stockholders ........................ $ (43,599) $ (38,940) $ (53,722) $ (60,833) ============ ========== ============ ============ Basic and diluted net loss per weighted average share of common stock ..................... $ (0.79) $ (0.70) $ (0.97) $ (1.01) ============ ========== ============ ============ Weighted average shares of common stock outstanding (in thousands) .... 55,497 55,497 55,497 60,453 ============ ========== ============ ============
Three Months Ended Year Ended December 31, 2000 March 31 June 30 September 30 December 31 ------------ ------------ ------------ ------------ Revenues ............................. $ 69,301 $ 80,214 $ 93,551 $ 108,908 ------------ ------------ ------------ ------------ Operating expenses: Network operations ................ 33,732 41,661 50,893 57,028 Selling, general and administrative 58,846 63,348 67,205 87,799 Restructuring charges ............. -- -- -- 5,420 Depreciation and amortization ..... 19,438 26,689 27,103 41,384 ------------ ------------ ------------ ------------ Total ........................... 112,016 131,698 145,201 191,631 ------------ ------------ ------------ ------------ Operating loss ....................... (42,715) (51,484) (51,650) (82,723) Other income (expense): Interest income ................... 404 1,020 1,247 1,229 Interest income - affiliate ....... 5,023 1,259 -- -- Interest expense .................. (12,930) (15,264) (14,557) (38,822) Interest expense - affiliate ..... -- -- (2,191) (4,812) ------------ ------------ ------------ ------------ Loss before income taxes and equity in net (loss) income of joint ventures and extraordinary gain ..... (50,218) (64,469) (67,151) (125,128) Income tax expense ................... -- -- -- -- ------------ ------------ ------------ ------------ Loss before equity in net (loss) income of joint ventures ............ (50,218) (64,469) (67,151) (125,128) Equity in net (loss) income of joint ventures ...................... (105) (346) 381 (2,788) ------------ ------------ ------------ ------------ Net loss ............................. (50,323) (64,815) (66,770) (127,916) Dividend requirements applicable to preferred stock .................. (8,497) (8,771) (9,053) (9,344) ------------ ------------ ------------ ------------ Net loss applicable to common stockholders ........................ $ (58,820) $ (73,586) $ (75,823) $ (137,260) ============ ============ ============ ============ Basic and diluted net loss per weighted average share of common stock .................... $ (0.85) $ (1.06) $ (1.08) $ (1.94) ============ ============ ============ ============ Weighted average shares of common stock outstanding (in thousands) .... 69,431 69,503 70,531 70,683 ============ ============ ============ ============
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 1 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" 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 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 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 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 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 by Item 8 are listed in the index in Item 8 of this Form 10-K (2) Financial Statement Schedules: Schedule II - Valuation and Qualifying Accounts (3) Exhibits SCHEDULE II ADELPHIA BUSINESS SOLUTIONS, INC AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS (Dollars in thousands) Balance Charged at to Balance Beginning Costs at End of and Deductions of Period Expenses Write-Offs Period ----------- --------- ---------- --------- Nine Months Ended December 31, 1998 Allowance for doubtful accounts $ --- $ 1,128 $ --- $ 1,128 =========== ========= ========== ========= Valuation allowance for deferred tax assets $ 17,379 $ 31,367 $ --- $ 48,746 =========== ========= ========== ========= Year Ended December 31, 1999 Allowance for doubtful accounts $ 1,128 $ 8,512 $ --- $ 9,640 =========== ========= ========== ========= Valuation allowance for deferred tax assets $ 48,746 $ 65,297 $ --- $ 114,043 =========== ========= ========== ========= Year Ended December 31, 2000 Allowance for doubtful accounts $ 9,640 $ 64,032 $ (25,159) $ 48,513 =========== ========= ========== ========= Valuation allowance for deferred tax assets $ 114,043 $ 125,554 $ --- $ 239,597 =========== ========= ========== ========= EXHIBIT NO. DESCRIPTION 3.1 Certificate of Incorporation of Registrant, together with all amendments thereto. (Incorporated herein by reference is Exhibit 3.01 to Registrant's Report on Form 10-Q for the Quarter Ended September 30, 1999.) (File No. 0-21605) 3.2 Bylaws of Registrant, as amended (Incorporated herein by reference is Exhibit 3.2 to Registrant's Report on Form 10-K for the Year Ended December 31, 1999.) (File No. 0-21605) 4.1 Indenture, dated as of April 15, 1996, between the Registrant and Bank of Montreal Trust Company. (Incorporated herein by reference is Exhibit 4.1 to Registration Statement No. 333-06957 on Form S-4.) 4.2 First Supplemental Indenture, dated as of September 11, 1996, between, the Registrant and Bank of Montreal Trust Company, regarding the Registrant's 13% Senior Discount Notes due 2003. (Incorporated herein by reference is Exhibit 4.2 to Statement No. 333-12619 on Form S-4.) 4.3 Form of 13% Senior Discount Note. (Incorporated herein reference is Exhibit 4.3 to Registration Statement No. 333-12619 on Form S-4.) 4.4 Form of Class A Common Stock Certificate. (Incorporated herein by reference is Exhibit 4.1 to Registrant's Registration Statement on Form 8-A, dated October 23, 1996.) (File No. 0-21605) 4.5 Indenture, dated as of August 27, 1997, with respect to the Registrant's 12 1/4% Senior Secured Notes due 2004, between the Registrant and the Bank of Montreal Trust Company. (Incorporated herein by reference is Exhibit 4.01 to Form 8-K dated August 27, 1997.) (File No. 0-21605) 4.6 Form of 12 1/4% Senior Secured Note due 2004 (contained in Exhibit 4.5.) 4.7 Pledge Agreement between the Registrant and the Bank of Montreal Trust Company as Collateral Agent, dated as of August 27, 1997. (Incorporated herein by reference is Exhibit 4.03 to Form 8-K dated August 27, 1997.) (File No. 0-21605) 4.8 Pledge, Escrow and Disbursement Agreement, between the Registrant and the Bank of Montreal Trust Company, dated as of August 27, 1997. (Incorporated herein by reference is Exhibit 4.05 to Form 8-K dated August 27, 1997.) (File No. 0-21605) 4.9 Second Supplemental Indenture, dated as of August 27, 1997, between the Registrant and the Bank of Montreal Trust Company, regarding the Registrant's 13% Senior Discount Notes due 2003. (Incorporated herein by reference is Exhibit 4.06 to Form 8-K dated August 27, 1997.) (File No. 0-21605) 4.10 Certificate of Designation for 12 7/8% Series A and Series B Senior Exchangeable Redeemable Preferred Stock due 2007. (Contained in Exhibit 3.01 to Registrant's Current Report on Form 8-K for the event dated October 9, 1997 which is incorporated herein by reference.) (File No. 0-21605) 4.11 Form of Certificate for 12 7/8% Senior Exchangeable Redeemable Preferred Stock due 2007. (Incorporated herein by reference is Exhibit 4.02 to the Registrant's Current Report on Form 8-K the event dated October 9, 1997.) (File No. 0-21605) 4.12 Form of Indenture, with respect to the Registrant's 12 7/8% Senior Subordinated Exchange Debentures due 2007. (Contained as Annex A in Exhibit 3.01 to Registrant's Current Report on Form 8-K for the event dated October 9, 1997 which is incorporated herein by reference.) (File No. 0-21605) 4.13 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 Current Report on Form 8-K for Adelphia Communications Corporation filed on March 10, 1999.) (File No. 0-16014) 4.14 Form of 12% Senior Subordinated Notes due 2007 (Contained in Exhibit 4.13) 4.15 Third Supplemental Indenture to the Indenture, dated as of April 15, 1996, for the Company's 13% Senior Discount Notes due 2003 (incorporated by reference herein is Exhibit 4.01 to the Registrant's Current Report on Form 8-K for the event dated February 14, 2001 filed on February 22, 2001.)(File No. 0-21605). 4.16 First Supplemental Indenture to the Indenture, dated as of August 27, 1997, for the Company's 12-1/4% Senior Secured Notes due 2004 (incorporated by reference herein is Exhibit 4.02 to the Registrant's Current Report on Form 8-K for the event dated February 14, 2001 filed on February 22, 2001.)(File No. 0-21605). 10.1 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 the Registrant's Form 8-K for the event dated November 23, 1999.)(File No. 0-21605) 10.2 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 the Registrant's Form 8-K for the event dated November 23, 1999.)(File No. 0-21605) 10.3 Asset Purchase Agreement dated as of December 29, 2000 between Adelphia Business Solutions Operations, Inc. and ACC Operations, Inc. (Filed herewith) 10.4 Pre-Incorporation and Shareholder Restrictive Agreement between Adelphia, Paul D. Fajerski, Charles R. Drenning and Randolph S. Fowler. (Incorporated herein by reference is Exhibit 10.5 to Registration Statement No. 333-06957 on Form S-4.) 10.5 Letter Agreement dated March 19, 1996 between the Registrant, Charles R. Drenning, Paul D. Fajerski, Randolph S. Fowler and Adelphia. (Incorporated herein by reference is Exhibit 10.12 to Registration Statement No. 333-06957 on Form S-4.) 10.6 Warrant Agreement dated as of April 15, 1996, by and among Hyperion Telecommunications, Inc. and Bank of Montreal Trust Company. (Incorporated herein by reference is Exhibit 10.13 to Registration Statement No. 333-06957 on Form S-4.) 10.7 Warrant Registration Rights Agreement dated as of April 15, 1996, by and among Hyperion Telecommunications, Inc. and the Initial Purchasers. (Incorporated herein by reference is Exhibit 10.14 to Registration Statement No. 333-06957 on Form S-4.) 10.8 Form of Management Agreement. (Incorporated herein by reference is Exhibit 10.15 to Registration Statement No. 333-06957 on Form S-4.) 10.9* Employment Agreement between Hyperion Telecommunications, Inc. and Daniel R. Milliard dated as of March 4, 1997. (Incorporated herein by reference is Exhibit 10.03 to Current Report on Form 8-K of Adelphia Communications Corporation dated May 1, 1997.) (File Number 0-16014) 10.10* 1996 Long-Term Incentive Compensation Plan. (Incorporated herein by reference is Exhibit 10.17 to Registration Statement No. 333-13663 on Form S-1.) 10.11 Registration Rights Agreement among Charles R. Drenning, Paul D. Fajerski, Randolph S. Fowler, Adelphia Communications Corporation and the Company. (Incorporated herein by reference is Exhibit 10.18 to Registration Statement No. 333-13663 on Form S-1.) 10.12 Registration Rights Agreement between Adelphia Communications Corporation and the Company. (Incorporated herein by reference is Exhibit 10.19 to Registration Statement No. 333-13663 on Form S-1.) 10.13 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 Current Report on Form 8-K of Adelphia Communications Corporation dated May 1, 1997.) (File Number 0-16014) 10.14* Management Services Agreement dated as of April 10, 1998, between Adelphia Communications Corporation and the Registrant (Incorporated herein by reference is Exhibit 10.23 to Registration Statement No. 333-48209 on Form S-1.) 10.15 Letter Agreement dated April 10, 1998, among the Registrant, Adelphia Communications Corporation and MCImetro Access Transmission Services, Inc. (Incorporated herein by reference is Exhibit 10.24 to Registration Statement No. 333-48209 on Form S-1.) 10.16 Amendment to Registration Rights Agreement dated as of April 15, 1998, between the Registrant and Adelphia Communications Corporation (Incorporated herein by reference is Exhibit 10.25 to Registration Statement No. 333-48209 on Form S-1.) 10.17 Management Agreement dated as of December 29, 2000 between Adelphia Business Solutions Operations, Inc. and ACC Operations, Inc. (Filed herewith) 10.18 Warrant issued to MCI dated May 8, 1998 (Incorporated herein by reference is Exhibit 10.03 to the Registrant's Current Report on Form 8-K dated June 24, 1998.) (File No. 0-21605) 10.19 Warrant issued in favor of Adelphia Communications Corporation dated June 5, 1998 (Incorporated herein by reference is Exhibit 10.04 to the Registrant's Current Report on Form 8-K dated June 24, 1998.) (File No. 0-21605) 10.20 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 Form 10-Q of Adelphia Communications Corporation for the Quarter ended March 31, 2000 (File No. 0-16014). 21.1 Subsidiaries of the Registrant (Filed herewith) 23.1 Consent of Deloitte & Touche LLP (Filed herewith). 99.1 "Schedule E - Form of Financial Information and Operating Data of the Subsidiaries and the Joint Ventures Presented by Cluster". (Filed herewith) 99.2 "Schedule F - Form of Financial Information and Operating Data of the Pledged Subsidiaries and the Joint Ventures. (Filed herewith) 99.3 Press Release Dated March 30, 2001. (Filed herewith) 99.4 Press Release of Adelphia Business Solutions dated February 14, 2001 (incorporated by reference herein is Exhibit 99.01 to the Registrant's Current Report on Form 8-K for the event dated February 14, 2001 filed on February 22, 2001.)(File No. 0-21605). 99.5 Class A Common Stock Subscription Certificate for Rights Offering (incorporated by reference herein is Exhibit 99.07 to the Registrant's Current Report on Form 8-K for the event dated February 14, 2001 filed on February 22, 2001.)(File No. 0-21605). 99.6 Class B Common Stock Subscription Certificate for Rights Offering (incorporated by reference herein is Exhibit 99.08 to the Registrant's Current Report on Form 8-K for the event dated February 14, 2001 filed on February 22, 2001.)(File No. 0-21605). - ---------------------- * Denotes management contracts and compensatory plans and arrangements required to be identified by Item 14(a)(3). 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 not in excess of 10% of the Registrant's total assets on a consolidated basis. (b) During the three months ended December 31, 2000, the Registrant filed no Form 8-K reports. (c) The Company hereby files as exhibits to this 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 Form 10-K the financial statement schedules set forth in Item 14(a)(2) hereof. 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 BUSINESS SOLUTIONS, INC. April 2, 2001 By: /s/ James P. Rigas James P. Rigas, President 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. April 2, 2001 /s/ John J. Rigas John J. Rigas, Chairman and Director April 2, 2001 /s/ Timothy J. Rigas Timothy J. Rigas, Vice Chairman, Treasurer, Chief Financial Officer and Director April 2, 2001 /s/ Michael J. Rigas Michael J. Rigas, Vice Chairman, Secretary and Director April 2, 2001 /s/ James P. Rigas James P. Rigas, Vice Chairman, Chief Executive Officer, President and Director April 2, 2001 /s/ Pete J. Metros Pete J. Metros, Director April 2, 2001 /s/ James L. Gray James L. Gray, Director April 2, 2001 /s/ Edward S. Mancini Edward S. Mancini, Director April 2, 2001 /s/ Peter L. Venetis Peter L. Venetis, Director EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT Adelphia Business Solutions, Inc. (Delaware) Adelphia Business Solutions Operations, Inc. (Delaware) Adelphia Business Solutions, L.L.C. (Delaware) Adelphia Business Solutions General Holdings, Inc. (Delaware) Adelphia Business Solutions Capital, Inc. (Delaware) Adelphia Business Solutions Long Haul, L.P. (Delaware) Adelphia Business Solutions International, L.L.C. (Delaware) Adelphia Business Solutions Investment, LLC (Delaware) Adelphia Business Solutions of Connecticut, Inc. (Delaware) Adelphia Business Solutions of Delaware, L.L.C. (Delaware) Adelphia Business Solutions of District of Columbia, L.L.C. (Delaware) Adelphia Business Solutions of Florida, Inc. (Florida) Adelphia Business Solutions of Jacksonville, Inc. (Florida) Adelphia Business Solutions of Illinois, Inc. (Delaware) Adelphia Business Solutions of Kentucky, Inc. (Delaware) Adelphia Business Solutions of Louisiana, Inc. (Delaware) Adelphia Business Solutions of Louisiana, LLC (Delaware) Adelphia Business Solutions of Massachusetts, Inc. (Delaware) Adelphia Business Solutions of Michigan, Inc. (Delaware) Adelphia Business Solutions of Nashville, L.P. (California) Adelphia Business Solutions of New Hampshire, Inc. (Delaware) Adelphia Business Solutions of New Jersey, L.L.C. (Delaware) Adelphia Business Solutions of New York, Inc. (Delaware) Adelphia Business Solutions of Eastern New York, Inc. (Delaware) Adelphia Business Solutions of North Carolina, L.P. (Delaware) Adelphia Business Solutions of Ohio, Inc. (Delaware) Adelphia Business Solutions of Pennsylvania, Inc. (Delaware) Adelphia Business Solutions of Rhode Island, Inc. (Delaware) Adelphia Business Solutions of South Carolina, Inc. (Delaware) Adelphia Business Solutions of Tennessee, Inc. (Delaware) Adelphia Business Solutions of Texas, L.P. (Delaware) Adelphia Business Solutions of Vermont, Inc. (Delaware) Adelphia Business Solutions of Virginia, L.L.C. (Virginia) Susquehanna Adelphia Business Solutions (Pennsylvania General Partnership) (50%) PECO Hyperion Telecommunications (Pennsylvania General Partnership) (50%) Structus Technology, Inc. (South Carolina) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Post-Effective Amendment No. 2 to Registration Statement No. 333-12619 on Form S-3 (formerly Form S-1), Registration Statement No. 333-11142 (formerly No. 333-88927) on Form S-3 and Registration Statement No. 333-62539 on Form S-8 of Adelphia Business Solutions, Inc., of our report dated March 22, 2001, appearing in this Annual Report on Form 10-K of Adelphia Business Solutions, Inc. for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP Pittsburgh, Pennsylvania March 30, 2001
Exhibit 99.1 SCHEDULE E Adelphia Business Solutions, Inc. Form of Financial Information and Operating Data Of the Subsidiaries and the Joint Ventures Presented by Cluster Data presented for the quarter ended: 12/31/00 *** Unaudited Other North East Mid-Atlantic Mid-South Markets Total ------------ ------------ ------------- ------------- ------------- FINANCIAL DATA (dollars in thousands): Total Revenue $ 18,915.0 $ 59,929.6 $ 21,595.5 $ 20,602.1 $ 121,042.2 Total Capital Expenditures $ 15,453.5 $ 56,267.9 $ 32,515.5 $ 83,327.9 $ 187,564.8 Total EBITDA $ 1,253.8 $ 4,584.1 $ (2,093.4) $ (5,445.0) $ (1,700.5) Gross PP&E $ 173,152.8 $ 823,549.0 $ 287,228.9 $ 589,483.3 $ 1,873,414.0 Proportional Revenue* $ 18,915.0 $ 51,628.7 $ 21,595.5 $ 20,602.1 $ 112,741.3 Proportional Capital Expenditures* $ 15,453.5 $ 53,114.6 $ 32,515.5 $ 83,327.9 $ 184,411.5 Proportional EBITDA* $ 1,253.8 $ 4,796.9 $ (2,093.4) $ (5,445.0) $ (1,487.7) Proportional Gross PP&E $ 173,152.8 $ 750,755.2 $ 287,228.9 $ 589,483.3 $ 1,800,620.2 STATISTICAL DATA Increase for December 31, 2000: Markets in Operation --- (1) (1) (2) (4) Route Miles --- 501 89 --- 590 Fiber Miles --- 9,189 13,175 --- 22,364 Buildings connected 27 39 (61) 7 12 LEC-Cos collocated** --- 10 7 --- 17 Voice Grade Equivalent Circuits --- --- (40,992) --- (40,992) As of September 30, 2000: Markets in Operation*** 15 31 16 17 79 Route Miles 3,598 5,000 4,191 4,623 17,412 Fiber Miles 111,277 194,704 108,067 146,281 560,329 Buildings connected 800 985 833 543 3,161 LEC-Cos collocated** 22 112 69 79 282 Voice Grade Equivalent Circuits 407,232 1,620,192 767,424 544,992 3,339,840 As of December 31, 2000: Markets in Operation 15 30 15 15 75 Route Miles 3,598 5,501 4,280 4,623 18,002 Fiber Miles 111,277 203,893 121,242 146,281 582,693 Buildings connected 827 1,024 772 550 3,173 LEC-Cos collocated** 22 122 76 79 299 Voice Grade Equivalent Circuits 407,232 1,620,192 808,416 544,992 3,380,832 * Represents portion attributable to the Company. ** Local Exchange Carrier's central office *** Other Markets amounts include, among other things, Network Control Centers and Corporate Capital Expenditures And Gross Property, Plant and Equipment
Exhibit 99.2 SCHEDULE F Adelphia Business Solutions, Inc. Form of Financial Information and Operating Data of the Pledged Subsidiaries and the Joint Ventures Data presented for the quarter ended: 12/31/00 Unaudited Total FINANCIAL DATA (dollars in thousands)(a): Total Revenue $ 34,723.9 Total Capital Expenditures $ 19,820.0 Total EBITDA $ 9,330.5 Gross Property, Plant & Equipment $ 361,795.8 STATISTICAL DATA(b): As of December 31, 2000: Markets in Operation 7 Route Miles 3,672 Fiber Miles 168,523 Buildings connected 1,654 LEC-COs collocated 63 Voice Grade Equivalent Circuits 1,289,568 (a) Financial Data represents 100% of the operations of all entities except Adelphia Business Solutions of Florida, at its ownership in the Jacksonville network, which is 20%. (b) Statistical Data represents 100% of operating data for all entities.
EX-10.3 2 0002.txt Exhibit 10.3 ASSET PURCHASE AGREEMENT by and between ACC OPERATIONS, INC. and ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC. TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF ASSETS........................................1 1.1 Transfer of Assets....................................1 1.2 Assumption of Liabilities.............................1 1.3 Transfer Taxes........................................2 ARTICLE II PURCHASE PRICE AND PAYMENT........................................2 2.1 Date and Location.....................................2 2.2 Purchase Price........................................2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE SELLER.......................................................2 3.1 Organization..........................................2 3.2 Authorization of Agreement............................3 3.3 Title to Assets to be Acquired........................3 3.4 Litigation............................................3 3.5 Approvals and Consents................................3 3.6 Financial Statements..................................3 3.7 Conduct Since the Dates of the Financial Statements............................................4 3.8 Compliance with Law...................................4 3.9 Condition of Assets to be Acquired....................4 3.10 Franchises, Authorizations and Agreements.............4 3.11 Disclosure............................................4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER...........................5 4.1 Organization..........................................5 4.2 Authorization of Agreement............................5 4.3 Litigation............................................5 ARTICLE V CLOSING............................................................6 5.1 Actions to be Taken by Seller at Closing..............6 5.2 Actions to be Taken by Buyer at Closing...............6 ARTICLE VI INDEMNIFICATION...................................................6 6.1 Seller's Indemnity....................................6 6.2 Buyer's Indemnity.....................................8 ARTICLE VII NOTICE...........................................................8 ARTICLE VIII ARBITRATION.....................................................9 ARTICLE IX LAWS GOVERNING...................................................10 ARTICLE X MISCELLANEOUS.....................................................10 10.1 Survival of Representations and Warranties...........10 10.2 Counterparts.........................................10 10.3 Assignment...........................................10 10.4 Entire Agreement.....................................11 10.5 Captions.............................................11 10.6 Expenses.............................................11 THIS AGREEMENT is made as of this 29th day of December, 2000, by and between ACC OPERATIONS, INC., a Delaware corporation, ("Buyer"), and ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC., a Delaware corporation ("Seller"). WITNESSETH: WHEREAS, Seller owns and operates local telecommunications transmission systems in Colorado Springs, Colorado and Denver, Colorado (the "Acquired Systems"); WHEREAS, on the date hereof, Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller all of the assets and properties of Seller associated with the operation of the Acquired Systems, except for the Colorado CPCN License, on the terms and conditions as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing and of the mutual representations, warranties, covenants and promises contained herein, and intending to be legally bound hereby, the parties hereto represent, warrant, covenant and agree as follows: ARTICLE I PURCHASE AND SALE OF ASSETS 1.1 Transfer of Assets. On the date hereof , Seller shall sell, convey, transfer and assign to Buyer and Buyer shall purchase and acquire from Seller all of the assets and properties of Seller of every kind and character, real, personal, tangible, intangible or mixed, used by, or useful to, Seller in connection with, or associated with the operation of, the Acquired Systems in existence on the date hereof(the "Assets to be Acquired"), such sale, conveyance, transfer and assignment to be effective as of December 31, 2000. The Assets to be Acquired shall not include the Colorado CPCN License, but shall include such franchises and other authorizations as Buyer and Seller shall mutually agree to be legally required. 1.2 Assumption of Liabilities. At the Closing (as defined in Section 2.1), Buyer shall assume, by instruments of assumption reasonably satisfactory to Seller, and discharge as they become due and payable, the following liabilities and obligations of Seller and no others: (i) all liabilities and obligations which are in existence at the time of Closing, including without limitation working capital requirements and capital lease obligations, as more specifically set forth on Schedule 1.2 annexed hereto and made a part hereof, and (ii) all obligations of the Seller arising after the Closing under agreements, licenses, permits and other instruments relating to the Acquired Systems which are included in the Assets to be Acquired (the "Assumed Liabilities"). 1.3 Transfer Taxes. Seller and Buyer shall share equally any sales or transfer taxes, recording fees or other similar costs or fees payable in connection with the transfer of the Assets to be Acquired. ARTICLE II PURCHASE PRICE AND PAYMENT 2.1 Date and Location. Unless otherwise mutually agreed to by the parties, the closing shall take place on the date hereof, at such location as Buyer and Seller shall mutually agree (the "Closing"). The effective date of the sale of the Assets to be Acquired shall be December 31, 2000. 2.2 Purchase Price. On the date hereof, as consideration for the purchase of the Assets to be Acquired, Buyer shall pay Twenty-One Million Two Hundred Thousand Dollars ($21,200,000) (the "Purchase Price"), which Purchase Price shall be paid by Buyer to Seller's lenders for amounts owing by Seller pursuant to that joint bank credit facility with certain subsidiaries of Adelphia Communications Corporation in which Seller is an unrestricted borrower. Seller and Buyer agree to obtain a fairness opinion as to the Purchase Price hereunder from a nationally recognized banking firm ("Investment Bank") and agree to cooperate reasonably to facilitate the completion of the fairness opinion. Upon delivery of the fairness opinion, the Purchase Price shall be adjusted in accordance with the fairness opinion and Seller or Buyer, as the case may be, shall promptly pay to the other the adjustment, if any, to the Purchase Price under the fairness opinion. All fees and costs of Investment Bank for delivery of the fairness opinion shall be the responsibility of Seller. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO THE SELLER As of the date hereof, Seller represents and warrants as follows: 3.1 Organization. Seller is a corporation, duly incorporated and validly existing under the laws of the State of Delaware with full power and authority to engage in its business and operations, to continue such business and operations as conducted at present, to enter into this Agreement and perform the terms of this Agreement. Seller is duly qualified to conduct business and is in good standing in those jurisdictions where the conduct of its business or the nature of its assets makes such qualification necessary. 3.2 Authorization of Agreement. Seller has taken all necessary action to authorize and approve this Agreement, the consummation of the transactions contemplated hereby and the performance by Seller of all of the terms and conditions hereof on its part to be performed. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms and conditions hereof do not and will not: (a) violate any provisions of any judicial or administrative order, award, judgment or decree applicable to Seller; (b) conflict with, result in a breach of or constitute a default under the Certificate of Incorporation or Bylaws of Seller or any other agreement or instrument to which Seller is a party or by which Seller is bound; (c) create or impose any lien, charge, encumbrance, or restriction upon any of the Assets to be Acquired in contravention of any agreement or instrument to which Seller is a party or by which Seller is bound; and (d) create a right in any person to accelerate payment of the principal of any indebtedness due from Seller nor increase the amount of any interest over that theretofore payable in respect thereof. This Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller. All of the approvals and consents required for Seller to consummate the transaction have been obtained. 3.3 Title to Assets to be Acquired. Seller has good and marketable title to the Assets to be Acquired, and Seller has full power, authority and the absolute right to transfer the Assets to be Acquired free and clear of any and all liens, charges, pledges, encumbrances or restrictions of any nature. 3.4 Litigation. There is no litigation, at law or in equity, nor any proceedings before any commission or other governmental authority, pending, or to the best of Seller's knowledge, after due inquiry, threatened against Seller which would prevent or restrict Seller's right or ability to consummate the transfer of the Assets to be Acquired as contemplated herein. 3.5 Approvals and Consents. Seller is not a party to or subject to any agreement, license, permit or other document which, in order to consummate the transactions contemplated herein, legally or contractually requires the express approval or written consent of any persons. All of the approvals and consents required for Buyer to consummate the transactions contemplated hereunder have been obtained. 3.6 Financial Statements. The unaudited balance sheet and the income statement for the Acquired Systems (collectively, the "Financial Statements"), true, complete and correct copies of which have been previously delivered by Seller to Buyer, present fairly the financial position of the Acquired Systems as of the dates thereof, and the results, of the Acquired Systems' operations and changes in financial position for the periods then ended. 3.7 Conduct Since the Dates of the Financial Statements. Since the dates of the Financial Statements, the Acquired Systems have not, except in the ordinary and usual course of business as conducted in accordance with past practice or as contemplated to be conducted by this Agreement: (a) sold, constructed or otherwise disposed of any of its assets; (b) purchased, constructed or otherwise acquired any property or assets; (c) consensually incurred any liabilities; or (d) entered into any transaction which materially and adversely affected its assets. 3.8 Compliance with Law. (a) The Acquired Systems are in compliance in all material respects with, all applicable Federal, state and local laws, statutes, licensing requirements, rules and regulations, and judicial or administrative decisions pertaining to the operation of its business where failure to comply would have a material adverse effect on its business. (b) No material claims are pending or, to the best of Seller's knowledge, after due inquiry, threatened against the Acquired Systems with respect to the operation of its business. 3.9 Condition of Assets to be Acquired. The Assets to be Acquired are in good operating condition, reasonable wear and tear excepted. The Assets to be Acquired are operated and maintained in a proper manner and are free from any material defects of workmanship or material in light of its age and the use to which it has been put. 3.10 Franchises, Authorizations and Agreements. The franchises, authorizations and agreements included in the Assets to be Acquired are validly existing, legally enforceable obligations of the parties thereto in accordance with their terms. Seller is not in default in the performance of any of its material obligations under such franchises, authorizations and agreements. 3.11 Disclosure. No representation, warranty or covenant by Seller in this Agreement or in any written statement or certificate furnished by Seller to Buyer pursuant hereto contains or will contain any untrue statement of a material fact. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER To induce Seller to enter into this Agreement, Buyer represents and warrants, as of the date hereof, as follows: 4.1 Organization. Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware and is duly qualified and in good standing in those jurisdictions where the conduct of its business or the nature of its assets makes such qualification necessary. Buyer has full corporate power and authority to own and lease its properties and to conduct its business as and where such properties are now owned or leased and such business is now being conducted. Buyer has full corporate power and authority to acquire and own the Assets to be Acquired. 4.2 Authorization of Agreement. The Board of Directors of Buyer have taken all necessary action to authorize and approve this Agreement, the consummation of the transactions contemplated hereby and the performance by Buyer of all of the terms and conditions hereof on its part to be performed. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the fulfillment and compliance with the terms and conditions hereof do not and will not: (a) violate any provisions of any judicial or administrative order, award, judgment or decree applicable to Buyer, or (b) conflict with any of the provisions of the Certificate of Incorporation or Bylaws of Buyer, or (c) conflict with, result in a breach of or constitute a default under any agreement or instrument to which Buyer is a party or by which it is bound. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer. 4.3 Litigation. There is no litigation, at law or in equity, or any proceedings before any commission or other governmental authority, pending or, to the best knowledge of Buyer, threatened against Buyer which would impair materially the ability of Buyer to consummate the transactions contemplated by this Agreement. There is no suit or action or other proceeding pending before any court or other governmental agency against Buyer to enjoin the consummation of the transaction contemplated hereby. ARTICLE V CLOSING 5.1 Actions to be Taken by Seller at Closing. At Closing, Seller shall take all actions required to be taken hereunder and Seller shall deliver to Buyer: (a) a Bill of Sale and Assignment and Assumption Agreement, duly executed by Seller; (b) a Management Agreement between Seller and Buyer, duly executed by Seller; and (c) such other documents and certificates as required to be delivered hereunder or reasonably requested by Buyer. 5.2 Actions to be Taken by Buyer at Closing. At Closing, Buyer shall take all actions required to be taken hereunder and shall deliver, or cause to be delivered, to Seller: (a) The Purchase Price described in Section 2.2 hereof; (b) The Assignment Agreement, duly executed by Buyer; (c) The Management Agreement, duly executed by Buyer; and (d) Such other documents and certificates required to be delivered hereunder or reasonably requested by Seller. ARTICLE VI INDEMNIFICATION 6.1 Seller's Indemnity. (a) Seller shall indemnify Buyer and hold Buyer harmless from and against: (i) the aggregate dollar amount of any and all debts, liabilities, damages, losses, costs, expenses or claims owing by, suffered, incurred or accrued against Buyer as of the close of business on the date hereof arising out of the business activities of Seller prior to the date hereof; (ii) any and all damages, expenses and losses suffered, paid or incurred, or to be suffered, paid or incurred in the future, by Buyer arising out of any and all inaccurate representations or breaches of covenant and warranty on the part of Seller herein contained; and (iii) any and all reasonable costs and expenses of Buyer related to the foregoing including reasonable attorney's fees in connection with the prosecution, defense or appeal of any suit or action in connection herewith. All of such items described in paragraphs (i), (ii) and (iii) above are collectively referred to hereinafter as the "Aggregate Net Loss." (b) Whenever it shall come to the attention of Buyer that it has suffered or incurred, or may suffer or incur, any Aggregate Net Loss, Buyer shall give prompt written notice to Seller of such anticipated or actual loss, damage, cost or expense. Seller shall then have the right to defend against any claims or actions by third parties giving rise to the Aggregate Net Loss to the fullest extent permitted by law. After Seller has made its defense against such claims or actions and is unsuccessful in such defense or after Seller elects not to, or fails to, defend against such claims or actions, Buyer and Seller shall then attempt to mutually agree upon the amount of Aggregate Net Loss for which Buyer is to be indemnified. Buyer shall not be entitled to be indemnified by Seller under this Agreement for the Aggregate Net Loss arising out of any single claim or aggregate of claims until the amount of such Aggregate Net Loss exceeds Fifty Thousand Dollars ($50,000). Buyer shall then be entitled to be indemnified by Seller for any and all Aggregate Net Loss including the initial Fifty Thousand Dollars ($50,000) in Aggregate Net Loss arising out of any single claim or aggregate of claims. (c) Should Buyer and Seller be unable to agree as to the amount of the Aggregate Net Loss for which Buyer is to be indemnified, either Buyer or Seller may apply to the American Arbitration Association under its Commercial Arbitration Rules for the appointment of an Arbitrator for an arbitration to take place in Pittsburgh, Pennsylvania. Buyer and Seller will share equally the total expense of such arbitration. Such arbitrator shall proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association to determine the Aggregate Net Loss and certify such loss to Buyer and Seller. Such arbitration and determination shall be final and binding on Buyer and Seller, judgment may be entered upon such determination and award in any court having jurisdiction thereof and Buyer and Seller agree that no appeals shall be taken therefrom. Upon entry of a judgment in favor of Buyer against Seller, Seller shall make full payment within ten (10) days thereafter. Upon failure of Seller to make such payment within such ten (10) day period, the amount of the judgment shall bear interest at the rate of ten percent (10%) per annum simple interest until paid. (d) Buyer agrees that it will not settle or permit the settlement of any matter giving rise to any Aggregate Net Loss without the prior written consent of Seller. Buyer agrees that it will give prompt written notice to Seller of any claim or action which may give rise to any Aggregate Net Loss and will permit Seller, at Seller's option and expense, to conduct the defense against any such claims or actions, and will cooperate with Seller in such defense in such manner as Seller may reasonably request. Buyer's failure to comply with the provisions of this paragraph shall terminate Seller's liability to indemnify and hold Buyer harmless under this Agreement solely with respect to the matter for which notice should have been given notwithstanding any other provision hereof. (e) Buyer's right to assert a claim against Seller for indemnification pursuant to this Article VI shall survive the Closing and shall expire: (i) with respect to all claims other than claims related to title to the Assets to be Acquired made in Section 3.3 hereof and the nonpayment of taxes or similar claims pursuant to the Internal Revenue Code or any state, county, municipal or other local taxing statutes, one hundred eighty (180) days after the date hereof; and (ii) with respect to claims relating to the nonpayment of taxes or other similar claims under the Internal Revenue Code or any state, county, municipal or other local taxing statutes, upon the expiration of ninety (90) days following the date on which the running of the statute of limitations with respect to any such tax shall bar the assessment and collection of such tax. (f) The provisions of the foregoing Section 6.01(e)(ii) shall not be construed so as to deprive Buyer of the right to be indemnified and held harmless with respect to any tax liability assessed within the period provided pursuant to the appropriate statute of limitations or any extension thereof. 6.2 Buyer's Indemnity. Buyer shall indemnify Seller and hold Seller harmless from and against: (a) the aggregate dollar amount of any and all debts, liabilities, damages, losses, costs, expenses or claims owing by, suffered, incurred or accrued against Seller subsequent to the close of business on the date hereof arising out of the business activities of Buyer prior to the date hereof; (b) any and all damages, expenses and losses suffered, paid or incurred, or to be suffered, paid or incurred in the future, by Seller arising out of any and all inaccurate representations or breaches of covenant and warranty on the part of Buyer herein contained; and (c) any and all reasonable costs and expenses of Seller related to the foregoing including reasonable attorney's fees in connection with the prosecution, defense or appeal of any suit or action in connection herewith. ARTICLE VII NOTICE All notices and other communications hereunder shall be in writing and deemed to have been duly given if: (a) mailed, first class, registered or certified mail, return receipt requested, postage prepaid; (b) delivered by courier or overnight courier providing written evidence of receipt for hand delivery; or (c) transmitted via telecopy: To Seller: Adelphia Business Solutions Operations, Inc. One North Main Street Coudersport, PA 16915 Attention: John Glicksman, Vice President & General Counsel With a copy to: Bruce I. Booken, Esquire Buchanan Ingersoll Professional Corporation One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 To Buyer: ACC Operations, Inc. One North Main Street Coudersport, PA 16915 Attention: Timothy Rigas, Executive Vice President With a copy to: Colin Higgin, Esquire Adelphia Communications Corporation One North Main Street Coudersport, PA 16915 Any party to this Agreement may change the address of the party to which all communications and notices may be sent hereunder by addressing notices of such change in the manner provided. ARTICLE VIII ARBITRATION Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the Commonwealth of Pennsylvania, in accordance with articles of the American Arbitration Association for Commercial Arbitration, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction therefor. ARTICLE IX LAWS GOVERNING The construction and interpretation of this Agreement and the rights of the parties shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions. ARTICLE X MISCELLANEOUS 10.1 Survival of Representations and Warranties. Seller and Buyer acknowledge that the representations, warranties, covenants and agreements of Seller and Buyer contained in this Agreement form an integral part of the consideration given to Buyer in exchange for the Purchase Price and to Seller in exchange for the Assets to be Acquired, without which Buyer would be unwilling to purchase, and Seller would be unwilling to sell, the Assets to be Acquired. Except as set forth in Article VI hereof regarding indemnification and notwithstanding any investigation and review made by Buyer pursuant to this Agreement, Seller and Buyer agree that all of the representations, warranties, covenants and agreements of Seller and Buyer contained in this Agreement or in any exhibit, statement, report, certificate or other document or instrument required to be delivered pursuant to this Agreement shall survive the making of this Agreement, any investigation or review made by or on behalf of the parties hereto and the Closing hereunder. 10.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one instrument. 10.3 Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties; provided, however, that Buyer is entering into this Agreement on behalf of a Delaware limited liability company to be formed at a later date and to be named "ACC Telecommunications, LLC", which limited liability company will be indirectly wholly owned and controlled by Buyer and to which limited liability company Buyer shall assign this Agreement. 10.4 Entire Agreement. This Agreement is an integrated document, contains the entire agreement between the parties, wholly cancels, terminates and supersedes any and all previous and/or contemporaneous oral agreements, negotiations, commitments and writings between the parties hereto with respect to such subject matter. No change, modification, extension, termination, notice of termination, discharge, abandonment or waiver of this Agreement or any of the provisions hereof, nor any representation, promise or condition relating to this Agreement, shall be binding upon the parties hereto unless made in writing and signed by the parties hereto. 10.5 Captions. The captions of Sections hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. 10.6 Expenses. Except as otherwise expressly provided herein, Seller and Buyer each will pay all costs and expenses, including any and all legal and accounting fees, of its performance and compliance with all agreements and conditions contained herein on its part to be performed or complied with. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized corporate officers on the day and year first above written. SELLER: ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC. By: /s/ James P. Rigas ------------------ Name: James P. Rigas Title: President BUYER: ACC OPERATIONS, INC. By: /s/ Timothy J. Rigas -------------------- Name: Timothy J. Rigas Title: Chief Financial Officer SCHEDULE 1.2 ASSUMED LIABILITIES Liability Assumed Amount Accounts payable $2,845,640 Accrued liabilities 232,763 Schedule of Similar Agreements In accordance with Instruction 2 to Regulation SK 601(a), following is a list of similar agreements to Exhibit 10.3: Asset Purchase Agreement by and between ACC OPERATIONS, INC. and ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC. for the purchase and sale of assets located in California for a purchase price of $13,000,000 Asset Purchase Agreement by and between ACC OPERATIONS, INC. and ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC. for the purchase and sale of assets located in Ohio for a purchase price of $7,500,000 Asset Purchase Agreement by and between ACC OPERATIONS, INC. and ADELPHIA BUSINESS SOLUTIONS OF VIRGINIA, LLC for the purchase and sale of assets located in Virginia for a purchase price of $46,800,000 EX-10.17 3 0003.txt Exhibit 10.17 MANAGEMENT AGREEMENT This MANAGEMENT AGREEMENT ("Agreement") is made as of December 29, 2000 between Adelphia Business Solutions Operations, Inc., a Delaware corporation (the "Manager") and ACC Operations, Inc., a Delaware corporation (the "Company"). Manager has experience and expertise in the construction, design, engineering, maintenance, operation, management, marketing, regulatory processing, accounting, financial reporting and network monitoring associated with competitive local telecommunications networks and local switch networks. The Company provides competitive local telecommunications and all switch related business services and desires to have the Manager manage the provision of these services for the Company's network and local switch network in the geographic areas listed on Schedule I attached hereto and made a part hereof (the "Network") under the direction and control of the Company. The Company, the Manager and their respective affiliates collectively own all necessary federal, state or local franchises, licenses, permits or other governmental authorizations in connection with the ownership and operation of the Network. Manager is willing to provide such management services on the terms and subject to the conditions contained in this Agreement. In consideration of the foregoing and intending to be legally bound hereby, the Manager and the Company agree as follows: 1. Appointment of Manager. Subject to the Company's oversight, review, supervision and control, the Company hereby appoints the Manager as its sole and exclusive agent to manage and supervise the development and operation of the Network during the term of this Agreement with those powers, authority and duties that are specified herein. The Manager hereby accepts such appointment and agrees to perform its obligations and responsibilities hereunder. The Manager acknowledges that all facilities and equipment used or employed in the development, construction and operation of the Network, other than leased equipment or equipment owned by the Manager or other contractors, shall remain the property of the Company and the Company shall have the unfettered use and ownership of all such facilities and equipment. The Manager further acknowledges that all of the employees of the Company are employed solely by the Company and the Manager shall not direct any of such employees to take any action or perform any task that is not for the direct benefit of the Company. The Manager shall devote such time and resources as are necessary to ensure proper and efficient operation of the Network and shall make available to the Network the full range of its expertise and experience. The Company hereby grants to the Manager complete access or, if less, as much access as the Company has to all of the fiber optic and other facilities which are owned or leased by the Company and which constitute the Network in order to permit Manager to perform its obligations hereunder. 2. Services. (a) General. Subject to the oversight, review, supervision and control of the Company and subject to all applicable laws and regulations, the Manager shall be responsible for the development, planning, management and operation of the Network. To this end, the Manager shall provide supervision of all (i) administrative, accounting, billing, credit, collection, insurance, purchasing, clerical, financial reporting and such other general services as may be necessary to the administration of the Network; (ii) operational, engineering, maintenance, repair and such other technical services as may be necessary to the construction and operation of the Network; (iii) sales, advertising and such other promotional services as may be necessary to the marketing of the Network; and (iv) legal and regulatory compliance of the Company and the Network including the filings of tariffs required by applicable state and federal regulatory agencies. Consistent with the foregoing and with sound commercial practice, the Manager shall use its best efforts to render or obtain such services and perform or cause to be performed such duties as shall be necessary or appropriate for the construction, management and operation of the Network, including, without limitation, those duties as are more specifically set forth on Schedule II annexed hereto and made a part hereof. All of such services shall be rendered by the Manager subject to the approval of the Company. (b) Consolidation of Purchases. In arranging for the provision of goods and services to the Company, including without limitation the services referred to in Subsection 2(a) hereof, the Manager may make arrangements to consolidate the purchase of such goods and services with purchases for other facilities or systems operated or managed by the Manager; provided that all such purchases are on terms no less favorable than those that could reasonably be obtained by the Company on an unconsolidated basis and that the Company shall not reimburse the Manager for any costs for such goods or services in excess of the Manager's direct, out-of-pocket costs therefor. (c) Agency. All actions taken by the Manager under the provisions of Subsection 2(a) hereof shall be taken as agent of the Company. (d) Consent Required. Notwithstanding any provision to the contrary in this Agreement or in Schedule II, the Manager shall not, without the prior written consent of the Company: i. settle or initiate any claim or litigation involving the Network; ii. enter into any collective bargaining contract or personal service agreement with any employee or employees of the Company; iii. lend money on behalf of the Company, or assign, transfer, or pledge any debts due the Company, or release or discharge any debt due or compromise any claim exceeding $25,000; iv. enter into any joint venture, arrangement or business enterprise on behalf of the Company, or obligate the Company to any undertakings other than those in the ordinary course of business of the Network; v. enter into any transaction with any affiliate of the Manager or the Company; vi. knowingly take or fail to take any action that violates (i) any law, rule or regulation relating to the Network; (ii) any agreement, arrangement or undertaking to which the Company is a party; (iii) any federal, state or local franchise, license, permit or other governmental authorization granted to the Company, the Manager or any of their respective affiliates in connection with its ownership and operation of the Network; or (iv) any judicial or administrative order or decree to which the Company is subject or by which any of the Company's properties or assets are bound; vii. sell, assign, transfer or otherwise dispose of, or hypothecate or encumber in any way, any assets belonging to the Company other than in the ordinary course of business or where no longer useful in the business or operations of the Network; viii. take any action to obtain or amend or agree to amend any federal, state, or local franchise, license, permit, or other governmental authorization granted to the Company, the Manager or any of their respective affiliates in connection with its ownership and operation of the Network; ix. borrow money on behalf of the Company or negotiate or enter into other forms of financing for the Network, including any capital lease, other than customer credit agreements with persons who supply goods or services to the Network; x. amend any lease of any fiber optic facilities entered into by the Company; or xi. cause or permit the Company to exceed its capital or expense Budget (as such term is defined in Schedule II) by more than fifteen percent (15%) for any calendar year. 3. Regulatory Compliance. The Manager is expressly authorized to provide the services contemplated herein, and recognizes that each of the Company and the Manager is or may be required to be licensed or otherwise authorized by federal and state regulatory authorities with respect to its business activities as they relate to the Network At the Company's request, the Manager shall apply for or supervise the applications of the Company for any such licenses and shall prepare and submit or supervise the preparation and submission of all regulatory filings, including tariffs. Without limiting the generality of the foregoing, if any regulatory authority or agency determines that any provision of this Agreement violates any rule, policy or regulation, both parties shall make good-faith efforts immediately to correct the problem and to bring this Agreement into compliance. 4. Company Responsibilities. (a) Information and Equipment. The Company shall provide Manager, at the Network or, to the extent necessary, at the Manager's network monitoring and control center ("NCC"), with all information, local equipment and software and connecting facilities necessary to allow the Manager to provide the services for the Network described in Section 2, including without limitation those set forth on Schedule II, and cooperate and comply with the procedures developed to implement those services. Additional sites to be monitored by the Manager pursuant to Schedule II may be added on at least five (5) business days' notice to the NCC. All equipment to be monitored at the Network by the Manager must be approved by the Manager as compatible with its monitoring system. The Manager shall purchase the equipment and connecting facilities on behalf of the Company as part of the construction of the Network. (b) Compliance with FCC Licenses, Franchises, and Permits. Notwithstanding anything in this Agreement to the contrary, the Company, the Manager or any of their respective affiliates shall, as applicable, continue to be the franchisee, licensee and permittee of all federal, state, or local franchises, licenses, permits and other governmental authorizations that are necessary to the conduct of the business or operations of the Network (collectively, the "Licenses"). The Company and the Manager shall each retain ultimate responsibility for compliance with the laws and the rules, regulations and policies of the Federal Communications Commission and all state and local regulatory authorities for those Licenses respectively by them. The Company and the Manager agree to remain in compliance with the rules, regulations and policies of all governmental authorities from which the Company, the Manager or any of their respective affiliates has received Licenses. Unless otherwise agreed to by the Company and the Manager in writing, the Company and the Manager agree that they shall not take any action that would violate any License or that could reasonably be expected to cause the cancellation, revocation, or adverse modification of any License or that could be expected to otherwise impair the good standing or renewal of any License. (c) Maintaining Licenses. The Company and the Manager, as applicable, shall take or cause to be taken all reasonable and appropriate steps necessary to keep the Licenses in full force and effect and in good standing. The Company and the Manager shall prepare and submit to each relevant authority all reports, applications, renewals, filings or other documents necessary to do so and respond promptly to all regulatory correspondence or inquiries and any and all adversarial pleadings of whatever nature filed with the FCC or any State or local authority and each will immediately notify the other of the receipt thereof. 5. Payments. (a) Fees. In consideration for the services to be performed herein, the Company shall pay to the Manager an ongoing fee per month of $60,000, increasing by four percent per year for the term of this Agreement. The Company shall pay such fee in equal monthly installments on the first day of each calendar month during the term of this Agreement. Furthermore, the Manager will be eligible for a quarterly performance bonus based on the recommendations of the Company. In accordance with the above terms and conditions a mutually agreed upon bonus plan will be initiated. (b) Expense Reimbursement. Subject to the Budgets (as defined in Schedule II), the Company shall reimburse the Manager for travel, meals, lodging and other reasonable out-of-pocket expenses incurred in carrying out the duties and responsibilities of the Manager in this Agreement upon verification and provision of appropriate records. Subject to the Budgets, the Company shall also reimburse the Manager for costs associated with outside accounting, tariff and legal services that may be required beyond the normal day-to-day management and operation of the Network. 6. Term. (a) Renewal. This Agreement shall commence on December 31, 2000 and, subject to Section 6(b) hereof, the initial term of this Agreement shall end on the day prior to the third anniversary of the date of commencement. This Agreement shall automatically renew thereafter for additional periods of three (3) years, unless either party notifies the other, in writing, at least sixty (60) days prior to the then current term of its intention that such renewal shall not occur. (b) Automatic Termination. Notwithstanding the foregoing, this Agreement shall terminate on the earliest to occur of (i) thirty (30) days after the date that the Company's or the Manager's legal ability to operate the Network terminates or is materially impaired; provided, however, that if such party can cure the defect and commence operations within the thirty-day period specified herein, this Agreement shall not terminate under this subparagraph (i), (ii) the date this Agreement terminates pursuant to Section 9 hereof, or (iii) the date in which either the Company or the Manager incur a Change of Control (as defined below), unless both parties agree prior to such Change of Control that upon the expiration of the then current term to renew this Agreement for an additional six (6) years. (c) Definitions. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred with respect to the Company if, after the date hereof, members of the John Rigas family fail to collectively (i) own directly or indirectly at least 50.1% of the outstanding voting stock of Adelphia Communications Corporation, a Delaware corporation ("Adelphia"), or (ii) have the ability, directly or indirectly, to select a majority of the members of the Board of Directors of Adelphia. A "Change of Control" shall be deemed to have occurred with respect to the Manager if, after the date hereof, Adelphia fails to (i) own directly or indirectly at least 50.1% of the outstanding voting stock of Adelphia Business Solutions, Inc., a Delaware corporation ("ABS"), or (ii) have the ability, directly or indirectly, to select a majority of the members of the Board of Directors of ABS. 7. Proprietary Information. Each party acknowledges that, in the course of the performance of this Agreement, it may have access to privileged and proprietary information claimed to be unique, secret and confidential, and which constitutes the exclusive property or trade secret of the other, and the parties acknowledge that they are in a confidential relationship with each other. To the extent that (a) any information is marked with a restrictive notice or otherwise tangibly designated as proprietary or (b) the disclosing party advises the receiving party orally or in writing that information is proprietary, the receiving party agrees to maintain the confidentiality of the proprietary information and to use the same degree of care as it uses with regard to its own proprietary information to prevent the disclosure, publication or unauthorized use of the proprietary information. Neither party may duplicate or copy proprietary information of the other party other than to the extent necessary for legitimate business uses in connection with this Agreement. The receiving party shall be excused from these nondisclosure provisions if (a) the receiving party can demonstrate the proprietary information has been, or is subsequently, made public by the disclosing party or is independently developed by the receiving party, (b) the disclosing party gives its written consent to the disclosure of the proprietary information, or (c) the disclosure is required by law. The provisions of this Section shall survive the termination or expiration of the term of this Agreement. 8. Representations and Warranties. (a) The Company hereby represents and warrants to the Manager as follows: i. the Company is duly organized and validly existing in the State of Delaware and is duly qualified as a foreign corporation in any state where such qualification is necessary; ii. the Company has full power and authority to enter into this Agreement and perform its obligations hereunder;. iii. the execution, delivery and performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Company and do not violate the organization documents or any other agreement to which the Company is a party or by which it or the Network is bound; and iv. this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms (except as enforcement may be limited by bankruptcy or insolvency laws). (b) The Manager hereby represents and warrants to the Company as follows: i. the Manager is duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to conduct business in any state where such qualification is necessary; ii. the Manager has full power and authority to enter into this Agreement and perform its obligations hereunder; iii. the execution, delivery and performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Manager, and do not violate the Certificate of Incorporation or the Bylaws of the Manager or any other agreement to which the Manager is a party or by which it or its assets are bound; and iv. this Agreement constitutes a legal, valid and binding obligation of the Manager, enforceable against it in accordance with its terms (except as enforcement may be limited by bankruptcy or insolvency laws). 9. Events of Default and Remedies. (a) Events of Default. i. By the Company. The Company shall be in default under this Agreement if it fails to make any payment pursuant to Subsection 5(a) or 5(b) hereof within thirty days after the date on which such payment was due unless, in the case of a payment pursuant to Subsection 5(b) hereof, the same shall be contested in good faith. ii. By Either Party. A party shall also be in default under this Agreement upon the occurrence of any of the following events (regardless whether any such event is voluntary or involuntary or occurs by operation of law or pursuant to any judgment, decree, order, rule or regulation of any court or administrative or governmental body): a. the failure of such party to perform or observe in any material respect any covenant or agreement to be performed or observed by it hereunder, including, without limitation, those referred to on Schedule II annexed hereto and made a part hereof, and the continuation of such failure for a period of thirty days after such party receives written notice thereof; provided, however, that no such notice shall be required if, in the reasonable business judgment of the other party, such failure is willful or could jeopardize the economic viability of the other party; b. the entering by a court or governmental authority of competent jurisdiction of an order appointing a custodian, receiver, trustee, intervenor or other officer with similar powers with respect to such party or with respect to any substantial part of its property, or constituting an order for relief or approving a petition in bankruptcy or insolvency under the law of any jurisdiction, or ordering the dissolution, winding up or liquidation of such party, provided that any such petition that is filed involuntarily against such party is not dismissed within sixty (60) days thereafter, or an order shall have been issued granting such party a suspension of payments under applicable law and any such order is not dismissed within sixty (60) days thereafter; c. such party or any of its affiliates ceasing to have any one or more of the material franchises, licenses, agreements, certificates, concessions, permits, rights or privileges material to the conduct of the business and operations of the Network or the Manager, as the case may be, if (1) the loss is not remedied by the obtaining of a replacement franchise, license, agreement, certificate, concession, permit, right, or privilege within sixty (60) days of the loss thereof and (2) the loss has a material adverse effect upon the ability of either party to perform its obligations hereunder; or d. any of the representations or warranties of such party contained herein shall cease to be true in any material respect. iii. By the Manager. The Manager shall be in default under this Agreement upon the occurrence of any of the following events: a. Failure to meet the reasonably defined telephony standards as defined by Belcore and the continuation of such failure for a period of thirty (30) days after the Manager receives written notice thereof from the Company, b. Exceeding the capital or expense Budgets by more than fifteen percent (15%) for any calendar year without the prior written authorization of the Company; or c. Failure to implement any system or provide any services described in Section 2, including without limitation those set forth on Schedule II, in accordance with the time table for such systems and services set forth in the Initial Business Plan of the Network, as amended from time to time by the Company, without the prior written consent of the Company and the continuation of such failure for a period of thirty (30) days after the Manager receives written notice thereof from the Company. (b) Remedies. Upon the occurrence and during the continuance of any event of default and expiration of any related cure period, the non-defaulting party may, at its option, terminate this Agreement by written notice, which shall be effective immediately. This remedy is not intended to be exclusive, and all remedies shall be cumulative and may be exercised concurrently with any other remedy available to Manager or the Company at law or in equity. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES AS A RESULT OF THE PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT; PROVIDED, THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY THE PARTIES HERETO SHALL BE LIABLE FOR SPECIAL OR CONSEQUENTIAL DAMAGES WHICH RESULT FROM AN INTENTIONAL BREACH BY A PARTY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT WHICH BREACH CONTINUES AFTER NOTICE AND A REASONABLE OPPORTUNITY TO CURE. ANY NOTICE DELIVERED PURSUANT TO THE PRECEDING SENTENCE MUST BE IN WRITING AND MUST CLEARLY SPECIFY THAT THE BREACH IS INTENTIONAL AND SUBJECT TO SPECIAL AND CONSEQUENTIAL DAMAGES UNDER SECTION 9(b) OF THE MANAGEMENT AGREEMENT. (c) Other Termination Right. If the Network is not constructed, or does not operate, in accordance with any one or more of the Budgets, the Company may, in addition to such other remedies as it may have, terminate this Agreement by sixty (60) days written notice to the Manager, which shall be effective on the date specified in the notice. (d) Performance After Termination. After receipt of written notice of termination, but prior to the effective date of such termination, the Manager shall continue to perform under this Agreement unless specifically instructed to discontinue such performance. (e) Termination Transition. On the effective date of any termination, or before such date if so instructed, the Manager shall relinquish to the Company, or its designee, possession of all property of the Network and the Company, including but not limited to, all documents, data and records pertaining to the Network. The Manager and Company shall use their best efforts to ensure a smooth transition in the event of termination. 10. Indemnification. (a) General. The Manager shall not be liable for, and the Company shall indemnify and save and hold the Manager and its officers, members, directors, employees and agents harmless from and against, any and all damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees and other costs and expenses incident to any suit, proceeding or investigation or defense of any claim and the time devoted thereto by personnel of the Manager, whether or not as the result of judicial compulsion) (collectively, "Claims") resulting from or arising out of this Agreement or the acceptance or performance of duties or rendering of services by the Manager under this Agreement, except that the Company shall have no liability hereunder in respect of any claim relating to any act or omission of the Manager or any of its affiliates, officers, directors, employees or agents (i) not taken or made in good faith in the reasonable belief that such act or omission was in the best interest of the Company or (ii) that constitutes negligence, gross negligence, recklessness, or willful misconduct. The Manager shall indemnify and save and hold the Company and its officers, stockholders, directors, employees and agents harmless from and against any and all Claims resulting from or arising out of the Manager's negligence, gross negligence, recklessness or willful misconduct under this Agreement. The indemnifying party shall advance all costs and expenses incurred by the indemnified party in defending any claim in advance of the final disposition thereof; provided, however, that if it is ultimately determined by a court of competent jurisdiction (from whose decision no appeals may by taken or the time for appeal has lapsed) that the indemnified party was not entitled to indemnity therefor hereunder, the indemnified party shall repay all amounts so advanced. The indemnified party shall deliver to the indemnifying party statements of the costs and expenses so incurred not more frequently than monthly; and the indemnifying party shall pay to the indemnified party the amounts shown on such statements to be due within fifteen (15) days after receipt of such statements. (b) Procedure. Any party asserting a right to indemnification under this Section shall so notify the other in writing. If the facts giving rise to such indemnification involve any actual or threatened claim or demand by or against a third party, the indemnifying party shall be entitled to control the defense or prosecution of such claim or demand in the name of the indemnified party, if the indemnifying party notifies the indemnified party in writing of its intention to do so within twenty days after its receipt of notice from the indemnified party. The indemnified party shall have the right, however, at its own expense, to participate in such proceeding through counsel of its own choosing. Each indemnified party shall, to the extent requested by the indemnifying party and at the indemnifying party's expense, cooperate in the prosecution or defense of any claim and shall furnish any records, information, and testimony and attend any conferences, discovery proceedings, hearings, trials and appeals that the indemnifying party reasonably requests in connection therewith. (c) Survival. The provisions of this Section shall survive the termination or expiration of the term of this Agreement. 11. Assignment of Rights. (a) Consent Required. Except as otherwise provided in this Agreement, neither the Manager nor the Company shall assign its rights under this Agreement, or the privileges hereby granted, without the consent of the other party, except that either party may, without the consent of the other party, assign its rights under this Agreement, or the privileges hereby granted, to a controlled subsidiary; provided, however, that the assignor shall remain secondarily liable for payment and performance by its subsidiary hereunder. (b) Assignments in Writing. Any permitted assignment by the Manager or the Company shall be in writing and shall state the terms and conditions of the assignment. The assignee shall agree in writing at the time of the assignment to keep and abide by all the terms and conditions of this Agreement. 12. Force Majeure. Neither party shall be liable to the other for any failure of performance under this Agreement due to causes beyond its control, including fire, flood or other catastrophes; any law, order, regulation, direction, action, or request of the United States Government, or of any other government, including state and local governments having or claiming jurisdiction over such party, or of any department, agency, commission, bureau, corporation or other instrumentality of any one or more of these federal, state or local governments, or of any civil or military authority; national emergencies; unavailability of materials or rights-of-way; insurrections; riots; wars; or strikes, lock-outs, significant work stoppages or other significant labor difficulties. In the event of any delay resulting from such causes, upon notice to the other party promptly following the occurrence of the event giving rise to the delay, the time for performance hereunder shall be extended for a period of time reasonably necessary to overcome the effects of such delay. 13. Miscellaneous. (a) Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same instrument; and, in pleading or proving any provision of this Agreement, it shall not be necessary to produce more than one counterpart. (b) Captions; Gender. Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Whenever used herein the singular number shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders. (c) Governing Law and Binding Effect. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania applicable to contracts made and to be performed entirely therein without giving effect to the conflicts of laws principles thereof. This Agreement shall also be governed by and construed and enforced in accordance with applicable federal law. This Agreement shall bind and inure to the benefit of each of the parties and their permitted successors and assigns. (d) Waivers and Amendments. This Agreement may not be amended nor shall any waiver, change, modification, consent or discharge be effected, except by an instrument in writing adopted, in the case of an amendment, by each party and, in the case of a waiver, consent or discharge, by the party against whom enforcement of such instrument is sought. Any consent by either party to, or waiver of, a breach by the other party shall not constitute a waiver or consent to any subsequent or different breach. If either party fails to enforce a breach of this Agreement by the other party, such failure to enforce shall not be considered a consent to or a waiver of that breach or of any subsequent breach for any purpose whatsoever. (e) Relationship Not a Company. The Manager shall serve as an independent contractor in rendering the services set forth herein and its employees shall not be employees of the Company. The Manager, shall take no action, nor omit to take any action, that would lead a reasonable person to believe that the Manager has any relationship to the Company other than that of an agent to its principal. (f) Notices. All notices and other communications hereunder shall be in writing and deemed to have been duly given if: (a) mailed via first class, registered or certified mail, return receipt requested, postage prepaid; (b) delivered by courier or overnight courier providing written evidence of receipt for hand delivery; or (c) transmitted via telecopy: To Manager: Adelphia Business Solutions Operations, Inc. 1 North Main Street Coudersport, Pennsylvania 16915 Attention: John Glicksman, Esq. Telecopy: 814-274-8243 With a copy to: Adelphia Business Solutions Operations, Inc. 1 North Main Street Coudersport, Pennsylvania 16915 Attention: Ed Babcock Telecopy: 814-274-9863 To Company: ACC Operations, Inc. One North Main Street Coudersport, PA 16915 Attention: Timothy Rigas Telecopy: 814-274-0413 With a copy to: Adelphia Communications Corporation 1 North Main Street Coudersport, Pennsylvania 16915 Attention: Colin Higgin, Esq. Telecopy: 814-274-6586 Either party hereto may change its mailing address by giving notice to the other pursuant to the provisions of this Subsection. (g) Disclaimers. THERE ARE NO AGREEMENTS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN. (h) Entire Agreement. This Agreement constitutes the entire agreement between the Manager and the Company with respect to the subject matter hereof and supersedes all prior agreements and understandings between them as to such subject matter; and there are no restrictions, agreements, arrangements, or undertakings, oral or written, between the Manager and the Company relating to the transactions contemplated hereby which are not fully expressed or referred to herein. (i) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible. (j) Further Assurances. Each party agrees to execute all such further instruments and documents and to take all such further actions as the other party may reasonably request in order to effectuate the terms and purposes of this Agreement. (k) Regulatory Approval. The effectiveness of this Agreement, and the obligations of each party herein, are expressly subject to receipt of all regulatory approvals necessary to conduct the business of the Company as it relates to the Network. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the date first above written. ADELPHIA BUSINESS SOLUTIONS OPERATIONS, INC. By: /s/ James P. Rigas ------------------ Name: James P. Rigas Title: President ACC OPERATIONS, INC. By: /s/ Timothy J. Rigas -------------------- Name: Timothy J. Rigas Title: Chief Financial Officer SCHEDULE I Municipalities Boulder, Colorado Colorado Springs, Colorado Denver, Colorado Fort Collins, Colorado Pueblo, Colorado SCHEDULE II Services 1. Scope of Services. The Manager shall provide the services, technical assistance, personnel, and expertise for: 1.1. the management, sales and marketing, regulatory processing, accounting, and financial reporting for the Network, as more particularly described in 3; 1.2. the engineering, design, planning, construction, maintenance, and operation of the Network, as more particularly described in 4; 1.3. processing orders for service, billing for services provided by the Network and collection of receivables for the Network, as more particularly described in 5; and 1.4. monitoring and controlling the Network, as more particularly described in 6. 2. Types of Services Generally. The Manager shall: 2.1. design and supervise the implementation of systems, facilities and procedures for the implementation of the services described in this Schedule; 2.2. train the personnel responsible for providing these services; 2.3. provide continuing oversight of the operations and management of the Network; and 2.4. provide periodic recommendations to the Company regarding the operations and management of the Network. 3. Management Services. The Manager shall provide the following services with respect to the management, marketing, regulatory processing, accounting and financial reporting for the Network: 3.1. Sales & Marketing. The Manager shall provide to the Company continuing recommendations, advice and assistance regarding sales and marketing plans and strategy for the Network. The Manager shall provide sales and marketing supervisory personnel and develop appropriate marketing and sales materials and presentations. The Manager shall negotiate agreements on behalf of the Company with the major interexchange carriers and shall use its best efforts to maintain relations between the Company and these carriers. 3.2. Regulatory Support. The Manager shall prepare and file, or cause to be prepared and filed, all appropriate regulatory filings, certificates, tariffs and reports that are required by local, state and federal governmental regulatory bodies in connection with the operation of the Network for review and execution by the Company. The Manager shall monitor the tariff filings including pricing of competitive services and regulatory activities of the dominant local telephone company in the Network's service area and recommend appropriate changes to the Company's regulatory documents, as well as make recommendations for other action by the Company. 3.3. Management. The Manager shall assist the Company in hiring, training and developing appropriate management and administrative personnel. The Manager shall provide all human resources functions for these employees including payroll and benefit administration. The Manager shall provide advice concerning appropriate management strategies to assist the Company in achieving its financial and strategic objectives. The Manager shall consult with and advise the Company and its personnel with regard to the administration, supervision and control of the day-to-day operation of the Network. 3.4. Accounting. The Manager shall develop, implement and maintain systems and procedures for purchasing, accounting, tax application, bookkeeping, cash management and treasury functions. 3.5. Budgets. The Manager shall prepare and, on or prior to December 1 of each calendar year, submit to the Company for approval, operating and capital budgets relating to the operation of the Network (the "Budgets") for the next succeeding calendar year except that the Budgets for 2001 shall be prepared and delivered concurrently with the execution of the Management Agreement. The Budgets shall include adequate provision for the construction of the Network. The Company shall review such Budgets and, after consultation with the Manager, shall make such changes therein, consistent with the construction and operation of the Network, as it shall deem necessary or appropriate. Notwithstanding anything to the contrary contained elsewhere herein, the Manager shall use its best efforts to cause the Network to be operated in accordance with the Budgets as so approved by the Company and shall not make, or commit the Company to make, expenditures on behalf of the Company or the Network that exceed the expenditures established in the Budgets without the prior written consent of the Company. 4. Engineering Support Services. The Manager shall provide the following services with respect to the engineering, design, planning, construction, maintenance and operation of the Network. This Network is to include but not be limited to: generic switch updates (Retrofits), software updates BWM's, hot slides, switch equipment upgrades, datebase translation, AIN switched date services, STP management, switch balance, and switch loading: 4.1. Engineering and Design. The Manager shall advise and make recommendations to the Company regarding system engineering, system design and overall technical guidance with regard to the Network deployment, growth, RSM rehome, power, powering redundancies, call route diversity, evaluation including powering of the Network, selection and purchase of appropriate electronic equipment and other supporting infrastructure for the Network. The Manager shall maintain databases and records of all installed circuits and fiber plant. 4.2. Central Office Equipment. The Manager shall oversee the development of systems for the Company that will facilitate the installation of one or more central offices for the provision of Company services, including the planning and implementation for future growth. 4.3. Customer Premises Equipment. The Manager shall oversee the development of systems for the Company that will facilitate the installation of customer premises equipment and coordinate the relationship between end users and interexchange telecommunications companies to facilitate the use of the Network, including the planning and implementation for future growth. 4.4. Network Development. The Manager shall provide recommendations and advice to the Company concerning the overall development of the Network, including Network operating procedures, Network expansion and rights-of-way acquisition and systems for the continuing care and maintenance of the fiber optic cable, telecommunications and business switch equipment and appurtenances of the Network. 4.5. Network Personnel. The Manager shall recruit and train all technical personnel necessary to operate and maintain the Network and ensure that these personnel are capable of operating and maintaining the fiber equipment and infrastructure used in the Network. 5. Service Order, Billing and Collection Support Services. The Manager shall provide the following services with respect to processing orders for service, billing for services provided by the Network and collection of receivables for the Network: 5.1. Service Order System. The Manager shall develop, implement and maintain a service ordering system and associated procedures capable of processing service requests from both interexchange carders and end user customers for the Network. 5.2. Billing System. The Manager shall assist in the development and implementation of a billing system and associated procedures capable of processing service requests from both interexchange carriers and end user customers for the Network, which billing system and procedures shall comply with applicable regulations, if any. 5.3. Collection System. The Manager shall develop, implement and maintain procedures for the collection of outstanding accounts receivable, in accordance with all applicable federal and state laws, rules and regulations, from both interexchange carriers and end user customers for the Network. The Manager shall perform credit checks to determine the credit worthiness of new customers. 5.4. Record Keeping. The Manager shall prepare and maintain appropriate records associated with providing the services described above. 6. Network Monitoring Services. The Manager shall provide network monitoring services from its NCC in Coudersport, Pennsylvania, which shall be staffed at all times by employees of the Manager. The Manager shall provide the following services with respect to monitoring and controlling the Network: 6.1. Monitoring. The Manager shall provide ongoing monitoring of the Company's central offices, buildings, switches and circuits that are operational on the Network to ensure that the Network and its components are functioning properly. 6.2. Maintenance. The Manager shall provide routine maintenance and diagnostic tests to identify potential problems and areas for improvement. 6.3. Trouble Calls. The Manager shall receive, track and coordinate trouble calls from customers, interexchange carriers and the Company's employees. 6.4. Remote Repairs. The Manager shall correct and repair any trouble situations that may be corrected or repaired from a remote location. 6.5. Dispatch. The Manager shall coordinate the dispatch of local employees or contractors of the Company or the Manager to correct trouble and maintenance situations that require local, on-site support. 6.6. New Services. The Manager shall assist in the provision of new services in coordination with local employees of the Company. 7. Accounts. The Manager and the Company shall use good faith efforts to agree on methods of cash management functions, including, but not limited to, collection of revenues and disbursements for regular recurring operating expenses of the Network, as well as extraordinary expenses. Schedule of Similar Agreements In accordance with Instruction 2 to Regulation SK 601(a), following is a list of similar agreements to Exhibit 10.17: Management Agreement between Adelphia Business Solutions Operations, Inc. and ACC Operations, Inc. for the management of a telecommunications network in California. Management Agreement between Adelphia Business Solutions Operations, Inc. and ACC Operations, Inc. for the management of a telecommunications network in Ohio. Management Agreement between Adelphia Business Solutions of Virginia, LLC and ACC Operations, Inc. for the management of a telecommunications network in California. EX-99.3 4 0004.txt PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT INFORMATION: Karen Chrosniak, Director of Investor Relations Ed Babcock, VP of Finance Adelphia Business Solutions 877-496-6704 ADELPHIA BUSINESS SOLUTIONS, INC ANNOUNCES FOURTH QUARTER AND FULL YEAR RESULTS OF OPERATIONS Coudersport, PA - April 1, 2001 John J. Rigas, Chairman of Adelphia Communications Corporation ("Adelphia") (NASDAQ: ADLAC) and Adelphia Business Solutions, Inc. ("the Company") (NASDAQ: ABIZ) reported results of operations for the Company for the fourth quarter and year which ended on December 31, 2000. Fourth quarter results saw record levels of consolidated operating revenues of $108.9 million. For the year 2000, consolidated operating revenues were a record $352.0 million, or 128% higher than the previous year. Net loss applicable to common stockholders for the fourth quarter totaled $137.3 million, or $1.94 per share, compared with $60.8 million, or $1.01 per share, for the same period in the prior year. Summarized financial results are included in Tables 1, 2, and 3 below. As presented in Table 1, consolidated revenues increased by 96% to $108.9 million in the December 2000 quarter, from $55.6 million in the December 1999 quarter and were 17% higher than the consolidated revenues of $93.5 million for the September 2000 quarter. Consolidated revenues were comprised of voice revenue (includes local, long-distance and other revenues) of $88.5 million in the December 2000 quarter as compared with $43.8 million in the December 1999 quarter and data revenue (includes internet, dedicated access and data services) of $20.4 million in the December 2000 quarter as compared with $11.8 million in the December 1999 quarter. Average revenue per installed access line in the December 2000 quarter was approximately $50 per month, in line with $51 per month in the prior quarter. Consolidated revenues in the December 2000 quarter included $9.5 million of reciprocal compensation revenue, or 8.7% of revenues. The Company continues to expect calendar 2001 revenues to be approximately $500 million, with first quarter 2001 revenue at approximately the same level as December 2000 quarterly revenue. Consolidated gross margin as a percent of sales was 47.6% in the December 2000 quarter as compared with 45.6% of sales in the September 2000 quarter. Consolidated EBITDA losses for the December 2000 quarter were $34.2 million versus a $25.2 million EBITDA loss for the September 2000 quarter. Consolidated EBITDA losses were greater than expected due to an additional $15 million charge related to potentially uncollectible accounts receivable associated primarily with internet service providers. In addition to the Company's EBITDA loss for the December 2000 quarter, the Company recorded a restructuring charge totaling $5.4 million comprised primarily of direct costs associated with the previously announced revision of the Company's business plan from 200 markets to its current 80 market business plan. The Company will record an additional $3.6 million charge to earnings in the first quarter of calendar 2001 for severance costs associated with the related layoff of approximately 210 employees in January 2001. As a result of continued revenue growth combined with cost reduction efforts associated with the revised business plan, the Company expects EBITDA losses to decrease to approximately $15-17 million for the first quarter of calendar 2001 and to approximately $20-25 million for calendar 2001. As shown in Table 2, the Company's fourteen Class of 1996 markets continue to demonstrate strong financial results with sequential quarterly revenue growth of 4.8% in the December 2000 quarter and gross margin as a percentage of sales of 72.6%. Revenue for the Class of 1996 markets has increased 56.2% as compared with the December 1999 quarter, with gross margins in excess of 72.5% of revenues for each of the past five quarters. As such, EBITDA for these markets before allocation of corporate overhead has increased 71.8% from an annualized $73.4 million for the December 1999 quarter to an annualized $126.1 million for the December 2000 quarter. Furthermore, from the December 1999 quarter to the December 2000 quarter, the eight Class of 1997/1998 markets' revenues increased 82.6% from $8.1 million to $14.8 million. Gross margins for these markets increased 105.7% during the same period and annualized EBITDA before allocation of corporate overhead increased from $3.4 million to $11.3 million, or to 19.0% of revenues in the December 2000 quarter. With all nine of the Company's regional Class 5 switches operational in the Class of 1999 markets, the Company's total service resale conversion effort contributed to the improvement of these markets' negative gross margin from a negative 27.4% of revenues in the September 2000 quarter to a negative 17.0% of revenues in the December 2000 quarter on sequential quarterly revenue growth of 18.3%. As such, EBITDA losses before allocation of corporate overhead in these markets were relatively unchanged at negative $26.6 million from the September 2000 quarter to the December 2000 quarter. The Company expects this to be these markets' peak EBITDA loss period, and that EBITDA losses will decrease throughout calendar 2001. The Company believes the results in all of its Class market categories continue to validate its business plan model as a facilities based integrated communications provider. The Company's focus on collection efforts and accounts receivable during the December 2000 quarter resulted in an improvement in days sales outstanding in accounts receivable from 105 days as of September 30, 2000 to 78 days as of December 31, 2000. During the December 2000 quarter, the Company and its consolidated subsidiaries invested approximately $233.8 million in capital expenditures related primarily to local market construction, regional network ring activations, and the central office build-out for the Class of 1999 and 2000 markets. Capital expenditures for calendar 2000 totaled $712.8 million. As of December 31, 2000, total gross property, plant and equipment of the Company and its consolidated subsidiaries, was approximately $1.7 billion. The Company's condensed consolidated balance sheets are attached on Table 3. During the December 2000 quarter, the Company funded a portion of its free cash flow deficit with draws of approximately $150.3 million under a $500.0 million bank credit commitment, $87.5 million in proceeds from the sale to Adelphia of assets in six markets the Company has decided not to pursue in its revised business plan, and increases in working capital. As of December 31, 2000, $500.0 million was drawn on the bank credit facility. The Company expects to fund its projected future cash flow deficits through a combination of additional bank or institutional indebtedness and proceeds from the recently completed common stock rights offering in which Adelphia exercised rights providing the Company with $460.9 million in proceeds. A summary of the Company's non-financial statistical information as of December 31, 2000 follows: Active --------- Local Route Miles 8,976 Fiber Strand Miles 479,223 Long-Haul Route Miles 7,879 Buildings Connected on-network with owned facilities 3,173 Central Offices Connect on-network 299 Lucent 5ESS Voice Switches 30 Data Switches 26 Sales Employees 763 Total Employees 2,774 Average Lines per Customer 18 Adelphia Business Solutions provides integrated communications services to business customers through its state-of-the-art fiber optic communications network, including local and long distance voice services, messaging, high-speed data and internet services. For more information on Adelphia Business Solutions, or to review an electronic version of this press release visit the Company's web site at http://www.adelphia.com. The Company will hold its quarterly conference call with investors on Monday, April 2, 2001 at 3:00 p.m. Eastern Standard Time (EST). The conference call can be accessed by dialing 800-521-5439 or 303-267-1006 internationally (passcode 980826). A telephone replay of the conference call will be available immediately following the call and through Friday, April 6, 2001. To access the replay, please dial 800-625-5288 (passcode 980826). In addition, the conference call will be rebroadcast live via the Internet at www.adelphia-abs.com. A recording of the conference call will also be available on the Company's website from April 2, 2001 through April 16, 2001. The statements in this press release that are not historical facts are forward-looking statements that are subject to material risks and uncertainties. Actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with the Company's business, which include among others, general economic and business conditions, competitive developments, risks associated with the Company's growth and financings, the cost and availability of capital, the development of the Company's markets, regulatory risks, risks associated with reliance on the performance and financial condition of vendors and customers, dependence on its customers and their spending patterns, the ability of the Company to execute on its business plan and to design and construct fiber optic networks and related facilities, and other risks which are discussed in the Company's filings with the Securities and Exchange Commission. Additional information regarding factors that may affect the business and financial results of Adelphia Business Solutions can be found in the Company's filings with the Securities and Exchange Commission, including the prospectus and most recent prospectus supplement under Registration Statement File No. 333-11142 (formerly No. 333-88927), under the caption "Risk Factors," and the Company's filings under the Securities Exchange Act of 1934. The Company does not undertake to update any forward looking statements in this press release or with respect to matters described herein. ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES TABLE 1 - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts)
(Unaudited) Three Months Ended Year Ended December 31, December 31, ---------------------- ---------------------- 1999 2000 1999 2000 --------- --------- --------- --------- Revenues ............................ $ 55,575 $ 108,908 $ 154,575 $ 351,974 Operating expenses: Network operations ................ 22,488 57,028 58,525 183,314 Selling, general and administrative 47,269 86,078 140,183 274,890 --------- --------- --------- --------- EBITDA (a) ........................ (14,182) (34,198) (44,133) (106,230) Restructuring charges ............. -- 5,420 -- 5,420 Non-cash stock compensation ....... 1,728 1,721 2,432 2,308 Depreciation and amortization ..... 19,955 41,384 65,244 114,614 --------- --------- --------- --------- Operating loss ...................... (35,865) (82,723) (111,809) (228,572) Other income (expense): Interest income ................... 288 1,229 19,933 3,900 Interest income-affiliate ......... 1,540 -- 8,483 6,282 Interest expense .................. (17,931) (38,822) (74,314) (81,573) Interest expense - affiliate ...... -- (4,812) -- (7,003) --------- --------- --------- --------- Loss before income taxes and equity in net loss of joint ventures (51,968) (125,128) (157,707) (306,966) Income tax benefit (expense) ........ 3 -- (1) -- --------- --------- --------- --------- Loss before equity in net loss of joint ventures ................. (51,965) (125,128) (157,708) (306,966) Equity in net loss of joint ventures (418) (2,788) (7,758) (2,858) --------- --------- --------- --------- Net loss ............................ (52,383) (127,916) (165,466) (309,824) Dividend requirements applicable to preferred stock ................. (8,450) (9,344) (31,618) (35,665) --------- --------- --------- --------- Net loss applicable to common stockholders ....................... $ (60,833) $(137,260) $(197,084) $(345,489) ========= ========= ========= ========= Basic and diluted net loss per weighted average share of common stock ....................... $ (1.01) $ (1.94) $ (3.47) $ (4.93) ========= ========= ========= ========= Weighted average shares of common stock outstanding .......... 60,453 70,683 56,739 70,088 ========= ========= ========= ========= (a) Earnings before interest, income taxes, depreciation and amortization, restructuring charges, other income/expense and non-cash stock compensation ("EBITDA") and similar measures of cash flow are commonly used in the telecommunications industry to analyze and compare telecommunications companies on the basis of operating performance, leverage, and liquidity. While EBITDA is not an alternative to operating income as an indicator of operating performance or an alternative to cash flows from operating activities as a measure of liquidity as defined by GAAP, and while EBITDA may not be comparable to other similarly titled measures of other companies, management of Adelphia Business Solutions believes that EBITDA is a meaningful measure of performance.
Adelphia Business Solutions, Inc. Table 2 - Unaudited Combined Results of Original and Expansion Markets Before allocation of Corporate Overhead (a)
Quarter Ended December 31, 2000 Quarter Ended September 30, 2000 ---------------------------------------------------- --------------------------------------------------- Original Expansion Original Expansion Markets Markets Markets Markets ------------------ ----------------- ------------------ ----------------- (dollars in Class Class Class Class Total Class Class Class Class Total thousands) of of of of Operating of of of of Operating 1996 1997/98 1999 2000 Results(a) 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- --------- -------- -------- -------- ---------- Revenue ........... $ 81,936 $ 14,825 $ 22,275 $ 2,005 $ 121,041 $ 78,168 $ 14,061 $ 18,829 $ 105 $ 111,163 Direct Operating Expenses ......... 22,440 6,365 26,060 2,370 57,235 20,933 6,575 23,986 879 52,373 -------- -------- -------- -------- ---------- --------- -------- -------- ------- --------- Gross Margin ...... 59,496 8,460 (3,785) (365) 63,806 57,235 7,486 (5,157) (774) 58,790 Gross Margin Percentage ....... 72.6% 57.1% (17.0%) (18.2%) 52.7% 73.2% 53.2% (27.4%) NM 52.9% Sales, General and Administrative Expenses ......... 27,970 5,644 22,781 6,031 62,426 30,171 5,296 21,689 3,519 60,675 -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA before allocation of Corporate Overhead (b) ..... $ 31,526 $ 2,816 $(26,566) $ (6,396) $ 1,380 $ 27,064 $ 2,190 $(26,846) $(4,293) $ (1,885) -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA as a Percentage of Revenues ......... 38.5% 19.0% (119.3%) NM 1.1% 34.6% 15.6% (142.6%) NM (1.7%) December 2000 Quarter vs. September 2000 Quarter Percentage Change Comparison --------------------------------------------------- Original Expansion Markets Markets ------------------ ----------------- Percent Change Class Class Class Class Total Comparison of of of of Operating 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- Revenue ........... 4.8% 5.4% 18.3% NM 8.9% Direct Operating Expenses ......... 7.2% (3.2%) 8.6% NM 9.3% -------- -------- -------- -------- ---------- Gross Margin ...... 4.0% 13.0% (26.6%) NM 8.5% Sales, General and Administrative Expenses ......... (7.5%) 6.6% 5.0% NM 2.9% -------- -------- -------- -------- ---------- EDITDA before allocation of Corporate Overhead (b) ..... 16.5% 28.6% 1.0% NM NM -------- -------- -------- -------- ---------- (a) Table 2 summarizes operating results before the allocation of corporate overhead for Adelphia Business Solutions' Original and Expansion Markets, grouped by the year or years in which operations commenced. Operating Results are presented before an allocation of Corporate Overhead for network operating control center, engineering and other administrative support functions totaling $23.7 million in the December 2000 quarter and $17.1 million in the September 2000 quarter and before a bad debt provision for previously recorded revenues of $15 million in the December 2000 quarter. The Original Markets include fourteen markets in the Class of 1996 and eight markets in the Class of 1997/1998. The Expansion Markets include thirty markets in the Class of 1999 and twenty-nine markets in the Class of 2000. Amounts presented include results for the six markets sold to Adelphia in December 2000, which markets will not be included in results for subsequent quarters. (b) Earnings before interest, income taxes, depreciation and amortization, restructuring charges, other income/expense and noncash stock compensation ("EBITDA") and similar measures of cash flow are commonly used in the telecommunications industry to analyze and compare telecommunications companies on the basis of operating performance, leverage, and liquidity. While EBITDA is not an alternative indicator of operating performance or an alternative to cash flows from operating activities as a measure of liquidity as defined by GAAP, and while EBITDA may not be comparable to other similarly titled measure of other companies, management of Adelphia Business Solutions believes that EBITDA is a meaningful measure of performance.
Adelphia Business Solutions, Inc. Table 2 (Cont.) - Unaudited Combined Results of Original and Expansion Markets Before allocation of Corporate Overhead (a)
Quarter Ended December 31, 2000 Quarter Ended December 31, 1999 ---------------------------------------------------- --------------------------------------------------- Original Expansion Original Expansion Markets Markets Markets Markets ------------------ ----------------- ------------------ ----------------- (dollars in Class Class Class Class Total Class Class Class Class Total thousands) of of of of Operating of of of of Operating 1996 1997/98 1999 2000 Results(a) 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- --------- -------- -------- -------- ---------- Revenue ........... $ 81,936 $ 14,825 $ 22,275 $ 2,005 $ 121,041 $ 52,740 $ 8,121 $ 6,462 $ --- $ 67,053 Direct Operating Expenses ......... 22,440 6,365 26,060 2,370 57,235 11,221 4,009 7,743 --- 23,073 -------- -------- -------- -------- ---------- --------- -------- -------- ------- --------- Gross Margin ...... 59,496 8,460 (3,785) (365) 63,806 41,249 4,112 (1,381) --- 43,980 Gross Margin Percentage ....... 72.6% 57.1% (17.0%) (18.2%) 52.7% 78.6% 50.6% (21.4%) --- 65.6% Sales, General and Administrative Expenses ......... 27,970 5,644 22,781 6,031 62,426 22,911 3,264 14,508 420 41,103 -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA before allocation of Corporate Overhead (b) ..... $ 31,526 $ 2,816 $(26,566) $ (6,396) $ 1,380 $ 18,338 $ 848 $(15,890) $ (420) $ 2,877 -------- -------- -------- -------- ---------- --------- -------- -------- ------- ---------- EBITDA as a Percentage of Revenues ......... 38.5% 19.0% (119.3%) NM 1.1% 34.9% 10.4% (245.9%) --- 4.3% December 2000 Quarter vs. December 1999 Quarter Percentage Change Comparison --------------------------------------------------- Original Expansion Markets Markets ------------------ ----------------- Percent Change Class Class Class Class Total Comparison of of of of Operating 1996 1997/98 1999 2000 Results(a) -------- -------- -------- -------- ---------- Revenue ........... 56.2% 82.6% 244.7% NM 80.5% Direct Operating Expenses ......... 100.0% 58.8% 232.2% NM 148.1% -------- -------- -------- -------- ---------- Gross Margin ...... 44.2% 105.7% NM NM 45.1% Sales, General and Administrative Expenses ......... 22.1% 72.9% 57.0% NM 51.9% -------- -------- -------- -------- ---------- EDITDA before allocation of Corporate Overhead (b) ..... 71.9% 232.1% NM NM (52.0%) -------- -------- -------- -------- ---------- (a) Table 2 summarizes operating results before the allocation of corporate overhead for Adelphia Business Solutions' Original and Expansion Markets, grouped by the year or years in which operations commenced. Operating Results are presented before an allocation of Corporate Overhead for network operating control center, engineering and other administrative support functions totaling $23.7 million in the December 2000 quarter and $14.4 million in the December 1999 quarter and before a bad debt provision for previously recorded revenues of $15 million in the December 2000 quarter. The Original Markets include fourteen markets in the Class of 1996 and eight markets in the Class of 1997/1998. The Expansion Markets include thirty markets in the Class of 1999 and twenty-nine markets in the Class of 2000. Amounts presented include results from the six markets sold to Adelphia in December 2000, which markets will not be included in results for subsequent quarters. (b) Earnings before interest, income taxes, depreciation and amortization restructuring charges, other income/expense and noncash stock compensation ("EBITDA") and similar measures of cash flow are commonly used in the telecommunications industry to analyze and compare telecommunications companies on the basis of operating performance, leverage, and liquidity. While EBITDA is not an alternative indicator of operating performance or an alternative to cash flows from operating activities as a measure of liquidity as defined by GAAP, and while EBITDA may not be comparable to other similarly titled measure of other companies, management of Adelphia Business Solutions believes that EBITDA is a meaningful measure of performance.
ADELPHIA BUSINESS SOLUTIONS, INC. AND SUBSIDIARIES TABLE 3 - CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amounts)
December December 31, 31, 1999 2000 ----------- ----------- ASSETS: Current assets: Cash and cash equivalents ............... $ 2,133 $ 3,543 Due from parent - net ................... 392,629 -- Due from affiliates - net ............... 6,230 -- Accounts receivable - net ............... 68,075 79,650 Other current assets .................... 9,852 14,936 ----------- ----------- Total current assets ............... 478,919 98,129 U.S. government securities - pledged ......... 29,899 -- Restricted cash .............................. -- 54,178 Investments .................................. 44,066 48,409 Property, plant and equipment - net .......... 943,756 1,534,612 Other assets - net ........................... 67,063 154,138 ----------- ----------- Total .............................. $ 1,563,703 $ 1,889,446 =========== =========== LIABILITIES, PREFERRED STOCK, COMMON STOCK AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY): Current liabilities: Accounts payable ....................... $ 150,151 $ 158,249 Due to parent-net ...................... -- 1,544 Due to affiliates-net .................. -- 8,067 Accrued interest ....................... 16,566 31,011 Accrued interest-parent ................ -- 7,003 Other current liabilities .............. 11,029 13,339 ----------- ----------- Total current liabilities .......... 177,746 219,213 13% Senior discount notes due 2003 ........... 253,860 291,891 12 1/4% Senior secured notes due 2004 ........ 250,000 250,000 12% Senior subordinated notes due 2007 ....... 300,000 300,000 Note payable ................................. -- 500,000 Other debt ................................... 41,318 48,565 ----------- ----------- Total liabilities .................. 1,022,924 1,609,669 ----------- ----------- 12 7/8% Senior exchangeable redeemable preferred stock ............................. 260,848 297,067 ----------- ----------- Common stock and other stockholders' equity (deficiency): Class A common stock, $0.01 par value, 800,000,000 shares authorized, 34,066,587 and 35,848,366 shares outstanding, respectively ................. 341 358 Class B common stock, $0.01 par value, 400,000,000 shares authorized, 35,371,458 and 35,143,859 shares outstanding, respectively ................. 354 351 Additional paid in capital ................. 666,021 678,140 Class B common stock warrants .............. 2,177 1,022 Unearned stock compensation ................ (5,715) (4,070) Accumulated deficit ........................ (383,247) (693,071) ----------- ----------- Total common stock and other stockholders' equity (deficiency) . 279,931 (17,270) ----------- ----------- Total .............................. $ 1,563,703 $ 1,889,466 =========== ===========
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