SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended September 30, 1997
____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to _____________
Commission File Number: 0-16014
ADELPHIA COMMUNICATIONS
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2417713
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Main at Water Street
Coudersport, PA 16915-1141
(Address of principal executive offices) (Zip code)
814-274-9830
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ______
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
At November 13, 1997, 19,702,308 shares of Class A Common Stock, par value $.01,
and 10,944,476 shares of Class B Common Stock, par value $.01 per share, of the
registrant were outstanding.
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - March 31, 1997 and
September 30, 1997................................................. 3
Condensed Consolidated Statements of Operations - Three and Six Months
Ended September 30, 1996 and 1997.................................. 4
Condensed Consolidated Statements of Cash Flows - Six Months Ended
September 30, 1996 and 1997........................................ 5
Notes to Condensed Consolidated Financial Statements................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk......... 21
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................................22
Item 2. Changes in Securities...............................................22
Item 3. Defaults Upon Senior Securities...................................22
Item 4. Submission of Matters to a Vote of Security Holders...............22
Item 5. Other Information.................................................23
Item 6. Exhibits and Reports on Form 8-K....................................23
SIGNATURES...................................................................27
INDEX TO EXHIBITS............................................................28
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except share amounts)
March 31, September 30,
ASSETS: 1997 1997
-------------- --------------
<S> <C> <C>
Property, plant and equipment - net $ 659,575 $ 722,966
Intangible assets - net 650,533 681,106
----------- -----------
Total 1,310,108 1,404,072
Cash and cash equivalents 61,539 206,078
U.S. government securities - pledged -- 83,849
Investments 117,996 133,932
Preferred equity investment in Managed Partnership 18,338 18,338
Subscriber receivables - net 24,692 29,345
Prepaid expenses and other assets - net 80,355 94,627
Related party receivables - net 30,798 52,130
----------- -----------
Total $ 1,643,826 $ 2,022,371
=========== ===========
LIABILITIES, PREFERRED STOCK, COMMON STOCK
AND OTHER STOCKHOLDERS' EQUITY (DEFICIENCY):
Parent debt $ 1,174,672 $ 1,633,771
Subsidiary debt 1,369,367 1,133,012
Accounts payable 56,961 56,419
Subscriber advance payments and deposits 16,004 16,402
Accrued interest and other liabilities 127,938 100,374
Deferred income taxes 110,097 110,013
----------- -----------
Total liabilities 2,855,039 3,049,991
----------- -----------
Cumulative equity in loss in excess of investment in and amounts
due from Olympus 42,668 38,665
----------- -----------
Series A Cumulative Redeemable Exchangeable Preferred Stock -- 147,976
----------- -----------
Commitments and contingencies (Note 8)
Convertible preferred stock, common stock and other stockholders' equity
(deficiency):
8 1/8% Series C Convertible Preferred Stock ($100,000 liquidation preference) -- 1
Class A Common Stock, $.01 par value, 200,000,000 shares authorized,
16,130,880 and 19,702,308 shares outstanding, respectively 161 197
Class B Common Stock, $.01 par value, 25,000,000 shares
authorized and 10,944,476 shares outstanding 109 109
Additional paid-in capital 219,408 336,873
Accumulated deficit (1,473,559) (1,551,441)
----------- -----------
Convertible preferred stock, common stock and
other stockholders' (deficiency) (1,253,881) (1,214,261)
----------- -----------
Total $ 1,643,826 $ 2,022,371
=========== ===========
See notes to condensed
consolidated financial statements.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
September 30, September 30,
----------------------- ------------------------
1996 1997 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 117,437 $ 128,990 $ 228,448 $ 251,634
--------- --------- --------- ---------
Operating expenses:
Direct operating and programming 35,864 38,540 69,461 78,213
Selling, general and administrative 20,175 23,472 38,813 45,731
Depreciation and amortization 30,262 33,586 58,739 67,319
--------- --------- --------- ---------
Total 86,301 95,598 167,013 191,263
--------- --------- --------- ---------
Operating income 31,136 33,392 61,435 60,371
--------- --------- --------- ---------
Other income (expense):
Interest income from affiliates 2,163 1,658 4,212 3,809
Other income -- 610 -- 610
Priority investment income from Olympus 10,273 12,000 20,090 23,765
Interest expense (60,969) (64,090) (121,465) (127,978)
Equity in loss of Olympus and other joint ventures (11,916) (14,840) (24,927) (34,038)
Equity in loss of Hyperion joint ventures (1,362) (3,886) (2,998) (6,426)
Gain on sale of investment -- -- 8,405 --
--------- --------- --------- ---------
Total (61,811) (68,548) (116,683) (140,258)
--------- --------- --------- ---------
Loss before income taxes and extraordinary (loss) gain (30,675) (35,156) (55,248) (79,887)
Income tax benefit (expense) 175 (365) 9 (295)
--------- --------- --------- ---------
Loss before extraordinary (loss) gain (30,500) (35,521) (55,239) (80,182)
Extraordinary (loss) gain on early retirement of debt -- -- (2,079) 2,300
--------- --------- --------- ---------
Net loss (30,500) (35,521) (57,318) (77,882)
Dividend requirements applicable to preferred stock -- (4,550) -- (4,550)
--------- --------- --------- ---------
Net loss applicable to common stockholders $ (30,500) $ (40,071) $ (57,318) $ (82,432)
========= ========= ========= =========
Loss per weighted average share of common
stock before extraordinary (loss) gain $ (1.16) $ (1.31) $ (2.10) $ (2.92)
Extraordinary (loss) gain per weighted
average share on early retirement of debt -- -- (0.08) 0.08
--------- --------- --------- ---------
Net loss per weighted average share of common stock $ (1.16) $ (1.31) $ (2.18) $ (2.84)
========= ========= ========= =========
Weighted average shares of common
stock outstanding (in thousands) 26,308 30,647 26,308 29,066
========= ========= ========= =========
See notes to condensed consolidated financial
statements.
</TABLE>
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Six Months Ended September 30,
------------------------------
1996 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (57,318) $ (77,882)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 58,739 67,319
Noncash interest expense 19,596 22,629
Equity in loss of Olympus and other joint ventures 24,927 34,038
Equity in loss of Hyperion nonconsolidated joint ventures 2,998 6,426
Gain on sale of investment (8,405) --
Extraordinary loss (gain) on early retirement of debt 2,079 (2,300)
Decrease in deferred income taxes, net of effect of acquisitions (120) (84)
Change in operating assets and liabilities, net of effect of acquisitions:
Subscriber receivables (3,699) (4,281)
Prepaid expenses and other assets (8,871) (431)
Accounts payable 5,730 (837)
Subscriber advance payments and deposits 1,358 395
Accrued interest and other liabilities (337) (35,745)
--------- ---------
Net cash provided by operating activities 36,677 9,247
--------- ---------
Cash flows used for investing activities:
Acquisitions (136,370) (37,147)
Expenditures for property, plant and equipment (54,733) (80,615)
Investments in Hyperion nonconsolidated joint ventures (13,991) (26,640)
Investments in other joint ventures (8,408) (11,139)
Investment in U.S. government securities - pledged -- (83,849)
Amounts invested in and advanced from (to)
Olympus and related parties 4,585 (55,508)
Proceeds from sale of investment 11,618 --
--------- ---------
Net cash used for investing activities (197,299) (294,898)
--------- ---------
Cash flows provided by financing activities:
Proceeds from debt 903,806 839,419
Repayments of debt (619,640) (636,115)
Costs associated with debt financings (15,028) (18,090)
Proceeds from subsidiary's issuance of warrants 11,087 --
Issuance of redeemable exchangeable preferred stock -- 147,976
Issuance of convertible preferred stock -- 97,000
--------- ---------
Net cash provided by financing activities 280,225 430,190
--------- ---------
Increase in cash and cash equivalents 119,603 144,539
Cash and cash equivalents, beginning of period 10,809 61,539
--------- ---------
Cash and cash equivalents, end of period $ 130,412 $ 206,078
========= =========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands)
The accompanying unaudited condensed consolidated financial
statements of Adelphia Communications Corporation and its majority owned
subsidiaries ("Adelphia" or the "Company") have been prepared in accordance with
the rules and regulations of the Securities and Exchange Commission.
In the opinion of management, all adjustments, consisting of only
normal recurring accruals necessary for a fair presentation of the financial
position of Adelphia at September 30, 1997, and the results of operations for
the three and six months ended September 30, 1996 and 1997, have been included.
These condensed consolidated financial statements should be read in conjunction
with Adelphia's consolidated financial statements included in its Annual Report
on Form 10-K for the fiscal year ended March 31, 1997 ("Annual Report"). The
results of operations for the three and six months ended September 30, 1997 are
not necessarily indicative of the results to be expected for the year ending
March 31, 1998. Certain prior period balances have been reclassified to conform
with the September 30, 1997 presentation.
1. Significant Events Subsequent to the Annual Report:
On May 20, 1997, Adelphia and its affiliates and Time Warner Cable
companies entered into agreements involving a trade of cable systems in seven
states covering approximately 250,000 subscribers, with applicable cash
adjustments. Adelphia will exchange its systems serving 67,600 subscribers
primarily in the Mansfield, Ohio, area for systems owned by Time Warner Cable
companies serving 72,400 subscribers adjacent to systems owned or managed by
Adelphia in Virginia, New England and New York. Certain affiliates managed by
Adelphia will exchange systems serving 49,700 subscribers in Syracuse, New York,
and Henderson, North Carolina, for Time Warner cable systems serving 57,900
subscribers adjacent to systems owned or managed by Adelphia in western
Pennsylvania and Virginia. Consummation of this transaction is subject to
certain closing conditions and regulatory approval. In a related transaction on
September 12, 1997, Hyperion consummated with a Time Warner company the exchange
of interest in four CLEC networks in New York, in which Hyperion increased its
interests in its Buffalo and Syracuse CLEC networks to 60% and 100%,
respectively, and eliminated its interests in the Albany and Binghamton
networks.
On June 6, 1997, Adelphia signed a non-binding letter of intent to
establish a partnership into which Tele-Communications, Inc. ("TCI") will
contribute its cable systems in Buffalo, New York; Erie, Pennsylvania; and
Ashtabula and Lake County, Ohio, totaling 166,000 subscribers, and Adelphia will
contribute its Western New York and Lorain, Ohio systems, totaling 298,000
subscribers. Upon closing of the transaction, TCI will hold a minority interest
in the partnership. Adelphia will manage the partnership and expects to
consolidate the partnership's results for financial reporting purposes. The
venture will serve approximately 464,000 customers. The parties are negotiating
definitive documents for this transaction.
On June 20, 1997, Adelphia acquired cable systems from Booth
Communications Company. These systems served approximately 25,800 subscribers at
the date of acquisition in the Virginia cities of Blacksburg and Salem and were
purchased for an aggregate price of $54,500 comprised of 3,571,428 shares of
Adelphia's Class A Common Stock and $29,500 cash. The acquisition was accounted
for under the purchase method of accounting. Accordingly, the financial results
of the acquired systems are included in the consolidated results of Adelphia
effective with the date acquired.
On July 7, 1997, Adelphia issued $150,000 of 10 1/2% Senior Notes due
2004 (the "Notes") and 1,500,000 shares of 13% Series A Cumulative Exchangeable
Preferred Stock (the "Exchangeable Preferred Stock") with a par value of $.01
per share and an aggregate liquidation preference of $150,000. The terms of the
Notes are similar to those of Adelphia's existing publicly held senior debt. The
shares of Exchangeable Preferred Stock are redeemable at the option of the
Company, on or after July 15, 2002. The Company is required, subject to certain
conditions, to redeem all of the Exchangeable Preferred Stock outstanding on
July 15, 2009, at a redemption price equal to 100% of the liquidation preference
thereof, plus accumulated and unpaid dividends to the date of redemption.
Dividends on the Exchangeable Preferred Stock accrue at a rate of 13% of the
liquidation preference per annum and are payable semiannually, commencing on
January 15, 1998.
On July 7, 1997, Adelphia also issued 100,000 shares of perpetual
Series C Convertible Preferred Stock (the "Convertible Preferred Stock") with a
par value of $.01 per share and an aggregate liquidation preference of $100,000
in a private placement of which $80,000 was sold to a Rigas family affiliate and
the remainder was sold to Telesat Cablevision, Inc., a wholly owned subsidiary
of FPL Group, Inc., a New York Stock Exchange company and a 50% partner of
Olympus Communications, L.P. ("Olympus"). The Convertible Preferred Stock
accrues dividends at the rate of 8 1/8% of the liquidation preference per annum,
and is convertible at $8.48 per share into an aggregate of 11,792,450 shares of
Class A Common Stock of Adelphia. The Convertible Preferred Stock is redeemable
at the option of Adelphia after three years from the date of issuance at a
premium declining to par in 2002.
The proceeds from the sale of the Exchangeable Preferred Stock, the
Notes and from the Convertible Preferred Stock were used to repay subsidiaries'
senior notes and revolving credit facilities.
On August 27, 1997, Hyperion Telecommunications, Inc. ("Hyperion"),
an 88% owned subsidiary of Adelphia, issued $250,000 of 12 1/4% Senior Secured
Notes due 2004 (the "Hyperion Senior Secured Notes"). Hyperion secured the
Hyperion Senior Secured Notes through the pledge of the common stock of certain
of its wholly-owned subsidiaries. Of the net proceeds of the Hyperion Offering
of approximately $244,000, $83,400 was invested in U.S. government securities
and placed in an escrow account to provide for payment in full when due of the
first six scheduled interest payments on the Hyperion Senior Secured Notes, with
the remainder of the net proceeds to be used to fund the acquisition of
increased ownership interests in certain of its networks, the continued
expansion of its networks, and working capital.
On September 27, 1997, Adelphia issued $325,000 of 9 1/4% Senior
Notes due 2002 (the "Senior Notes"). Net proceeds of approximately $321,750,
after payment of transaction costs, were used to repay debt. The terms of the
Senior Notes are similar to those of Adelphia's existing publicly held senior
debt.
On October 9, 1997, Hyperion issued $200,000 of 12 7/8% Senior
Exchangeable Redeemable Preferred Stock due 2007 with an aggregate liquidation
preference of $200,000 (the "Senior Preferred Stock"). Proceeds to Hyperion, net
of commissions and other transaction costs were approximately $195,000. Hyperion
intends to use the net proceeds from the sale of the Senior Preferred Stock to
fund the acquisition of increased ownership interests in certain of its
networks, for capital expenditures, including the construction and expansion of
new and existing networks, and for general corporate and working capital
purposes.
On October 31, 1997, Adelphia redeemed $202,000 aggregate principal
amount of 12 1/2% Senior Notes due 2002 at 106% of principal.
<PAGE>
2. Debt:
Debt is summarized as follows:
March 31, September 30,
1997 1997
------------ ------------
Parent debt:
12 1/2% Senior Notes due 2002 $ 277,385 $ 272,385
10 1/4% Senior Notes due 2000 99,322 99,411
9 7/8% Senior Notes due 2007 347,274 347,358
10 1/2% Senior Notes due 2004 -- 150,000
9 1/4% Senior Notes due 2002 -- 325,000
11 7/8% Senior Debentures due 2004 124,539 124,558
9 7/8% Senior Debentures due 2005 128,255 128,329
9 1/2% Senior Pay-In-Kind Notes due 2004 197,897 186,730
------------ ------------
Total Parent debt $ 1,174,672 $ 1,633,771
============ ============
Subsidiary Debt:
Notes to Banks and Institutions $ 1,159,500 $ 666,825
13% Senior Discount Notes of Hyperion due 2003 187,173 200,704
12 1/4% Senior Secured Notes of Hyperion due 2004 -- 250,000
Other subsidiary debt 22,694 15,483
------------ ------------
Total Subsidiary Debt $ 1,369,367 $ 1,133,012
============ ============
The following information updates to September 30, 1997 certain
disclosures included in Note 3 to Adelphia's consolidated financial statements
contained in the Annual Report:
Commitments for additional borrowings $ 487,000
Weighted average interest rate payable by
subsidiaries under credit agreements with banks 7.99%
Percentage of subsidiary debt to banks and
institutions that bears interest at fixed rates
for at least one year 61.05%
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3. Investments:
Adelphia's nonconsolidated investments are as follows:
March 31, September 30,
1997 1997
----------- -----------
Investments accounted for using the equity method:
Gross investment:
<S> <C> <C>
Hyperion investment in joint ventures $ 57,497 $ 68,372
Page Call, Inc. 14,990 15,536
Mobile Communications 2,470 11,599
Other 1,751 1,211
--------- ---------
Total 76,708 96,718
--------- ---------
Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P. 35,270 37,822
SuperCable ALK International 3,172 3,172
Programming ventures 2,945 2,968
Mobile Communications 1,832 2,032
Other 763 794
--------- ---------
Total 43,982 46,788
--------- ---------
Available for sale investments recorded at fair market value:
Republic Industries, Inc. 9,315 9,368
--------- ---------
Total investments before cumulative equity in net losses 130,005 152,874
Cumulative equity in net losses (12,009) (18,942)
--------- ---------
Total investments $ 117,996 $ 133,932
========= =========
</TABLE>
For the three and six months ended at September 30, 1997, the change
in the unrealized holding gain on its investment in Republic Industries, Inc.
was an increase of $2,755 and $53, respectively.
4. Related Party Investments and Receivables:
Related party receivables - net represent advances to managed
partnerships, the Rigas Family (principal shareholders and officers of Adelphia)
and Rigas Family controlled entities. No related party advances are
collateralized.
<PAGE>
Cumulative equity in loss over investment in and amounts due from
Olympus is comprised of the following:
March 31, September 30,
1997 1997
----------- ----------
Cumulative equity in loss over investment in Olympus $ (95,771) $ (93,619)
Amounts due from Olympus 53,103 54,954
---------- ----------
$ (42,668) $ (38,665)
========== ==========
The investment in Olympus represents a 50% voting interest in such
partnership and is being accounted for using the equity method. Summarized
unaudited results of operations of Olympus are as follows:
Nine Months Ended
September 30,
--------------------------
1996 1997
----------- ------------
Revenues $ 118,604 $ 126,818
Net loss (8,285) (14,715)
Net loss of general partners after
priority return requirements (57,292) (70,478)
5. Income Taxes:
Income tax expense for the three months ended September 30, 1997 was
$365, which is current tax expense. For the six months ended September 30, 1997,
the income tax expense was $295, which is comprised of current tax expense of
$379 and a deferred tax benefit of $84.
6. Net Loss Per Share:
Net loss per common share is computed based on the weighted average
number of common shares outstanding after giving effect to dividend requirements
on the Company's preferred stock.
7. Supplemental Cash Flow Information:
Cash payments for interest were $97,124 and $108,908 for the six
months ended September 30, 1996 and 1997, respectively.
8. Commitments and Contingencies:
Reference is made to Management's Discussion and Analysis of
Financial Condition and Results of Operations for a discussion of material
commitments and contingencies.
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(Dollars in thousands)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain information included in this
Form 10-Q, including Management's Discussion and Analysis of Financial Condition
and Results of Operations, is forward-looking, such as information relating to
the effect 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 risks and uncertainties include, but are not limited to,
uncertainties relating to economic conditions, acquisitions and divestitures,
government and regulatory policies, the pricing and availability of equipment,
materials, inventories and programming, technological developments and changes
in the competitive environment in which the Company operates.
Adelphia Communications Corporation and its subsidiaries ("Adelphia"
or the "Company") earned substantially all of its revenues in the six months
ended September 30, 1996 and 1997 from monthly subscriber fees for basic,
satellite, premium and ancillary services (such as installations and equipment
rentals), local and national advertising sales, pay-per-view programming, home
shopping networks and competitive local exchange carrier ("CLEC")
telecommunications services.
The changes in Adelphia's operating results for the three and six
months ended September 30, 1997 compared to the same period of the prior year,
were primarily the result of acquisitions, rate increases, and expanding
existing cable television operations.
The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, the recent upgrading and
expansion of systems and interest costs associated with financing activities
will continue to have a negative impact on the reported results of operations.
Also, significant charges for depreciation, amortization and interest are
expected to be incurred in the future by Olympus, which will also adversely
impact Adelphia's future results of operations. Adelphia expects to report net
losses for the next several years.
The following tables set forth certain cable television system data
at the dates indicated for Company Owned, Olympus and Managed Systems. The
"Olympus Systems" are systems currently owned by Olympus. The "Managed Systems"
are affiliated systems managed by Adelphia.
<PAGE>
September 30, Percent
Increase
1996 1997 (Decrease)
----------- ----------- --------
Homes Passed by Cable
Company Owned Systems 1,541,103 1,616,554 4.9%
Olympus Systems 642,313 676,910 5.4%
Managed Systems 428,945 428,314 (0.1%)
Total Systems 2,612,361 2,721,778 4.2%
========= ========= ===
Basic Subscribers
Company Owned Systems 1,131,218 1,177,543 4.1%
Olympus Systems 402,102 434,730 8.1%
Managed Systems 309,743 306,314 (1.1%)
--------- --------- ---
Total Systems 1,843,063 1,918,587 4.1%
========= ========= ===
Managed Systems' data, as of September 30, 1997, reflects the
sale of a system consisting of approximately 7,900 homes passed and
approximately 5,800 basic subscribers.
Exclusive of acquisitions and dispositions, basic subscribers
grew 1.3%, 4.6% and 1.1% for Company Owned, Olympus and Managed Systems,
respectively, during the twelve months ended September 30, 1997.
<PAGE>
The following table is derived from Adelphia's Condensed Consolidated
Financial Statements that are included in this Form 10-Q and sets forth the
historical percentage relationship to revenues of the components of operating
income contained in such financial statements for the periods indicated.
Three Months Ended Six Months Ended
September 30, September 30,
------------------ ----------------
1996 1997 1996 1997
------------------ ----------------
Revenues 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Direct operating and programming 30.5% 29.9% 30.4% 31.1%
Selling, general and administrative 17.2% 18.2% 17.0% 18.2%
Depreciation and amortization 25.8% 26.0% 25.7% 26.8%
------ ------ ------ ------
Operating income 26.5% 25.9% 26.9% 23.9%
====== ====== ====== ======
<PAGE>
Revenues. The primary revenue sources reflected as a percentage of total
revenues were as follows:
Three Months Ended
September 30,
--------------------
1996 1997
-------- --------
Regulated service and equipment fees 75% 76%
Premium programming fees 12% 11%
Advertising sales and other services 13% 13%
Revenues increased approximately 9.8% and 10.1%, respectively, for
the three and six month periods ended September 30, 1997 compared with the same
periods of the prior year. The increase was attributable to the following:
Three Six
Months Months
Ended Ended
Sept. 30, Sept. 30,
1997 1997
-------- --------
Acquisitions 29% 29%
Basic subscriber growth 5% 6%
Rate increases 56% 56%
Other 10% 9%
Effective August 1, 1997, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's Systems.
Other non-cable revenues including strategic service offerings such as paging,
data services and CLEC services also had a positive impact on revenues for the
quarter ended September 30, 1997. The Company expects to implement rate
increases related to certain regulated cable services in substantially all of
the Company's systems during the next fiscal year.
Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 7.5% and 12.6% for the three and six month periods
ended September 30, 1997 compared with the same periods of the prior year. Such
increases were primarily due to increased operating expenses from acquired
systems, increased programming costs and incremental costs associated with
increased subscribers.
Selling, General and Administrative Expenses. These expenses, which
are mainly comprised of costs related to system offices, customer service
representatives, and sales and administrative employees, increased 16.3% and
17.8% for the three and six month periods ended September 30, 1997 compared with
the same periods of the prior year. The increase was primarily due to
incremental costs associated with acquisitions, subscriber growth and Hyperion
overhead and network operating and control center cost increases to accommodate
the growth in the number of operating companies managed and monitored. Such
expenses increased as a percentage of revenues compared to the three and six
months ended September 30, 1996 primarily due to acquisitions and Hyperion
overhead cost increases.
Depreciation and Amortization. Depreciation and amortization was
higher for the three and six months ended September 30, 1997 compared with the
same periods of the prior year primarily due to increased depreciation and
amortization related to acquisitions consummated during the years ended March
31, 1996 and 1997 as well as increased capital expenditures made during the past
several years.
Priority Investment Income. Priority investment income is comprised
of payments received from Olympus of accrued priority return on the Company's
investment in 16.5% preferred limited partner ("PLP") interests in Olympus.
Priority investment income increased during the three and six months ended
September 30, 1997 due to increased payments by Olympus.
EBITDA. EBITDA (earnings before interest expense, income taxes,
depreciation and amortization, equity in loss of joint ventures, preferred stock
dividends and other noncash charges) amounted to $81,246 and $155,874 for the
three and six month periods ended September 30, 1997 compared with $73,834 and
$144,476 for the same periods of the prior year. The increases of 10.0% and 7.9%
are primarily due to the impact of the acquisition of cable systems, subscriber
rate increases, and increased priority investment income from Olympus. The
impact of acquisitions increased revenues and operating expenses for the three
and six months ended September 30, 1997 compared with the same periods of the
prior year. While EBITDA is not an alternative to operating income or an
alternative to cash flows from operating activities as a measure of liquidity,
as defined by generally accepted accounting principles, and, while EBITDA may
not be comparable to other similarly titled measures of other companies,
management believes EBITDA is a meaningful measure of performance as
substantially all of the Company's financing agreements contain financial
covenants based on EBITDA.
Interest Expense. Interest expense increased 5.1% and 5.4% for the
three and six month periods ended September 30, 1997 compared with the same
periods of the prior year. Interest expense increased due to incremental debt
outstanding during the current period and accretion of original issue discount,
partially offset by a decrease in the average interest rate on outstanding debt
during the current three and six month periods compared with the three and six
month periods ended September 30, 1996. Approximately 23.4% and 32.5% of the
increase in interest expense for the three and six month periods ended September
30, 1997 was attributable to incremental debt related to acquisitions. Interest
expense includes noncash accretion of original issue discount on the Hyperion
13% Senior Discount Notes and noncash interest expense totaling $15,771 and
$22,629 for the three and six month periods ended September 30, 1997 compared
with $14,600 and $19,596 for the three and six month periods of the prior year.
The increase in noncash interest for the three and six month periods ended
September 30, 1997 compared with the same periods of the prior year is primarily
due to the accretion of the original issue discount related to the Hyperion 13%
Senior Discount Notes which were issued April 15, 1996.
Equity in Loss of Joint Ventures. The equity in loss of joint
ventures represents primarily (i) the Company's pro rata share of Olympus'
losses and the accretion requirements of Olympus' PLP interests, and (ii)
Hyperion's pro-rata share of its less than majority owned partnerships'
operating losses. The increase in the loss during the three and six month
periods ended September 30, 1997, compared with the same periods of the prior
year, is due to an increase in the Olympus priority return payment and an
increase in the losses of certain investments in the CLEC business in which the
Company is a less than majority partner.
Gain on Sale of Investment. The gain on sale of investment for the
six months ended September 30, 1996 was due to the sale of Hyperion's 15.7%
partnership interest in TCG of South Florida to Teleport Communications Group,
Inc. on May 16, 1996 for an aggregate sale price of $11,618. This sale resulted
in a gain of $8,405. There were no such similar transactions in the six months
ended September 30, 1997.
Extraordinary (Loss) Gain on Early Retirement of Debt. During the six
months ended September 30, 1996, certain indebtedness was repaid resulting in an
extraordinary loss on retirement of debt of $2,079, which primarily represents
the write off of the remaining deferred debt financing costs associated with the
debt retired. During the six months ended September 30, 1997, $20,000 of 9 1/2%
Senior Pay-In-Kind Notes due 2004 were reacquired through open market purchases.
As a result, Adelphia recognized an extraordinary gain of $2,300 which
represents the excess of the net carrying value of the debt over the
reacquisition cost.
Net Loss. The Company reported net losses of $30,500 and $35,521 for
the three months ended September 30, 1996 and 1997, respectively. The increase
in net loss was due to increased interest expense and equity in loss of joint
ventures, partially offset by an increase in operating income and priority
investment income from Olympus. Net losses of $57,318 and $77,882 were reported
for the six month periods ended September 30, 1996 and 1997, respectively. The
increase in net loss was due to decreased operating income, increased interest
expense and equity in loss of joint ventures combined with no gain on sale of
investment, partially offset by an increase in priority investment income from
Olympus and gain on extinguishment of debt.
Hyperion Telecommunications, Inc.
An 88% owned unrestricted subsidiary of the Company, Hyperion,
together with its subsidiaries owns certain investments in CLEC joint ventures
and manages those ventures. Hyperion is an unrestricted subsidiary for purposes
of the Company's indentures. For further information regarding Hyperion, which
also files reports pursuant to the Securities Exchange Act of 1934, see
Hyperion's Form 10-Q for the quarterly period ended September 30, 1997.
<TABLE>
<CAPTION>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(Dollars in thousands)
Summarized unaudited financial information of Adelphia, Hyperion and Adelphia
excluding Hyperion is as follows:
Adelphia Adelphia
excluding excluding
Adelphia Hyperion Hyperion Adelphia Hyperion Hyperion
------------------------------------------- -------------------------------------------------------
As of and for the Three Months Ended September 30,
Three Months Ended September 30,
1996 1997
------------------------------------------- ---------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investments before cumulative
equity in net loss (a) $ 91,324 $ 35,856 $ 55,468 $ 152,874 $ 68,372 $ 84,502
Total Assets 1,634,832 177,736 1,457,096 2,022,371 422,753 1,599,618
Total Debt 2,483,179 201,699 2,281,480 2,766,783 489,012 2,277,771
Exchangeable Preferred Stock $ -- $ -- $ -- $ 147,976 $ -- $ 147,976
Convertible Preferred Stock
(liquidation preference) -- -- -- 100,000 -- 100,000
Revenues $ 117,437 $ 1,175 $ 116,262 $ 128,990 $ 2,187 $ 126,803
Operating Expenses (c) 56,039 1,892 54,147 62,012 4,305 57,707
Affiliate interest and other 12,436 -- 12,436 14,268 -- 14,268
EBITDA (b) 73,834 (717) 74,551 81,246 (2,118) 83,364
Interest expense (60,969) (7,108) (53,861) (64,090) (11,087) (53,003)
Preferred stock dividends -- -- -- (4,550) -- (4,550)
Capital expenditures $ (29,789) $ (8,862) $ (20,927) $ (37,081) $ (7,465) $ (29,616)
Cash paid for acquisitions (52,103) (5,040) (47,063) (7,638) (7,638) --
Cash used for investments in
joint ventures (8,270) (9,241) 971 (8,920) (8,609) (311)
<FN>
(a) Excluding Adelphia's investment in Olympus.
(b) Earnings before interest expense, income taxes, depreciation and
amortization, equity in loss of joint ventures, preferred stock dividends
and other non-cash charges ("EBITDA"). While EBITDA is not an alternative
indicator of operating performance to operating income or an alternative
to cash flows from operating activities as a measure of liquidity, 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 as substantially all of the Company's financing agreements
contain financial covenants based on EBITDA.
(c) Amount excludes depreciation and amortization.
</FN>
</TABLE>
<PAGE>
Liquidity and Capital Resources
The cable television and other telecommunication businesses are
capital intensive and typically require continual financing for the
construction, modernization, maintenance, expansion and acquisition of cable and
other telecommunication systems. The Company historically has committed
significant capital resources for these purposes and for investments in Olympus
and other affiliates and entities. These expenditures were funded through
long-term borrowings and, to a lesser extent, internally generated funds. The
Company's ability to generate cash to meet its future needs will depend
generally on its results of operations and the continued availability of
external financing.
In most of its recent upgrades, the Company has utilized a Modified
Passive Network Architecture ("MPNA") which utilizes fiber optic cable as an
alternative to the coaxial cable that historically has been used to distribute
cable signals to the subscriber's home. The MPNA design deploys on average one
fiber node for every two miles of fiber optic cable, or approximately one fiber
node for every 180 homes passed. The Company believes this compares favorably
with current industry averages. This deep penetration of fiber optic cable into
the Systems' networks has the advantages of providing increased reliability to
customers, improved bandwidth and easier implementation of the return path plant
capabilities. This will position the Company to offer additional video
programming services, to utilize the expanded bandwidth potential of digital
compression technology and to meet the anticipated transmission requirements for
high-definition television, digital television, high-speed data and telephone
services.
Capital expenditures for Adelphia without Hyperion for the six months
ended September 30, 1996 and 1997 were $44,053 and $54,384, respectively.
Capital expenditures, including Hyperion, for the six months ended September 30,
1996 and 1997 were $54,733 and $80,615, respectively. Capital expenditures for
Hyperion for the six months ended September 30, 1997 compared with the six
months ended September 30, 1996, increased primarily due to the commencement of
switching services. The Company expects capital expenditures without Hyperion
for fiscal 1998 to be approximately the same as fiscal 1997. Hyperion expects
that it will continue to have substantial capital expenditures for fiscal 1998.
The Company generally has funded its working capital requirements,
capital expenditures and investments in Olympus and other affiliates and
entities through long-term borrowings, primarily from banks and insurance
companies, short-term borrowings, internally generated funds and the issuance of
parent company public debt and equity and Hyperion public debt. The Company
generally has funded the principal and interest obligations on its long-term
borrowings from banks and insurance companies by refinancing the principal with
new loans or through the issuance of parent company debt or equity securities,
and by paying the interest out of internally generated funds. Adelphia has
funded the interest obligations on its public borrowings from internally
generated funds.
The Company's financing strategy has generally been to maintain its
public long-term debt at the parent holding company level while the Company's
consolidated subsidiaries have their own senior and subordinated credit
arrangements with banks and insurance companies. The Company's public indentures
and subsidiary credit agreements contain covenants that, among other things,
require the maintenance of certain financial ratios (including compliance with
certain debt to cash flow ratios in order to incur additional indebtedness);
place limitations on borrowings, investments, affiliate transactions, dividends
and distributions; and contain certain cross default provisions relating to
Adelphia or its subsidiaries.
At September 30, 1997, the Company's total outstanding debt
aggregated $2,766,783, which included $1,633,771 of parent debt, $455,923 of
Hyperion debt and $677,089 of other subsidiary debt. At September 30, 1997,
Adelphia's subsidiaries had an aggregate of $487,000 in unused credit lines with
banks and institutions. In addition, the Company had an aggregate $206,078 in
cash and cash equivalents at September 30, 1997, which combined with the
Company's unused credit lines with banks, aggregated $693,078.
At September 30, 1997, the Company's unused credit lines were
provided by reducing revolving credit facilities whose revolver periods expire
December 31, 2004. The Company's weighted average interest rate on notes payable
to banks and institutions was approximately 8.20% at September 30, 1996 compared
to 8.96% at September 30, 1997. At September 30, 1997, approximately 61% of such
debt was subject to fixed interest rates for at least one year under the terms
of such debt or applicable interest rate swap agreements.
The following table sets forth the mandatory reductions in principal
under all debt agreements for each of the next four years and six months based
on amounts outstanding at September 30, 1997:
Six months ending March 31, 1998 $ 32,252
Year ending March 31, 1999 139,111
Year ending March 31, 2000 53,735
Year ending March 31, 2001 124,497
Year ending March 31, 2002 52,504
Reference is made to Note 1 of the condensed consolidated financial
statements for discussion of significant events and financings subsequent to
the Annual Report.
The Company plans to continue to explore and consider new
commitments, arrangements or transactions to refinance existing debt, increase
the Company's liquidity or decrease the Company's leverage. These could include,
among other things, the future issuance by Adelphia, or its subsidiaries, of
public or private equity or debt and the negotiation of new or amended credit
facilities. These could also include entering into acquisitions, joint ventures
or other investment or financing activities, although no assurance can be given
that any such transactions will be consummated. The Company's ability to borrow
under current credit facilities and to enter into refinancings and new
financings is limited by covenants contained in Adelphia's indentures and its
subsidiaries' credit agreements, including covenants under which the ability to
incur indebtedness is, in part, a function of applicable ratios of total debt to
cash flow.
The Company believes that cash and cash equivalents, internally
generated funds, borrowings under the existing credit facilities, and future
financing sources will be sufficient to meet its short-term and long-term
liquidity and capital requirements. Although in the past the Company has been
able to refinance its indebtedness or obtain new financing, there can be no
assurance that the Company will be able to do so in the future or that the terms
of such financings would be favorable.
Management believes that the telecommunications industry, including
the cable television and telephone industries, continues to be in a period of
consolidation characterized by mergers, joint ventures, acquisitions, sales of
all or part of cable companies or their assets, and other partnering and
investment transactions of various structures and sizes involving cable or other
telecommunications companies. The Company continues to evaluate new
opportunities that allow for the expansion of its business through the
acquisition of additional cable television systems in geographic proximity to
its existing regional markets or in locations that can serve as a basis for new
market areas. The Company, like other cable television companies, has
participated from time to time and is participating in preliminary discussions
with third parties regarding a variety of potential transactions, and the
Company has considered and expects to continue to consider and explore potential
transactions of various types with other cable and telecommunications companies.
However, no assurances can be given as to whether any such transaction may be
consummated or, if so, when.
Regulatory and Competitive Matters
The cable television operations of the Company may be adversely
affected by changes and developments in governmental regulation, competitive
forces and technology. The cable television industry and the Company are subject
to extensive regulation at the federal, state and local levels. The 1992 Cable
Act significantly expanded the scope of regulation of certain subscriber rates
and a number of other matters in the cable industry, such as mandatory carriage
of local broadcast stations and retransmission consent, and increased the
administrative costs of complying with such regulations. The FCC has adopted
rate regulations that establish, on a system-by-system basis, maximum allowable
rates for (i) basic and cable programming services (other than programming
offered on a per-channel or per-program basis), based upon a benchmark
methodology, and (ii) associated equipment and installation services based upon
cost plus a reasonable profit. Under the FCC rules, franchising authorities are
authorized to regulate rates for basic services and associated equipment and
installation services, and the FCC will regulate rates for regulated cable
programming services in response to complaints filed with the agency. The
Telecommunications Act of 1996 (the "1996 Act") ends FCC regulation of cable
programming service tier rates on March 31, 1999.
Rates for basic and cable programming services are set pursuant to a
benchmark formula. Alternatively, a cable operator may elect to use a
cost-of-service methodology to show that rates for basic and cable programming
services are reasonable. Refunds with interest will be required to be paid by
cable operators who are required to reduce regulated rates. The FCC has reserved
the right to reduce or increase the benchmarks it has established. The rate
regulations also limit increases in regulated rates to an inflation indexed
amount plus increases in certain costs such as taxes, franchise fees, costs
associated with specific franchise requirements and increased programming costs.
Cost-based adjustments to these capped rates can also be made in the event a
cable operator adds or deletes channels or completes a significant system
rebuild or upgrade. On November 10, 1994, the FCC adopted an alternative method
for adjusting the rates charged for a cable programming services tier when new
services are added. This has allowed cable operators to increase rates by as
much as $1.40 plus programming costs, over a three year period ending December
31, 1997 to reflect the addition of up to seven new channels of service on cable
programming service tiers. In addition, a new programming tier can be created,
the rate for which would not be regulated as long as certain conditions are met,
such as not moving services from existing tiers to the new one. Because of the
limitation on rate increases for regulated services, future revenue growth from
cable services will rely to a much greater extent than has been true in the past
on increased revenues from unregulated services and new subscribers than from
increases in previously unregulated rates.
The FCC has adopted regulations implementing all of the requirements
of the 1992 Cable Act. The FCC is also likely to continue to modify, clarify or
refine the rate regulations. Adelphia cannot predict the effect of the 1996 Act
on future rulemaking proceedings or changes to the rate regulations.
Effective September 1, 1993, as a result of the 1992 Cable Act,
Adelphia repackaged certain existing cable services by adjusting rates for basic
service and introducing a new method of offering certain cable services.
Adelphia adjusted the basic service rates and related equipment and installation
rates in all of its systems in order for such rates to be in compliance with the
applicable benchmark or equipment and installation cost levels. Adelphia also
implemented a program in all of its systems called "CableSelect" under which
most of Adelphia's satellite-delivered programming services were offered
individually on a per channel basis, or as a group at a price of approximately
15% to 20% below the sum of the per channel prices of all such services. For
subscribers who elected to customize their channel lineup, Adelphia provided,
for a monthly rental fee, an electronic device located on the cable line outside
the home, enabling a subscriber's television to receive only those channels
selected by the subscriber. These basic service rate adjustments and the
CableSelect program were also implemented in all systems managed by Adelphia.
Adelphia believes CableSelect provided increased programming choices to its
subscribers while providing flexibility to Adelphia to respond to future changes
in areas such as customer demand and programming. Adelphia no longer offers the
CableSelect program in any of its systems.
On November 18, 1994, the Cable Services Bureau of the FCC issued a
decision holding that the "CableSelect" program was an evasion of the rate
regulations and ordered this package to be treated as a regulated tier. This
decision, and all other letters of inquiry decisions, were principally decided
on the number of programming services moved from regulated tiers to "a la carte"
packages. Adelphia appealed this decision to the full Commission which affirmed
the Cable Service Bureau's decision. On November 18, 1994, the FCC released
amended rules under which, on a prospective basis, any a la carte package will
be treated as a regulated tier, except for packages involving premium services.
An appeal of this decision to the U.S. Court of Appeals for the D.C. Circuit was
unsuccessful.
In fiscal 1996, Adelphia recorded a $5,300 charge representing
management's estimate of the total costs to be incurred to resolve all of their
rate complaints with the FCC. On May 1, 1997, Adelphia reached a settlement of
all rate complaints before the FCC on terms and conditions consistent with
certain other cable television companies that utilized a la carte packages that
have reached settlement/resolution with the FCC on this issue. At September 30,
1997, $2,717 of the $5,300 charge remained in accrued interest and other
liabilities, which management believes is adequate to cover the settlement. No
assurance can be given as to what other future actions Congress, the FCC or
other regulatory authorities may take or the effects thereof on Adelphia.
Adelphia is currently unable to predict the effect that the amended regulations,
future FCC treatment of a la carte packages or other future FCC rulemaking
proceedings will have on their business and results of operations in future
periods.
Cable television companies operate under franchises granted by local
authorities which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.
FCC rules heretofore permitted local telephone companies to offer
"video dialtone" service for video programmers, including channel capacity for
the carriage of video programming and certain non-common carrier activities such
as video processing, billing and collection and joint marketing agreements. New
Jersey Bell Telephone Company received authorization on July 18, 1994 to operate
a "video dialtone" service in portions of Dover County, New Jersey, in which the
Company serves approximately 20,000 subscribers.
The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept, and New Jersey Bell has been granted
permission to convert its video dialtone authorization to an OVS authorization.
The Company believes that the provision of video programming by
telephone companies in competition with the Company's existing operations could
have an adverse effect on the Company's financial condition and results of
operations. At this time, the impact of any such effect is not known or
estimable.
The Company also competes with DBS service providers. DBS has been
available to consumers since 1994. A single DBS satellite can provide more than
100 channels of programming. DBS service can be received virtually anywhere in
the United States through the installation of a small outdoor antenna. DBS
service is being heavily marketed on a nationwide basis by several service
providers. At this time, any impact of DBS competition on the Company's future
results is not known or estimable.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
-------------------------------------------------
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
(1) On July 7, 1997, Adelphia issued 13% Series A Cumulative
Exchangeable Preferred Stock (the "Exchangeable Preferred Stock")
with an aggregate liquidation preference of $150,000,000 to
institutional investors in reliance on Rule 144A and pursuant to
exemptions from registration under Section 4(2) of the Securities
Act and to Highland Holdings, an affiliate of the family of John
Rigas, in reliance on an exemption from registration under Section
4(2) of the Securities Act. The initial purchasers for the
Exchangeable Preferred Stock sold to institutional investors were
Smith Barney Inc., Bear, Stearns & Co. Inc., NationsBanc Capital
Markets, Inc. and TD Securities. The net proceeds from the offering
of the Exchangeable Preferred Stock were approximately $148,000,000
after underwriting discounts and commissions of approximately
$1,100,000 and other transaction costs.
(2) On July 7, 1997, Adelphia also issued perpetual 8-1/8% Series C
Convertible Preferred Stock ("Convertible Preferred Stock") with an
aggregate liquidation preference of $100,000,000 in a private
placement in reliance on the exemption from registration under
Section 4(2) of the Securities Act, of which $80,000,000 in
liquidation preference was sold to Highland Holdings, a Rigas family
affiliate and the remainder was sold to Telesat Cablevision, Inc., a
wholly owned subsidiary of FPL Group, Inc. and 50% partner of
Olympus Communications, L.P. The purchase price was 97% of the
applicable liquidation preference. The Convertible Preferred Stock
is convertible at $8.48 per share into an aggregate of 11,792,450
shares of Class A Common Stock of Adelphia.
(3) On June 20, 1997, Adelphia acquired cable systems from Booth
Communications Company. These systems served approximately 25,800
subscribers at the date of acquisition and were purchased for an
aggregate price of $54,500,000, comprised of 3,571,428 shares of
Adelphia's Class A Common Stock and $29,500,000 cash. These shares
were issued in reliance on an exemption from registration under
Section 4(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of the stockholders of the Company was held on
September 29, 1997. Stockholders entitled to vote a total of
126,472,880 votes out of 129,147,068 votes attributable to all
shares of the Company's outstanding capital stock were represented
at the meeting either in person or by proxy. At such meeting, (a)
one director (the "Class A Director") was elected by vote of the
holders of Class A Common Stock voting as a separate class and (b)
seven directors, ("Class A and B Directors") were elected by vote of
the holders of Class A Common Stock and the holders of Class B
Common Stock voting together. The stockholder voting results are as
follows:
<PAGE>
<TABLE>
<CAPTION>
Class of Broker
Stock Vote for Withheld Non-Votes
-------- ----------- -------- ---------
<S> <C> <C> <C> <C>
(a) Class A Director Elected
Perry S. Patterson Class A 16,986,127 41,993 --
(b) Class A and B Directors Elected
John J. Rigas Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
Michael J. Rigas Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
Timothy J. Rigas Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
James P. Rigas Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
Daniel R. Milliard Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
Pete J. Metros Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
Dennis P. Coyle Class A 16,986,127 41,993 --
Class B 109,444,760 -- --
</TABLE>
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.01 Certificate of Incorporation of Adelphia
Communications Corporation (Incorporated herein by
reference is Exhibit 3.01 to the Registrant's Current
Report on Form 8-K for the event dated July 24,
1997.) (File Number 0-16014)
4.01 Certificate of Designations for 13% Series A and B
Cumulative Exchangeable Preferred Stock (Contained in
Exhibit 3.01 to Registrant's Current Report on Form
8-K for the event dated July 24, 1997, which is
incorporated herein by reference.) (File Number
0-16014)
4.02 Certificate of Designations for Series C Convertible
Preferred Stock (Contained in Exhibit 3.01 to
Registrant's Current Report on Form 8-K for the event
dated July 24, 1997, which is incorporated herein by
reference.) (File Number 0-16014)
4.03 Indenture, dated as of July 7, 1997, with respect to
the Registrant's 10 1/2% Senior Notes due 2004,
between the Registrant and the Bank of Montreal Trust
Company (Incorporated herein by reference is exhibit
4.03 from the Registrant's Current Report on Form 8-K
for the event dated July 24, 1997.) (File Number
0-16014)
4.04 Form of 10 1/2% Senior Note due 2004 (Contained in
Exhibit 4.03 to Registrant's Current Report on Form
8-K for the event dated July 24, 1997, which is
incorporated herein by reference.) (File Number
0-16014)
4.05 Form of Indenture, with respect to the Registrant's
13% Senior Subordinated Exchange Debentures due 2009,
between he Registrant and the Bank of Montreal Trust
Company (Contained in Exhibit 3.01 as Annex A to
Registrant's Current Report on Form 8-K for the event
dated July 24, 1997, which is incorporated herein by
reference.) (File Number 0-16014)
4.06 Form of Certificate for 13% Cumulative Exchangeable
Preferred Stock (Incorporated herein by reference is
Exhibit 4.06 from the Registrant's Current Report on
Form 8-K for the event dated July 24, 1997.) (File
Number 0-16014)
4.07 Form of Certificate for Series C Convertible
Preferred stock (Incorporated herein by reference is
Exhibit 4.06 from the Registrant's Current Report on
Form 8-K for the event dated July 24, 1997.) (File
Number 0-16014)
4.08 Indenture, dated as of August 27, 1997, with respect
to Hyperion Telecommunications, Inc. ("Hyperion") 12
1/4% Senior Secured Notes due 2004, between Hyperion
and the Bank of Montreal Trust Company (Incorporated
herein by reference to Exhibit 4.01 to Hyperion's
Current Report on Form 8-K for the event dated August
27, 1997.) (File No. 0-21605)
4.09 Form of 12 1/4% Senior Secured Note due 2004
(Contained in Exhibit 4.01 to Hyperion's Current
Report on Form 8-K for the event dated August 27,
1997, which is incorporated herein by reference.)
(File No. 0-21605)
4.10 Second Supplemental Indenture, dated as of August 27,
1997, between Hyperion and the Bank of Montreal Trust
Company, regarding Hyperion's 13% Senior Discount
Notes due 2003 (Incorporated by reference herein to
Exhibit 4.06 to Hyperion's Current Report on Form 8-K
for the event dated August 27, 1997.) (File No.
0-21605)
4.11 Indenture, dated as of September 25, 1997, with
respect to the Registrant's 9 1/4% Senior Notes due
2002, between the Registrant and the Bank of Montreal
Trust Company (Incorporated herein by reference is
Exhibit 4.01 from the Registrant's Current Report on
Form 8-K for the event dated September 25, 1997.)
(File Number 0-16014)
4.12 Registration Rights Agreement between Adelphia
Communications Corporation and the Initial Purchaser,
dated September 25, 1997, regarding the Registrant's
9 1/4% Senior Notes due 2002 (Incorporated herein by
reference is Exhibit 4.02 from the Registrant's
Current Report on Form 8-K for the event dated
September 25, 1997.) (File Number 0-16014)
4.13 Form of 9 1/4% Senior Note due 2002 (Contained in
Exhibit 4.01 from the Registrant's Current Report on
Form 8-K for the event dated September 25, 1997.)
(File Number 0-16014)
10.01 Purchase Agreement among Adelphia Communications
Corporation, Smith Barney Inc., Bear Stearns & Co.
Inc., NationsBanc Capital Markets, Inc. and TD
Securities (USA) Inc. (the "Initial Purchasers")
dated July 1, 1997. (Incorporated herein by reference
is Exhibit 10.01 from the Registrant's Current Report
on Form 8-K dated July 24, 1997) (File Number
0-16014)
10.02 Registration Rights Agreement among Adelphia
Communications Corporation, the Initial Purchasers
and Highland Holdings, dated July 7, 1997, regarding
the 13% Cumulative Exchangeable Preferred Stock.
(Incorporated herein by reference is Exhibit 10.02
from the Registrant's Current Report on Form 8-K
dated July 24, 1997) (File Number 0-16014)
10.03 Registration Rights Agreement among Adelphia
Communications Corporation and the Initial
Purchasers, dated July 7, 1997, regarding the 10 1/2%
Senior Notes due 2004. (Incorporated herein by
reference is Exhibit 10.03 from the Registrant's
Current Report on Form 8-K dated July 24, 1997) (File
Number 0-16014)
10.04 Registration Rights Agreement among Adelphia
Communications Corporation, Highland Holdings and
Telesat Cablevision, Inc., dated July 7, 1997.
(Incorporated herein by reference is Exhibit 10.04
from the Registrant's Current Report on Form 8-K
dated July 24, 1997) (File Number 0-16014)
10.05 Purchase Agreement between Adelphia Communications
Corporation and Highland Holdings, dated July 1,
1997. (Incorporated herein by reference is Exhibit
10.05 from the Registrant's Current Report on Form
8-K dated July 24, 1997) (File Number 0-16014)
10.06 Series C Preferred Stock Purchase Agreement among
Adelphia Communications Corporation, Highland
Holdings and Telesat Cablevision, Inc., dated June
22, 1997 (Incorporated herein by reference is Exhibit
10.06 from the Registrant's Current Report on Form
8-K dated July 24, 1997) (File Number 0-16014)
10.07 Pledge Agreement between Hyperion and the Bank of
Montreal Trust Company as Collateral Agent, dated as
of August 27, 1997. (Incorporated by reference herein
is Exhibit 4.03 to Hyperion's Current Report on Form
8-K dated August 27, 1997) (File No.
0-21605).
10.08 Registration Rights Agreement between Hyperion and
the Initial Purchasers, dated August 27, 1997,
regarding the 12 1/4% Senior Secured Notes due 2004
(Incorporated herein by reference to Exhibit 4.04 to
Hyperion's Current Report on Form 8-K dated August
27, 1997) (File No. 0-21605).
10.09 Pledge, Escrow and Disbursement Agreement, between
Hyperion and the Bank of Montreal Trust Company dated
as of August 27, 1997. (Incorporated by reference
herein to Exhibit 4.05 to Hyperion's Current Report
on Form 8-K dated August 27, 1997) (File No.
0-21605).
10.10 Purchase Agreement among Hyperion, Bear Stearns & Co.
Inc., Chase Securities Inc., TD Securities (USA)
Inc., CIBC Wood Gundy Securities Corp., and Scotia
Capital Markets (the "Initial Purchasers") dated
August 21, 1997. (Incorporated herein by reference to
Exhibit 10.01 to Hyperion's Current Report on Form
8-K dated August 27, 1997) (File No. 0-21605).
10.11 Purchase Agreement among Adelphia Communications
Corporation and Smith Barney Inc. (the "Initial
Purchaser") dated September 22, 1997 ( Incorporated
herein by reference is Exhibit 10.01 from the
Registrant's Current Report on Form 8-K, dated
September 25, 1997) (File Number 0-16014).
27.01 Financial Data Schedule (supplies for the information
of the Commission)
(b) Reports on Form 8-K:
Form 8-Ks were filed on July 11, July 24, August 29, September 24
and October 21, 1997, each of which reported information under items 5 and 7
thereof. No financial statements were filed with any of such Form 8-Ks.
-------------------------------------------------
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
Date: November 13, 1997 By: /s/ Timothy J. Rigas
---------------------------
Timothy J. Rigas
Executive Vice President (authorized
officer), Chief Financial Officer,
Chief Accounting Officer and
Treasurer
<PAGE>
INDEX TO EXHIBITS
Exhibit List:
Please refer to Part II, Item 6 for an exhibit list.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule for Adelphia Communications Corp. for the six
months ended September 30, 1997
</LEGEND>
<CIK> 0000796486
<NAME> ADELPHIA COMMUNICATIONS CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 206,078
<SECURITIES> 0
<RECEIVABLES> 29,345<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,404,072<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,022,371
<CURRENT-LIABILITIES> 0
<BONDS> 2,766,783
0
0
<COMMON> 306
<OTHER-SE> (1,214,568)
<TOTAL-LIABILITY-AND-EQUITY> 2,022,371
<SALES> 0
<TOTAL-REVENUES> 251,634
<CGS> 0
<TOTAL-COSTS> 191,263
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (127,978)
<INCOME-PRETAX> (79,887)
<INCOME-TAX> 295
<INCOME-CONTINUING> (80,182)
<DISCONTINUED> 0
<EXTRAORDINARY> 2,300
<CHANGES> 0
<NET-INCOME> (77,882)
<EPS-PRIMARY> (2.84)
<EPS-DILUTED> (2.84)
<FN>
<F2>PP&E NETTED WITH DEPRECIATION
<F1>RECEIVABLES NETTED WITH ALLOWANCE
</FN>
</TABLE>
