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 December 31, 1996
____ 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 (Zip code)
executive offices)
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 February 14, 1997, 16,130,880 shares of Class A Common Stock, par
value $0.01, and 10,944,476 shares of Class B Common Stock, par
value $0.01 per share, of the registrant were outstanding.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX
Page Number
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Balance Sheets - March 31, 1996 and December 31, 1996........................3
Consolidated Statements of Operations - Three and Nine Months Ended
December 31, 1995 and 1996............................................................4
Consolidated Statements of Cash Flows - Nine Months Ended December 31, 1995
and 1996..............................................................................5
Notes to Interim Consolidated Financial Statements........................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................................10
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......................................................................22
Item 6. Exhibits and Reports on Form 8-K.......................................................22
SIGNATURE.......................................................................................23
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except share amounts)
March 31, December 31,
ASSETS: 1996 1996
----------- -----------
Cable television systems, at cost, net of accumulated depreciation and
amortization:
<S> <C> <C>
Property, plant and equipment $ 560,376 $ 636,077
Intangible assets 568,898 642,348
----------- -----------
Total 1,129,274 1,278,425
Cash and cash equivalents 10,809 105,652
Investments 68,147 95,774
Preferred equity investment in Managed Partnership 18,338 18,338
Subscriber receivables - net 23,803 30,345
Prepaid expenses and other assets - net 52,658 70,821
Related party receivables - net 64,550 28,789
----------- -----------
Total $ 1,367,579 $ 1,628,144
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY):
Notes payable of subsidiaries to banks and institutions $ 1,224,675 $ 1,347,162
12 1/2% Senior Notes due 2002 400,000 400,000
10 1/4% Senior Notes due 2000 99,158 99,280
11 7/8% Senior Debentures due 2004 124,502 124,529
9 7/8% Senior Debentures due 2005 128,118 128,219
9 1/2% Senior Pay-In-Kind Notes due 2004 180,357 188,923
13% Senior Discount Notes of Unrestricted Subsidiary due 2003 -- 180,828
Other debt 18,663 19,178
Accounts payable 66,668 84,861
Subscriber advance payments and deposits 14,706 15,158
Accrued interest and other liabilities 99,106 110,696
Deferred income taxes 106,209 106,026
----------- -----------
Total liabilities 2,462,162 2,804,860
----------- -----------
Cumulative equity in loss over investment in and amounts
due from Olympus 33,656 41,661
----------- -----------
Commitments and contingencies (Note 7)
Stockholders' equity (deficiency):
Class A Common Stock, $.01 par value, 200,000,000 shares
authorized and 15,364,009 shares outstanding 154 154
Class B Common Stock, $.01 par value, 25,000,000 shares
authorized and 10,944,476 shares outstanding 109 109
Additional paid-in capital 214,415 214,415
Accumulated deficit (1,342,917) (1,433,055)
----------- -----------
Total stockholders' equity (deficiency) (1,128,239) (1,218,377)
----------- -----------
Total $ 1,367,579 $ 1,628,144
=========== ===========
See notes to interim consolidated financial statements.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------ ------------------------
1995 1996 1995 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 102,457 $ 122,127 $ 296,460 $ 350,575
--------- --------- --------- ---------
Operating expenses:
Direct operating and programming 32,066 39,005 90,218 108,466
Selling, general and administrative 16,981 22,319 50,961 61,132
Depreciation and amortization 25,679 30,813 79,468 89,552
--------- --------- --------- ---------
Total 74,726 92,137 220,647 259,150
--------- --------- --------- ---------
Operating income 27,731 29,990 75,813 91,425
--------- --------- --------- ---------
Other income (expense):
Interest income from affiliates 2,087 2,098 8,875 6,310
Priority investment income from
Olympus 6,575 10,542 18,725 30,632
Interest expense (53,281) (59,299) (159,159) (180,764)
Equity in loss of joint ventures (10,636) (16,206) (31,319) (44,131)
Gain on sale of investment -- -- -- 8,405
--------- --------- --------- ---------
Total (55,255) (62,865) (162,878) (179,548)
--------- --------- --------- ---------
Loss before income taxes and
extraordinary loss (27,524) (32,875) (87,065) (88,123)
Income tax benefit 1,127 55 2,366 64
--------- --------- --------- ---------
Loss before extraordinary loss (26,397) (32,820) (84,699) (88,059)
Extraordinary loss on early retirement
of debt -- -- -- (2,079)
--------- --------- --------- ---------
Net loss $ (26,397) $ (32,820) $ (84,699) $ (90,138)
========= ========= ========= =========
Loss per weighted average share of
common stock before extraordinary loss $ (1.00) $ (1.25) $ (3.22) $ (3.35)
Extraordinary loss per weighted average
share of common stock on early
retirement of debt -- -- -- (0.08)
--------- --------- --------- ---------
Net loss per weighed average share
of common stock $ (1.00) $ (1.25) $ (3.22) $ (3.43)
========= ========= ========= =========
Weighted average shares of common
stock outstanding (in thousands) 26,308 26,308 26,303 26,308
========= ========= ========= =========
See notes to interim consolidated financial statements.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Nine Months Ended December 31,
--------------------------------
1995 1996
------------- -------------
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (84,699) $ (90,138)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation 50,812 55,618
Amortization 28,656 33,934
Non-cash interest expense 8,032 25,938
Equity in loss of joint ventures 31,319 44,131
Gain on sale of investment -- (8,405)
Extraordinary loss on early retirement of debt -- 2,079
Decrease in deferred income taxes (3,544) (183)
Change in operating assets and liabilities, net of effects
of acquisitions:
Subscriber receivables (7,061) (6,466)
Prepaid expenses and other assets (21,187) (12,879)
Accounts payable 30,279 18,116
Subscriber advance payments and deposits (3,041) 452
Accrued interest and other liabilities 3,803 (1,191)
------------- -------------
Net cash provided by operating activities 33,369 61,006
------------- -------------
Cash flows from investing activities:
Cable television system acquisitions (17,846) (136,370)
Expenditures for property, plant and equipment (72,445) (86,415)
Amounts invested in and advanced (to) from
Olympus and related parties (27,360) 4,568
Investments in other joint ventures (13,785) (36,750)
Proceeds from sale of investment -- 11,618
------------- -------------
Net cash used for investing activities (131,436) (243,349)
------------- -------------
Cash flows from financing activities:
Proceeds from debt 226,469 903,865
Repayments of debt (110,645) (622,358)
Costs associated with debt financing -- (15,408)
Proceeds from subsidiary's issuance of warrants -- 11,087
------------- -------------
Net cash provided by financing activities 115,824 277,186
------------- -------------
Increase in cash and cash equivalents 17,757 94,843
Cash and cash equivalents, beginning of period 5,045 10,809
------------- -------------
Cash and cash equivalents, end of period $ 22,802 $ 105,652
============= =============
See notes to interim consolidated financial statements.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands)
The accompanying unaudited interim 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 to present fairly the unaudited results of
operations for the three and nine months ended December 31, 1995 and 1996, have
been included. These interim 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, 1996 ("1996
Annual Report"). The results of operations for the nine months ended December
31, 1996 are not necessarily indicative of the results to be expected for the
year ending March 31, 1997. Certain prior period balances have been reclassified
to conform with the December 31, 1996 presentation.
1. Significant Events Subsequent to the 1996 Annual Report:
On April 1, 1996, Adelphia purchased the cable television operations
of Cable TV Fund 11-B, Ltd. This CATV system was acquired for $84,267 and served
approximately 39,700 subscribers at the acquisition date in the New York
counties of Erie and Niagara. The acquisition was financed through a combination
of debt proceeds from a $200,000 credit facility in which an Adelphia subsidiary
is a co-borrower with an affiliated entity and funds received through the
repayment of amounts previously advanced to related entities. These amounts may
be reborrowed by the related entities in future periods. The acquisition has
been accounted for using the purchase method. Accordingly, the financial results
of the acquired operations have been included in the consolidated results of
Adelphia effective from the date acquired.
On April 12, 1996, certain subsidiaries of the Company
(collectively, the "Borrowers") entered into a $690,000 financing arrangement
consisting of a $540,000 revolving credit facility maturing December 31, 2003
and a $150,000 term loan facility maturing December 31, 2004. Initial borrowings
during April 1996 of $483,000 were used primarily to repay existing
indebtedness. Interest rates charged are based upon one or more of the following
rates at the option of the Borrowers: Eurodollar rate or the greater of the
prime rate and the Federal funds rate plus 1/2 of 1% plus a margin of from 0% to
2% depending upon the Borrower's senior funded debt ratio. Interest on
outstanding borrowings is generally payable on a quarterly basis. The maximum
available under the revolving credit facility is reduced, in increasing
quarterly amounts, beginning June 30, 1998 through December 31, 2003. The
Borrowers pay a commitment fee of either .375% or .250% per annum (depending
upon the Borrower's senior funded debt ratio) of the unused revolving credit
facility commitments during the term of the agreement. Borrowings under the term
loan facility are payable in installments, in increasing quarterly amounts,
commencing June 30, 1998 and ending on December 31, 2004.
On April 15, 1996, an 89% owned subsidiary of Adelphia, Hyperion
Telecommunications, Inc. ("Hyperion"), realized proceeds, net of discounts,
commissions and other transaction costs, of $168,600 upon issuance of $329,000
aggregate principal amount of 13% Senior Discount Notes (the "Hyperion Senior
Notes") due April 15, 2003 and 329,000 warrants to purchase an aggregate of
613,427 shares of common stock of Hyperion expiring April 1, 2001. Proceeds of
$11,087 were allocated to the value of the warrants. If all warrants were
exercised, the warrants would represent approximately 5.78% of the common stock
of Hyperion on a fully diluted basis. Proceeds, net of discounts, commissions,
and other transaction costs were used to repay certain indebtedness to Adelphia,
to make loans to certain key Hyperion officers and will be used to fund
Hyperion's expansion of its existing markets, to complete construction of new
networks and to enter additional markets, including related capital
expenditures, working capital requirements, operating losses and investments in
joint ventures.
On May 16, 1996, Hyperion completed the sale of its 15.7%
partnership interest in TCG South Florida to Teleport Communications Group Inc.
for an aggregate sales price of $11,618 resulting in a pre-tax gain of $8,405.
As part of the transaction, Hyperion was released from its covenant not to
compete with respect to the South Florida market. Hyperion plans to use the
proceeds from the sale to continue to expand and develop its existing markets,
complete new networks under construction and enter additional markets.
On July 12, 1996, Adelphia acquired all of the cable systems of
First Carolina Cable TV, L.P. These systems served approximately 32,500
subscribers at the date of acquisition primarily located in Vermont and were
purchased for an aggregate price of $48,500 in cash. The acquisition has been
accounted for using the purchase method. Accordingly, the financial results of
the acquired systems have been included in the consolidated results of Adelphia
effective from the date acquired.
2. Notes Payable of Subsidiaries to Banks and Institutions:
The following updates to December 31, 1996 certain disclosures
included in Note 3 to Adelphia's consolidated financial statements contained
in the 1996 Annual Report:
Commitments for additional borrowings $37,000
Weighted average interest rate 8.25%
Percentage of principal balance that bears interest at fixed
rates for at least one year 31%
3. Investments:
Adelphia's nonconsolidated investments are as follows:
March 31, December 31,
1996 1996
---------- ----------
Investments accounted for using the equity method:
Gross investment:
CLEC ventures $ 28,754 $ 47,748
Page Call, Inc. 11,187 14,176
Other 800 1,451
Cumulative equity in net losses (6,814) (9,901)
---------- ----------
Total 33,927 53,474
---------- ----------
Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P. 22,681 27,690
Commonwealth Security, Inc. 4,200 4,200
SuperCable ALK International 3,171 3,171
Programming ventures 2,806 2,920
Mobile communications 680 3,559
Other 682 760
---------- ----------
Total 34,220 42,300
---------- ----------
Total investments $ 68,147 $ 95,774
========== ==========
4. Investments in and Receivables from Olympus:
The following table summarizes the investments in and (receivables) from
Olympus:
March 31, December 31,
1996 1996
----------- -----------
Cumulative equity in loss over investment in Olympus $ 93,563 $ 96,081
Amounts due from Olympus (59,907) (54,420)
---------- ----------
$ 33,656 $ 41,661
========== ===========
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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:
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Nine Months Ended
September 30,
----------------------
1995 1996
--------- ---------
<S> <C> <C>
Revenues $ 85,376 $ 118,604
Net loss (16,235) (7,805)
Net loss of general partners after priority return requirements (61,670) (56,812)
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5. Income Taxes:
Income tax expense for the three months ended December 31, 1996 was
$55 which is comprised of current tax expense of $8 and a deferred tax benefit
of $63. For the nine months ended December 31, 1996, the income tax benefit was
$64 which is comprised of current tax expense of $119 and a deferred tax benefit
of $183.
6. Supplemental Cash Flow Information:
Cash payments for interest were $147,111 and $152,384 for the nine
months ended December 31, 1995 and 1996, respectively.
7. 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.
-------------------------------------------------
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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 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 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. Unless
otherwise stated, the information contained in this Form 10-Q is as of and for
the three and nine months ended December 31, 1996.
Adelphia Communications Corporation and its subsidiaries ("Adelphia"
or the "Company") earned substantially all of its revenues in the nine months
ended December 31, 1995 and 1996 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 quarter ended
December 31, 1996 compared to the same period of the prior year, were primarily
the result of acquisitions and the impact of subscriber rate increases which
became effective October 1, 1995 and August 1, 1996.
The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, the continuing program of
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 the Olympus joint venture,
which will also adversely impact Adelphia's future results of operations.
Adelphia expects to report net losses for the next several years.
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The following tables set forth certain cable television system data
for the periods indicated for Company Owned, Olympus and Managed Systems
(collectively, the "Systems"). The "Olympus Systems" are systems currently owned
by the Olympus joint venture. The "Managed Systems" are affiliated systems
managed by Adelphia.
December 31,
-------------------------- Percent
1995 1996 Increase
--------- --------- --------
Homes Passed by Cable
Company Owned Systems 1,358,116 1,547,512 13.9%
Olympus Systems 562,330 646,770 15.0%
Managed Systems 415,671 431,055 3.7%
--------- --------- -------
Total Systems 2,336,117 2,625,337 12.4%
========= ========= =======
Basic Subscribers
Company Owned Systems 1,002,760 1,131,373 12.8%
Olympus Systems 343,332 412,258 20.1%
Managed Systems 305,758 312,491 2.2%
--------- --------- -------
Total Systems 1,651,850 1,856,122 12.4%
========= ========= =======
Exclusive of acquisitions, basic subscribers grew 1.3%, 4.0% and
2.2% for Company Owned, Olympus and Managed Systems, respectively, during the
twelve months ended December 31, 1996.
The following table is derived from Adelphia's Consolidated Interim
Financial Statements that are included in this interim report 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 Nine Months Ended
December 31, December 31,
----------------- ----------------
1995 1996 1995 1996
------ ------ ------ ------
Revenues 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Direct operating and programming 31.3% 31.9% 30.4% 30.9%
Selling, general and administrative 16.6% 18.3% 17.2% 17.4%
------ ------ ------ ------
Operating income before
depreciation and amortization 52.1% 49.8% 52.4% 51.7%
Depreciation and amortization 25.1% 25.2% 26.8% 25.5%
------ ------ ------ ------
Operating income 27.0% 24.6% 25.6% 26.2%
====== ====== ====== ======
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Revenues. Revenues increased approximately 19.2% and 18.3%,
respectively, for the three and nine month periods ended December 31, 1996
compared with the same periods of the prior year. The increase was attributable
to the following:
Three Nine
Months Months
Ended Ended
Dec. 31, Dec. 31,
1996 1996
---------------
Acquisitions 43% 41%
Rate increases 37% 38%
Basic subscriber growth 4% 8%
Other 16% 13%
Certain rate increases related to regulated cable services were
implemented in substantially all of the Company's Systems on October 1, 1995 and
on August 1, 1996. Other non-cable revenues, including strategic service
offerings such as paging and CLEC services, also had a positive impact on
revenues for the quarter ended December 31, 1996. 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 21.6% and 20.2% for the three and nine month
periods ended December 31, 1996 compared with the same periods of the prior
year. Such increases were primarily due to increased operating expenses from
acquired systems and increased programming costs. Because of regulatory
limitations on the timing and extent to which cost increases may be passed on to
customers, operating and programming expenses during the nine month period ended
December 31, 1996 have increased at a greater magnitude than corresponding
revenue increases. As a result of recent FCC regulatory rulemaking decisions,
the Company intends to implement a systematic program of rate increases to
reverse this trend. Consistent with such a program, the Company increased rates
in most markets, in accordance with FCC guidelines, effective August 1, 1996.
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 31.4% and
20.0% for the three and nine month periods ended December 31, 1996 compared with
the same periods of the prior year. The increase was primarily due to a $650
write-off of costs in connection with the postponement of Hyperion's
contemplated initial public offering in November 1996 as well as incremental
costs associated with acquisitions and revenue growth.
Operating Income Before Depreciation and Amortization. Operating
income before depreciation and amortization increased 13.8% and 16.5% for the
three and nine month periods ended December 31, 1996 compared with the same
periods of the prior year. The increase is attributable to a combination of
acquisitions, an increase in subscriber rates and the expansion of other
non-cable revenues, partially offset by increased programming, general and
administrative expenses.
Depreciation and Amortization. Depreciation and amortization was
higher for the three and nine month periods ended December 31, 1996 compared
with the same quarter of the prior year primarily due to increased depreciation
and amortization related to acquisitions consummated since January 1, 1996.
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 nine month periods
ended December 31, 1996 as compared with the same periods of the prior year as a
result of payment by Olympus of the entire amount of priority return accrued
during such periods.
EBITDA. EBITDA (earnings before interest expense, income taxes,
depreciation and amortization, equity in loss of joint ventures and other
non-cash charges) increased 18.3% and 19.2% for the three and nine month periods
ended December 31, 1996 compared with the same periods of the prior year. The
increase is primarily due to the favorable impact of the acquisition of cable
systems, subscriber rate increases and increased priority investment income from
Olympus partially offset by increased programming, general and administrative
expenses. The impact of acquisitions increased revenues and, to a lesser extent,
operating expenses for the three and nine months ended December 31, 1996
compared with the same periods of the prior year. While EBITDA is not an
alternative to operating income as defined by generally accepted accounting
principles, 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.
Interest Expense. Interest expense increased 11.3% and 13.6% for the
three and nine month periods ended December 31, 1996 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 during the current quarter by a decrease in the average
interest rate on outstanding debt compared with the three month period ended
December 31, 1995. Approximately 60% and 44% of the increase in interest expense
for the three and nine month periods ended December 31, 1996 as compared with
the same period of the prior year was attributable to incremental debt related
to acquisitions.
Interest expense includes non-cash accretion of original issue
discount and non-cash interest expense totaling $6,342 and $25,938 for the three
and nine month periods ended December 31, 1996 compared with $76 and $8,032 for
the three and nine month periods of the prior year. The increase in non-cash
interest for three and nine month periods ended December 31, 1996 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 (see "Liquidity and Capital Resources").
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 losses in less than majority owned operating
partnerships. The increase in the loss during the three and nine month periods
ended December 31, 1996, compared with the same periods of the prior year, is
due to an increase in the Olympus priority return and an increase in the losses
of certain investments in the CLEC business in which the Company is a less than
majority partner partially offset by improved operating performance in the
Olympus partnership.
Gain on Sale of Investment. On May 16, 1996, Hyperion completed the
sale of its 15.7% partnership interest in TCG South Florida to Teleport
Communications Group Inc. for an aggregate sales price of $11,618 resulting in a
pre-tax gain of $8,405 which was recorded in the three months ended June 30,
1996. As part of the transaction, Hyperion was released from its covenant not to
compete with respect to the South Florida market. Hyperion plans to use the
proceeds from the sale to continue to expand and develop its existing markets,
complete new networks under construction and enter additional markets.
Extraordinary Loss on Early Retirement of Debt. During the nine
months ended December 31, 1996, certain existing 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.
Net Loss. The Company reported net losses of $26,397 and $32,820 for
the quarters ended December 31, 1995 and 1996, respectively. The increase in net
loss during the current quarter was due primarily to increased interest expense
and equity in loss of joint ventures partially offset by increased operating
income and increased priority investment income from Olympus. Net losses of
$84,699 and $90,138 were reported for the nine month periods ended December 31,
1995 and 1996. respectively. The increase in net loss for the current nine month
period was due primarily to increased interest expense, increased equity in loss
of joint ventures and an extraordinary loss on early retirement of debt
partially offset by increased operating income, increased priority investment
income from Olympus and the impact of a gain on sale of an equity investment.
Hyperion Telecommunications, Inc.
An 89% 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. On April 15, 1996, Hyperion realized net proceeds
of $168,600 upon issuance of notes and warrants (see "Liquidity and Capital
Resources"). 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 December 31, 1996.
<PAGE>
Summarized unaudited financial information of Adelphia, Hyperion and
Adelphia excluding Hyperion is as follows:
<TABLE>
<CAPTION>
Adelphia Adelphia
excluding excluding
Adelphia Hyperion Hyperion Adelphia Hyperion Hyperion
------------------------------------ ------------------------------------
As of December 31, 1995 As of December 31, 1996
------------------------------------ ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total debt $ 2,147,134 $ 49,946 $ 2,097,188 $ 2,488,119 $ 208,067 $ 2,280,052
Three Months Ended Three Months Ended
December 31, 1995 December 31, 1996
------------------------------------ -------------------------------------
Revenues $ 102,457 $ 1,198 $ 101,259 $ 122,127 $ 1,334 $ 120,793
Operating expenses:
Direct operating
and programming 32,066 637 31,429 39,005 752 38,253
Selling, general and
administrative 16,981 1,010 15,971 22,319 2,545 19,774
-------------------------------------------------------------------------
Operating income
(loss) before
depreciation and
amortization 53,410 (449) 53,859 60,803 (1,963) 62,766
Affiliate interest
and priority
investment income 8,662 -- 8,662 12,640 -- 12,640
-------------------------------------------------------------------------
EBITDA (a) 62,072 (449) 62,521 73,443 (1,963) 75,406
Interest expense (53,281) (1,478) (51,803) (59,299) (7,482) (51,817)
Capital expenditures 21,419 1,157 20,262 31,682 4,270 27,412
<PAGE>
Adelphia Adelphia
excluding excluding
Adelphia Hyperion Hyperion Adelphia Hyperion Hyperion
------------------------------------ ------------------------------------
Nine Months Ended Nine Months Ended
December 31, 1995 December 31, 1996
------------------------------------- --------------------------------------
Revenues $ 296,460 $ 2,496 $ 293,964 $ 350,575 $ 3,611 $ 346,964
Operating expenses:
Direct operating
and programming 90,218 1,878 88,340 108,466 2,339 106,127
Selling, general and
administrative 50,961 2,375 48,586 61,132 4,736 56,396
----------------------------------------------------------------------------
Operating income
(loss) before
depreciation and
amortization 155,281 (1,757) 157,038 180,977 (3,464) 184,441
Affiliate interest
and priority
investment income 27,600 -- 27,600 36,942 -- 36,942
----------------------------------------------------------------------------
EBITDA (a) 182,881 (1,757) 184,638 217,919 (3,464) 221,383
Interest expense (159,159) (4,178) (154,981) (180,764) (20,759) (160,005)
Capital expenditures 72,445 4,473 67,972 86,415 14,950 71,465
</TABLE>
(a) Earnings before interest expense, income taxes, depreciation and
amortization, equity in loss of joint ventures and other non-cash charges
("EBITDA"). While EBITDA is not an alternative to operating income as defined by
generally accepted accounting principles, 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.
Liquidity and Capital Resources
The cable television and telecommunication businesses are capital
intensive and typically require continual financing for the construction,
modernization, maintenance, expansion, and acquisition of cable systems and
other telecommunications infrastructure. 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 the nine months ended December 31, 1995 and
1996, were $72,445 and $86,415, respectively. Management expects capital
expenditures for the fiscal year ending March 31, 1997 to be somewhat higher
than the prior fiscal year due to the further expansion of cable plant rebuilds
and due to further expansion by Hyperion.
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. 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 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 been to maintain its public
long-term debt primarily 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. Public indentures and
subsidiary credit agreements of the Company and its subsidiaries 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 December 31, 1996, the Company's total outstanding debt
aggregated $2,488,119 which included $940,951 of parent debt, and $1,547,168 of
subsidiary debt. In addition, the Company had an aggregate of $105,652 in cash
and cash equivalents, and $37,000 in unused credit lines with banks, part of
which is subject to achieving certain levels of operating performance.
At December 31, 1996, the Company's unused credit lines were
provided by reducing revolving credit facilities whose revolver periods expire
September 30, 2004. The Company's weighted average interest rate on notes
payable to banks and institutions was approximately 8.62% at December 31, 1995
compared to 8.25% at December 31, 1996. At December 31, 1996, approximately 31%
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.
<PAGE>
Maturities of debt for the four years and three months after December 31, 1996
are as follows:
Three months ended March 31, 1997 $ 11,785
Year ended March 31, 1998 177,846
Year ended March 31, 1999 217,791
Year ended March 31, 2000 138,269
Year ended March 31, 2001 251,900
On April 1, 1996, Adelphia purchased the cable television operations
of Cable TV Fund 11-B, Ltd. This CATV system was acquired for $84,267 and served
approximately 39,700 subscribers at the acquisition date in the New York
counties of Erie and Niagara. The acquisition was financed through a combination
of debt proceeds from a $200,000 credit facility in which an Adelphia subsidiary
is a co-borrower with an affiliated entity and funds received through the
repayment of amounts previously advanced to related entities. These amounts may
be reborrowed by the related entities in future periods.
On April 12, 1996, certain subsidiaries of the Company
(collectively, the "Borrowers") entered into a $690,000 financing arrangement
consisting of a $540,000 revolving credit facility maturing December 31, 2003
and a $150,000 term loan facility maturing December 31, 2004. Initial borrowings
during April 1996 of $483,000 were used primarily to repay existing
indebtedness. Interest rates charged are based upon one or more of the following
rates at the option of the Borrowers: Eurodollar rate or the greater of the
prime rate and the Federal funds rate plus 1/2 of 1% plus a margin of from 0% to
2% depending upon the Borrower's senior funded debt ratio. Interest on
outstanding borrowings is generally payable on a quarterly basis. The maximum
available under the revolving credit facility is reduced, in increasing
quarterly amounts, beginning June 30, 1998 through December 31, 2003. The
Borrowers pay a commitment fee of either .375% or .250% per annum (depending
upon the Borrower's senior funded debt ratio) of the unused revolving credit
facility commitments during the term of the agreement. Borrowings under the term
loan facility are payable in installments, in increasing quarterly amounts,
commencing June 30, 1998 and ending on December 31, 2004.
On April 15, 1996, Hyperion realized proceeds, net of discounts,
commissions and other transaction costs, of $168,600 upon issuance of $329,000
aggregate principal amount of 13% Senior Discount Notes (the "Hyperion Senior
Notes") due April 15, 2003 and 329,000 warrants to purchase an aggregate of
613,427 shares of common stock of Hyperion expiring April 1, 2001. Proceeds of
$11,087 were allocated to the value of the warrants. If all warrants were
exercised, the warrants would represent approximately 5.78% of the common stock
of Hyperion on a fully diluted basis. Proceeds, net of discounts, commissions,
and other transaction costs, were used to repay certain indebtedness to
Adelphia, to make loans to certain key Hyperion officers and will be used to
fund Hyperion's expansion of its existing markets, to complete construction of
new networks and to enter additional markets, including related capital
expenditures, working capital requirements, operating losses and investments in
joint ventures.
On July 12, 1996, Adelphia acquired all of the cable systems of
First Carolina Cable TV, L.P. These systems served approximately 32,500
subscribers at the date of acquisition primarily located in Vermont and were
purchased for an aggregate price of $48,500.
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, is 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, except as otherwise stated herein, the Company has not reached any
agreements, in principal or otherwise, with respect to any material transaction
and 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 $1.50 over a two year period to reflect the addition of up to six 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 are now 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 elect to customize their channel lineup, Adelphia will provide,
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 have also been implemented in all systems managed by
Adelphia. Adelphia believes CableSelect provides increased programming choices
to its subscribers while providing flexibility to Adelphia to respond to future
changes in areas such as customer demand and programming.
A letter of inquiry was received by an Olympus system regarding the
implementation of this new method of offering services. Olympus responded in
writing to the FCC's inquiry. 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 has appealed this decision to the full
Commission which affirmed the Cable Service Bureau's decision. Adelphia has
sought reconsideration of the 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.
Certain other cable television companies that utilized a la carte
packages have recently reached settlement/resolution with the FCC on this issue.
Adelphia has discussed such a settlement with the Cable Services Bureau of the
FCC and a proposed settlement of all outstanding rate proceedings, including "a
la carte" packages, has been made available for public comment by the FCC.
Accordingly, results of operations for the fiscal year ended March 31, 1996
included a $5,300 charge representing management's estimate of the total costs
associated with the resolution of this matter. Such costs included, (i) an
estimate of credits to be extended to customers in future periods of up to
$2,700, (ii) legal and other costs incurred during the fiscal year ended March
31, 1996, and (iii) an estimate of legal and other costs to be incurred
associated with the ultimate resolution of this matter. At December 31, 1996,
$3,519 of the charge to earnings remained in accrued interest and other
liabilities. While Adelphia cannot predict the ultimate outcome or effect of
this matter, management of Adelphia does not expect the ultimate outcome of this
matter to have a material adverse effect on Adelphia's financial position and
results of operations. Also, 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 the Company. The Company 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 its 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 local exchange telephone
companies ("LECs") 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 LECs to operate "open video systems"
("OVS") without obtaining a local cable franchise, although LECs 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 LEC.
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.
Direct broadcast satellite ("DBS") service became available to
consumers during 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 nation-wide basis. The extent to which DBS will be
competitive with cable systems will depend on the continued availability of
reception equipment and programming at reasonable prices to the consumer.
-------------------------------------------------
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27.01 Financial Data Schedule (supplied for the information
of the Commission).
(b) Reports on Form 8-K:
Form 8-Ks were filed on October 29, November 13, December 16, 1996
and January 3, 1997 which reported information under items 5 and 7
thereof. No financial statements were filed with any of such
Form 8-Ks.
-------------------------------------------------
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADELPHIA COMMUNICATIONS CORPORATION
(Registrant)
Date: February 14, 1997 By: /s/ Timothy J. Rigas
----------------------
Timothy J. Rigas
Executive Vice President (authorized
officer), Chief Financial Officer,
Treasurer and Chief Accounting Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE FOR ADELPHIA COMMUNICATIONS CORP. FOR THE NINE
MONTHS ENDED DECEMBER 31, 1996
</LEGEND>
<CIK> 0000796486
<NAME> ADLEPHIA COMMUNICATIONS CORP
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1996
<CASH> 105,652
<SECURITIES> 0
<RECEIVABLES> 30,345
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,278,425<F1>
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 1,628,144
<CURRENT-LIABILITIES> 0
<BONDS> 2,488,119
0
0
<COMMON> 263
<OTHER-SE> (1,218,640)
<TOTAL-LIABILITY-AND-EQUITY> 1,638,419
<SALES> 0
<TOTAL-REVENUES> 350,575
<CGS> 0
<TOTAL-COSTS> 259,150
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 180,764
<INCOME-PRETAX> (88,123)
<INCOME-TAX> (64)
<INCOME-CONTINUING> (88,059)
<DISCONTINUED> 0
<EXTRAORDINARY> (2,079)
<CHANGES> 0
<NET-INCOME> (90,138)
<EPS-PRIMARY> (3.43)
<EPS-DILUTED> (3.43)
<FN>
<F1>PP&E NET OF DEPRECIATION
<F2>PP&E NET OF DEPRECIATION
</FN>
</TABLE>
