UNITED STATES
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 March 31, 1999
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 May 14, 1999, 50,328,343 shares of Class A Common Stock, par value $.01 per
share, and 10,834,476 shares of Class B Common Stock, par value $.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
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Condensed Consolidated Balance Sheets - December 31, 1998 and
March 31, 1999................................................................................. 3
Condensed Consolidated Statements of Operations - Three Months Ended
March 31, 1998 and 1999........................................................................ 4
Condensed Consolidated Statements of Cash Flows - Three Months Ended
March 31, 1998 and 1999........................................................................ 5
Notes to Condensed Consolidated Financial Statements............................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.................................................................................. 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk.................................... 25
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................................................. 27
Item 2. Changes in Securities and Use of Proceeds..................................................... 27
Item 3. Defaults Upon Senior Securities.............................................................. 28
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 28
Item 5. Other Information............................................................................ 28
Item 6. Exhibits and Reports on Form 8-K.............................................................. 28
SIGNATURES............................................................................................. 31
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except share amounts)
December 31, March 31,
1998 1999
----------- -----------
ASSETS:
<S> <C> <C>
Property, plant and equipment - net $ 1,207,655 $ 1,418,808
Intangible assets - net 1,029,159 1,156,471
Cash and cash equivalents 398,644 169,652
U.S. government securities - pledged 58,054 43,521
Investments 196,893 197,617
Subscriber receivables - net 53,911 59,391
Prepaid expenses and other assets - net 114,625 144,080
Investment in and amounts due from Olympus 191,408 340,330
Related party receivables - net 44,108 59,910
----------- -----------
Total $ 3,294,457 $ 3,589,780
=========== ===========
LIABILITIES, PREFERRED STOCK, COMMON STOCK AND
OTHER STOCKHOLDERS' EQUITY (DEFICIENCY):
Subsidiary debt $ 1,717,240 $ 1,532,156
Parent debt 1,810,212 2,055,917
Accounts payable 96,985 70,702
Subscriber advance payments and deposits 19,377 23,994
Accrued interest and other liabilities 137,131 109,372
Deferred income taxes 109,609 106,983
----------- -----------
Total liabilities 3,890,554 3,899,124
----------- -----------
Minority interests 48,784 34,488
----------- -----------
Hyperion Redeemable Exchangeable Preferred Stock 228,674 236,293
----------- -----------
Series A Cumulative Redeemable Exchangeable Preferred Stock 148,191 148,234
----------- -----------
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 1
Class A common stock, $.01 par value, 200,000,000 shares authorized,
31,258,843 and 43,419,867 shares issued, respectively 313 434
Class B common stock, $.01 par value, 25,000,000 shares authorized,
10,834,476 shares issued and outstanding 108 108
Additional paid-in capital 738,102 1,281,070
Accumulated deficit (1,760,270) (1,802,660)
Class A common stock held in escrow -- (58,099)
Treasury stock, at cost, 0 and 1,091,524 shares of Class A common stock and 0
and 20,000 shares of 8 1/8% Series C convertible
preferred stock, respectively -- (149,213)
----------- -----------
Convertible preferred stock, common stock and
other stockholders' equity (deficiency) (1,021,746) (728,359)
=========== ===========
Total $ 3,294,457 $ 3,589,780
=========== ===========
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
March 31,
------------------------
1998 1999
--------- ---------
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Revenues $ 138,537 $ 206,194
--------- ---------
Operating expenses:
Direct operating and programming 45,364 67,295
Selling, general and administrative 25,646 49,111
Depreciation and amortization 40,471 56,815
--------- ---------
Total 111,481 173,221
--------- ---------
Operating income 27,056 32,973
--------- ---------
Other income (expense):
Priority investment income from Olympus 12,000 12,000
Interest expense - net (59,766) (72,054)
Equity in loss of Olympus and other joint ventures (16,039) (14,861)
Equity in loss of Hyperion joint ventures (3,683) (3,803)
Minority interest in net losses of subsidiaries -- 12,914
Hyperion preferred stock dividends (6,694) (7,619)
Gain on sale of investment 1,520 2,354
--------- ---------
Total (72,662) (71,069)
--------- ---------
Loss before income taxes and extraordinary loss (45,606) (38,096)
Income tax benefit 6,165 2,897
--------- ---------
Loss before extraordinary loss (39,441) (35,199)
Extraordinary loss on early retirement of debt -- (8,589)
--------- ---------
Net loss (39,441) (43,788)
Dividend requirements applicable to preferred stock (6,852) (6,500)
--------- ---------
Net loss applicable to common stockholders $ (46,293) $ (50,288)
========= =========
Basic and diluted net loss per weighted average share of
common stock before extraordinary loss $ (1.51) $ (0.80)
Basic and diluted extraordinary loss on early retirement of debt per
weighted average share of common stock -- (0.17)
--------- ---------
Basic and diluted net loss per weighted average share
of common stock $ (1.51) $ (0.97)
========= =========
Weighted average shares of common stock
outstanding (in thousands) 30,730 52,019
========= =========
See notes to condensed consolidated financial statements.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Three Months Ended March 31,
-----------------------------
1998 1999
------------ ------------
Cash flows from operating activities:
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Net loss $ (39,441) $ (43,788)
Adjustments to reconcile net loss to net cash provided by
(used for) operating activities:
Depreciation and amortization 40,471 56,815
Noncash interest expense 7,449 7,952
Noncash dividends 6,694 7,619
Equity in loss of Olympus and other joint ventures 16,039 14,861
Equity in loss of Hyperion joint ventures 3,683 3,803
Gain on sale of investments (2,130) (2,354)
Minority interest in losses of subsidiaries -- (12,914)
Extraordinary loss on early retirement of debt -- 8,589
Decrease in deferred income taxes, net of effect of acquisitions (6,221) (2,858)
Changes in operating assets and liabilities, net of effect
of acquisitions:
Subscriber receivables 3,149 (3,256)
Prepaid expenses and other assets (19,673) (30,711)
Accounts payable 3,255 (27,154)
Subscriber advance payments and deposits (466) 4,617
Accrued interest and other liabilities (8,577) (23,082)
----------- -----------
Net cash provided by (used for) operating activities 4,232 (41,861)
----------- -----------
Cash flows used for investing activities:
Acquisitions (58,330) (111,372)
Expenditures for property, plant and equipment (66,025) (81,552)
Investments in Hyperion joint ventures (18,141) (18,572)
Investments in other joint ventures (6,520) (2,836)
Sale of U.S. government securities - pledged 15,653 15,322
Amounts invested in and advanced to
Olympus and related parties (9,257) (179,372)
Proceeds from sale of investment 3,065 2,400
----------- -----------
Net cash used for investing activities (139,555) (375,982)
----------- -----------
Cash flows provided by financing activities:
Proceeds from debt 159,842 700,000
Repayments of debt (114,805) (703,715)
Costs associated with financings (2,008) (11,239)
Premium paid on early retirement of debt -- (7,413)
Net proceeds from issuance of Class A common stock -- 371,806
Payments to acquire treasury stock -- (149,213)
Preferred stock dividends paid (12,214) (11,375)
----------- -----------
Net cash provided by financing activities 30,815 188,851
----------- -----------
Decrease in cash and cash equivalents (104,508) (228,992)
Cash and cash equivalents, beginning of period 381,403 398,644
----------- -----------
Cash and cash equivalents, end of period $ 276,895 $ 169,652
=========== ===========
See notes to condensed consolidated financial statements.
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ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(Dollars in thousands, except per share amounts)
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 March 31, 1999, and the results of operations for the
three months ended March 31, 1998 and 1999, have been included. On March 30,
1999, Adelphia elected to change its fiscal year from a year ending on March 31
to a year ending on December 31. The decision was made to conform to general
industry practice and for certain administrative purposes. The change was
effective for the nine months ended December 31, 1998. The Company expects to
file its Transition Report on Form 10-K for the nine months ended December 31,
1998 prior to June 30, 1999. 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 year ended March 31, 1998,
the condensed consolidated financial statements included in its Quarterly Report
on Form 10-Q for the quarterly period ended December 31, 1998 and its Transition
Report on Form 10-K for the nine months ended December 31, 1998 when filed with
the Securities and Exchange Commission. The results of operations for the three
months ended March 31, 1999 are not necessarily indicative of the results to be
expected for the year ending December 31, 1999. 1. Significant Events Subsequent
to December 31, 1998:
On January 13, 1999, Adelphia completed offerings of $100,000 of 7 1/2%
Senior Notes due 2004 and $300,000 of 7 3/4% Senior Notes due 2009. Net proceeds
from these offerings, after deducting offering expenses, were approximately
$393,700. Of this amount, Adelphia used approximately $160,000 to pay accrued
interest and retire a portion of its 9 1/2% Senior Pay-In-Kind Notes due 2004.
Adelphia used the remainder to repay borrowings under revolving credit
facilities of its subsidiaries which may be reborrowed and used for general
corporate purposes. The terms of these notes are similar to those of Adelphia's
other publicly held senior debt.
On January 14, 1999, Adelphia completed offerings totaling 8,600,000
shares of its Class A common stock. In those offerings, Adelphia sold 4,600,000
newly issued shares of Class A common stock to Goldman, Sachs & Co. at $43.25
per share and it also sold 4,000,000 shares of its Class A common stock at
$43.25 per share to entities controlled by the Rigas Family. Adelphia used the
proceeds of approximately $372,000 from these offerings to repay subsidiary bank
debt, which may be reborrowed and used for general corporate purposes.
On January 21, 1999, Adelphia acquired Verto Communications, Inc.
("Verto") pursuant to a merger agreement between Adelphia, Verto and Verto's
shareholders. These systems served approximately 56,000 subscribers in the
greater Scranton, PA area at the date of acquisition. In connection with the
Verto acquisition, Adelphia issued 2,561,024 shares of its Class A common stock
to the former owners of Verto and assumed approximately $35,000 of net
liabilities of Verto. The acquisition was accounted for under the purchase
method of accounting. Accordingly, the financial results of the acquired systems
are included in the consolidated results of Adelphia effective from the date
acquired.
On January 29, 1999, Adelphia purchased from Telesat shares of
Adelphia's stock owned by Telesat for a price of $149,213. In the transaction,
Adelphia purchased 1,091,524 shares of Class A common stock and 20,000 shares of
Series C Cumulative convertible preferred stock which are convertible into an
additional 2,358,490 shares of Class A common stock. These shares represent
3,450,014 shares of common stock on a fully converted basis. Adelphia and
<PAGE>
Telesat also agreed to a redemption of Telesat's interests in Olympus
Communications, L.P. by July 11, 1999 for approximately $108,000. The redemption
is subject to applicable third party approvals.
On February 23, 1999, Adelphia announced that it had entered into a
definitive agreement to acquire FrontierVision Partners, L.P. ("FrontierVision")
for approximately $2,100,000. Under that agreement Adelphia would acquire 100%
of FrontierVision in exchange for approximately $550,000 in cash, 7,000,000
shares of Adelphia Class A common stock and the assumption of approximately
$1,110,000 of debt. The transaction is subject to customary closing conditions.
As of December 31, 1998, FrontierVision had approximately 702,000 basic
subscribers.
On March 2, 1999, Hyperion issued $300,000 of 12% Senior Subordinated
Notes due 2007 (the "Subordinated Notes"). An entity controlled by members of
the Rigas family purchased $100,000 of the Subordinated Notes directly from
Hyperion at a price equal to the aggregate principal amount less the discount to
the initial purchasers. The net proceeds of approximately $295,000 were or will
be used to fund Hyperion's acquisition of interests held by local partners in
certain of its markets and will be used to fund capital expenditures and
investments in its networks and for general corporate and working capital
purposes.
On March 5, 1999, Adelphia announced that it had entered into a
definitive merger agreement to acquire Century Communications Corp. ("Century")
for approximately $5,200,000. Under the agreement, Adelphia would acquire 100%
of the outstanding common stock of Century for approximately $826,000 in cash,
48,700,000 shares of Class A common stock and the assumption of approximately
$1,600,000 of debt. This transaction is subject to shareholder approval by
Century and Adelphia and other customary closing conditions. As of December 31,
1998, Century had approximately 1,593,000 basic subscribers after giving effect
to Century's pending joint venture with AT&T.
On March 31, 1999, Hyperion consummated purchase agreements with
subsidiaries of MediaOne of Colorado, Inc. ("MediaOne"), its local partner in
the Jacksonville, FL and Richmond, VA networks, whereby MediaOne received
approximately $81,520 in cash for MediaOne's ownership interests in these
networks. In addition, Hyperion will be responsible for the payment of fiber
lease liabilities due to MediaOne in the amount of approximately $14,500 over
the next ten years. As a result of the transactions, Hyperion's ownership
interest in each of these networks increased to 100%.
On April 9, 1999, Adelphia entered into a stock purchase agreement with
Highland Holdings, a general partnership controlled by members of the family of
John J. Rigas, in which Adelphia agreed to sell to Highland Holdings, and
Highland Holdings agreed to purchase, from $250,000 to $375,000 of Adelphia's
Class B common stock. The purchase price for the Class B common stock will be
equal to the public offering price in the April 28, 1999 public offering of
Class A common stock described below, less the underwriting discount, plus an
interest factor. Closing under this stock purchase agreement is to occur by
January 23, 2000.
On April 12, 1999, Adelphia announced that it had entered into a
definitive agreement to acquire cable television systems from Harron
Communications Corporation ("Harron") for approximately $1,200,000. The
transaction is subject to customary closing conditions. As of December 31, 1998,
Harron had approximately 294,000 basic subscribers after giving effect to recent
and pending acquisitions involving approximately 9,000 basic subscribers.
On April 28, 1999, Adelphia completed an offering of $350,000 of 7 7/8%
Senior Notes due 2009. Net proceeds from this offering, after deducting offering
expenses, were approximately $345,500. Adelphia used the proceeds to repay
<PAGE>
borrowings under revolving credit facilities of its subsidiaries, which may be
reborrowed and used for general corporate purposes, including acquisitions,
capital expenditures and investments. The terms of these notes are similar to
those of Adelphia's existing publicly held senior debt.
On April 28, 1999, Adelphia sold 8,000,000 shares of its Class A common
stock. Net proceeds of the offering, after deducting offering expenses, were
approximately $485,500. Adelphia used the net proceeds to repay borrowings under
subsidiary credit agreements, which the Company plans to reborrow and use to
fund one or more of the recently announced acquisitions.
On April 30, 1999, and, in a related transaction on May 14, 1999,
Adelphia sold an aggregate 2,875,000 shares of 5 1/2% Series D convertible
preferred stock with a liquidation preference of $200 per share. The preferred
stock accrues dividends at $11 per share annually and is convertible at $81.45
per share in to an aggregate of 7,059,546 shares of Class A common stock of
Adelphia. The preferred stock is redeemable at the option of Adelphia on or
after May 1, 2002 at 103% of the liquidation preference. Net proceeds from the
convertible preferred stock offering were approximately $557,000 after deducting
underwriter discounts and commissions and offering expenses. Adelphia used the
net proceeds to repay borrowings under subsidiary credit agreements, which the
Company plans to reborrow and use to fund one or more of the recently announced
acquisitions.
On May 6, 1999, certain subsidiaries and affiliates of Adelphia and
Olympus closed on an $850,000 credit facility. The credit facility consists of
a $600,000, 8 1/2 year reducing revolving credit loan and a $250,000, 9 year
term loan. Proceeds from initial borrowings were held as cash and used to repay
existing indebtedness, which may be reborrowed and used for capital
expenditures, investments, and other general corporate purposes.
<PAGE>
2. Debt:
Debt is summarized as follows:
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Subsidiary Debt:
December 31, March 31,
1998 1999
------------ ------------
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Notes to banks and institutions $ 1,200,970 $ 691,414
13% Senior Discount Notes of Hyperion due 2003 220,784 228,531
12 1/4% Senior Secured Notes of Hyperion due 2004 250,000 250,000
12% Senior Subordinated Notes of Hyperion due 2007 -- 300,000
Other subsidiary debt 45,486 62,211
------------ ------------
Total subsidiary debt $ 1,717,240 $ 1,532,156
============ ============
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The following information updates to March 31, 1999, unless otherwise
noted, certain disclosures included in Note 2 to Adelphia's condensed
consolidated financial statements contained in the Quarterly Report on Form 10-Q
for the quarterly period ended December 31, 1998.
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Commitments for additional borrowings,
as of May 14, 1999 $ 1,696,620
Weighted average interest rate payable by subsidiaries
under credit agreements with banks and institutions 8.46%
Percentage of subsidiary notes to banks and institutions that
bear interest at fixed rates for at least one year 63.49%
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Parent Debt:
December 31, March 31,
1998 1999
------------ ------------
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10 1/4% Senior Notes due 2000 $ 99,653 $ 99,706
9 1/4% Senior Notes due 2002 325,000 325,000
8 1/8% Senior Notes due 2003 149,285 149,317
10 1/2% Senior Notes due 2004 150,000 150,000
7 1/2% Senior Notes due 2004 -- 100,000
9 7/8% Senior Notes due 2007 347,586 347,636
7 3/4% Senior Notes due 2007 -- 300,000
8 3/8% Senior Notes due 2008 299,197 299,212
11 7/8% Senior Debentures due 2004 124,613 124,625
9 7/8% Senior Debentures due 2005 128,531 128,574
9 1/2% Pay-In-Kind Notes due 2004 186,347 31,847
----------- ------------
Total parent debt $ 1,810,212 $ 2,055,917
============ ============
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3. Investments:
Adelphia's nonconsolidated investments are as follows:
December 31, March 31,
1998 1999
------------ ------------
Investments accounted for using the equity method:
Gross investment:
<S> <C> <C>
Hyperion investments in joint ventures $ 138,614 $ 136,524
Benbow PCS Ventures, Inc. 17,170 17,192
Mobile communications 18,249 18,494
Other 2,308 3,007
------------ ------------
Total 176,341 175,217
------------ ------------
Investments accounted for using the cost method:
Niagara Frontier Hockey, L.P. 44,897 46,671
SuperCable ALK International 3,190 3,190
Programming ventures 1,469 1,469
Mobile communications 2,925 2,971
Other 672 669
------------ ------------
Total 53,153 54,970
------------ ------------
Total investments before cumulative equity in net losses 229,494 230,187
Cumulative equity in net losses (32,601) (32,570)
------------ ------------
Total investments $ 196,893 $ 197,617
============ ============
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4. Related Party Investments and Receivables:
Related party receivables - net represent advances to managed
partnerships, the Rigas family and Rigas family controlled entities. No related
party advances are collateralized.
<TABLE>
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Investment in and amounts due from Olympus is comprised of the following:
December 31, March 31,
1998 1999
------------- -------------
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Cumulative equity in loss over investment in Olympus $ (102,888) $ (103,110)
Amounts due from Olympus 294,296 443,440
------------ ------------
$ 191,408 $ 340,330
============ ============
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<PAGE>
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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Three Months Ended
March 31,
-----------------------------
1998 1999
------------- -------------
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Revenues $ 50,918 $ 64,866
Net loss (4,663) (9,060)
Net loss of general and limited partners after priority return (25,445) (33,686)
</TABLE>
5. Net Loss Per Weighted Average Share of Common Stock:
Basic net loss per weighted average share of common stock is computed
based on the weighted average number of common shares outstanding after giving
effect to dividend requirements on the Company's preferred stock. Diluted net
loss per common share is equal to basic net loss per common share because the
Company's convertible preferred stock had an antidilutive effect for the periods
presented; however, the convertible preferred stock could have a dilutive effect
on earnings per share in future periods.
6. Supplemental Financial Information:
Cash payments for interest were $82,872 and $97,200 for the three
months ended March 31, 1998 and 1999, respectively. Accumulated depreciation of
property, plant and equipment amounted to $730,873 and $764,867 at December 31,
1998 and March 31, 1999, respectively. Accumulated amortization of intangible
assets amounted to $249,618 and $265,786 at December 31, 1998 and March 31,
1999, respectively. Interest expense - net includes interest income of $8,807
and $9,834 for the three months ended March 31, 1998 and 1999, respectively.
Interest income includes interest income from affiliates on long-term loans and
for reimbursement of interest expense on revolving credit agreements related to
short-term borrowings by such affiliates.
On February 15, 1999, Adelphia issued 1,000,000 shares of Class A
common stock to an escrow account as a deposit for the acquisition of
FrontierVision.
7. Income Taxes:
Income tax benefit for the three months ended March 31, 1998 and 1999
was $6,165 and $2,897, respectively, which was substantially comprised of
deferred tax.
8. Commitments and Contingencies:
Reference is made to Note 1 and to Management's Discussion and Analysis
of Financial Condition and Results of Operations and Legal Proceedings for a
discussion of material commitments and contingencies.
<PAGE>
9. Reclassifications:
Certain prior period amounts have been reclassified to conform with the
current period presentation.
10. Recent Accounting Pronouncements:
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities," has been issued
and is effective for fiscal quarters of fiscal years beginning after June 15,
1999. SFAS No. 133 establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that any entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Management of the Company
has not completed its evaluation of the impact of SFAS No. 133 on the Company's
consolidated financial statements.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(Dollars in thousands)
Introduction
During the period January 29, 1999 through April 12, 1999, the Company
announced the pending acquisition of the Olympus partnership interests held by
FPL Group, Inc., and the pending acquisitions of FrontierVision Partners, L.P.,
Century Communications Corp. and Harron Communications Corp. (collectively, the
"Pending Acquisitions"). See Note 1 to the Condensed Consolidated Financial
Statements contained in this Form 10-Q. As of the time of filing of this Form
10-Q, all of these transactions were pending and therefore, are not reflected in
the results of operations of the Company for the quarter ended March 31, 1999.
After the completion of the quarter ended March 31, 1999, the Company filed
unaudited financial information, audited financial statements and unaudited pro
forma financial information related to the Pending Acquisitions on a Form 8-K
for the event dated April 19, 1999. In addition, during the period January 13,
1999 through April 30, 1999, the Company entered into several financing
transactions, the proceeds of which will or may be used to fund one or more of
the Pending Acquisitions or for other general corporate purposes. See Note 1 to
the Condensed Consolidated Financial Statements contained in this Form 10-Q.
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,
the availability and cost of capital, government and regulatory policies, the
pricing and availability of equipment, materials, inventories and programming,
product acceptance, technological developments, year 2000 issues and changes in
the competitive environment in which the Company operates.
Adelphia Communications Corporation and its subsidiaries ("Adelphia" or
the "Company") operate primarily in two lines of business within the
telecommunications industry: cable television and related investments
("Adelphia, excluding Hyperion") and competitive local exchange carrier ("CLEC")
telephony ("Hyperion"). The balance sheet data as of December 31, 1998 and March
31, 1999, and the other data for the three months ended March 31, 1998 and 1999,
of Hyperion presented below have been derived from the consolidated financial
statements of Hyperion not included herein.
A majority owned subsidiary of the Company, Hyperion, together with its
subsidiaries owns CLEC networks and investments in CLEC joint ventures and
manages those networks and joint 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 March 31,
1999.
<PAGE>
Summarized unaudited financial information of Adelphia, Hyperion and
Adelphia, excluding Hyperion is as follows:
<TABLE>
<CAPTION>
Balance Sheet Data: December 31, March 31,
1998 1999
------------ ------------
Adelphia Consolidated
<S> <C> <C>
Total assets $ 3,294,457 $ 3,589,780
Total debt 3,527,452 3,588,073
Cash 398,644 169,652
Investments (a) 229,494 230,187
Redeemable preferred stock 376,865 384,527
Convertible preferred stock - net (liquidation preference) 100,000 80,000
Hyperion
Total assets $ 836,342 $ 1,113,474
Total debt 494,109 818,224
Cash 242,570 142,386
Investments (a) 138,614 136,524
Redeemable preferred stock 228,674 236,293
Adelphia, excluding Hyperion
Total assets $ 2,458,115 $ 2,476,306
Total debt 3,033,343 3,001,849
Cash 156,074 27,266
Investments (a) 90,880 93,663
Redeemable preferred stock 148,191 148,234
Convertible preferred stock - net (liquidation preference) 100,000 80,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(Dollars in thousands)
Other Data: Three Months Ended
March 31,
----------------------------
1998 1999
------------ ------------
Adelphia Consolidated
<S> <C> <C>
Revenues $ 138,537 $ 206,194
Priority investment income from Olympus 12,000 12,000
Operating expenses (b) 71,010 116,406
Depreciation and amortization expense 40,471 56,815
Operating income 27,056 32,973
Interest expense - net (59,766) (72,054)
Preferred stock dividends (13,546) (14,119)
Capital expenditures 66,026 81,552
Cash paid for acquisitions 58,330 111,372
Cash used for investments 24,661 21,408
Hyperion
Revenues $ 4,820 $ 21,438
Operating expenses (b) 7,756 29,513
Depreciation and amortization expense 4,450 13,535
Operating loss (7,386) (21,610)
Interest expense - net (8,047) (10,707)
Preferred stock dividends (6,694) (7,619)
Capital expenditures 33,795 39,684
Cash paid for acquisitions 58,330 89,750
Cash used for investments 18,634 18,572
Adelphia, excluding Hyperion
Revenues $ 133,717 $ 184,756
Priority investment income from Olympus 12,000 12,000
Operating expenses (b) 63,254 86,893
Depreciation and amortization expense 36,021 43,280
Operating income 34,442 54,583
Interest expense - net (51,719) (61,347)
Preferred stock dividends (6,852) (6,500)
Capital expenditures 32,231 41,868
Cash paid for acquisitions -- 21,622
Cash used for investments 6,027 2,836
<FN>
(a) Represents total investments before cumulative equity in net losses.
(b) Amount excludes depreciation and amortization.
</FN>
</TABLE>
<PAGE>
Adelphia earned substantially all of its revenues in the three months
ended March 31, 1998 and 1999 from monthly subscriber fees for basic, satellite,
premium and ancillary services (such as installations and equipment rentals),
CLEC telecommunications services, local and national advertising sales,
high speed data services and pay-per-view programming.
The changes in Adelphia's operating results for the three months ended
March 31, 1999 compared to the same period of the prior year, were primarily the
result of acquisitions, rate increases and expansion of existing operations.
The high level of depreciation and amortization associated with the
significant number of acquisitions in recent years, the continued upgrade 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 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. <TABLE> <CAPTION>
March 31, Percent
-------------------------- Increase
1998 1999 (Decrease)
----------- ----------- ----------
Homes Passed by Cable
<S> <C> <C> <C>
Company Owned Systems 1,670,068 2,230,257 33.5%
Olympus Systems 755,185 949,122 25.7%
Managed Systems 347,278 178,021 (48.7)%
----------- -----------
Total Systems 2,772,531 3,357,400 21.1%
=========== =========== ========
Basic Subscribers
Company Owned Systems 1,215,040 1,595,536 31.3%
Olympus Systems 501,722 650,858 29.7%
Managed Systems 259,409 134,015 (48.3)%
----------- ----------- --------
Total Systems 1,976,171 2,380,409 20.5%
=========== =========== ========
</TABLE>
Managed Systems' data, as of March 31, 1999, reflect the sales of
systems consisting of approximately 47,100 and 75,900 homes passed and
approximately 34,100 and 62,100 basic subscribers to Adelphia and Olympus,
respectively.
<PAGE>
The following table is derived from Adelphia's Condensed Consolidated
Statements of Operations 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.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
1998 1999
----------- ----------
<S> <C> <C>
Revenues 100.0% 100.0%
Operating expenses:
Direct operating and programming 32.7% 32.6%
Selling, general and administrative 18.5% 23.8%
Depreciation and amortization 29.2% 27.6%
---------- ----------
Operating income 19.6% 16.0%
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Revenues. The primary revenue sources reflected as a percentage of
total revenues were as follows for the three months ended March 31, 1999:
<S> <C>
Regulated service and equipment 70%
Premium programming 9%
Advertising sales and other services 11%
Competitive local exchange carrier services 10%
</TABLE>
<TABLE>
<CAPTION>
Revenues increased approximately 48.8% for the three months ended March
31, 1999 compared with the same period of the prior year. The increases are
attributable to the following:
<S> <C>
Acquisitions 61%
Basic subscriber growth 2%
Cable rate increases 15%
Premium programming (1%)
Competitive local exchange carrier services 16%
Advertising sales and other services 7%
</TABLE>
Effective August 1, 1998, certain rate increases related to regulated
cable services were implemented in substantially all of the Company's systems.
Advertising revenues and revenues derived from other strategic service offerings
such as paging, high-speed data services, long distance and CLEC services also
had a positive impact on revenues for the quarter ended March 31, 1999. The
Company expects to implement rate increases related to certain regulated cable
services in substantially all of the Company's systems during 1999.
Direct Operating and Programming Expenses. Direct operating and
programming expenses, which are mainly basic and premium programming costs and
technical expenses, increased 48.3% for the three months ended March 31, 1999
compared with the same period of 1998. Hyperion expenses increased due to
<PAGE>
expansion of operations at its network control center, as well as an increase in
the number and size of its networks, which resulted in increased employee
related costs and equipment maintenance costs. The increases in Adelphia
excluding Hyperion were primarily due to increased operating expenses from
acquired systems, increased programming costs, incremental costs associated with
increased subscribers and new services.
Selling, General and Administrative Expenses. These expenses, which are
mainly comprised of costs related to system offices, customer service
representatives and sales and administrative employees, increased 91.5% for the
three months ended March 31, 1999 compared with the same period of 1998.
Hyperion expenses increased due to increased expenses associated with the
network expansion plan, an increase in the sales force in the existing networks
and an increase in corporate overhead costs to accommodate the growth in the
number, size and operations of operating companies managed and monitored by
Hyperion. The increases in Adelphia excluding Hyperion were primarily due to
incremental costs associated with acquisitions, subscriber growth and new
services.
Depreciation and Amortization. Depreciation and amortization, excluding
Hyperion, increased 20.2% for the three months ended March 31, 1999, compared
with the same period of 1998 primarily due to increased depreciation and
amortization related to acquisitions, as well as increased capital expenditures
made during the past several years. Depreciation and amortization for Hyperion
increased 204.2% for the three months ended March 31, 1999 compared with the
same period of 1998. These increases were primarily a result of increased
depreciation resulting from the higher depreciable asset bases of the Hyperion
network operations control center, its wholly owned networks, the
consolidation of several of its networks and increased amortization of deferred
financing costs.
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.
Interest Expense - Net. Interest expense - net, excluding Hyperion,
increased 18.6% for the three months ended March 31, 1999 compared with the same
period of 1998. Interest expense - net, including Hyperion, increased 20.6% for
the three months ended March 31, 1999, as compared with the same period of 1998.
Interest expense increased primarily due to incremental debt related to
acquisitions and other new debt issuances. Interest expense includes noncash
accretion of original issue discount on the Hyperion 13% Senior Discount Notes
and other noncash interest expense totaling $7,952 for the three months ended
March 31, 1999 compared with $7,449 for the same period of the prior year.
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.
Minority Interest in Net Losses of Subsidiaries. As a result of
Hyperion's IPO, which occurred on May 8, 1998, a portion of Hyperion's net loss
applicable to common stockholders is attributable to minority interests.
Extraordinary Loss on Early Retirement of Debt. During the three months
ended March 31, 1999, Adelphia redeemed $154,500 of its 9 1/2% Senior
Pay-In-Kind Notes due 2004 at 103.56% of principal and repaid certain
institutional indebtedness. As a result of these transactions, Adelphia
recognized an extraordinary loss of $8,589 for the three months ended March 31,
1999.
<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, stock offerings 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.
The Company has made a substantial commitment to the technological
development of its systems and is aggressively investing in the upgrade of the
technical capabilities of its cable plant in a cost efficient manner. The
Company continues to deploy fiber optic cable and to upgrade the technical
capabilities of its broadband networks in order to increase network capacity,
digital capability, two-way communication and network reliability.
The design of the current system upgrade, when completed, will deploy
on average one fiber optic node for every two system plant miles or
approximately one fiber node for every 180 homes passed compared to the industry
norm of 500 to 1,000 homes passed per fiber optic node. Approximately 75% of the
system will be upgraded to 750 Mhz. Approximately 25% of the plant will remain
at 550 Mhz. The upgraded system will be completely addressable and provide
two-way communication capability. The additional bandwidth will enable the
Company to offer additional video programming and data services. A portion of
the bandwidth will be allocated to new service offerings such as two-way data,
telephony and video-on-demand.
Capital expenditures for Adelphia, excluding Hyperion for the three
months ended March 31, 1998 and 1999 were $32,231 and $41,868, respectively.
Capital expenditures, including Hyperion, for the three months ended March 31,
1998 and 1999 were $66,026 and $81,552, respectively. Capital expenditures for
Hyperion for the three months ended March 31, 1999 compared with the three
months ended March 31, 1998, increased primarily due to the upgrade of plant in
markets in which Hyperion purchased its local partners' interests, payments for
indefeasible right of use agreements for fiber optic networks and the
commencement of switching services. The Company expects that capital
expenditures excluding Hyperion and recently announced acquisitions, for the
year ending December 31, 1999 will be in the range of approximately $172,000 to
$192,000. Hyperion estimates that it will require approximately $400,000 to fund
capital expenditures, working capital requirements, operating losses and
investments in its existing and its planned new networks through September 2000.
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 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 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.
<PAGE>
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 or, for Hyperion, its own public
debt and equity. 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 March 31, 1999, the Company's total outstanding debt aggregated
$3,588,073, which included $2,055,917 of parent debt, $818,224 of Hyperion debt
and $713,932 of other subsidiary debt. As of May 14, 1999, Adelphia's
subsidiaries had an aggregate of $1,866,272 in unused credit lines and cash and
cash equivalents, which includes $600,000 also available to affiliates, part of
which is subject to achieving certain levels of operating performance.
The Company's weighted average interest rate on notes payable to banks
and institutions was approximately 8.11% at March 31, 1998 compared to 8.46% at
March 31, 1999. At March 31, 1999, approximately 63.49% 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 nine months based
on amounts outstanding at March 31, 1999:
<TABLE>
<S> <C>
Nine months ending December 31, 1999 $ 21,410
Year ending December 31, 2000 128,626
Year ending December 31, 2001 50,155
Year ending December 31, 2002 395,186
Year ending December 31, 2003 659,044
</TABLE>
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.
For information regarding significant events and financings subsequent
to December 31, 1998, including the Pending Acquisitions and the related use
of capital resources to consummate them, see "Introduction" above and Note 1 to
the Condensed Consolidated Financial Statements contained in this Form 10-Q.
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
<PAGE>
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 or telephone 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, or that additional competition from this industry
consolidation will not have an adverse effect on the Company.
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") ended FCC regulation of cable
programming service tier rates on March 31, 1999.
Rates for basic and certain 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. 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
or future legislative or rulemaking proceedings or changes to the rate
<PAGE>
regulations. 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.
Cable television companies operate under franchises granted by local
authorities which are subject to renewal and renegotiation from time to time.
Because such franchises are generally non-exclusive, there is a potential for
competition with the systems from other operators of cable television systems,
including public systems operated by municipal franchising authorities
themselves, and from other distribution systems capable of delivering television
programming to homes. The 1992 Cable Act and the 1996 Act contain provisions
which encourage competition from such other sources. The Company cannot predict
the extent to which competition will materialize from other cable television
operators, local telephone companies, other distribution systems for delivering
television programming to the home, or other potential competitors, or, if such
competition materializes, the extent of its effect on the Company.
The 1996 Act repealed the prohibition on CLECs from providing video
programming directly to customers within their local exchange areas other than
in rural areas or by specific waiver of FCC rules. The 1996 Act also authorized
CLECs to operate "open video systems" ("OVS") without obtaining a local cable
franchise, although CLECs operating such a system can be required to make
payments to local governmental bodies in lieu of cable franchise fees. Where
demand exceeds capacity, up to two-thirds of the channels on an OVS must be
available to programmers unaffiliated with the CLEC. The statute states that the
OVS scheme supplants the FCC's "video dialtone" rules. The FCC has promulgated
rules to implement the OVS concept, and New Jersey Bell Telephone Company has
been granted permission to convert its video dialtone authorization in Dover
Township, New Jersey to an OVS authorization. New Jersey Bell Telephone Company
terminated its OVS operation in Dover Township, New Jersey at the end of 1998.
Recently, RCN Telecom Services, Inc. has been granted permission to convert its
video dialtone authorization in the Philadelphia Region to an OVS authorization.
The Company believes that the provision of video programming or other
services 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. Although the impact to date has not been material, any future impact
of DBS competition on the Company's future results is not known or estimable.
Year 2000 Issue
The year 2000 issue refers to the inability of computerized systems and
technologies to recognize and process dates beyond December 31, 1999. The
Company is evaluating the impact of the year 2000 issue on its business
applications and its products and services. The evaluation includes a review of
the Company's information technology systems, cable network equipment and other
embedded technologies. A significant portion of the Company's computerized
systems and technologies have been developed, installed or upgraded in recent
years and are generally more likely to be year 2000 ready. The Company is also
evaluating the potential impact as a result of its reliance on third-party
systems that may have the year 2000 issue.
<PAGE>
Computerized business applications that could be adversely affected by
the year 2000 issue include:
- - information processing and financial reporting systems;
- - customer billing systems;
- - customer service systems;
- - telecommunication transmission and reception systems; and
- - facility systems.
System failure or miscalculation could result in an inability to process
transactions, send invoices, accept customer orders or provide customers with
products and services. Customers could also experience a temporary inability to
receive or use the Company's products and services.
The Company has developed a program to assess and address the year 2000
issue. This program consists of the following phases:
- - inventorying and assessing the impact on affected technology and systems,
- - developing solutions for affected technology and systems;
- - modifying or replacing affected technology and systems;
- - testing and verifying solutions;
- - implementing solutions; and
- - developing contingency plans.
The Company has substantially completed inventorying and assessing the
affected computerized systems and technologies. The Company is in various stages
of its year 2000 compliance program with respect to the remaining phases as it
relates to the affected systems and technologies.
The Company has engaged a consulting firm familiar with its financial
reporting systems. This firm has developed and tested year 2000 solutions that
the Company is in the process of implementing. The Company expects its financial
reporting systems to be year 2000 compliant by July 1999.
A third-party billing vendor currently facilitates customer billing.
The Company is currently in the process of testing an in-house service ordering,
provisioning, maintenance and billing system that would replace the third-party
billing vendor. The Company expects to have this new system implemented by
August 1999. On a contingency basis, the third-party vendor implemented its own
year 2000 solution in April 1999.
Telecommunication plant rebuilds and upgrades in recent years have
minimized the potential impact of the year 2000 issue on the Company's
facilities, customer service, telecommunication transmission and reception
systems. The Company is engaged in a comprehensive internal inventory and
assessment of all hardware components and component controlling software
throughout its telecommunication networks. The Company expects to implement any
hardware and software modifications, upgrades or replacements resulting from the
internal review by August 1999.
Costs incurred to date directly related to addressing the year 2000
issue have been approximately $750. The Company has also redeployed internal
resources to meet the goals of its year 2000 program. The Company currently
estimates the total cost of its year 2000 remediation program to be
approximately $3,500. Although the Company will continue to incur substantial
capital expenditures in the ordinary course of meeting its telecommunications
system upgrade goals through the year 2000, it will not specifically accelerate
its expenditures to facilitate year 2000 readiness, and accordingly such
expenditures are not included in the above estimate.
<PAGE>
The Company has begun communicating with others with whom it does
significant business to determine their year 2000 readiness and to determine the
extent to which the Company is vulnerable to the year 2000 issue related to
those third parties. The Company purchases much of its technology from third
parties. There can be no assurance that the systems of other companies on which
the Company's systems rely will be year 2000 ready or timely converted into
systems compatible with the Company systems. The Company's failure or a
third-party's failure to become year 2000 ready or the Company's inability to
become compatible with third parties with which the Company has a material
relationship, including companies that the Company acquires, may have a material
adverse effect on the Company, including significant service interruption or
outages; however, the Company cannot currently estimate the extent of any such
adverse effects.
The Company is in the process of identifying secondary sources to
supply its systems or services in the event it becomes probable that any of its
systems will not be year 2000 ready prior to the end of 1999. The Company is
also in the process of identifying secondary vendors and service providers to
replace those vendors and service providers whose failure to be year 2000 ready
could lead to a significant delay in the Company's ability to provide its
service to its customers.
<PAGE>
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company uses fixed and variable rate debt to fund its working
capital requirements, capital expenditures and acquisitions. These debt
arrangements expose the Company to market risk related to changes in interest
rates. The Company enters into pay-fixed agreements to effectively convert a
portion of its variable-rate debt to fixed-rate debt to reduce the risk of
incurring higher interest costs due to rising interest rates. As of March 31,
1999, the Company had interest rate swap agreements covering notional principal
of $650,000 that expire through 2008 and that fix the interest rate at an
average of 6.55%. The Company also enters into receive-fixed agreements to
effectively convert a portion of its fixed-rate debt to a variable-rate debt
which is indexed to LIBOR to reduce the risk of incurring higher interest costs
in periods of falling interest rates. As of March 31, 1999, the Company had
interest rate swap agreements covering notional principal of $45,000 that expire
through 2003 and that have a variable rate at an average of 5.32%. The Company
enters into interest rate cap agreements to reduce the risk of incurring higher
interest costs due to rising interest rates. As of March 31, 1999, the Company
had interest rate cap agreements covering a notional amount of $140,000 which
expire in 1999 and cap at an average rate of 7.82%. The Company does not
enter into any interest rate swap or cap agreements for trading purposes. The
Company is exposed to credit loss in the event of non-performance by the banks.
No such non-performance is expected. The table below summarizes the fair values
and contract terms of the Company's financial instruments subject to interest
rate risk as of March 31, 1999.
<TABLE>
<CAPTION>
Expected Maturity
-------------------------------------------------------- Fair
1999 2000 2001 2002 2003 Thereafter Total Value
--------- --------- --------- --------- ---------- ----------- ---------- ----------
Debt and Redeemable
Preferred Stock:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed Rate $ 12,375 $ 112,375 $ 3,000 $ 325,000 $ 453,000 $ 2,423,140 $3,328,890 $3,430,826
Average Interest Rate 10.46% 10.46% 10.47% 10.50% 10.47% 10.51% - -
Variable Rate $ 10,389 $ 15,281 $ 45,731 $ 68,502 $ 203,764 $ 382,224 $ 725,891 $ 725,891
Average Interest Rate 7.06% 7.43% 7.51% 7.58% 8.09% 7.85% - -
Interest Rate Swaps and Caps:
Variable to Fixed $ 175,000 $ - $ - $ - $ - $ 475,000 $ 650,000 $ (8,711)
Average Pay Rate 6.55% - - - - 6.55% - -
Average Receive Rate 5.24% - - - - 6.37% - -
Fixed to Variable - - - - 45,000 - 45,000 412
Average Pay Rate - - - - 5.32% - - -
Average Receive Rate - - - - 6.16% - - -
Interest Rate Caps 140,000 - - - - - 140,000 (11)
Average Cap Rate 7.82% - - - - - - -
</TABLE>
<PAGE>
Interest rates on variable debt are estimated by us using the average
implied forward London Interbank Offer Rate ("LIBOR") rates for the year of
maturity based on the yield curve in effect at March 31, 1999, plus the
borrowing margin in effect at March 31, 1999. Average receive rates on the
variable to fixed swaps are estimated by us using the average implied forward
LIBOR rates for the year of maturity based on the yield curve in effect at March
31, 1999.
-------------------------------------------------
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
(Dollars in thousands)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On February 24, 1999, Hyperion was served with a summons and complaint
filed in the United States District Court for the Northern District of New York,
Case Number 99-CV-268, by Hyperion Solutions Corporation ("Solutions"), which is
described in the complaint as a company in the business of developing, marketing
and supporting comprehensive computer software tools, executive information
systems and applications that companies use to improve their business
performance. The complaint alleges, among other matters, that Hyperion's use of
the name "Hyperion" in its business infringes upon various trademarks and
service marks of Solutions in violation of federal trademark laws and violates
various New York business practices, advertising and business reputation laws.
The complaint seeks, among other matters, to enjoin Hyperion from using the name
or mark "Hyperion" in Hyperion's business as well as to recover unspecified
damages, treble damages and attorney's fees. Management of Hyperion believes
that Hyperion has meritorious defenses to the complaint and intends to
vigorously defend this lawsuit. Although management believes that this lawsuit
will not in any event have a material adverse effect upon Hyperion, no assurance
can be given regarding the effect upon Hyperion if Solutions were to prevail in
this lawsuit.
On or about March 10, 1999, Robert Lowinger (the "Plaintiff"), on
behalf of himself and all other shareholders of Class A common stock of Century,
commenced an action by filing a putative Class Action Complaint (the
"Complaint") in the Superior Court of Connecticut, Judicial District of
Stamford/Norwalk, Case Number CV-99-0171092, against Century, all of its
directors, and the Company. The Plaintiff claims that he owns shares of Class A
common stock of Century, and alleges that in connection with the proposed merger
of the Company with Century, holders of Class B common stock of Century - which
have superior voting rights to the holders of Class A common stock - will
receive $4.00 per share more than the consideration to be paid to the holders of
Class A common stock. This would allegedly result in the Class B shareholders
receiving approximately $170 million more than if they held the equivalent
number of Century Class A shares. The Plaintiff claims that the individual
defendants, comprising the directors of Century and the majority shareholders of
Century's Class B shares, breached their fiduciary duties of loyalty, good
faith, and due care to Century's Class A shareholders by agreeing to these two
levels of consideration. The sole claim against the Company is that it, together
with Century, aided and abetted these alleged breaches of fiduciary duty. The
Plaintiff seeks certification of a class of Century's Class A shareholders and
seeks recovery on behalf of himself and the class of unspecified damages,
profits, and special benefits. He also seeks all costs, expenses and attorney's
fees. The Company has entered an appearance in the case and is required to
respond to the Complaint by June 21, 1999. The Company believes the allegation
of liability against it to be without merit and intends to vigorously defend the
action.
There are no other material pending legal proceedings, other than
routine litigation incidental to the business, to which the Company is a part of
or which any of its property is subject.
Item 2. Changes in Securities and Use of Proceeds
On February 15, 1999, the Company issued 1,000,000 shares of Class A
common stock to FrontierVision, as a deposit to be held in escrow for the
acquisition of FrontierVision. This issuance was made in reliance upon the
exemption from registration contained in Section 4(2) of the Securities Act of
1933.
<PAGE>
ADELPHIA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
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 No. Description
2.01 Agreement and Plan of Merger by and among Adelphia Communications
Corporation, Adelphia Acquisition Subsidiary, Inc., and Century
Communications Corp., dated as of March 5, 1999 (Incorporated herein by
reference is Exhibit 2.01 to the Registrant's Current Report on Form
8-K for the event dated February 22, 1999.) (File No. 0-16104).
2.02 Purchase Agreement, dated as of February 22, 1999, among FrontierVision
Partners, L. P., FVP GP, L. P., and certain direct and indirect Limited
Partners of FrontierVision Partners, L. P., as sellers, and Adelphia
Communications Corporation, as buyer (Incorporated herein by reference
is Exhibit 2.02 to the Registrant's Current Report on Form 8-K for the
event dated February 22, 1999.) (File No. 0-16104).
2.03 Stock Purchase Agreement dated April 9, 1999 between Adelphia
Communications Corporation and the shareholders of Harron
Communications Corp. (Incorporated herein by reference is Exhibit 2.01
to the Registrant's Current Report on Form 8-K for the event dated
April 9, 1999.) (File No. 0-16104).
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 dated July 24, 1997.) (File Number 0-16014).
3.02 Bylaws of Adelphia Communications Corporation (Incorporated herein by
reference is Exhibit 3.02 to the Registrant's Current Report on Form
8-K for the event dated April 9, 1999.) (File Number 0-16014).
3.03 Certificate of Designations with respect to the Registrant's 5-1/2%
Series D Convertible Preferred Stock (Incorporated by reference herein
is Exhibit 3.01 to the Current Report on Form 8-K of the Registrant for
the event dated April 28, 1999.) (File No. 0-16104).
4.01 Indenture, dated as of January 13, 1999, with respect to the
Registrant's 7-1/2% Senior Notes due 2004 and 7-3/4% Senior Notes due
2009, between the Registrant and the Bank of Montreal Trust Company
(Incorporated by reference herein is Exhibit 4.03 to the Registrant's
Current Report on Form 8-K filed on January 28, 1999.) (File No.
0-16014).
4.02 Registration Rights Agreement between Adelphia Communications
Corporation and the Initial Purchaser, dated January 13, 1999,
regarding the Registrant's 7-1/2% Senior Notes due 2004 and 7-3/4%
Senior Notes due 2009 (Incorporated by reference herein is Exhibit 4.04
to the Registrant's Current Report on Form 8-K, filed on January 28,
1999.) (File No. 0-16014).
4.03 Form of 7-1/2% Senior Note due 2004 (Contained in Exhibit 4.01).
4.04 Form of 7-3/4% Senior Note due 2009 (Contained in Exhibit 4.01).
<PAGE>
4.05 Indenture dated as of March 2, 1999, with respect to Hyperion
Telecommunications, Inc. 12% Senior Subordinated Notes due 2007,
between Hyperion and the Bank of Montreal Trust Company (Incorporated
by reference herein is Exhibit 4.01 to the Registrant's Current Report
on Form 8-K filed on March 10, 1999.) (File No. 0-16014).
4.06 Form of 12% Senior Subordinated Notes due 2007 (Contained in
Exhibit 4.05).
4.07 Registration Rights Agreement between Hyperion Telecommunications, Inc.
and the Initial Purchasers, dated March 2, 1999, regarding Hyperion's
12% Senior Subordinated Notes due 2007 (Incorporated by reference
herein is Exhibit 10.04 to the Registrant's Current Report on Form 8-K
filed on March 10, 1999.) (File No. 0-16014).
4.08 Base Indenture, dated as of April 28, 1999, with respect to the
Registrant's Senior Indebtedness, between the Registrant and The Bank
of Montreal Trust Company (Incorporated by reference herein is Exhibit
4.01 to the Registrant's Current Report on Form 8-K filed on April 28,
1999.) (File No.
0-16014).
4.09 The First Supplemental Indenture, dated as of April 28, 1999, to April
28, 1999 Base Indenture, with respect to the Registrant's 7-7/8% Senior
Notes due 2009, between the Registrant and The Bank of Montreal Trust
Company (Incorporated by reference herein is Exhibit 4.02 to the
Registrant's Current Report on Form 8-K filed on April 28, 1999.) (File
No. 0-16014).
4.10 Form of 7-7/8% Senior Note due 2009 (Contained in Exhibit 4.09).
10.01 Purchase Agreement between the Registrant and Highland Holdings II
dated January 11, 1999 (Incorporated by reference herein is Exhibit
10.01 to the Registrant's Current Report on Form 8-K, filed January 13,
1999.)
(File No. 0-16104).
10.02 Stock Purchase Agreement dated January 28, 1999 (Incorporated
herein by reference is Exhibit 13 to Amendment No. 3 to Schedule 13D
filed February 8, 1999 on behalf of FPL Group, Inc.)
10.03 Class B Voting Agreement, dated as of March 5, 1999, among Adelphia
Communications Corporation, Leonard Tow, The Claire Tow Trust, and the
Trust Created by Claire Tow under date of December 10, 1979
(Incorporated herein by reference is Exhibit 10.01 to the Registrant's
Current Report on Form 8-K for the event dated February 22, 1999.)
(File No. 0-16104).
10.04 Rigas Class B Voting Agreement , dated as of March 5, 1999, among
Century Communications Corp., John Rigas, Michael Rigas, Timothy Rigas
and James Rigas (Incorporated herein by reference is Exhibit 10.02 to
the Registrant's Current Report on Form 8-K for the event dated
February 22, 1999.) (File No. 0-16104).
10.05 Purchase Agreement between Hyperion Telecommunications, Inc. and the
Initial Purchasers named therein, dated as of February 25, 1999,
regarding Hyperion's 12% Senior Subordinated Notes due 2007
(Incorporated herein by reference is Exhibit 10.03 to the Registrant's
Current Report on Form 8-K for the event dated February 22, 1999.)
(File No. 0-16104).
10.06 Purchase Agreement between Hyperion Telecommunications, Inc. and
Highland Holdings, dated as of February 25, 1999, regarding Hyperion's
12% Senior Subordinated Notes due 2007 (Incorporated herein by
reference is Exhibit 10.05 to the Registrant's Current Report on Form
8-K for the event dated February 22, 1999.) (File No. 0-16104).
10.07 Class B Common Stock Purchase Letter Agreement dated April 9, 1999
between Adelphia Communications Corporation and Highland Holdings
(Incorporated herein by reference is Exhibit 10.01 to the Registrant's
Current Report on Form 8-K for the event dated April 9, 1999.) (File
No. 0-16104).
<PAGE>
10.08 Class A Common Stock Underwriting Agreement among Adelphia
Communications Corporation, Salomon Smith Barney Inc. and the other
underwriters named therein, as representatives of the Underwriters,
dated April 23, 1999 (Incorporated by reference herein is Exhibit 1.01
to the Current Report on Form 8-K of the Registrant for the event dated
April 28, 1999.) (File No. 0-16104).
10.09 7-7/8% Senior Notes Underwriting Agreement among Adelphia
Communications Corporation and Chase Securities Inc., as representative
of the Underwriters, dated April 23, 1999 (Incorporated by reference
herein is Exhibit 10.02 to the Current Report on Form 8-K of the
Registrant for the event dated April 28, 1999.) (File No. 0-16104).
10.10 5-1/2% Series D Convertible Preferred Stock Underwriting Agreement
among Adelphia Communications Corporation and Salomon Smith Barney
Inc., as representative of the Underwriters, dated April 26, 1999
(Incorporated by reference herein is Exhibit 1.03 to the Current Report
on Form 8-K of the Registrant for the event dated April 28, 1999.)
(File No. 0-16104).
10.11 Registration Rights Agreement among Adelphia Communications
Corporation, Doris Holdings, L.P. and Highland Holdings II dated
January 14, 1999 (Incorporated by reference herein is Exhibit 10.04
to the Registrant's Current Report on Form 8-K, filed
January 28, 1999.) (File No. 0-16104).
10.12 Underwriting Agreement dated January 11, 1999 between the Registrant
and Goldman, Sachs & Co. (Incorporated by reference herein is Exhibit
1.01 to the Registrant's Current Report on Form 8-K, filed January 13,
1999.) (File No. 0-16104).
27.01 Financial Data Schedule (supplied for the information of the
Commission).
(b) Reports on Form 8-K:
Form 8-Ks were filed for events dated January 11, 1999, February 22,
1999, February 23, 1999, March 5, 1999, March 30, 1999, March 31, 1999, April 9,
1999, April 19, 1999, April 21, 1999, April 23, 1999, April 27, 1999 and April
28, 1999, which reported information under items 5 and 7 thereof. No financial
statements were filed with such Form 8-Ks, other than the financial statements
and proforma financial information filed under Item 7 for the Form 8-K for the
event dated April 19, 1999.
-------------------------------------------------
<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: May 17, 1999 By: /s/ Timothy J. Rigas
Timothy J. Rigas
Executive Vice President
(authorized officer), Chief
Financial Officer, Chief
Accounting Officer and
Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE FOR ADELPHIA COMMUNICATIONS CORP. FOR THE THREE MONTHS
ENDED MARCH 31, 1999.
</LEGEND>
<CIK> 0000796486
<NAME> ADELPHIA COMMUNICATIONS CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 169,652
<SECURITIES> 0
<RECEIVABLES> 59,391<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 2,575,279<F2>
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 3,589,780
<CURRENT-LIABILITIES> 0
<BONDS> 3,588,073
0
0
<COMMON> 542
<OTHER-SE> (728,359)
<TOTAL-LIABILITY-AND-EQUITY> 3,589,780
<SALES> 0
<TOTAL-REVENUES> 206,194
<CGS> 0
<TOTAL-COSTS> 173,221
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72,054
<INCOME-PRETAX> (38,096)
<INCOME-TAX> (2,897)
<INCOME-CONTINUING> (35,199)
<DISCONTINUED> 0
<EXTRAORDINARY> (8,589)
<CHANGES> 0
<NET-INCOME> (43,788)
<EPS-PRIMARY> (0.97)
<EPS-DILUTED> (0.97)
<FN>
<F1>RECEIVABLES NET OF ALLOWANCE
<F2>PP&E NET OF DEPRECIATION
</FN>
</TABLE>
