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Exhbiit 99.1
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
Case No. 02-12834 and 02-41729 through 02-41957*
Chapter 11
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(Name of Debtors)
Monthly Operating Report for
the period ended April 30, 2005 **
Debtors' Address:
5619 DTC Parkway
Greenwood Village, CO 80111
Willkie Farr & Gallagher LLP
(Debtors' Attorneys)
Monthly Operating Income: $24,385
($ in thousands)
Report Preparer:
The undersigned, having reviewed the attached report and being familiar with the Debtors' financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.**
Date: May 25, 2005
| | /s/ SCOTT D. MACDONALD Scott D. Macdonald Senior Vice President and Chief Accounting Officer |
Indicate if this is an amended statement by checking here
AMENDED STATEMENT
- *
- Refer to Schedule VI for a listing of Debtors by Case Number.
- **
- All amounts herein are unaudited and subject to revision. The Debtors reserve all rights to revise this report. The presentation in this Monthly Operating Report reflects the restatement of the Company's (as defined herein) books and records and the correction of misapplications of generally accepted accounting principles in the United States of America ("GAAP") that occurred during the time period when members of the family of John J. Rigas ("Rigas Family") held all of the senior executive positions at Adelphia Communications Corporation ("Adelphia") and constituted five of the nine members of the board of directors of Adelphia (collectively, "Rigas Management"). Thus, the presentation in this Monthly Operating Report may not be comparable to Monthly Operating Reports for months prior to December 31, 2004.
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
UNAUDITED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except share data)
| | April 30, 2005
| |
---|
ASSETS: | | | | |
Current assets: | | | | |
| Cash and cash equivalents | | $ | 327,761 | |
| Restricted cash | | | 25,333 | |
| Accounts receivables, net | | | 104,146 | |
| Other current assets | | | 173,054 | |
| |
| |
| | Total current assets | | | 630,294 | |
| |
| |
Noncurrent assets: | | | | |
| Restricted cash | | | 3,092 | |
| Investments in equity affiliates | | | 225,794 | |
| Related party receivables | | | 24,770 | |
| Property and equipment, net | | | 4,256,730 | |
| Intangible assets, net | | | 7,426,403 | |
| Other noncurrent assets, net | | | 90,086 | |
| |
| |
| | Total assets | | $ | 12,657,169 | |
| |
| |
LIABILITIES AND STOCKHOLDERS' EQUITY: | | | | |
Current liabilities: | | | | |
| Accounts payable | | $ | 150,225 | |
| Subscriber advance payments and deposits | | | 31,370 | |
| Accrued liabilities | | | 412,955 | |
| Deferred income | | | 28,027 | |
| Current portion of parent and subsidiary debt | | | 651,795 | |
| |
| |
| | Total current liabilities | | | 1,274,372 | |
| |
| |
Noncurrent liabilities: | | | | |
| Other liabilities | | | 119,017 | |
| Deferred income | | | 77,501 | |
| Deferred income taxes | | | 697,626 | |
| |
| |
| Total noncurrent liabilities | | | 894,144 | |
Liabilities subject to compromise | | | 18,354,376 | |
| |
| |
| | Total liabilities | | | 20,522,892 | |
| |
| |
Minority's interest in equity of subsidiary | | | 88,189 | |
Stockholders' equity: | | | | |
| Series preferred stock | | | 397 | |
| Class A and Class B common stock, $.01 par value, 1,500,000,000 shared authorized, 254,842,636 shares issued and outstanding | | | 2,548 | |
| Additional paid-in capital | | | 9,567,026 | |
| Accumulated other comprehensive income | | | 801 | |
| Accumulated deficit | | | (16,721,290 | ) |
| Treasury stock, at cost | | | (27,937 | ) |
| |
| |
| | | (7,178,455 | ) |
| Amounts due from the Rigas Family and Rigas Family Entities, net | | | (775,457 | ) |
| |
| |
| | Total stockholders' equity | | | (7,953,912 | ) |
| |
| |
| | | Total liabilities and stockholders' equity | | $ | 12,657,169 | |
| |
| |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
| | Month Ended April 30, 2005
| | Thirty-four Months Ended April 30, 2005
| |
---|
Revenue | | $ | 347,499 | | $ | 10,495,666 | |
Cost and expenses: | | | | | | | |
| Direct operating and programming | | | 206,049 | | | 6,824,080 | |
| Selling, general and administrative | | | 31,376 | | | 775,070 | |
| Investigation and re-audit related fees | | | 3,800 | | | 204,603 | |
| Depreciation and amortization | | | 81,885 | | | 3,241,718 | |
| Impairment of long-lived assets | | | — | | | 2,019,162 | |
| Provision for uncollectible amounts due from TelCove | | | — | | | 13,899 | |
| Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities | | | — | | | 42,029 | |
| Gains on dispositions of long-lived assets, net | | | 4 | | | (8,537 | ) |
| |
| |
| |
| | Total costs and expenses | | | 323,114 | | | 13,112,024 | |
| |
| |
| |
Operating income (loss) | | | 24,385 | | | (2,616,358 | ) |
Other income (expense): | | | | | | | |
| Interest expense, net of amounts capitalized (contractual interest expense was $109,622 and $3,392,307 during April 2005 and during the thirty-four months ended April 30, 2005, respectively) | | | (58,121 | ) | | (1,174,322 | ) |
| Impairment of cost and available for sale investments | | | — | | | (18,275 | ) |
| Other income (expense), net | | | 115 | | | (233,277 | ) |
| |
| |
| |
| | Total other expense, net | | | (58,006 | ) | | (1,425,874 | ) |
Loss from continuing operations before reorganization expenses, income taxes, share of losses of equity affiliates and minority's interest | | | (33,621 | ) | | (4,042,232 | ) |
| | Reorganization expenses due to bankruptcy | | | (9,486 | ) | | (243,094 | ) |
| |
| |
| |
Loss from continuing operations before income taxes, share of losses of equity affiliates and minority's interest | | | (43,107 | ) | | (4,285,326 | ) |
Income tax expense | | | — | | | (171,671 | ) |
Share of losses of equity affiliates, net | | | (712 | ) | | (122,647 | ) |
Minority's interest in loss of subsidiary, net | | | 727 | | | 74,526 | |
| |
| |
| |
| | Loss from continuing operations | | | (43,092 | ) | | (4,505,118 | ) |
Discontinued operations, net (includes $97,902 related to the cost of TelCove settlement) | | | — | | | (128,066 | ) |
| |
| |
| |
| | Net loss | | | (43,092 | ) | | (4,633,184 | ) |
Beneficial conversion feature | | | — | | | (19,419 | ) |
| |
| |
| |
Net loss applicable to common stockholders | | $ | (43,092 | ) | $ | (4,652,603 | ) |
| |
| |
| |
Basic and diluted loss per weighted average share of common stock | | $ | (0.17 | ) | $ | (18.34 | ) |
| |
| |
| |
Basic and diluted weighted average shares of common stock outstanding (in thousands) | | | 253,748 | | | 253,748 | |
| |
| |
| |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
| | Month Ended April 30, 2005
| | Thirty-four Months Ended April 30, 2005
| |
---|
Cash flows from operating activities: | | | | | | | |
| Net loss | | $ | (43,092 | ) | $ | (4,633,184 | ) |
| | Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | |
| | Depreciation and amortization | | | 81,885 | | | 3,241,718 | |
| | Impairment of long-lived assets | | | — | | | 2,019,162 | |
| | Provision for uncollectible amounts due from TelCove | | | — | | | 13,899 | |
| | Provision for uncollectible amounts due from the Rigas Family and Rigas Family Entities | | | — | | | 42,029 | |
| | Gains on dispositions of long-lived assets | | | 4 | | | (8,537 | ) |
| | Amortization of debt issuance costs | | | 17,219 | | | 107,904 | |
| | Impairment of cost and available-for-sale investments | | | — | | | 18,275 | |
| | Reorganization expenses due to bankruptcy | | | 9,486 | | | 243,094 | |
| | Deferred tax expense | | | — | | | 193,590 | |
| | Share of losses of equity affiliates, net | | | 712 | | | 122,647 | |
| | Minority's interest in loss of subsidiary, net | | | (727 | ) | | (74,526 | ) |
| | Other noncash gains | | | — | | | (958 | ) |
| | Depreciation, amortization and other non-cash items from discontinued operations | | | — | | | 89,268 | |
| | Change in operating assets and liabilities | | | (8,521 | ) | | 175,862 | |
| |
| |
| |
Net cash provided by operating activities before payment of reorganization expenses | | | 56,966 | | | 1,550,243 | |
Reorganization expenses paid during the period | | | (8,758 | ) | | (223,251 | ) |
| |
| |
| |
Net cash provided by operating activities | | | 48,208 | | | 1,326,992 | |
| |
| |
| |
Cash flows from investing activities: | | | | | | | |
| | Expenditures for property, plant and equipment | | | (57,989 | ) | | (1,744,390 | ) |
| | Change in restricted cash | | | 3,318 | | | (26,297 | ) |
| | Other | | | 3,567 | | | 157,605 | |
| |
| |
| |
Net cash used in investing activities | | | (51,104 | ) | | (1,613,082 | ) |
| |
| |
| |
Cash flows from financing activities: | | | | | | | |
| | Proceeds from debt | | | 17,000 | | | 1,424,062 | |
| | Repayments of debt | | | (1,631 | ) | | (882,980 | ) |
| | Payment of debt issuance costs | | | — | | | (65,578 | ) |
| |
| |
| |
Net cash provided by financing activities | | | 15,369 | | | 475,504 | |
| |
| |
| |
Change in cash and cash equivalents | | | 12,473 | | | 189,414 | |
Cash and cash equivalents, beginning of period | | | 315,288 | | | 138,347 | |
| |
| |
| |
Cash and cash equivalents, end of period | | $ | 327,761 | | $ | 327,761 | |
| |
| |
| |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Background and Basis of Presentation
Adelphia and its consolidated subsidiaries (collectively, the "Company") are engaged primarily in the cable television business. The cable systems owned by the Company are located in 31 states and Brazil. In June 2002, Adelphia and substantially all of its domestic subsidiaries (the "Debtors") filed voluntary petitions to reorganize (the "Chapter 11 Cases") under Chapter 11 of Title 11 ("Chapter 11") of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). Adelphia has entered into definitive agreements with Time Warner NY Cable LLC ("TW NY") and Comcast Corporation ("Comcast") providing for the sale of substantially all of the Company's U.S. assets. For additional information, see Note 2.
Solely for the purposes of the accompanying unaudited consolidated financial statements, the accounts of Adelphia, including its majority-owned subsidiaries and subsidiaries that are at least 50% owned and controlled by Adelphia, are included with the exception of those subsidiaries (the "Non-Filing Entities") who did not file voluntary petitions under Chapter 11 of the Bankruptcy Code. All inter-entity transactions between the Debtors are eliminated. The Non-Filing Entities as of April 30, 2005 include Palm Beach Group Cable, Inc., Praxis Capital Ventures, L.P., Adelphia Brasil, Ltda, STV Communications and Main Security Surveillance, Inc. As of and for the month ended April 30, 2005, the Non-Filing Entities were not significant to the consolidated results of operations, financial position or cash flows of the filing entities. The accompanying unaudited consolidated financial statements do not include the Rigas Family Entities (defined below).
These consolidated financial statements (i) have been prepared on a going concern basis, which assumes continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business, and (ii) do not purport to show, reflect or provide for the consequences of the Debtors' Chapter 11 reorganization proceedings. In particular, these consolidated financial statements do not purport to show: (i) as to assets, the amount that may be realized upon their sale or their availability to satisfy liabilities, (ii) as to pre-petition liabilities, the amounts at which claims or contingencies may be settled, or the status and priority thereof, (iii) as to stockholder's equity accounts, the effect of any changes that may be made in the capitalization of the Company, or (iv) as to operations, the effect of any changes that may be made in its business.
Through May 2002, certain members of the Rigas Family served as directors and executive officers of the Company. In May 2002, such Rigas Family members resigned from their positions as directors and executive officers of the Company. In addition, although members of the Rigas Family continue to own common stock with a majority of the voting power in Adelphia, the Rigas Family has not been able to exercise such voting power since the Debtors filed for protection under the Bankruptcy Code in June 2002. These Adelphia securities owned by the Rigas Family are expected to be transferred to the Company pursuant to the settlement agreements discussed in Note 8. Prior to May 2002, the Company engaged in numerous transactions that directly or indirectly involved members of the Rigas Family and/or entities in which members of the Rigas Family directly or indirectly held controlling interests (collectively, the "Rigas Family Entities").
The accompanying unaudited consolidated financial statements have been derived from the books and records of the Company. However, certain financial information has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP. The accompanying unaudited consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements. In the opinion of management, all disclosures considered necessary for an informative presentation have been included herein.
The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2003 with the Securities and Exchange Commission ("SEC") on December 23, 2004 ("2003 Annual Report"). A copy of the 2003 Annual Report is available on the Company's website, www.adelphia.com. The Company has not completed the preparation of financial statements for periods subsequent to December 31, 2003 and is
5
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
reviewing its books and records and other information on an on-going basis to determine whether the accompanying unaudited consolidated financial statements of the Debtors should be supplemented or otherwise amended. The Company reserves the right to file, at any time, such supplements or amendments to these accompanying unaudited consolidated financial statements. For example, the accompanying unaudited consolidated financial statements should not be considered an admission regarding any of the Debtors' income, expenditures or general financial condition, but rather, a current compilation of the Debtors' books and records. The Company does not make, and specifically disclaims, any representation or warranty as to the completeness or accuracy of the information set forth herein.
Note 2: Bankruptcy Proceedings and Sale of Assets of the Company
Overview
On June 25, 2002 ("Petition Date"), the Debtors filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. On June 10, 2002, Century Communications Corporation ("Century"), an indirect wholly owned subsidiary of Adelphia, filed a voluntary petition to reorganize under Chapter 11. The Debtors, which include Century, are currently operating their business as debtors-in-possession under Chapter 11.
On July 11, 2002, a statutory committee of unsecured creditors (the "Creditors' Committee") was appointed, and on July 31, 2002, a statutory committee of equity holders (the "Equity Committee" and, together with the Creditors' Committee, the "Committees") was appointed. The Committees have the right to, among other things, review and object to certain business transactions and may participate in the formulation of the Debtors' plan of reorganization. Under the Bankruptcy Code, the Debtors were provided with specified periods during which only the Debtors could propose and file a plan of reorganization (the "Exclusive Period") and solicit acceptances thereto (the "Solicitation Period"). The Debtors received several extensions of the Exclusive Period and the Solicitation Period from the Bankruptcy Court with the latest extension of the Exclusive Period and the Solicitation Period being through February 17, 2004 and April 20, 2004, respectively. The Debtors filed a motion requesting an additional extension of the Exclusive Period and the Solicitation Period. However, the Equity Committee filed a motion to terminate the Exclusive Period and the Solicitation Period and other objections were filed regarding this request. The Bankruptcy Court has extended the Exclusive Period and the Solicitation Period until the hearing on the motions is held and a determination by the Bankruptcy Court is made. No hearing has been scheduled.
On February 25, 2004, the Debtors filed their proposed Joint Plan of Reorganization (the "Stand-Alone Plan"), which contemplated their emergence from bankruptcy as a stand-alone entity, and related Disclosure Statement with the Bankruptcy Court. On April 22, 2004, Adelphia announced that it intended to pursue a sale of the Company while simultaneously pursuing the Stand-Alone Plan. On September 21, 2004, Adelphia formally launched its sale process in which potential bidders were invited to submit preliminary indications of interest in Adelphia and its subsidiaries or one or more Company-designated clusters of cable systems. On November 1, 2004, Adelphia, based on the non-binding indications of interest, invited qualified bidders to further participate in the sale process and to submit final legally binding bids in accordance with the bidding procedures approved by the Bankruptcy Court. Final bids were due January 31, 2005. Adelphia received a number of bids that relate to the acquisition or recapitalization of the Company, in its entirety, or the acquisition of one or more clusters of assets.
On February 4, 2005, the Debtors filed their proposed First Amended Joint Plan of Reorganization (the "Amended Plan") and related First Amended Disclosure Statement with the Bankruptcy Court. The Amended Plan contemplated the possibility of either: (i) emergence from bankruptcy as a stand-alone entity; (ii) distribution of proceeds resulting from a sale or other corporate transaction involving one or more companies in addition to the Debtors; or (iii) emergence from bankruptcy as part of a stand-alone entity after having sold certain clusters of cable systems and distributed the proceeds of such sales.
6
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Sale of Assets
Effective April 20, 2005, Adelphia entered into definitive agreements with TW NY and Comcast, pursuant to which TW NY and Comcast will acquire substantially all the U.S. assets of the Company (the "Sale Transaction") for an aggregate of $12.7 billion in cash and 16 percent of the equity securities of Time Warner Cable Inc. ("TWC"), subject to adjustment for issuance of employee stock options and assuming the redemption of Comcast's interest in TWC, as described below. TW NY is a subsidiary of TWC, the cable subsidiary of Time Warner Inc. ("Time Warner"). Pursuant to a separate Parent Agreement, dated as of April 20, 2005, TWC, among other things, has guaranteed the obligations of TW NY under the asset purchase agreement between TW NY and Adelphia. Time Warner and Comcast have also agreed to swap certain cable systems and unwind Comcast's investments in TWC and Time Warner Entertainment Company, L.P., a subsidiary of TWC ("TWE"). The Sale Transaction does not include the Company's cable system joint venture in Puerto Rico.
As part of the Sale Transaction, Adelphia has agreed to transfer the assets related to certain cable systems (the "MCE Systems") that are owned by entities that are currently owned or controlled by members of the Rigas Family that are managed by the Company (the "Managed Cable Entities"). Pursuant to settlement agreements entered into on April 25, 2005 between (1) the United States Attorney's Office for the Southern District of New York (the "U.S. Attorney") and certain members of the Rigas Family, and (2) the U.S. Attorney and Adelphia, Adelphia expects to obtain ownership of all of the Managed Cable Entities other than Coudersport Television Cable Co. ("Coudersport") and Bucktail Broadcasting Corp. ("Bucktail"), two small Managed Cable Entities and, accordingly, will be able to transfer the MCE Systems owned by the Managed Cable Entities as part of the Sale Transaction.
Until a plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, the Sale Transaction cannot be consummated. Closing of the Sale Transaction is also subject to the satisfaction or waiver of conditions customary to transactions of this type, including, among others, (i) receipt of applicable regulatory approvals, including the consent of the Federal Communications Commission and certain local franchising authorities to the change in ownership of the cable systems operated by the Company, (ii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) a registration statement covering the offer and sale of the shares of TWC Class A Common Stock to be issued in the transaction being declared effective, or the offer and sale of such shares having been exempted from registration pursuant to an order of the Bankruptcy Court confirming a plan of reorganization or a no-action letter from the staff of the SEC, (iv) the TWC Class A Common Stock to be issued in the Sale Transaction being freely tradable and not subject to resale restrictions, except in certain circumstances, (v) approval of the shares of TWC Class A Common Stock to be issued in the Sale Transaction for listing on the New York Stock Exchange, (vi) satisfactory settlement by the Company of the claims and causes of actions brought by the SEC and the investigations by the Department of Justice, (vii) the absence of any material adverse effect with respect to TWC's business and with respect to certain significant components of the Company's business, (viii) the number of basic subscribers served by the Company's cable systems as of a specified date prior to the closing not being below an agreed upon threshold, (ix) the absence of an actual change in law, or proposed change in law that has a reasonable possibility of being enacted, that would adversely affect the tax treatment accorded to the Sale Transaction with respect to TW NY, (x) a filing under Section 754 of the Internal Revenue Code of 1986, as amended, by each of Century-TCI California Communications, L.P., Parnassos Communications, L.P. and Western NY Cablevision L.P., and (xi) the provision of certain additional audited and unaudited financial information.
The closing under each purchase agreement is also conditioned on a contemporaneous closing under the other purchase agreement. However, pursuant to a letter agreement, dated as of April 20, 2005, TW NY has agreed to purchase the cable operations of Adelphia that Comcast would have acquired if Comcast's purchase agreement is terminated prior to closing as a result of the failure to obtain FCC or applicable antitrust approvals. Consummation of the Sale Transaction, however, is not subject to the consummation of the agreement by Time Warner and Comcast to swap certain cable systems and unwind Comcast's investments in TWC and TWE, as described above.
7
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The purchase agreements with TW NY and Comcast contain certain termination rights for Adelphia, TW NY and Comcast, and further provide that, upon termination of the purchase agreements under specified circumstances, Adelphia may be required to pay TW NY a termination fee of approximately $353,000,000 and Comcast a termination fee of $87,500,000.
The foregoing description of the terms of the Sale Transaction does not purport to be complete and is qualified in its entirety by reference to each of the definitive agreements for the Sale Transaction, which are attached as exhibits to Adelphia's Current Report on Form 8-K filed with the SEC on April 25, 2005. Adelphia will file a revised plan of reorganization and draft disclosure statement with the Bankruptcy Court that reflects the terms of the Sale Transaction. Certain fees are due to the Company's financial advisors upon successful completion of a sale, which are calculated as a percentage (0.11% to 0.20%) of the sale value. Additional fees may be payable depending on the outcome of the sales process. Such fees cannot be determined until the closing of the Sale Transaction.
Confirmation of Plan of Reorganization
For the plan of reorganization to be confirmed and become effective, the Debtors must, among other things:
- •
- obtain an order of the Bankruptcy Court approving the disclosure statement as containing "adequate information;"
- •
- solicit acceptance of the plan of reorganization from the holders of claims and equity interests in each class that is impaired and not deemed by the Bankruptcy Court to have rejected the plan of reorganization;
- •
- obtain an order from the Bankruptcy Court confirming the plan of reorganization; and
- •
- consummate the plan of reorganization.
To complete these steps, the Bankruptcy Court must first hold a hearing to determine if the disclosure statement contains adequate information. No date for such a hearing has been scheduled at this time. Second, before it can issue a confirmation order, the Bankruptcy Court must find that either (i) each class of impaired claims or equity interests has accepted the plan of reorganization or (ii) the plan of reorganization meets the requirements of the Bankruptcy Code to confirm the plan of reorganization over the objections of dissenting classes. In addition, the Bankruptcy Court must find that the plan of reorganization meets certain other requirements specified in the Bankruptcy Code.
Pre-petition Obligations
Pre-petition and post-petition obligations of the Debtors are treated differently under the Bankruptcy Code. Due to the commencement of the Chapter 11 Cases and the Debtors' failure to comply with certain financial and other covenants, the Debtors are in default on substantially all of their pre-petition debt obligations. As a result of the Chapter 11 filing, all actions to collect the payment of pre-petition indebtedness are subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are stayed. However, the Bankruptcy Court has approved the Debtors' motions to pay certain pre-petition obligations including, but not limited to, employee wages, salaries, commissions, incentive compensation and other related benefits. The Debtors have been paying and intend to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, the Debtors may assume or reject pre-petition executory contracts and unexpired leases with the approval of the Bankruptcy Court. Any damages resulting from the rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. For additional information concerning liabilities subject to compromise, see below.
8
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The ultimate amount of the Debtors' liabilities will be determined during the Debtors' claims resolution process. The Bankruptcy Court established a bar date of January 9, 2004 for filing proofs of claim against the Debtors' estates. A bar date is the date by which proofs of claims must be filed if a claimant disagrees with how its claim appears on the Debtors' Schedules of Liabilities. However, under certain limited circumstances, claimants may file proofs of claims after the bar date. Over 18,000 proofs of claim asserting in the aggregate $3.2 trillion in claims have been filed against the Debtors' estates in the Chapter 11 Cases, including duplicative claims, but excluding any estimated amounts for unliquidated claims. The aggregate amount of claims filed with the Bankruptcy Court far exceeds the Debtors' estimate of ultimate liability. The Debtors currently are in the process of reviewing, analyzing and reconciling the scheduled and filed claims. At present, the allowed amounts of such claims are not determinable, and the Debtors expect that the claims resolution process will take significant time to complete.
The Debtors have filed omnibus objections to certain of the claims, seeking to eliminate in excess of $2 trillion in claims, consisting primarily of duplicative claims. Approximately $3.3 billion of the claims addressed in certain objections were (i) reduced and allowed or (ii) disallowed by orders of the Bankruptcy Court entered on November 30, 2004 and March 8, 2005, respectively. The remainder have been adjourned to allow the parties to continue to reconcile such claims. The Debtors have filed an additional omnibus objection, which is seeking to eliminate, reduce and/or subordinate in excess of $900 billion of claims asserted against the Debtors by Leonard Tow and Claire Tow (together, the "Tows") and the various trusts that are controlled by the Tows. Simultaneously with the filing of such omnibus objection, the Company and certain other Debtors commenced an adversary proceeding in the Bankruptcy Court by filing a complaint against Leonard Tow seeking to (i) avoid and recover certain unauthorized postpetition transfers and/or fraudulent transfers totaling approximately $14,000,000 (the "Avoidable Transfers"), (ii) disallow Leonard Tow's claims pending the return of Avoidable Transfers, and (iii) subordinate Leonard Tow's claims. Additional omnibus objections may be filed as the claims resolution process continues.
Debtor-in-Possession Credit Facility
In order to provide liquidity following the commencement of the Chapter 11 Cases, the Debtors entered into a $1,500,000,000 debtor-in-possession credit facility (as amended, the "DIP Facility"). On May 10, 2004, the Debtors entered into a $1,000,000,000 extended debtor-in-possession credit facility (the "First Extended DIP Facility"), which amended and restated the DIP Facility in its entirety. On February 25, 2005, the Debtors entered into a $1,300,000,000 further extended debtor-in-possession credit facility (the "Second Extended DIP Facility"), which amended and restated the First Extended DIP Facility in its entirety. For additional information, see Note 5.
Exit Financing Commitment
On February 25, 2004, Adelphia executed a commitment letter and certain related documents pursuant to which a syndicate of financial institutions committed to provide to the Debtors up to $8,800,000,000 in exit financing. Following the Bankruptcy Court's approval on June 30, 2004 of the exit financing commitment, the Company paid the exit lenders a nonrefundable fee of $10,000,000 and reimbursed the exit lenders for certain expenses they had incurred through the date of such approval, including certain legal expenses. In light of the agreements with TW NY and Comcast, on April 25, 2005, the Company informed the exit lenders of its election to terminate the exit financing commitment, which termination became effective on May 9, 2005. As a result of the termination, the Company recorded a charge of $12,595,000, which represents the nonrefundable fee of $10,000,000 and certain other expenses. On May 9, 2005, the Company paid $45,700,000 of commitment fees and certain other expenses.
Going Concern
As a result of the Company's filing of the bankruptcy petition and the other matters described in the following paragraphs, there is substantial doubt about the Company's ability to continue as a going
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ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
concern. The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and satisfaction of liabilities in the ordinary course of business, and in accordance with Statement of Position 90-7,Financial Reporting by Entities in Reorganization Under the Bankruptcy Code ("SOP 90-7"). The consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue to operate as a going concern. In accordance with SOP 90-7, all pre-petition liabilities subject to compromise have been segregated in the consolidated balance sheets and classified as liabilities subject to compromise, at the estimated amount of allowable claims. Interest expense related to pre-petition liabilities subject to compromise has been reported only to the extent that it will be paid during the Chapter 11 proceedings. In addition, no preferred stock dividends have been accrued subsequent to the Petition Date. Liabilities not subject to compromise are separately classified as current or noncurrent. Revenue, expenses, realized gains and losses, and provisions for losses resulting from reorganization are reported separately as reorganization expenses due to bankruptcy. Cash used for reorganization items is disclosed in the consolidated statements of cash flows.
The ability of the Debtors to continue as a going concern is predicated upon numerous matters, including:
- •
- having a plan of reorganization confirmed by the Bankruptcy Court;
- •
- being able to successfully implement the Company's business plans, decrease basic subscriber losses and otherwise offset the negative effects that the Chapter 11 filing has had on the Company's business, including the impairment of vendor relationships;
- •
- obtaining substantial financing, including working capital financing, which the Company may not be able to obtain on favorable terms, or at all. A failure to obtain necessary financing would result in the delay, modification or abandonment of the Company's development and expansion plans and would have a material adverse effect on the Company;
- •
- remaining in compliance with the financial and other covenants of the Second Extended DIP Facility—failure to do so would result in the delay, modification or abandonment of the Company's business plans and would have a material adverse effect on the Company;
- •
- resolving asserted or potential claims by the SEC and the United States Department of Justice ("DoJ"), which could subject the Company to substantial penalties and other adverse monetary and non-monetary consequences, including possible liquidation of the Company (see Note 8 for additional information);
- •
- resolving other material litigation;
- •
- renewing franchises—failure to do so will result in reduced operating results and potential impairment of assets;
- •
- obtaining consideration sufficient to settle pre-petition liabilities subject to compromise, the amount of which is not known at this time because the rights and claims of the Debtors' various creditors will not be known until, or if, the Bankruptcy Court confirms a plan of reorganization;
- •
- achieving positive operating results, increasing net cash provided by operating activities and maintaining satisfactory levels of capital and liquidity considering its history of net losses and capital expenditure requirements and the expected near-term continuation thereof; and
- •
- motivating and retaining key executives and employees.
Presentation
For periods subsequent to the Petition Date, the Company has applied the provisions of SOP 90-7. SOP 90-7 requires that pre-petition liabilities that are subject to compromise be segregated in the consolidated balance sheet as liabilities subject to compromise and that revenue, expenses, realized gains and losses, and provisions for losses resulting directly from the reorganization due to the bankruptcy be reported separately as reorganization expenses in the consolidated statements of operations. Liabilities subject to compromise are reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. Liabilities subject to compromise consist of the following (amounts in thousands):
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ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
| | April 30, 2005
|
---|
Parent and subsidiary debt | | $ | 11,560,684 |
Parent and subsidiary debt under co-borrowing credit facilities | | | 4,576,375 |
Accounts payable | | | 950,281 |
Accrued liabilities | | | 1,118,242 |
Series B Preferred Stock | | | 148,794 |
| |
|
| Liabilities subject to compromise | | $ | 18,354,376 |
| |
|
The amounts presented as liabilities subject to compromise may be subject to future adjustments depending on Bankruptcy Court actions, completion of the reconciliation process with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims or other events. Such adjustments may be material to the amounts reported as liabilities subject to compromise.
Amortization of deferred financing fees related to pre-petition debt obligations was terminated effective on the Petition Date and the unamortized amount at the Petition Date ($134,208,000) has been included as an offset to liabilities subject to compromise as an adjustment of the net carrying value of the related pre-petition debt. Similarly, amortization of the issuance costs for the Company's redeemable preferred stock was also terminated at the Petition Date. For periods subsequent to the Petition Date, interest expense has been reported only to the extent that it will be paid during the Chapter 11 proceedings. In addition, no preferred stock dividends have been accrued subsequent to the Petition Date.
Reorganization Expenses due to Bankruptcy and Investigation and Re-audit Related Fees
Only those fees directly related to the Chapter 11 filings are included in reorganization expenses due to bankruptcy. These expenses are offset by the interest earned during reorganization. Certain reorganization expenses are contingent upon the approval of a plan of reorganization by the Bankruptcy Court and include cure costs, financing fees and success fees. The Company is currently aware of certain success fees that potentially could be paid upon the Company's emergence from bankruptcy to third party financial advisors retained by the Company and the Committees in connection with the Chapter 11 Cases. Currently, these success fees are estimated to be between $21,500,000 and $34,950,000 in the aggregate. As no plan of reorganization has been confirmed by the Bankruptcy Court, no accrual for such contingent payments or equity awards to certain executives payable upon emergence from bankruptcy has been recorded in the accompanying consolidated financial statements.
The Company is incurring certain professional fees that, although not directly related to the Chapter 11 filing, relate to the investigation of the actions of the Rigas Management and related efforts to comply with applicable laws and regulations. These expenses include the additional audit fees incurred for the years ended December 31, 2001 and prior, and legal, special investigation and forensic consultant fees of the Company and a special committee of the Board. These expenses have been included in investigation and re-audit related fees in the accompanying consolidated statements of operations.
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ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Amounts due from the Rigas Family and Rigas Family Entities
The following table summarizes the amounts due from the Rigas Family and Rigas Family Entities, the impact of co-borrowing and other interest and management fees not recognized, and the allowance for uncollectible amounts (amounts in thousands):
| | April 30, 2005
| |
---|
Amounts due from the Rigas Family and Rigas Family Entities, including co-borrowing and other interest deferred and management fees not recognized | | $ | 3,777,903 | |
Co-borrowing and other interest deferred and management fees not recognized | | | (659,094 | ) |
| |
| |
Amounts due from the Rigas Family and Rigas Family Entities, net of co-borrowing and other interest deferred and management fees not recognized | | | 3,118,809 | |
Allowance for uncollectible amounts | | | (2,343,352 | ) |
| |
| |
Amounts due from the Rigas Family and Rigas Family Entities, net | | $ | 775,457 | |
| |
| |
Note 4. Impairment of Long-Lived Assets
A summary of impairment charges for long-lived assets is set forth below (amounts in thousands):
| | Thirty-four months ended April 30, 2005
|
---|
Other assets—Convergence (a) | | $ | 49,756 |
Intangible assets, net (b) | | | 1,969,406 |
| |
|
| Impairment of long-lived assets | | $ | 2,019,162 |
| |
|
(a) Convergence
"Convergence" was an internal operations, call center and billing system that the Company began developing in 1998. After a careful evaluation of the functionality and usability of Convergence, the Company decided in 2002 not to pursue continued deployment and terminated additional funding for and abandoned the system. As a result of this decision, the Company recognized an impairment charge during 2002 to write-off all capitalized costs associated with Convergence.
(b) Intangible assets, net
As a result of the Debtors' Chapter 11 filing, the Company performed an evaluation of the carrying amounts of goodwill and franchise rights in accordance with SFAS No. 142 and an evaluation of long-lived assets in accordance with SFAS No. 144, as of June 30, 2002. As a result of these evaluations, the Company recorded impairment charges to write-down goodwill by $755,905,000 and franchise rights by $1,212,860,000 to their respective estimated fair values. The Petition Date of the Chapter 11 filing substantially coincided with the Company's annual impairment testing date.
12
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company performed its annual impairment test under SFAS No. 142 on July 1, 2003 and recorded additional impairments of $641,000 related to franchise rights. The Company has not yet completed its 2004 annual impairment test.
Note 5. Debt
The carrying value of the Company's debt is summarized below as of April 30, 2005 (amounts in thousands):
Current portion of parent and subsidiary debt: | | | | |
| Secured: | | | | |
| | Second Extended DIP Facility (a) | | $ | 623,000 | |
| | Capital lease obligations | | | 28,783 | |
| Unsecured other subsidiary debt | | | 12 | |
| |
| |
Current portion of parent and subsidiary debt | | $ | 651,795 | |
| |
| |
Liabilities subject to compromise | | | | |
Parent debt—unsecured: (b) | | | | |
| Senior notes | | $ | 4,767,565 | |
| Convertible subordinated notes (c) | | | 1,992,022 | |
| Senior debentures | | | 129,247 | |
| Pay-in-kind notes | | | 31,847 | |
| |
| |
| | Total parent debt | | | 6,920,681 | |
| |
| |
Subsidiary debt: | | | | |
| Secured: | | | | |
| | Notes payable to banks | | | 2,240,313 | |
| Unsecured: | | | | |
| | Senior notes | | | 1,105,538 | |
| | Senior discount notes | | | 342,830 | |
| | Zero coupon senior discount notes | | | 755,031 | |
| | Senior subordinated notes | | | 208,976 | |
| | Other subsidiary debt | | | 121,523 | |
| |
| |
| | | Total subsidiary debt | | | 4,774,211 | |
| |
| |
Deferred financing fees | | | (134,208 | ) |
| |
| |
Parent and subsidiary debt before Co-Borrowing Facilities | | | 11,560,684 | |
Co-Borrowing Facilities (d) | | | 4,576,375 | |
| |
| |
Liabilities subject to compromise (Note 2) | | $ | 16,137,059 | |
| |
| |
(a) Second Extended DIP Facility
In connection with the Chapter 11 filings, Adelphia and certain of its subsidiaries (collectively, the "Loan Parties") entered into the $1,500,000,000 DIP Facility. On May 10, 2004, the Loan Parties entered into the $1,000,000,000 First Extended DIP Facility, which superceded and replaced in its entirety the DIP Facility. On February 25, 2005, the Loan Parties entered into the $1,300,000,000 Second Extended DIP Facility, which superceded and replaced in its entirety the First Extended DIP Facility. The Second Extended DIP Facility was approved by the Bankruptcy Court on February 22, 2005 and closed on February 25, 2005.
The Second Extended DIP Facility matures upon the earlier of March 31, 2006 and the occurrence of certain other events, as described in the Second Extended DIP Facility. The Second Extended DIP Facility is comprised of an $800,000,000 Tranche A Loan (including a $500,000,000 letter of credit subfacility) and a $500,000,000 Tranche B Loan. The proceeds from the borrowings under the Second
13
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Extended DIP Facility are permitted to be used for general corporate purposes and investments, as defined in the Second Extended DIP Facility. The Second Extended DIP Facility is secured with a first priority lien on all of the Loan Parties' unencumbered assets, a priming first priority lien on all assets of the Loan Parties securing their pre-petition bank debt and a junior lien on all other assets of the Loan Parties. The applicable margin on loans extended under the Second Extended DIP Facility is 1.25% per annum in the case of Alternate Base Rate loans and 2.25% per annum in the case of Adjusted LIBOR Rate loans. In addition, under the Second Extended DIP Facility, the commitment fee with respect to the unused portion of the Tranche A Loan is 0.50% per annum.
In connection with the closing of the Second Extended DIP Facility, on February 25, 2005, the Loan Parties borrowed an aggregate of $578,000,000 thereunder, and used all such proceeds and a portion of available cash and cash equivalents to repay all of the indebtedness, including accrued and unpaid interest, and certain fees and expenses, outstanding under the First Extended DIP Facility. In addition, all of the participations in the letters of credit outstanding under the First Extended DIP Facility were transferred to certain lenders under the Second Extended DIP Facility.
The terms of the Second Extended DIP Facility contain certain restrictive covenants, which include limitations on the ability of the Loan Parties to (i) incur additional guarantees, liens and indebtedness, (ii) sell or otherwise dispose of certain assets and (iii) pay dividends or make other distributions or payments with respect to any shares of capital stock, subject to certain exceptions set forth in the Second Extended DIP Facility. The Second Extended DIP Facility also requires compliance with certain financial covenants with respect to operating results and capital expenditures.
On May 20, 2005, the Loan Parties entered into Amendment No. 3 and Waiver to the Second Extended DIP Facility ("Amendment No. 3"). Under the terms of Amendment No. 3, the lenders agreed to amend and/or waive certain provisions contained in the Second Extended DIP Facility that would have otherwise inhibited the ability of the Company to complete the transactions contemplated by the proposed settlements with the U.S. government and certain members of the Rigas family as further described herein, including, without limitation, the transfer of the MCE Systems to the Company contemplated thereby. In addition, under the terms of Amendment No. 3, the lenders have agreed to amend and/or waive certain provisions of the Second Extended DIP Facility to facilitate the consummation of the transactions contemplated by the Tele-Media Settlement Agreement (as herein defined). Specifically, with respect to the settlement of the Company's ongoing dispute relating to its Tele-Media joint ventures, the lenders have agreed to, among other things, waive certain provisions of the Second Extended DIP Facility that would have prohibited the Company from making certain pre-petition payments in connection with such settlement. Finally, under the terms of Amendment No. 3, (i) the date by which Adelphia is required to deliver to the lenders its consolidated audited balance sheet and related consolidated audited statement of income and cash flows for the fiscal year ended December 31, 2004 has been extended from June 30, 2005 until no later than August 31, 2005 and (ii) the date by which each of the designated subsidiary borrowing groups under the Second Extended DIP Facility is required to deliver to the lenders a consolidating schedule containing combined balance sheets and related combined statements of income and cash flows for such designated subsidiary borrower group for the fiscal years ended December 31, 2004 has been extended from July 31, 2005 until no later than September 30, 2005.
On March 9, 2005, certain Loan Parties cash collateralized certain letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales. As a result, the total commitment of the entire Second Extended DIP Facility was reduced to $1,276,539,000, with the total commitment of the Tranche A Loan being reduced to $776,539,000. As of April 30, 2005, $123,000,000 under the Tranche A Loan has been drawn and letters of credit totaling $112,638,000 have been issued under the Tranche A Loan, leaving availability of $540,901,000 under the Tranche A Loan. Furthermore, as of April 30, 2005, the entire $500,000,000 under the Tranche B Loan has been drawn.
14
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The foregoing summary of certain material terms and conditions of the Second Extended DIP Facility (including Amendment No. 3 thereto) does not represent a complete summary of all of the material terms and conditions of the Second Extended DIP Facility, and is qualified in its entirety by reference to the Second Extended DIP Facility and Amendments No. 1 and 3 thereto, copies of which are attached as exhibits to Adelphia's Current Reports on Form 8-K filed with the SEC on February 25, 2005 April 13, 2005 and May 25, 2005, respectively.
(b) Parent Debt
All debt of Adelphia is structurally subordinated to the debt of its subsidiaries such that the assets of an indebted subsidiary are used to satisfy the applicable subsidiary debt before being applied to the payment of parent debt.
(c) Convertible Subordinated Notes
At April 30, 2005, the convertible subordinated notes included (i) $1,029,876,000 aggregate principal amount of 6% subordinated convertible notes, (ii) $975,000,000 aggregate principal amount of 3.25% subordinated convertible notes and (iii) unamortized discounts aggregating $12,854,000. The Rigas Family Entities hold $167,376,000 aggregate principal amount of the 6% notes and $400,000,000 aggregate principal amount of the 3.25% notes. The terms of the 6% notes and 3.25% notes provide for the conversion of such notes into Class A Common Stock (Class B Common Stock in the case of notes held by the Rigas Family Entities) at the option of the holder any time prior to maturity at an initial conversion price of $55.49 per share and $43.76 per share, respectively.
(d) Co-Borrowing Facilities
The Co-Borrowing Facilities represent the aggregate amount outstanding pursuant to three separate Co-Borrowing Facilities dated May 6, 1999, April 14, 2000 and September 28, 2001. Each co-borrower is jointly and severally liable for the entire amount of the indebtedness under the applicable Co-Borrowing Facility regardless of whether that co-borrower actually borrowed that amount under such Co-Borrowing Facility. All amounts outstanding under Co-Borrowing Facilities at April 30, 2005 represent pre-petition liabilities that have been classified as liabilities subject to compromise in the accompanying consolidated balance sheet.
Amounts outstanding pursuant to the Co-Borrowing Facilities as of April 30, 2005 are as follows (amounts in thousands):
Attributable to Company subsidiaries | | $ | 1,730,219 |
Attributable to Rigas Co-Borrowing Entities: | | | 2,846,156 |
| |
|
Total included as debt of the Company | | $ | 4,576,375 |
| |
|
Other Debt Matters
Weighted average interest rate payable by Adelphia and subsidiaries under credit agreements with banks at April 30, 2005 | | 6.42 | % |
Note 6. TelCove Spin-off and Bankruptcy Proceedings
Adelphia Business Solutions, Inc., now known as TelCove ("TelCove"), was a majority-owned subsidiary of the Company through January 11, 2002 (the "TelCove Spin-off Date"). On the TelCove Spin-off Date, the Company distributed, in the form of a dividend, all of the shares of common stock of TelCove owned by Adelphia (the "TelCove Spin-off") to holders of Adelphia $0.01 par value Class A common stock and Adelphia $0.01 par value Class B common stock. Accordingly, the accompanying unaudited consolidated financial statements do not include the accounts of TelCove. TelCove owns,
15
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
operates and manages entities that provide competitive local exchange carrier ("CLEC") telecommunications services. On the TelCove Spin-off Date, the Company held a majority of the total voting power of the TelCove common stock. On March 27, 2002, TelCove and its direct subsidiaries commenced cases under Chapter 11 of the Bankruptcy Code. Subsequently, on June 18, 2002, certain indirect subsidiaries of TelCove also commenced cases under Chapter 11 of the Bankruptcy Code. TelCove emerged from Chapter 11 on April 7, 2004.
On December 3, 2003, the Debtors and TelCove entered into a Master Reciprocal Settlement Agreement pursuant to which the parties, among other things, memorialized their agreement relating to their ownership and use of certain shared assets. On March 23, 2004, the Bankruptcy Court approved the Master Reciprocal Settlement Agreement.
On February 21, 2004, the parties executed a global settlement agreement (the "Global Settlement") that resolves, among other things, certain claims put forth by both TelCove and Adelphia. The Global Settlement provided that, on the closing date, the Company would transfer to TelCove certain settlement consideration, including, approximately $60,000,000 in cash, plus an additional payment of up to $2,500,000 related to certain outstanding payables, as well as certain vehicles, real property and intellectual property licenses used in the operation of TelCove's businesses. Additionally, the parties executed various annexes to the Global Settlement (collectively, the "Annex Agreements") that provide, among other things, for (i) a five-year business commitment to TelCove for telecommunication services by the Company, (ii) future use by TelCove of certain fiber capacity in assets owned by the Company and (iii) the mutual release by the parties from any and all liabilities, claims and causes of action that either party has or may have against the other party. Finally, the Global Settlement provides for the transfer by the Company to TelCove of certain CLEC market assets together with the various licenses, franchises and permits related to the operation and ownership of such assets. On March 23, 2004, the Bankruptcy Court approved the Global Settlement. The Company recorded a $97,902,000 liability during the fourth quarter of 2003 to provide for the Global Settlement. The Annex Agreements became effective in accordance with their terms on April 7, 2004.
On April 7, 2004, the effective date of the TelCove plan of reorganization, the Company paid $57,941,000 to TelCove, transferred the economic risks and benefits of the CLEC market assets to TelCove pursuant to the terms of the Global Settlement and entered into a Master Management Agreement which provided for the management of the CLEC market assets from April 7, 2004 through the date of transfer to TelCove. On August 20, 2004, the Company paid TelCove an additional $2,464,000 pursuant to the Global Settlement in connection with the resolution and release of certain claims. On August 21, 2004, the CLEC market assets were transferred to TelCove.
Note 7. Century/ML
Bankruptcy filing
On September 30, 2002, Century/ML Cable Venture ("Century/ML Cable"), a 50/50 joint venture between Century and ML Media Partners, L.P. ("ML Media") filed a voluntary petition to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. This bankruptcy proceeding is administered separately from that of Adelphia. Century/ML Cable is operating its business as a debtor-in-possession and is continuing to serve its subscribers in three communities in Puerto Rico. Prior to the Century/ML Cable Chapter 11 filing, the Company accounted for its investment in Century/ML Cable under the equity method of accounting. At this time, Century/ML Cable is expected to generate sufficient cash to fund foreseeable operations and capital requirements. Century/ML Cable's Chapter 11 filing is not expected to have a material impact on the operations of Century/ML Cable's subsidiary, Century-ML Cable Corporation, which serves communities in Puerto Rico. Since October 2002, Century/ML Cable has been filing a separate monthly operating report with the Bankruptcy Court.
16
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Other matters
ML Media and the Company are exploring the potential sale of the Venture to a third party, and from time to time have explored other potential transactions relating to Century/ML Cable.
As further described in Note 8, ML Media and Adelphia are engaged in litigation.
Note 8. Litigation Matters
SEC Civil Action and DoJ Investigation
On July 24, 2002, the SEC filed a civil enforcement action (the "SEC Civil Action") against Adelphia, certain members of the Rigas Family and others, alleging various securities fraud and improper books and records claims arising out of actions allegedly taken or directed by certain members of the Rigas Management (none of whom remain with the Company).
On December 3, 2003, the SEC filed a proof of claim in the Chapter 11 Cases against Adelphia for, among other things, penalties, disgorgement and prejudgment interest in an unspecified amount. The staff of the SEC told the Company's advisors that its asserted claims for disgorgement and civil penalties under various legal theories could amount to billions of dollars. On July 14, 2004, the Creditors' Committee initiated an adversary proceeding seeking, in effect, to subordinate the SEC's claims based on the SEC Civil Action.
On April 25, 2005, after extensive negotiations with the SEC and the U.S. Attorney, the Company entered into an agreement with the U.S. Attorney (the "Non-Prosecution Agreement"), pursuant to which the Company agreed (i) to contribute $715,000,000 in value to a fund to be administered by the United States Attorney General and the SEC for the benefit of investors harmed by the activities of prior management (the "Restitution Fund"), (ii) to continue to cooperate with the U.S. Attorney until the later of April 25, 2007, or the date upon which all prosecutions arising out of the conduct described in the Rigas Criminal Action (as described below) superseding indictment and SEC Civil Action are final, (iii) not to assert claims against the Rigas Family except for John J. Rigas, Timothy J. Rigas and Michael J. Rigas (together, the "Excluded Parties"), provided that Michael J. Rigas will cease to be an Excluded Party if all currently pending criminal proceedings against him are resolved without a felony conviction on a charge involving fraud or false statements (other than false statements to the U.S. Attorney or the SEC) and (iv) to seek approval of the Non-Prosecution Agreement from the Bankruptcy Court.
The Company's payment to the Restitution Fund will consist of stock, future proceeds of litigation and, assuming consummation of the Sale Transaction (or another sale generating cash of at least $10 billion), cash. In the event of a sale generating both stock and at least $10 billion in cash, as contemplated in the Sale Transaction, the components of the Company's payment to the Restitution Fund will consist of $600,000,000 in cash and stock (with at least $200,000,000 in cash) and a $115,000,000 interest in future proceeds of litigation against third parties who injured the Company. If, however, the Sale Transaction (or another sale) is not consummated and instead the Company emerges from bankruptcy as an independent entity, the $600,000,000 payment by the Company will consist entirely of stock in the reorganized Adelphia. Unless extended on consent of the U.S. Attorney and the SEC, the Company must make these payments on or before the earlier of: (i) October 15, 2006, (ii) 120 days after confirmation of a standalone plan of reorganization, or (iii) seven days after the first distribution of stock or cash to creditors under any plan of reorganization.
In consideration of these agreements by the Company, the U.S. Attorney agreed (i) not to prosecute Adelphia or specified subsidiaries of Adelphia for any conduct (other than criminal tax violations) related to the Rigas Criminal Action (defined below) or the allegations contained in the SEC Civil Action; (ii) not to use information obtained through the Company's cooperation with the U.S. Attorney to criminally prosecute the Company for tax violations; and (iii) to transfer to the Company all of the Managed Cable Entities forfeited by the Rigas Family, as described below, for inclusion in the Sale Transaction (or, if a sale is not consummated, a reorganized Company), certain specified real estate forfeited by the Rigas Family and all securities in the Company directly or indirectly owned by the Rigas Family. The U.S. Attorney agreed with the Rigas Family not to require forfeiture of Coudersport and Bucktail (which had approximately 5,200 subscribers in March 2005). A
17
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
condition precedent to the Company's obligation to make the contribution to the Restitution Fund described in the preceding paragraph is the Company's receipt of title to these assets to be forfeited by the Rigas Family, free and clear of all liens, claims, encumbrances, or adverse interests. The forfeited Managed Cable Entities to be transferred to the Company represent the overwhelming majority of the Managed Cable Entities' subscribers and value.
Also on April 25, 2005, the Company consented to the entry of a final judgment in the SEC Civil Action resolving the SEC's claims against the Company. Pursuant to this agreement, the Company will be permanently enjoined from violating various provisions of federal securities laws, and the SEC has agreed that if the Company makes the $715,000,000 payment to the Restitution Fund, the Company will not be required to pay disgorgement or a civil monetary penalty to satisfy the SEC's claims.
Such settlements remain subject to completion of the approval process by the Bankruptcy Court and the United States District Court for the Southern District of New York (the "District Court"). On May 18, 2005, Judge Leonard B. Sand in the District Court, in an oral decision, conditionally approved the settlement agreement between the U.S. Attorney and the Rigas Family. On May 20, 2005, Judge Robert E. Gerber in the Bankruptcy Court issued a written decision approving the settlements between the Company and, respectively, the Rigas Family, the U.S. Attorney and the SEC, but has not yet issued the order approving such settlements. Judge P. Kevin Castel in the District Court has not yet approved the settlement between the Company and the SEC. Approval by all three Judges is required to collectively effectuate all of the settlements.
Adelphia's Lawsuit Against the Rigas Family
On July 24, 2002, Adelphia filed a complaint in the Bankruptcy Court (the "Rigas Civil Action") against John J. Rigas, Michael J. Rigas, Timothy J. Rigas, James P. Rigas, James Brown, Michael C. Mulcahey, Peter L. Venetis, Doris Rigas, Ellen Rigas Venetis and the Rigas Family Entities. This action generally alleges the defendants misappropriated billions of dollars from the Company in breach of their fiduciary duties to Adelphia. On November 15, 2002, Adelphia filed an amended complaint against the defendants that expanded upon the facts alleged in the original complaint and alleged violations of the Racketeering Influenced and Corrupt Organizations ("RICO") Act, breach of fiduciary duty, securities fraud, fraudulent concealment, fraudulent misrepresentation, conversion, waste of corporate assets, breach of contract, unjust enrichment, fraudulent conveyance, constructive trust, inducing breach of fiduciary duty, and a request for an accounting (the "Amended Complaint"). The Amended Complaint seeks relief in the form of, among other things, treble and punitive damages, disgorgement of monies and securities obtained as a consequence of the Rigas Family's improper conduct and attorneys' fees.
On April 25, 2005, Adelphia and the Rigas Family entered into a settlement agreement with respect to the Rigas Civil Action (the "Adelphia-Rigas Settlement Agreement"), pursuant to which Adelphia agreed, among other things, (i) to pay $11,500,000 to a legal defense fund for the benefit of the Rigas Family; (ii) to provide management services to Coudersport and Bucktail for an interim period through and including December 31, 2005 ("Interim Management Services"); (iii) to indemnify Coudersport and Bucktail, and the Rigas Family's (other than the Excluded Parties) interest therein, against claims asserted by the lenders under the Co-Borrowing Facilities with respect to such indebtedness up to the fair market value of those entities (without regard to their obligations with respect to such indebtedness); (iv) to provide certain members of the Rigas Family with certain indemnities, reimbursements or other protections in connection with certain third party claims arising out of Adelphia litigation, and in connection with claims against certain members of the Rigas Family by any of the Tele-Media Joint Ventures or the Century ML Joint Ventures; and (v) within ten days of the date the consent order of forfeiture is entered, dismiss the Rigas Civil Action. The Rigas Family agreed (i) to make certain tax elections under certain circumstances, with respect to the forfeited Managed Cable Entities, (ii) to pay Adelphia five percent of the gross operating revenue of Coudersport and Bucktail for the Interim Management Services; and (iii) to offer employment to certain Coudersport and Bucktail employees on terms and conditions that, in the aggregate, are no less favorable to such employee (other than any employee expressly excluded by written notice to Adelphia received by July 1, 2005) than their terms of employment with the Company. The Adelphia-Rigas Settlement Agreement also provides the parties termination rights in the event the Rigas-Government Settlement Agreement (described below) is not consummated.
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Such settlements remain subject to completion of the approval process by the Bankruptcy Court and the United States District Court for the Southern District of New York (the "District Court"). On May 18, 2005, Judge Leonard B. Sand in the District Court, in an oral decision, conditionally approved the settlement agreement between the U.S. Attorney and the Rigas Family. On May 20, 2005, Judge Robert E. Gerber in the Bankruptcy Court issued a written decision approving the settlements between the Company and, respectively, the Rigas Family, the U.S. Attorney and the SEC, but has not yet issued the order approving such settlements. Judge P. Kevin Castel in the District Court has not yet approved the settlement between the Company and the SEC. Approval by all three Judges is required to collectively effectuate all of the settlements.
The above disclosures regarding the settlements with and between the Company, the SEC, the U.S. Attorney and the Rigas Family are summaries only and are qualified in their entirety by the language of the actual agreements.
Rigas Criminal Action
In connection with an investigation conducted by the DoJ, on July 24, 2002, certain members of the Rigas Family and certain alleged co-conspirators were arrested, and on September 23, 2002, were indicted by a grand jury on charges including fraud, securities fraud, bank fraud and conspiracy to commit fraud (the "Rigas Criminal Action"). On November 14, 2002, one of the Rigas Family's alleged co-conspirators, James Brown, pleaded guilty to one count each of conspiracy, securities fraud and bank fraud. On January 10, 2003, another of the Rigas Family's alleged co-conspirators, Timothy Werth, who had not been arrested with the others on July 24, 2002, pleaded guilty to one count each of securities fraud, conspiracy to commit securities fraud, wire fraud and bank fraud. The trial in the Rigas Criminal Action began on February 23, 2004 in the District Court. On July 8, 2004, the jury returned a partial verdict in the Rigas Criminal Action. John J. Rigas and Timothy J. Rigas were each found guilty of conspiracy (one count), bank fraud (two counts), and securities fraud (15 counts) and not guilty of wire fraud (five counts). Michael J. Mulcahey was acquitted of all 23 counts against him. The jury found Michael J. Rigas not guilty of conspiracy and wire fraud, but remained undecided on the securities fraud and bank fraud charges against him. On July 9, 2004, the court declared a mistrial on the remaining charges against Michael J. Rigas after the jurors were unable to reach a verdict as to those charges. The bank fraud charges against Michael J. Rigas have since been dismissed with prejudice. At a hearing held on March 16, 2005, the District Court, at the request of the DOJ, set October 24, 2005 as the date for the retrial of Michael J. Rigas on the securities fraud charges. On March 17, 2005, the District Court denied the motion of John J. Rigas and Timothy J. Rigas for a new trial. The sentencing of John J. Rigas and Timothy J. Rigas is currently scheduled for June 1, 2005.
The indictment against the Rigas Family included a request for entry of a money judgment in an amount exceeding $2,500,000,000 and for entry of an order of forfeiture of all interests of the convicted Rigas defendants in the Rigas Family Entities. On December 10, 2004, the DoJ filed an application for a preliminary order of forfeiture finding John J. Rigas and Timothy J. Rigas jointly and severally liable for personal money judgments in the amount of $2,533,000,000.
On April 25, 2005, the Rigas Family and the U.S. Attorney entered into a settlement agreement (the "Rigas-Government Settlement Agreement"), pursuant to which the Rigas Family agreed to forfeit (i) all of the Managed Cable Entities with the exception of Coudersport and Bucktail, (ii) certain specified real estate and (iii) all securities in the Company directly or indirectly owned by the Rigas Family. The U.S. Attorney agreed (i) not to seek additional monetary penalties from the Rigas Family, including the request for a money judgment as noted above, (ii) to establish and manage the Restitution Fund, to which it will contribute proceeds from the sale of forfeited assets other than the forfeited Managed Cable Entities to be transferred to the Company and (iii) to inform the District Court of this agreement at the sentencing of John J. Rigas and Timothy J. Rigas.
The Company was not a defendant in the Rigas Criminal Action, but was under investigation by the DoJ regarding matters related to alleged wrongdoing by certain members of the Rigas Family. Upon final approval of the Non-Prosecution Agreement, the Company and specified subsidiaries will no longer be subject to criminal
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prosecution (other than for criminal tax violations) by the U.S. Attorney for any conduct related to the Rigas Criminal Action or the allegations contained in the SEC Civil Action.
Securities and Derivative Litigation
Certain of the Debtors and certain former officers, directors and advisors have been named as defendants in a number of lawsuits alleging violations of federal and state securities laws and related claims. These actions generally allege that the defendants made materially misleading statements understating the Company's liabilities and exaggerating the Company's financial results in violation of securities laws.
In particular, beginning on April 2, 2002, various groups of plaintiffs filed more than 30 class action complaints, purportedly on behalf of certain of the Company's shareholders and bondholders or classes thereof in federal court in Pennsylvania. Several non-class action lawsuits were brought on behalf of individuals or small groups of security holders in federal courts in Pennsylvania, New York, South Carolina and New Jersey, and in state courts in New York, Pennsylvania, California and Texas. Seven derivative suits were also filed in federal and state courts in Pennsylvania, and four derivative suits were filed in state court in Delaware. On May 6, 2002, a notice and proposed order of dismissal without prejudice was filed by the plaintiff in one of these four Delaware derivative actions. The remaining three Delaware derivative actions were consolidated on May 22, 2002. On February 10, 2004, the parties stipulated and agreed to the dismissal of these consolidated actions with prejudice.
The complaints, which named as defendants the Company, certain former officers and directors of the Company, and, in some cases, the Company's former auditors, lawyers, as well as financial institutions who worked with the Company, generally allege that, among other improper statements and omissions, defendants misled investors regarding the Company's liabilities and earnings in the Company's public filings. The majority of these actions assert claims under Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5. Certain bondholder actions assert claims for violation of Section 11 and/or Section 12(a) (2) of the Securities Act. Certain of the state court actions allege various state law claims.
On July 23, 2003, the Judicial Panel on Multidistrict Litigation issued an order transferring numerous civil actions to the District Court for consolidated or coordinated pre-trial proceedings (the "MDL Proceedings").
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On September 15, 2003, proposed lead plaintiffs and proposed co-lead counsel in the consolidated class action were appointed in the MDL Proceedings. On December 22, 2003, lead plaintiffs filed a consolidated class action complaint. Motions to dismiss have been filed by various defendants. As a result of the filing of the Chapter 11 Cases and the protections of the automatic stay, the Company is not named as a defendant in the amended complaint, but is a non-party. The consolidated class action complaint seeks monetary damages of an unspecified amount, rescission and reasonable costs and expenses and such other and future relief as the court may deem just and proper. The individual actions against the Company also seek damages of an unspecified amount.
Pursuant to section 362 of the Bankruptcy Code, all of the securities and derivative claims that were filed against the Company before the bankruptcy filings are automatically stayed and not proceeding as to the Company.
The Company cannot predict the outcome of the pending legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Acquisition Actions
After the Rigas Family's alleged misconduct was publicly disclosed, three actions were filed in May and June 2002, against the Company by former shareholders of companies that the Company acquired, in whole or in part, through stock transactions. These actions allege that the Company induced these former shareholders to enter into these stock transactions through misrepresentations and omissions, and the plaintiffs seek monetary damages and equitable relief through rescission of the underlying acquisition transactions.
Two of these proceedings have been filed with the American Arbitration Association alleging violations of federal and state securities laws, breaches of representations and warranties and fraud in the inducement. One of these proceedings seeks rescission, compensatory damages and pre-judgment relief, and the other seeks specific performance. The third action alleges fraud and seeks rescission, damages and attorneys fees. This action was originally filed in a Colorado State Court, and subsequently was removed by the Company to the United States District Court for the District of Colorado. The Colorado State Court action was closed administratively on July 16, 2004, subject to reopening if and when the automatic bankruptcy stay is lifted or for other good cause shown. These actions have been stayed pursuant to the automatic stay provisions of section 362 of the Bankruptcy Code.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Equity Committee Shareholder Litigation
Adelphia is a defendant in an adversary proceeding in the Bankruptcy Court consisting of a declaratory judgment action and a motion for a preliminary injunction brought on January 9, 2003 by the Equity Committee, seeking, among other relief, a declaration as to how the shares owned by the Rigas Family and Rigas Family Entities would be voted should a consent solicitation to elect members of the Board be undertaken. Adelphia has opposed such requests for relief.
The claims of the Equity Committee are based on shareholder rights that the Equity Committee asserts should be recognized even in bankruptcy, coupled with continuing claims, as of the filing of the lawsuit, of historical connections between the Board and the Rigas Family. Motions to dismiss filed by Adelphia and others are fully briefed in this action, but no argument date has been set. If this action survives these motions to dismiss, resolution of disputed fact issues will occur in two phases pursuant to a schedule set by the Bankruptcy Court. Determinations regarding fact questions relating to the conduct of the Rigas Family will not occur until, at a minimum, after the resolution of the Rigas Criminal Action.
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No pleadings have been filed in the adversary proceeding since September 2003, rendering the adversary proceeding inactive.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
ML Media Litigation
Adelphia and ML Media have been involved in a longstanding dispute concerning Century/ML Cable's management, the buy/sell rights of ML Media and various other matters.
In March 2000, ML Media brought suit against Century, Adelphia and Arahova Communications Inc. ("Arahova"), a direct subsidiary of Adelphia and Century's immediate parent, in the Supreme Court of the State of New York, seeking, among other things (i) the dissolution of Century/ML Cable and the appointment of a receiver to sell Century/ML Cable's assets, (ii) if no receiver was appointed, an order authorizing ML Media to conduct an auction for the sale of Century/ML Cable's assets to an unrelated third party and enjoining Adelphia from interfering with or participating in that process, (iii) an order directing the defendants to comply with the Century/ML Cable joint venture agreement with respect to provisions relating to governance matters and the budget process and (iv) compensatory and punitive damages. The parties negotiated a consent order that imposed consultative and reporting requirements on Adelphia and Century as well as restrictions on Century's ability to make capital expenditures without ML Media's approval. On April 26, 2001, ML Media obtained a court order holding Century's Century/ML Cable management board designee in contempt for violating the consent order.
In connection with the December 13, 2001 settlement of the above dispute, ACC, Century/ML Cable, ML Media and Highland Holdings ("Highland"), a general partnership owned and controlled by members of the Rigas Family, entered into a Leveraged Recapitalization Agreement (the "Recap Agreement"), pursuant to which Century/ML Cable agreed to redeem ML Media's 50% interest in Century/ML Cable (the "Redemption") on or before September 30, 2002 for a purchase price between $275,000,000 and $279,800,000 depending on the timing of the Redemption, plus interest. Among other things, the Recap Agreement provided that (i) Highland would arrange debt financing for the Redemption, (ii) Highland, Adelphia and Century would jointly and severally guarantee debt service on debt financing for the Redemption on and after the closing, and (iii) Highland and Century would own 60% and 40% interests, respectively, in the recapitalized Century/ML Cable. Under the terms of the Recap Agreement, Century's 50% interest in Century/ML Cable was pledged to ML Media as collateral for the Company's obligations.
On September 30, 2002, Century/ML Cable filed a voluntary petition to reorganize under Chapter 11 in the Bankruptcy Court. Century/ML Cable is operating its business as a debtor-in-possession.
By an order of the Bankruptcy Court dated September 17, 2003, Adelphia and Century rejected the Recap Agreement, effective as of such date. If the Recap Agreement is enforceable, the effect of the rejection of the Recap Agreement is the same as a prepetition breach of the Recap Agreement. Therefore, Adelphia and Century are potentially exposed to "rejection damages" which may include the revival of ML Media's claims under the state court actions described above.
Adelphia, Century, Highland Holdings, Century/ML Cable and ML Media are engaged in litigation regarding the enforceability of the Recap Agreement. On April 15, 2004, the Bankruptcy Court indicated that it would dismiss all counts of Adelphia's challenge to the enforceability of the Recap Agreement except for its allegation that ML Media aided and abetted a breach of fiduciary duty in connection with the execution of the Recap Agreement. The Bankruptcy Court also indicated that it would allow Century/ML Cable's action to avoid the Recap Agreement as a fraudulent conveyance to proceed.
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ML Media has alleged that it is entitled to elect recovery of either (i) $279,800,000 plus costs and interest in exchange for its interest in Century/ML Cable, or (ii) up to the difference between $279,800,000 and the fair market value of its interest in Century/ML Cable, plus costs, interest and revival of the state court claims described above. Adelphia, Century and Century/ML Cable have disputed ML Media's claims, and the Amended Plan contemplates that ML Media will receive no distribution until such dispute is resolved. The parties have from time to time engaged in settlement discussions relating to a potential settlement of their disputes, but no agreement has been reached and the parties may not be able to reach a settlement agreement.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
The X Clause Litigation
On December 29, 2003, the Ad Hoc Committee of holders of Adelphia's 6% and 4% subordinated notes (collectively the "Subordinated Notes"), together with the Bank of New York, the indenture trustee for the Subordinated Notes (collectively, the "X Clause Plaintiffs"), commenced an adversary proceeding against Adelphia in the Bankruptcy Court. The X Clause Plaintiffs' complaint sought a judgment declaring that the Subordinated Notes are entitled to sharepari passu in the distribution of any common stock issued by Adelphia under the Stand-Alone Plan and are not subordinated to Adelphia's senior classes of indebtedness with respect to such common stock distributions.
The basis for the X Clause Plaintiffs' claim is a provision in the applicable indentures, commonly known as the "X Clause," which provides that any distributions under a plan of reorganization comprised solely of "Permitted Junior Securities" are not subject to the subordination provision of the Subordinated Notes indenture. The X Clause Plaintiffs asserted that, under their interpretation of the applicable indentures, a distribution of a single class of new common stock of Adelphia would meet the definition of "Permitted Junior Securities" set forth in the indentures, and therefore be exempt from subordination.
On February 6, 2004, Adelphia filed its answer to the complaint, denying all of its substantive allegations. Thereafter, both the X Clause Plaintiffs and Adelphia cross-moved for summary judgment with both parties arguing that their interpretation of the X Clause was correct as a matter of law. The indenture trustee for the Adelphia senior notes also intervened in the action and, like Adelphia, moved for summary judgment arguing that the X Clause Plaintiffs were subordinated to holders of senior notes with respect to any distribution of common stock under a plan. In addition, the Creditors' Committee also moved to intervene and, thereafter, moved to dismiss the X Clause Plaintiffs' complaint on the ground, among others, that it did not present a justiciable case or controversy and therefore was not ripe for adjudication. In a written decision, dated April 12, 2004, the Bankruptcy Court granted the Creditors' Committee's motion to dismiss without ruling on the merits of the various cross-motions for summary judgment. The Bankruptcy's Court's dismissal of the action was without prejudice to the X Clause Plaintiffs' right to bring the action at a later date, if appropriate.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Verizon Franchise Transfer Litigation
On March 20, 2002, the Company commenced an action (the "California Cablevision Action") in the United States District Court for the Central District of California, Western Division, seeking, among other things, declaratory and injunctive relief precluding the City of Thousand Oaks California from denying permits on the grounds that the Company failed to seek the city's prior approval of an asset purchase agreement (the "Asset Purchase Agreement"), dated December 17, 2001, between the Company and Verizon Media Ventures, Inc. d/b/a Verizon Americast ("Verizon Media Ventures"). Pursuant to the Asset Purchase Agreement, the Company acquired certain Verizon Media Ventures cable equipment and
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network system assets (the "Verizon Cable Assets") located in the City of Thousand Oaks for use in the operation of the Company's cable business in the city.
On March 25, 2002, the city and Ventura County commenced an action (the "Thousand Oaks Action," and collectively with the California Cablevision Action, the "California Actions"), against the Company and Verizon Media Ventures in California State Court alleging that (i) Verizon Media Ventures' entry into the Asset Purchase Agreement and conveyance of the Verizon Cable Assets constituted a breach of Verizon Media Ventures' cable franchises, and (ii) the Company's participation in the transaction amounted to actionable interference with those franchises. The City of Thousand Oaks and Ventura County sought injunctive relief to halt the sale and transfer of the Verizon Cable Assets pursuant to the Asset Purchase Agreement and to compel the Company to treat the Verizon Cable Assets as a separate cable system.
On March 27, 2002, the Company and Verizon Media Ventures removed the Thousand Oaks Action to the United States District Court for the Central District of California, where it was consolidated with the California Cablevision Action.
On April 12, 2002, the district court conducted a hearing on the city's and county's application for a preliminary injunction and, on April 15, 2002, the district court issued a temporary restraining order in part, pending entry of a further order. On May 14, 2002, the district court issued a preliminary injunction and entered findings of fact and conclusions of law in support thereof (the "May 14, 2002 Order"). The May 14, 2002 Order, among other things: (i) enjoined the Company from integrating the Company's and Verizon Media Ventures' system assets serving subscribers in the City of Thousand Oaks and Ventura County; (ii) required the Company to return "ownership" of the Verizon Cable Assets to Verizon Media Ventures except that the Company was permitted to continue to "manage" the assets as Verizon Media Ventures' agent to the extent necessary to avoid disruption in services until Verizon Media Ventures chose to reenter the market or sell the assets; (iii) prohibited the Company from eliminating any programming options that had previously been selected by Verizon Media Ventures or from raising the rates charged by Verizon Media Ventures; and (iv) required the Company and Verizon Media Ventures to grant the city and/or the county access to system records, contracts, personnel and facilities for the purpose of conducting an inspection of the then-current "state of the Verizon Media Ventures and the Company systems" in the city and the county. The Company appealed the May 14, 2002 Order and on April 1, 2003, the U.S. Court of Appeals for the Ninth Circuit reversed the May 14, 2002 Order, thus removing any restrictions that had been imposed by the district court against the Company's integration of the Verizon Cable Assets, and remanded the actions back to the district court for further proceedings.
In September 2003, the city began refusing to grant the Company's construction permit requests, claiming that the Company could not integrate the acquired Verizon Cable Assets with the Company's existing cable system assets because the city had not approved the transaction between the Company and Verizon Media Ventures, as allegedly required under the city's cable ordinance.
Accordingly, on October 2, 2003, the Company filed a motion for a preliminary injunction in the district court seeking to enjoin the city from refusing to grant the Company's construction permit requests. On November 3, 2003, the district court granted the Company's motion for a preliminary injunction, finding that the Company had demonstrated "a strong likelihood of success on the merits." Thereafter, the parties agreed to informally stay the litigation pending negotiations between the Company and the city for the Company's renewal of its cable franchise, with the intent that such negotiations would also lead to a settlement of the pending litigation. However, on September 16, 2004, at the city's request, the court set certain procedural dates, including a trial date of July 12, 2005, which effectively re-opened the case to active litigation. Subsequently, the July 12, 2005 trial date was vacated pursuant to a stipulation and order, and a status conference is now scheduled for July 12, 2005.
The Company cannot predict the outcome of these actions or estimate the possible effects on the financial condition or results of operations of the Company.
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Dibbern Adversary Proceeding
On or about August 30, 2002, Gerald Dibbern, individually and purportedly on behalf of a class of similarly situated subscribers nationwide, commenced an adversary proceeding in the District Court against Adelphia asserting claims for violation of the Pennsylvania Consumer Protection Law, breach of contract, fraud, unjust enrichment, constructive trust, and an accounting. This complaint alleges that Adelphia charged, and continues to charge, subscribers for cable set-top box equipment, including set-top boxes and remote controls, that is unnecessary for subscribers that receive only basic cable service and have cable-ready televisions. The complaint further alleges that Adelphia failed to adequately notify affected subscribers that they no longer needed to rent this equipment. The complaint seeks a number of remedies including treble money damages under the Pennsylvania Consumer Protection Law, declaratory and injunctive relief, imposition of a constructive trust on Adelphia's assets, and punitive damages, together with costs and attorneys' fees.
On or about December 13, 2002, Adelphia moved to dismiss the adversary proceeding on several bases, including that the complaint fails to state a claim for which relief can be granted and that the matters alleged therein should be resolved in the claims process. The court granted Adelphia's motion to dismiss and dismissed the adversary proceeding on May 3, 2005. Mr. Dibbern filed a notice of appeal on May 12, 2005.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Tele-Media Examiner Motion
By motion filed in the Bankruptcy Court on August 5, 2004, TMCD and certain of its affiliates are seeking the appointment of an examiner for the following Debtors: Tele-Media Company of Tri-States, L.P., CMA Cablevision Associates VII, L.P., CMA Cablevision Associates XI, L.P., TMC Holdings Corporation, Adelphia Company of Western Connecticut, TMC Holdings, LLC, Tele-Media Investment Limited Partnership, L. P., Eastern Virginia Cablevision, L.P., Tele-Media Company of Hopewell Prince George, and Eastern Virginia Cablevision Holdings, LLC (collectively, the "JV Entities"). Among other things, TMCD alleges that management and the Board breached their fiduciary obligations to the creditors and equity holders of those entities. Consequently, TMCD seeks the appointment of an examiner to investigate and make recommendations to the Bankruptcy Court regarding various issues related to such entities.
On April 14, 2005, the Debtors filed a motion with the Bankruptcy Court seeking approval of a global settlement agreement (the "Tele-Media Settlement Agreement") by and among the Debtors and TMCD and certain of its affiliates (the "Tele-Media Parties"), which, among other things: (i) transfers the Tele-Media Parties' ownership interests in the JV Entities to the Debtors, leaving the Debtors 100% ownership of the JV Entities; (ii) requires the Debtors to make a settlement payment to the Tele-Media Parties of $21,650,000; (iii) resolves the above-mentioned examiner motion; (iv) settles two pending avoidance actions brought by the Debtors against certain of the Tele-Media Parties; (v) reconciles 691 separate proofs of claim filed by the Tele-Media Parties, thereby allowing claims worth approximately $5,500,000 and disallowing approximately $1.9 billion of claims; (vi) requires the Tele-Media Parties to make a $912,500 payment to the Debtors related to workers' compensation policies; and (vi) effectuates mutual releases between the Debtors and the Tele-Media Parties. An order approving the Tele-Media Settlement was entered on May 11, 2005.
Creditors' Committee Lawsuit Against Pre-Petition Banks
Pursuant to the Bankruptcy Court order approving the DIP Facility (the "Final DIP Order"), the Company made certain acknowledgments (the "Acknowledgments") with respect to the extent of its indebtedness under the credit facilities, as well as the validity and extent of the liens and claims of the lenders under such facilities. However, given the circumstances surrounding the filing of the Chapter 11
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Cases, the Final DIP Order preserved the Company's right to prosecute, among other things, avoidance actions and claims against the pre-petition lenders and to bring litigation against the pre-petition lenders based on any wrongful conduct. The Final DIP Order also provided that any official committee appointed in the Chapter 11 Cases would have the right to request that it be granted standing by the Bankruptcy Court to challenge the Acknowledgments and to bring claims belonging to the Company and its estates against the pre-petition lenders.
Pursuant to a stipulation among the Company, the Creditors' Committee and the Equity Committee, which is being challenged by certain pre-petition lenders, the Bankruptcy Court granted the Creditors' Committee leave and standing to file and prosecute claims against the pre-petition lenders, on behalf of the Company, and granted the Equity Committee leave to seek to intervene in any such action. This stipulation also preserves the Company's ability to compromise and settle the claims against the pre-petition lenders. By motion dated July 6, 2003, the Creditors' Committee moved for Bankruptcy Court approval of this stipulation and simultaneously filed a complaint (the "Bank Complaint") against the agents and lenders under certain credit facilities, and related entities, asserting, among other things, that these entities knew of, and participated in, the alleged improper actions by certain members of the Rigas Family and the Rigas Family Entities (the "Pre-petition Lender Litigation"). The Company is a nominal plaintiff in this action.
The Bank Complaint contains 52 claims for relief to redress the claimed wrongs and abuse committed by the agents, lenders and other entities. The Bank Complaint seeks to, among other things, (i) recover as fraudulent transfers the principal and interest paid by the Company to the defendants, (ii) avoid as fraudulent obligations the Company's obligations, if any, to repay the defendants, (iii) recover damages for breaches of fiduciary duties to the Company and for aiding and abetting fraud and breaches of fiduciary duties by the Rigas Family, (iv) equitably disallow, subordinate or recharacterize each of the defendants' claims in the Chapter 11 Cases, (v) avoid and recover certain allegedly preferential transfers made to certain defendants, and (vi) recover damages for violations of the Bank Holding Company Act.
Numerous motions seeking to defeat the Pre-petition Lender Litigation were filed by the defendants and the Bankruptcy Court held a hearing on such issues, but the Bankruptcy Court has not issued a ruling yet. The Equity Committee has filed a motion seeking authority to bring additional claims against the pre-petition lenders pursuant to the RICO Act. The Bankruptcy Court heard oral argument on these motions on December 20 and December 21, 2004, but the Bankruptcy Court has not yet ruled on the motions.
Under the Amended Plan, the Company is seeking to compromise and settle, in part, the Pre-petition Lender Litigation, including through the dismissal of certain claims and the release of certain defendants.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Devon Mobile Claim
Pursuant to the Agreement of Limited Partnership of Devon Mobile Communications, L.P., a Delaware limited partnership ("Devon Mobile"), dated as of November 3, 1995 (the "Devon Mobile Limited Partnership Agreement"), the Company owned a 49.9% limited partnership interest in Devon Mobile, which, through its subsidiaries, held licenses to operate regional wireless telephone businesses in several states. Devon Mobile had certain business and contractual relationships with the Company and with former subsidiaries or divisions of the Company which were spun-off as TelCove in January 2002.
In late May 2002, the Company notified Devon G.P., Inc. ("Devon G.P."), the general partner of Devon Mobile, that it would likely terminate certain discretionary operational funding to Devon Mobile. In July 2002, the Company learned that its former subsidiary, TelCove, had elected to terminate certain services it provided to Devon Mobile. On August 19, 2002, Devon Mobile and certain of its subsidiaries
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filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the "Devon Mobile Bankruptcy Court").
On January 17, 2003, the Company filed proofs of claim and interest against Devon Mobile and its subsidiaries for approximately $129,000,000 in respect of debt and equity claims, as well as an additional claim of approximately $35,000,000 relating to the Company's guarantee of certain Devon Mobile obligations (collectively, the "Company Claims"). By order dated October 1, 2003, the Devon Mobile Bankruptcy Court confirmed Devon Mobile's First Amended Joint Plan of Liquidation (the "Devon Plan"). The Devon Plan became effective on October 17, 2003, at which time the Company's limited partnership interest in Devon Mobile was extinguished.
On or about January 8, 2004, Devon Mobile filed proofs of claim in the Chapter 11 Cases in respect of, among other things, certain transfers alleged to be made by Devon Mobile to the Company prior to the commencement of the Chapter 11 Cases (the "Devon Claims"). On June 21, 2004, Devon Mobile commenced an adversary proceeding in the Chapter 11 Cases (the "Devon Adversary Proceeding") through the filing of a complaint (the "Devon Complaint") in respect of the Devon Claims. On August 20, 2004, the Company filed an answer and counterclaim in response to the Devon Complaint denying the allegations made in the Devon Complaint and asserting various counterclaims against Devon Mobile (the "Company Answer"), which encompassed the Company Claims. On November 22, 2004, the Company filed a motion for leave (the "Motion for Leave") to file a third party complaint against Devon G.P. and Lisa-Gaye Shearing Mead, the sole owner and President of Devon G.P. By endorsed order entered January 12, 2005, Judge Robert E. Gerber, the judge presiding over the Chapter 11 Cases and the Devon Adversary Proceeding, granted a recusal request made by counsel to Devon G.P. On January 21, 2005, the Devon Adversary Proceeding was reassigned from Judge Gerber to Judge Cecelia G. Morris. By an order dated April 5, 2005, Judge Morris denied the Motion for Leave. Any recovery of the Company Claims is uncertain at this time. On April 15, 2005, the Company filed a motion for reargument on the Motion for Leave, which remains pending.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
NFHLP Claim
On January 13, 2003, NFHLP and certain of its subsidiaries (the "NFHLP Debtors") filed voluntary petitions to reorganize under Chapter 11 in the United States Bankruptcy Court of the Western District of New York (the "NFHLP Bankruptcy Court") seeking protection under the U. S. bankruptcy laws. Certain of the NFHLP Debtors entered into an agreement dated March 13, 2003 for the sale of certain assets, including the Buffalo Sabres National Hockey League team, and the assumption of certain liabilities. On October 3, 2003, the NFHLP Bankruptcy Court approved the NFHLP joint plan of liquidation. The NFHLP Debtors filed a complaint, dated November 4, 2003, against, among others, Adelphia and the Creditors' Committee seeking to enforce certain prior stipulations and orders of the NFHLP Bankruptcy Court against Adelphia and the Creditors' Committee related to the waiver of Adelphia's right to participate in certain sale proceeds resulting from the sale of assets. Certain of the NFHLP Debtors' pre-petition lenders, which are also defendants in the adversary proceeding, have filed cross-complaints against Adelphia and the Creditors' Committee asking the NFHLP Bankruptcy Court to enjoin Adelphia and the Creditors' Committee from prosecuting their claims against those pre-petition lenders. Proceedings as to the complaint itself have been suspended. With respect to the cross-complaints, motion practice and discovery are proceeding concurrently; no hearing on dispositive motions has been scheduled.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
27
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Preferred Shareholder Litigation
On August 11, 2003, Adelphia initiated an adversary proceeding in the Bankruptcy Court against the holders of Adelphia's preferred stock (the "Preferred Stockholders"), seeking, among other things, to enjoin the Preferred Stockholders from exercising certain purported rights to elect directors to the Board due to Adelphia's failure to pay dividends and alleged breaches of debt-like covenants contained in the Certificates of Designations relating to Adelphia's Preferred Stock. On August 13, 2003, certain of the Preferred Stockholders filed an action against Adelphia in the Delaware Chancery Court seeking a declaratory judgment of their purported right to appoint two directors to the Board (the "Delaware Action"). On August 13, 2003, the Bankruptcy Court granted Adelphia a temporary restraining order, which, among other things, stayed the Delaware Action and temporarily enjoined the Preferred Stockholders from exercising their purported rights to elect directors to the Board. Thereafter, the Delaware Action was withdrawn.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Adelphia's Lawsuit Against Deloitte
Adelphia sued Deloitte & Touche LLP ("Deloitte"), Adelphia's former independent auditors, on November 6, 2002 in the Court of Common Pleas for Philadelphia County seeking damages for Deloitte's role in the Rigas Family's alleged misappropriation of funds from the Company. The complaint brings causes of action for professional negligence, breach of contract, aiding and abetting breach of fiduciary duty, fraud, negligent misrepresentation and contribution. The complaint alleges, among other things, that Deloitte knew of at least aspects of the alleged misappropriation and misconduct of the Rigas Family, and that other alleged acts of self-dealing and misappropriation by the Rigas Family were readily apparent to Deloitte from the books and records that Deloitte reviewed and to which it had access. The complaint alleges that, in either case, Deloitte had a duty to report the Rigas Family's alleged misconduct to those who could have acted to stop the Rigas Family, but Deloitte did not do so. The complaint seeks damages of an unspecified amount.
Deloitte filed preliminary objections to the complaint, which were overruled by the court by order dated June 11, 2003.
On September 15, 2003, Deloitte filed an answer, a new matter, and various counterclaims in response to the complaint. In its counterclaims, Deloitte asserted causes of action against Adelphia for breach of contract, fraud, negligent misrepresentation and contribution. Also on September 15, 2003, Deloitte filed a related complaint naming as additional defendants John J. Rigas, Timothy J. Rigas, Michael J. Rigas and James P. Rigas. In this complaint, Deloitte alleged causes of action for fraud, negligent misrepresentation and contribution. On January 9, 2004, Adelphia answered Deloitte's counterclaims. Deloitte moved to stay discovery in this action until completion of the criminal action against John J. Rigas, Timothy J. Rigas, Michael J. Rigas and Michael C. Mulcahey, which Adelphia opposed. Following this motion, discovery was effectively stayed for 60 days but has now commenced. Deloitte and Adelphia have exchanged documents and have begun deposition discovery. On January 10, 2005, the court signed a scheduling order stating, among other deadlines, that (i) all discovery in the case is to be completed by June 6, 2005, (ii) pre-trial motions are to be filed by July 5, 2005 and (iii) the court expects the case to be ready for trial by October 3, 2005.
The Company cannot predict the outcome of these legal proceedings or estimate the possible effects on the financial condition or results of operations of the Company.
Series E Preferred Stock Motion
On October 29, 2004, Adelphia filed a motion to postpone the conversion of Adelphia's Series E Preferred Stock into shares of Class A Common Stock from November 15, 2004 to February 1, 2005, to the
28
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
extent such conversion was not already stayed by the Debtors' bankruptcy filing, in order to protect the Debtors' NOL carryovers. The motion was heard on November 10, 2004, and on November 18, 2004, the Bankruptcy Court entered an order approving the postponement effective November 14, 2004.
Adelphia has entered into several stipulations postponing, to the extent applicable, the conversion date of both the Series E Preferred Stock and the Series F Preferred Stock, with the latest postponement being until June 8, 2005.
Other
The Company is subject to various other legal proceedings and claims which arise in the ordinary course of business. Management believes, based on information currently available, that the amount of ultimate liability with respect to any of these actions will not materially affect the Company's financial position or results of operations.
Note 9. Additional information
Reclassification
Certain amounts for the thirty-four months ended April 30, 2005 have been reclassified to conform with the April 30, 2005 monthly presentation.
Dispositions
As more fully described in Note 6, in April 2004, the Company transferred the economic risks and benefits of certain assets which provide CLEC telecommunication services to TelCove. Accordingly, the Company presented such CLEC assets as discontinued operations beginning in April 2004.
In November 2004, the Company entered into an asset purchase agreement to sell its security business for approximately $38,000,000. Pursuant to the bidding procedures order filed with the Bankruptcy Court on November 22, 2004, qualified bidders had the opportunity to submit higher or otherwise better offers with a bid deadline of January 17, 2005. The Company received a qualified bid and conducted an auction for the sale of the security business on January 21, 2005. The winning bid was approximately $42,750,000, subject to adjustment, based primarily on the final contractual recurring monthly revenue of the security business and a working capital adjustment. This agreement was approved by the Bankruptcy Court on January 28, 2005. The transaction closed on February 28, 2005 for a preliminary purchase price of $40,200,000, subject to final adjustment.
Change in Useful Life
In March 2004, effective January 1, 2004, the Company changed the useful life used to calculate the depreciation of converter boxes from five years to four years due to the introduction of advanced set-top boxes which provide high definition and digital video recording capabilities.
Cash and cash equivalents
Cash equivalents consist primarily of money market funds and United States ("U.S.") government obligations with maturities of three months or less when purchased. The carrying amounts of cash equivalents approximate their fair values.
Restricted cash
Restricted cash is primarily comprised of: (i) amounts that are collateralized on letters of credit outstanding under the Second Extended DIP Facility in connection with the consummation of certain asset sales (ii) cash receipts from customers that were placed in trust as a result of a dispute arising from the acquisition of a cable system, (iii) amounts that are required to be used to fund mandatory prepayments of
29
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
principal on the Second Extended DIP Facility in connection with the consummation of certain asset sales and (iv) amounts that are required to be used to pay worker's compensation expenses.
| | April 30, 2005
|
---|
| | (amounts in thousands)
|
---|
Current restricted cash: | | | |
| Collateralization of letters of credit | | $ | 23,461 |
| Reduction events | | | 1,824 |
| Other | | | 48 |
| |
|
| | Current restricted cash | | $ | 25,333 |
| |
|
Noncurrent restricted cash: | | | |
| Other | | | 3,092 |
| |
|
| | Noncurrent restricted cash | | $ | 3,092 |
| |
|
Accounts receivable
Accounts receivable are reflected net of an allowance for doubtful accounts. Such allowance was $18,003,000 at April 30, 2005.
Accounts payable, accrued liabilities and other liabilities
To the Company's knowledge, all undisputed post-petition trade payables are current and all premiums for insurance policies, including all workers' compensation and disability insurance policies, required to be paid are fully paid as of April 30, 2005.
Preferred stock
Contractual dividends applicable to the Company's preferred stock were $10,010,000 and $340,354,000 for the respective one and thirty-four months ended April 30, 2005.
Basic and diluted loss per weighted average share of common stock
Basic 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 loss per common share is equal to basic net loss per common share because the Company's convertible preferred stock and outstanding stock options do not have a dilutive effect for the periods presented. In the future, however, the convertible preferred stock and outstanding stock options could have a dilutive effect on earnings per share.
Supplemental cash flow information
Cash payments for interest were $41,416,000 and $1,125,036,000 for the one and thirty-four month periods ended April 30, 2005, respectively. Included in these amounts are cash payments made by the Company of $16,571,000 and $468,719,000 for the one and thirty-four month periods ended April 30, 2005, respectively, for interest on the co-borrowing credit facilities attributable to the Rigas Family Entities.
Key Employee Retention Programs
On September 21, 2004, the Bankruptcy Court entered orders authorizing the Debtors to implement and adopt the continuity program that consists of two distinct programs (i) the Adelphia Communications Corporation Key Employee Continuity Program (as amended, the "Stay Plan") and (ii) the Adelphia Communications Corporation Sale Bonus Program (as amended, the "Sale Plan" and, together with the Stay Plan, the "Continuity Program"), which are each designed to motivate certain employees to
30
ADELPHIA COMMUNICATIONS CORPORATION, et. al.
(DEBTORS-IN-POSSESSION)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
remain with the Debtors. In addition, the order authorized certain amendments to the Adelphia Performance Retention Plan ("PRP Amendments"), the Amended and Restated Severance Program and certain formal employment agreements. With respect to the Stay Plan and the Sale Plan, in the event that (i) a Change in Control (as defined in the Stay Plan and the Sale Plan) occurs and (ii) all of the bonuses under both the Stay Plan and the Sale Plan are payable, the total cost of the Continuity Program could reach approximately $30,800,000 (including approximately $9,800,000 payable under the Stay Plan, $18,000,000 payable under the Sale Plan, and a $3,000,000 pool from which the CEO of Adelphia may grant additional bonuses). On April 20, 2005, the Bankruptcy Court approved a motion which, among other things, implemented certain compensation measures for Executive Vice Presidents ("EVPs"), including the authority to (i) increase EVPs' base pay, (ii) increase the Short Term Incentive Plan opportunity for the General Counsel, (iii) adopt a Key Employee Retention Plan for EVPs, and (iv) apply the PRP Amendments to the EVPs.
Statistical Information
The table below provides information on the number of basic customers, digital customers and high speed internet customers as of April 30, 2005 and March 31, 2005.
| | Filing Entities
| | Brazil
| | Managed Cable Entities
| | Century/ML Cable and St. Marys
| | Total
|
---|
April 30, 2005: | | | | | | | | | | |
Basic customers | | 4,747,126 | | 53,424 | | 226,606 | | 143,144 | | 5,170,300 |
Digital customers | | 1,888,494 | | — | | 88,163 | | 67,362 | | 2,044,019 |
High speed internet customers | | 1,426,547 | | 5,339 | | 81,347 | | 10,217 | | 1,523,450 |
| |
| |
| |
| |
| |
|
Total revenue generating units | | 8,062,167 | | 58,763 | | 396,116 | | 220,723 | | 8,737,769 |
| |
| |
| |
| |
| |
|
March 31, 2005: | | | | | | | | | | |
Basic customers | | 4,753,306 | | 53,237 | | 226,922 | | 143,121 | | 5,176,586 |
Digital customers | | 1,870,545 | | — | | 87,051 | | 67,431 | | 2,025,027 |
High speed internet customers | | 1,396,688 | | 4,876 | | 80,113 | | 9,229 | | 1,490,906 |
| |
| |
| |
| |
| |
|
Total revenue generating units | | 8,020,539 | | 58,113 | | 394,086 | | 219,781 | | 8,692,519 |
| |
| |
| |
| |
| |
|
Note 11. Bankruptcy Court Reporting Schedules
The Bankruptcy Court reporting schedules included in this report beginning on page 32 are for the period from April 1 through April 30, 2005 and have been prepared for the purpose of filing with the Bankruptcy Court and are not required by GAAP. The accompanying Bankruptcy Court reporting schedules, as with all other information contained herein, have been obtained from the books and records of the Company and are unaudited.
31
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Summary
| | For the Month Ended April 30, 2005
| | Reference
|
---|
Gross wages paid | | $ | 75,538,825 | | Schedule I |
Employee payroll taxes withheld | | | 16,092,550 | | Schedule I |
Employer payroll taxes due | | | 5,488,716 | | Schedule I |
Payroll taxes paid* | | | 12,491,161 | | Schedule II* |
Sales and other taxes due | | | 7,071,099 | | Schedule III |
Gross taxable sales | | | 86,794,636 | | Schedule III |
Real estate and personal property taxes paid | | | 2,137,901 | | Schedule IV |
Sales and other taxes paid | | | 6,650,654 | | Schedule V |
Cash disbursements | | | 354,703,314 | | Schedule VI |
Insurance coverage | | | N/A | | Schedule VII |
- *
- The amount reported above for payroll taxes paid is based upon the date paid and not the date due.
32
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Schedule I
Court Reporting schedules for Payroll and Payroll Taxes
for the Month Ended April 30, 2005
Week Ending Date
| | Gross Wages Paid
| | Employee Payroll Taxes Withheld
| | Employer Taxes Due
|
---|
01-Apr-05 | | $ | 29,945,504 | * | $ | 5,178,530 | | $ | 1,826,085 |
15-Apr-05 | | $ | 22,979,617 | | $ | 5,562,159 | | $ | 1,857,060 |
22-Apr-05 | | $ | 22,613,704 | | $ | 5,351,861 | | $ | 1,805,571 |
| |
| |
| |
|
Total | | $ | 75,538,825 | | $ | 16,092,550 | | $ | 5,488,716 |
| |
| |
| |
|
- *
- Includes $7,936,940 which relates to March 2005.
33
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Payroll Taxes Paid
for the Month Ended April 30, 2005
Payee
| | Payroll Taxes Paid
| | Payment Date
|
---|
INTERNAL REVENUE SERVICE | | $ | 5,604,605 | | 4/4/2005 |
MAINE REVENUE SERVICE | | | 272 | | 4/4/2005 |
MISSOURI DEPARTMENT OF R | | | 374 | | 4/4/2005 |
NEBRASKA DEPARTMENT OF REVENUE | | | 21 | | 4/4/2005 |
STATE OF ALABAMA | | | 4,338 | | 4/4/2005 |
STATE OF ARIZONA | | | 2,578 | | 4/4/2005 |
STATE OF CALIFORNIA | | | 166,485 | | 4/4/2005 |
STATE OF COLORADO | | | 85,231 | | 4/4/2005 |
STATE OF CONNECTICUT | | | 11,429 | | 4/4/2005 |
STATE OF GEORGIA | | | 6,967 | | 4/4/2005 |
STATE OF IDAHO | | | 4,267 | | 4/4/2005 |
STATE OF INDIANA | | | 865 | | 4/4/2005 |
STATE OF KANSAS | | | 350 | | 4/4/2005 |
STATE OF KENTUCKY | | | 18,805 | | 4/4/2005 |
STATE OF MAINE | | | 21,590 | | 4/4/2005 |
STATE OF MARYLAND | | | 13,533 | | 4/4/2005 |
STATE OF MASSACHUSETTS | | | 26,625 | | 4/4/2005 |
STATE OF NEW YORK | | | 101,696 | | 4/4/2005 |
STATE OF NORTH CAROLINA | | | 12,085 | | 4/4/2005 |
STATE OF OHIO | | | 71,654 | | 4/4/2005 |
STATE OF OKLAHOMA | | | 251 | | 4/4/2005 |
STATE OF PENNSYLVANIA | | | 85,958 | | 4/4/2005 |
STATE OF SOUTH CAROLINA | | | 2,753 | | 4/4/2005 |
STATE OF VERMONT | | | 14,602 | | 4/5/2005 |
STATE OF VIRGINIA | | | 54,696 | | 4/6/2005 |
VILLAGE OF GREENWOOD | | | 290 | | 4/5/2005 |
VIRGINIA | | | 654 | | 4/6/2005 |
BUREAU OF EMPLOYMENT PROGRAMS | | | 29,878 | | 4/11/2005 |
BUREAU OF EMPLOYMENT SERVICES | | | 339,032 | | 4/11/2005 |
CASHIER-TEXAS WORKFORCE COMMISS | | | 1,373 | | 4/11/2005 |
DEPARTMENT OF ECONOMIC SECURITY | | | 2,780 | | 4/11/2005 |
DEPARTMENT OF EMPLOYMENT | | | 8,670 | | 4/11/2005 |
DEPARTMENT OF EMPLOYMENT SECURI | | | 7,968 | | 4/11/2005 |
DEPARTMENT OF HUMAN RESOURCES | | | 1,074 | | 4/11/2005 |
DEPARTMENT OF INDUSTRIAL RELATI | | | 9,788 | | 4/11/2005 |
DEPARTMENT OF LABOR | | | 152,926 | | 4/11/2005 |
DEPARTMENT OF LABOR & EMPLOYMEN | | | 186,811 | | 4/11/2005 |
DEPARTMENT OF WORKFORCE DEVELOP | | | 1,806 | | 4/11/2005 |
DIVISION OF UNEMPLOYMENT INSURA | | | 52,114 | | 4/11/2005 |
EMPLOYMENT RESOURCES DIVISION | | | — | | 4/11/2005 |
EMPLOYMENT SECURITY COMMISSION | | | 29,357 | | 4/11/2005 |
EMPLOYMENT SECURITY DEPARTMENT | | | 7,131 | | 4/11/2005 |
34
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Payroll Taxes Paid
for the Month Ended April 30, 2005
Payee
| | Payroll Taxes Paid
| | Payment Date
|
---|
INDIANA DEPARTMENT OF WORKFORCE | | 4,299 | | 4/11/2005 |
MASSACHUSETTS DIVISION OF | | 170,719 | | 4/11/2005 |
MONTANA DEPARTMENT OF LABOR | | 927 | | 4/11/2005 |
NEW HAMPSHIRE DEPARTMENT OF EMP | | 23,211 | | 4/11/2005 |
NYS UNEMPLOYMENT INSURANCE | | 597,649 | | 4/11/2005 |
OFFICE OF UNEMPLOYMENT INS | | 45,181 | | 4/11/2005 |
STATE OF NEVADA | | 519 | | 4/11/2005 |
STATE OF UTAH | | 61 | | 4/11/2005 |
VERMONT DEPARTMENT OF | | 69,245 | | 4/11/2005 |
VIRGINA EMPLOYMENT COMMISSION | | 135,364 | | 4/11/2005 |
METROPOLITAN LIFE INS CO | | 183,816 | | 4/12/2005 |
COMMUNICATION WORKERS OF | | 5,730 | | 4/13/2005 |
COMMUNICATION WORKERS OF | | 876 | | 4/15/2005 |
STATE OF ARIZONA | | 2,955 | | 4/18/2005 |
STATE OF CALIFORNIA | | 202,615 | | 4/18/2005 |
STATE OF COLORADO | | 64,071 | | 4/18/2005 |
STATE OF CONNECTICUT | | 12,245 | | 4/18/2005 |
STATE OF GEORGIA | | 8,491 | | 4/18/2005 |
STATE OF IDAHO | | 4,607 | | 4/18/2005 |
STATE OF INDIANA | | 837 | | 4/18/2005 |
STATE OF KANSAS | | 347 | | 4/18/2005 |
STATE OF KENTUCKY | | 19,608 | | 4/18/2005 |
STATE OF MAINE | | 22,114 | | 4/18/2005 |
STATE OF MARYLAND | | 16,890 | | 4/18/2005 |
STATE OF MASSACHUSETTS | | 27,849 | | 4/18/2005 |
STATE OF NEW YORK | | 114,587 | | 4/18/2005 |
STATE OF NORTH CAROLINA | | 14,906 | | 4/18/2005 |
STATE OF OHIO | | 77,102 | | 4/18/2005 |
STATE OF OKLAHOMA | | 451 | | 4/18/2005 |
STATE OF PENNSYLVANIA | | 90,684 | | 4/18/2005 |
STATE OF SOUTH CAROLINA | | 3,493 | | 4/18/2005 |
STATE OF VERMONT | | 17,853 | | 4/18/2005 |
STATE OF VIRGINIA | | 61,965 | | 4/18/2005 |
ADAMS COUNTY EIT AGENCY | | 350 | | 4/20/2005 |
ALTOONA AREA SCHOOL DISTRICT | | 50 | | 4/20/2005 |
BEDFORD COUNTY TAX SERVICE | | 70 | | 4/20/2005 |
BERKHEIMER ASSOCIATES | | 1,609 | | 4/20/2005 |
BOROUGH OF ROCHESTER | | 156 | | 4/20/2005 |
BOROUGH OF TYRONE | | 100 | | 4/20/2005 |
CENTRAL TAX BUREAU OF PA | | 716 | | 4/20/2005 |
CITY OF LOCK HAVEN | | 416 | | 4/20/2005 |
CITY TREASURER | | 980 | | 4/20/2005 |
35
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Payroll Taxes Paid
for the Month Ended April 30, 2005
Payee
| | Payroll Taxes Paid
| | Payment Date
|
---|
CLARION WAGE TAX OFFICE | | 572 | | 4/20/2005 |
CLEARFIELD CO MUNICIPALITY | | 10 | | 4/20/2005 |
EARNED INCOME TAX | | 10 | | 4/20/2005 |
EAST CARROLL TOWNSHIP | | 320 | | 4/20/2005 |
EMPLOYMENT RESOURCES DIVISION | | 350 | | 4/20/2005 |
HARBORCREEK TOWNSHIP | | 440 | | 4/20/2005 |
JOHN LOHMAN | | 60 | | 4/20/2005 |
JORDAN TAX SERVICE INC | | 920 | | 4/20/2005 |
JOSEPH M DOUGHERTY | | 75 | | 4/20/2005 |
JUDITH MUSICK | | 70 | | 4/20/2005 |
KAREN BROWN BOROUGH SECRETARY | | 55 | | 4/20/2005 |
KARL F KILDUFF MANAGER | | 30 | | 4/20/2005 |
LAUREL MOUNTAIN TAX COLLECTIONS | | 110 | | 4/20/2005 |
MIFFCO TAX SERVICE | | 405 | | 4/20/2005 |
MONROEVILLE BOROUGH | | 296 | | 4/20/2005 |
SHERRY IVERSON | | 250 | | 4/20/2005 |
STATE COLLEGE BOROUGH TAX OFFIC | | 3,016 | | 4/20/2005 |
SUSAN L. MICHELL TAX COLLECTOR | | 210 | | 4/20/2005 |
BERKHEIMER ASSOCIATES | | 80 | | 4/22/2005 |
CENTRAL TAX BUREAU OF P | | 12,180 | | 4/25/2005 |
COMMUNICATION WORKERS OF | | 878 | | 4/27/2005 |
INTERNAL REVENUE SERVICE | | 717,534 | | 4/29/2005 |
STATE OF CALIFORNIA | | 1,053,948 | | 4/29/2005 |
STATE OF FLORIDA | | 540,063 | | 4/29/2005 |
STATE OF PENNSYLVANIA | | 1,009,883 | | 4/29/2005 |
| |
| | |
TOTALS | | 12,491,161 | | |
| |
| | |
36
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Sales and Other Taxes Due
| | Gross Taxable Sales
|
---|
BOARD OF EQUALIZATION | | $ | 118 | | $ | A |
CITY OF ALBION | | | 358 | | | 7,165 |
COMPTROLLER OF MARYLAND | | | 318 | | | 6,359 |
CITY OF BALDWIN PARK | | | 5,074 | | | 169,123 |
CITY OF BEAUMONT | | | 3,530 | | | 117,680 |
TOWN OF BLACKSBURG | | | 18,941 | | | 189,414 |
CITY OF BRAWLEY | | | 8,378 | | | 209,459 |
CITY OF CHARLOTTESVILLE | | | 55,010 | | | 550,104 |
CITY OF COLTON | | | 10,593 | | | 191,303 |
STATE OF NEW HAMPSHIRE | | | 1,166 | | | 16,661 |
FLORIDA DEPARTMENT OF REVENUE | | | 3,481,420 | | | 24,802,583 |
BOARD OF EQUALIZATION | | | 6 | | | 96 |
INTERNAL REVENUE SERVICE | | | 35,265 | | | 1,175,637 |
CITY OF FONTANA | | | 177 | | | 3,540 |
GEORGIA DEPARTMENT OF REVENUE | | | 17,061 | | | 260,421 |
COMMISSIONER OF REVENUE SERVICES | | | 298,891 | | | 5,693,146 |
CITY OF ASOTIN | | | — | | | 2 |
CITY OF BELLEVUE | | | 1 | | | 9 |
CITY OF BOTHELL | | | 1 | | | 23 |
CITY OF COLFAX | | | 1 | | | 22 |
CITY OF KALAMA | | | 3 | | | 52 |
CITY OF KIRKLAND | | | — | | | 7 |
CITY OF LEAVENWORTH | | | — | | | 1 |
CITY OF LONGVIEW | | | 65 | | | 1,082 |
CITY OF OLYMPIA | | | — | | | 3 |
CITY OF PALOUSE | | | — | | | 6 |
CITY OF PULLMAN | | | 13 | | | 158 |
CITY OF SEATTLE | | | — | | | 4 |
CITY OF SPOKANE | | | 1 | | | 13 |
CITY OF TACOMA | | | — | | | 1 |
CITY OF TOPPENISH | | | — | | | 2 |
CITY OF VANCOUVER | | | 3 | | | 42 |
CITY OF WENATCHEE | | | — | | | 7 |
CITY OF WOODLAND | | | 2 | | | 33 |
DES MOINES | | | — | | | — |
NYS ESTIMATED CORPORATION TAX | | | 61 | | | 16,124 |
NYS ESTIMATED CORPORATION TAX | | | 1,410 | | | 56,387 |
CITY OF HERMOSA BEACH | | | 21,669 | | | 361,154 |
CITY OF HOLTVILLE | | | 2,083 | | | 41,666 |
37
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Sales and Other Taxes Due
| | Gross Taxable Sales
|
---|
IDAHO STATE TAX COMMISSION | | 5,745 | | 89,976 |
INDIANA DEPARTMENT OF REVENUE | | 38,316 | | 638,610 |
KANSAS DEPT. OF REVENUE | | 16,843 | | 223,080 |
CITY OF KELSO | | 6,666 | | 111,107 |
CITY OF LA HABRA | | 26,738 | | 445,625 |
CITY OF LONGVIEW | | 22,543 | | 375,711 |
MAINE REVENUE SERVICES | | 5,604 | | 112,074 |
MAINE REVENUE SERVICES | | 278,811 | | 5,576,236 |
MISSISSIPPI STATE TAX COMMISSION | | 38,929 | | 556,120 |
MISSISSIPPI STATE TAX COMMISSION | | 1,571 | | 22,450 |
COUNTY OF MONTGOMERY | | 8,361 | | 83,605 |
CITY OF MORENO VALLEY | | 64,707 | | 1,078,455 |
TOWN OF MT CRESTED BUTTE | | 1,263 | | 28,072 |
NC DEPARTMENT OF REVENUE | | 19,927 | | 246,046 |
NJ DIVISION OF TAXATION | | 453 | | 7,557 |
NYS SALES TAX PROCESSING | | 10,359 | | 151,390 |
STATE OF NEW HAMPSHIRE | | 110,445 | | 1,577,803 |
TREASURER STATE OF OHIO | | 188,752 | | 2,532,774 |
OKLAHOMA TAX COMMISSION | | 481 | | 16,768 |
PA DEPT. OF REVENUE | | 7,917 | | 158,333 |
PA DEPARTMENT OF REVENUE | | 239,053 | | 4,321,044 |
CITY OF PALOUSE | | 531 | | 7,586 |
CITY OF PETERSBURG | | 19,442 | | 97,211 |
CITY OF PICO RIVERA | | 12,477 | | 249,536 |
CITY OF PLACENTIA | | 15,982 | | 456,632 |
CITY OF PORT HUENEME | | 10,828 | | 270,692 |
CITY OF REDONDO BEACH | | 46,306 | | 974,871 |
BANK OF AMERICA | | 309 | | 16,691 |
CA TELECONNECT FUND | | 27 | | — |
CCHCF-A | | 25 | | — |
CHCF-B | | 406 | | — |
ID USF | | 19 | | — |
NECA PAUSF | | 1,182 | | — |
NECA VUSF | | 190 | | 14,974 |
PSU | | 232 | | — |
CITY OF RIALTO | | 40,220 | | 502,747 |
BOARD OF EQUALIZATION | | 75 | | 946 |
CITY OF COLORADO SPRINGS | | 127 | | 5,064 |
COLORADO DEPT. OF REVENUE | | 535 | | 32,143 |
COMMISSIONER OF REVENUE SERVICES | | 359,285 | | 5,988,091 |
38
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Sales and Other Taxes Due
| | Gross Taxable Sales
|
---|
COMMONWEALTH OF MASSACHUSETTS | | 11,140 | | 222,815 |
COMPTROLLER OF MARYLAND | | 21,346 | | 426,897 |
FLORIDA DEPARTMENT OF REVENUE | | 147,613 | | 2,289,841 |
KENTUCKY REVENUE CABINET | | 3,830 | | 63,841 |
STATE OF MICHIGAN | | 82 | | 1,371 |
VERMONT DEPARTMENT OF TAXES | | 360,758 | | 6,012,648 |
VIRGINIA DEPARTMENT OF TAXATION | | 14,754 | | 295,042 |
WYOMING DEPARTMENT OF REVENUE | | 92 | | 1,836 |
CITY OF ENGLEWOOD | | 39 | | 1,118 |
COLORADO DEPT. OF REVENUE | | 3,133 | | 85,830 |
STATE TAX DEPARTMENT | | 329,325 | | 5,488,729 |
VERMONT DEPARTMENT OF TAXES | | 902 | | 15,038 |
CITY OF SAN BERNARDINO | | 65,743 | | 829,045 |
CITY OF SAN BUENAVENTURA | | 35,935 | | 718,704 |
CITY OF SANTA MONICA | | 160,216 | | 1,602,160 |
ASHLAND INDEPENDENT BOARD OF EDUCATION | | 11,597 | | 386,574 |
BATH COUNTY SCHOOL DISTRICT | | 1,869 | | 62,314 |
BEREA COUNTY SCHOOL DISTRICT | | 3,332 | | 111,052 |
BOURBON COUNTY SCHOOL DISTRICT | | 922 | | 30,726 |
BOYD COUNTY SCHOOL DISTRICT | | 3,450 | | 115,015 |
BOYLE COUNTY SCHOOL DISTRICT | | 1,530 | | 51,000 |
BREATHITT COUNTY SCHOOL DISTRICT | | 1,034 | | 34,464 |
BRECKINRIDGE COUNTY BOARD OF EDUCATION | | 645 | | 21,516 |
BURGIN INDEPENDENT BOARD OF EDUCATION | | 315 | | 10,493 |
BUTLER COUNTY SCHOOL DISTRICT | | 49 | | 1,632 |
CARTER COUNTY SCHOOL DISTRICT | | 2,540 | | 84,654 |
CLOVERPORT INDEPENDENT SCHOOL DISTRICT | | 227 | | 7,570 |
DANVILLE INDEPENDENT SCHOOL DISTRICT | | 4,534 | | 151,146 |
DAVIESS COUNTY BOARD OF EDUCATION | | 16,931 | | 564,384 |
DAVIESS COUNTY SCHOOL DISTRICT | | 188 | | 6,259 |
ELLIOT COUNTY SCHOOL DISTRICT | | 234 | | 7,785 |
FRANKLIN COUNTY SCHOOL DISTRICT | | 109 | | 3,621 |
GARRARD COUNTY SCHOOL DISTRICT | | 1,439 | | 47,966 |
HANCOCK COUNTY BOARD OF EDUCATION | | 697 | | 23,249 |
HARLAN COUNTY SCHOOL DISTRICT | | 255 | | 8,493 |
HARRISON COUNTY SCHOOL DISTRICT | | 2,760 | | 92,012 |
HARRODSBURG INDEPENDENT BOARD OF EDUCATION | | 2,640 | | 88,000 |
HENDERSON COUNTY BOARD OF EDUCATION | | 2,402 | | 80,069 |
JACKSON INDEPENDENT SCHOOLS | | 557 | | 18,570 |
JESSAMINE COUNTY BOARD OF EDUCATION | | 7,675 | | 255,827 |
39
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Sales and Other Taxes Due
| | Gross Taxable Sales
|
---|
LAUREL COUNTY SCHOOL DISTRICT | | 15,572 | | 519,055 |
LEE COUNTY SCHOOL DISTRICT | | 1,018 | | 33,918 |
LESLIE COUNTY SCHOOL DISTRICT | | 1,015 | | 33,826 |
LETCHER COUNTY BOARD OF EDUCATION | | 796 | | 26,525 |
LEWIS COUNTY BOARD OF EDUCATION | | 906 | | 36,222 |
LEWIS COUNTY SCHOOL DISTRICT | | 465 | | 18,617 |
LINCOLN COUNTY BOARD OF EDUCATION | | 1,263 | | 42,095 |
LOGAN COUNTY SCHOOL DISTRICT | | 31 | | 1,035 |
MADISON COUNTY SCHOOL DISTRICT | | 26,166 | | 872,190 |
MARION COUNTY BOARD OF EDUCATION | | 4,298 | | 143,263 |
MCLEAN COUNTY SCHOOL DISTRICT | | 669 | | 22,318 |
MENIFEE COUNTY SCHOOL DISTRICT | | 401 | | 13,381 |
MERCER COUNTY SCHOOL DISTRICT | | 1,768 | | 58,941 |
MORGAN COUNTY SCHOOL DISTRICT | | 983 | | 32,766 |
NELSON COUNTY BOARD OF EDUCATION | | 1,431 | | 47,712 |
NICHOLAS COUNTY SCHOOL DISTRICT | | 989 | | 32,960 |
OHIO COUNTY SCHOOL DISTRICT | | 18 | | 610 |
OWENSBORO BOARD OF EDUCATION | | 11,923 | | 397,440 |
OWSLEY COUNTY BOARD OF EDUCATION | | 393 | | 13,099 |
PARIS INDEPENDENT SCHOOL DISTRICT | | 4,265 | | 142,160 |
PERRY COUNTY SCHOOL DISTRICT | | 274 | | 9,126 |
POWELL COUNTY SCHOOL DISTRICT | | 1,710 | | 56,998 |
ROCKCASTLE COUNTY SCHOOL DISTRICT | | 1,310 | | 43,668 |
RUSSELL INDEPENDENT SCHOOL DISTRICT | | 6,952 | | 231,729 |
SCOTT COUNTY SCHOOL DISTRICT | | 10,915 | | 363,840 |
UNION COUNTY SCHOOL DISTRICT | | 3,034 | | 101,135 |
WASHINGTON COUNTY BOARD OF EDUCATION | | 1,367 | | 45,555 |
WEBSTER COUNTY BOARD OF EDUCATION | | 657 | | 21,907 |
WOLFE COUNTY SCHOOL DISTRICT | | 546 | | 18,193 |
WOODFORD COUNTY BOARD OF EDUCATION | | 6,850 | | 228,339 |
TOWN OF SOUTH BOSTON | | 4,602 | | 46,023 |
SOUTH CAROLINA DEPT. OF REVENUE | | 55,638 | | 787,246 |
TN DEPARTMENT OF REVENUE | | 67,516 | | 683,701 |
COMPTROLLER OF PUBLIC ACCOUNTS | | — | | 15 |
ARIZONA DEPARTMENT OF REVENUE | | 18 | | 205 |
ALABAMA DEPT. OF REVENUE | | 197 | | 3,285 |
CITY O F MONTEREY | | — | | 3 |
CITY OF ALAHAMBRA | | 2 | | 50 |
CITY OF ARCADIA | | 7 | | 134 |
CITY OF BALDWIN PARK | | 4 | | 147 |
40
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Sales and Other Taxes Due
| | Gross Taxable Sales
|
---|
CITY OF BRAWLEY | | 2 | | 51 |
CITY OF BURBANK | | 3 | | 42 |
CITY OF CALABASAS | | — | | 6 |
CITY OF CLAREMONT | | 17 | | 301 |
CITY OF COLTON | | 5 | | 137 |
CITY OF COMPTON | | — | | 1 |
CITY OF CULVER CITY | | 12 | | 106 |
CITY OF DESERT HOT SPRINGS | | 3 | | 55 |
CITY OF EL MONTE | | 2 | | 24 |
CITY OF ELK GROVE | | — | | 12 |
CITY OF FONTANA | | — | | 3 |
CITY OF GARDENA | | — | | 7 |
CITY OF GLENDALE | | 1 | | 20 |
CITY OF HAWTHORNE | | 1 | | 12 |
CITY OF HOLTVILLE | | — | | 7 |
CITY OF HUNTINGTON BEACH | | 1 | | 12 |
CITY OF INDIO | | — | | 1 |
CITY OF INGLEWOOD | | 3 | | 33 |
CITY OF IRVINE | | — | | 2 |
CITY OF LA HABRA | | 28 | | 460 |
CITY OF LA VERNE | | — | | 1 |
CITY OF LONG BEACH | | 7 | | 142 |
CITY OF LOS ANGELES | | 465 | | 4,644 |
CITY OF MAMMOTH LAKE | | — | | — |
CITY OF MORENO VALLEY | | 27 | | 446 |
CITY OF NORWALK | | 2 | | 42 |
CITY OF OAKLAND | | — | | — |
CITY OF PALM SPRINGS | | — | | 6 |
CITY OF PASADENA | | 3 | | 36 |
CITY OF PICO RIVERA | | 6 | | 127 |
CITY OF PLACENTIA | | 5 | | 152 |
CITY OF PORT HUENEME | | — | | 4 |
CITY OF PORTERVILLE | | — | | 7 |
CITY OF REDONDO BEACH | | 52 | | 1,090 |
CITY OF RIALTO | | 11 | | 133 |
CITY OF RIVERSIDE | | 2 | | 34 |
CITY OF SALINAS | | 1 | | 10 |
CITY OF SAN BERNARDINO | | 5 | | 58 |
CITY OF SAN FRANCISCO | | — | | 1 |
CITY OF SAN GABRIEL | | — | | — |
41
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Sales and Other Taxes Due
| | Gross Taxable Sales
|
---|
CITY OF SANTA ANA | | | 14 | | | 227 |
CITY OF SANTA BARBARA | | | — | | | 6 |
CITY OF SANTA CRUZ | | | 6 | | | 80 |
CITY OF SANTA MONICA | | | 147 | | | 1,472 |
CITY OF SANTA ROSA | | | — | | | 3 |
CITY OF SEAL BEACH | | | 15 | | | 134 |
CITY OF SIERRA MADRE | | | 2 | | | 41 |
CITY OF TORRANCE | | | — | | | 7 |
CITY OF VENTURA | | | 8 | | | 152 |
CITY OF WESTMINISTER | | | — | | | 2 |
CITY OF WHITTIER | | | 6 | | | 115 |
COUNTY OF LOS ANGELES | | | 121 | | | 2,417 |
WASHINGTON DEPT. OF REVENUE | | | 4,264 | | | 56,083 |
CITY OF WAYNESBORO | | | 28,442 | | | 284,418 |
CITY OF WINCHESTER | | | 15,301 | | | 153,007 |
| |
| |
|
Total | | $ | 7,071,099 | | $ | 86,794,636 |
| |
| |
|
Note (A): The 911 surcharge is based upon the number of phone lines and not as a function of gross taxable sales.
42
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended April 30, 2005
Payee
| | Amount Paid
| | Check Date
|
---|
200 MINUTEMAN LIMITED | | $ | 7,467 | | 04/12/05 |
ALLEGANY TOWNSHIP | | | 552 | | 04/25/05 |
AQUINNAH TOWN | | | 363 | | 04/30/05 |
ARCHBALD BOROUGH | | | 207 | | 04/13/05 |
AVAYA FINANCIAL SERVICES | | | 64 | | 04/27/05 |
BLACKBURN CENTER, LLC | | | 433 | | 04/26/05 |
BOROUGH OF COUDERSPORT | | | 67,542 | | 04/22/05 |
BOROUGH OF KITTANNING | | | 218 | | 04/30/05 |
BOROUGH OF NANTY GLO | | | 204 | | 04/22/05 |
BREVARD COUNTY | | | 1,380 | | 04/06/05 |
CAL & JOANNE FAMILY LTD PRTNRSP | | | 200 | | 04/22/05 |
CAMBRIA COUNTY TAX CLAIM BUREAU | | | 280 | | 04/22/05 |
CAMBRIA COUNTY TAX CLAIM BUREAU | | | 79 | | 04/26/05 |
CAMBRIA COUNTY TAX COLLECTOR | | | 94 | | 04/22/05 |
CARROLL COUNTY | | | 87 | | 04/30/05 |
CARROLL TOWNSHIP/NORTHERN YORK | | | 342 | | 04/13/05 |
CASTANEA TOWNSHIP COLLECTOR | | | 19 | | 04/22/05 |
CATHERINE TOWNSHIP TAX COLLECTOR | �� | | 72 | | 04/22/05 |
CAYUGA COUNTY TREASURER | | | 3,562 | | 04/22/05 |
CITY & COUNTY OF DENVER | | | 13 | | 04/13/05 |
CITY OF NEW CASTLE TREASURER | | | 2,275 | | 04/26/05 |
CITY OF UTICA NY | | | 11,132 | | 04/29/05 |
CLARION COUNTY COLLECTOR | | | 52 | | 04/26/05 |
CLAY CITY | | | 1,089 | | 04/13/05 |
CLINTON COUNTY TREASURER | | | 41 | | 04/21/05 |
CLINTON COUNTY TREASURER | | | 2,291 | | 04/22/05 |
COUDERSPORT BOROUGH | | | 2,500 | | 04/26/05 |
COUNTY OF HERMITAGE TREASURER | | | 2,681 | | 04/26/05 |
COWLITZ COUNTY | | | 73,063 | | 04/22/05 |
DEPARTMENT OF ASSESSMENTS AND | | | 300 | | 04/06/05 |
DORIS LAWTON | | | 936 | | 04/08/05 |
DORIS LAWTON | | | 170 | | 04/29/05 |
DURYEA BOROUGH | | | 19,769 | | 04/13/05 |
EAST TAYLOR TOWNSHIP | | | 46 | | 04/22/05 |
EASTLAKE COMMERCIAL | | | 61 | | 04/22/05 |
EL PASO COUNTY TREASURER | | | 367,154 | | 04/22/05 |
ELLIOTT COUNTY SHERIFF | | | 1,976 | | 04/13/05 |
ESSEX TOWN TAX COLLECTOR | | | 683 | | 04/30/05 |
FREMONT COUNTY TREASURER | | | 8 | | 04/22/05 |
GALLITZIN BOROUGH TREASURER | | | 221 | | 04/22/05 |
43
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended April 30, 2005
Payee
| | Amount Paid
| | Check Date
|
---|
GE CAPITAL | | 946 | | 04/08/05 |
GE CAPITAL FLEET SERVICES | | 1,498 | | 04/07/05 |
GLOUCESTER CITY | | 369 | | 04/06/05 |
GUNNISON COUNTY TREASURER | | 157 | | 04/21/05 |
HARBORCREEK TOWNSHIP | | 4,658 | | 04/26/05 |
HARDINSBURG CITY | | 332 | | 04/13/05 |
HARLAN CITY TREASURER | | 384 | | 04/06/05 |
HOMER TOWNSHIP | | 2,922 | | 04/26/05 |
KIR TEMECULA L.P. | | 105 | | 04/22/05 |
LARIMER COUNTY TREASURER | | 9 | | 04/29/05 |
LARRY SCHREDER | | 991 | | 04/11/05 |
LAS ANIMAS COUNTY TREASURER | | 246 | | 04/22/05 |
LEIGH REALTY OF FLORIDA, INC. | | 668 | | 04/20/05 |
LOCK HAVEN CITY TREASURER | | 2,404 | | 04/22/05 |
LOS ANGELES COUNTY | | 68 | | 04/06/05 |
LOS ANGELES COUNTY | | 1,220,741 | | 04/08/05 |
LOS ANGELES COUNTY | | — | | 04/13/05 |
LOUDOUN COUNTY | | 126 | | 04/06/05 |
LOUDOUN COUNTY | | 3,556 | | 04/29/05 |
MIFFLIN COUNTY | | 1,029 | | 04/30/05 |
MIFFLIN COUNTY TAX COLLECTOR | | 3,912 | | 04/30/05 |
MOUNT UNION TAX COLLECTOR | | 674 | | 04/22/05 |
NEWCEN MAINTENANCE, | | 3,649 | | 04/20/05 |
NICHOLSON TOWNSHIP | | 19 | | 04/26/05 |
NORTH CODORUS TOWNSHIP | | 108 | | 04/13/05 |
NORTH EAST TOWNSHIP | | 558 | | 04/26/05 |
OLIVE HILL CITY | | 1,082 | | 04/06/05 |
ORANGE COUNTY | | 16,986 | | 04/06/05 |
PALMYRA TOWN | | 23 | | 04/06/05 |
PLYMOUTH TOWNSHIP PA | | 45 | | 04/06/05 |
PUNXSUTAWNEY BOROUGH | | 745 | | 04/26/05 |
RIDGEWAY TOWNSHIP C | | 39 | | 04/26/05 |
RITE AID CORORATION | | 256 | | 04/22/05 |
RIVERSIDE COUNTY TREASURER | | 218,277 | | 04/08/05 |
ROCHESTER TOWNSHIP | | 227 | | 04/22/05 |
RUSH TOWNSHIP TAX C | | 51 | | 04/26/05 |
SALISBURY TOWN MA | | 824 | | 04/29/05 |
SAN BERNARDINO COUNTY TREASURER | | — | | 04/21/05 |
SAN JUAN COUNTY TREASURER | | 3,237 | | 04/22/05 |
SCHUYKILL COUNTY | | 18 | | 04/26/05 |
SHADE TOWNSHIP COLLECTOR | | 116 | | 04/22/05 |
SHAW INDUSTRIES, LLC | | 14,334 | | 04/08/05 |
SMITHFIELD TOWNSHIP TREASURER | | 123 | | 04/26/05 |
44
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Real Estate and Personal Property Taxes Paid
for the Month Ended April 30, 2005
Payee
| | Amount Paid
| | Check Date
|
---|
SOMERSET TOWNSHIP | | 271 | | 04/26/05 |
SPRING TOWNSHIP COL | | 139 | | 04/26/05 |
TELE-MEDIA CORPORATION | | (586 | ) | 04/08/05 |
TELLER COUNTY TREASURER | | 12 | | 04/22/05 |
TOWN OF AMESBURY | | 23,128 | | 04/30/05 |
TOWN OF BOURNE | | 5,212 | | 04/30/05 |
TOWN OF CLARENDON | | 1,550 | | 04/13/05 |
TOWN OF EDGARTOWN | | 230 | | 04/30/05 |
TOWN OF OAK BLUFFS | | 583 | | 04/30/05 |
TOWN OF PLYMOUTH | | 4,831 | | 04/12/05 |
TOWN OF ROCKLAND | | 617 | | 04/30/05 |
TOWN OF TANEYTOWN | | 3,348 | | 04/22/05 |
TOWN OF WILLIAMSTOWN | | 7,952 | | 04/30/05 |
TOWNSHIP OF EULALIA | | 1,106 | | 04/26/05 |
TOWNSHIP OF PORTAGE | | 45 | | 04/22/05 |
TREASURER OF LAWRENCE COUNTY | | 3,675 | | 04/30/05 |
TSC, LC | | 435 | | 04/19/05 |
TYRONE BOROUGH COLLECTOR | | 744 | | 04/22/05 |
VENANGO COUNTY TREASURER | | 473 | | 04/22/05 |
WA-JER, INC. | | 2,119 | | 04/06/05 |
WEST TISBURY TOWN | | 1,298 | | 04/30/05 |
WHITMAN COUNTY TREASURER | | 1,597 | | 04/26/05 |
YORK AREA TAX COLLECTION | | 73 | | 04/13/05 |
YORK COUNTY/SPRING GROVE TAX | | 2,911 | | 04/13/05 |
| |
| | |
TOTAL | | 2,137,901 | | |
| |
| | |
45
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Tax Type
| | Amount Paid
| | Date Paid
|
---|
ALABAMA DEPARTMENT OF REVENUE | | Gross Receipts Tax | | $ | 207 | | 04/12/05 |
ARIZONA DEPARTMENT OF REVENUE | | Sales Tax | | | 15 | | 04/13/05 |
ASHLAND INDEPENDENT BOARD OF | | Utility Tax | | | 10,781 | | 04/11/05 |
BATH COUNTY SCHOOL D | | Utility Tax | | | 1,226 | | 04/11/05 |
BEREA INDEPENDENT SCHOOL DIST | | Utility Tax | | | 2,425 | | 04/11/05 |
BOARD OF EQUALIZATION | | Gross Receipts Tax | | | 115 | | 04/22/05 |
BOARD OF EQUALIZATION | | Sales Tax | | | 14 | | 04/22/05 |
BOARD OF EQUALIZATION | | Sales Tax | | | 28 | | 04/29/05 |
BOURBON COUNTY SCHOOL | | Utility Tax | | | 579 | | 04/11/05 |
BOYD COUNTY SCHOOL D | | Utility Tax | | | 3,222 | | 04/11/05 |
BOYD COUNTY SCHOOL D | | Gross Receipts Tax | | | 11 | | 04/14/05 |
BOYLE COUNTY SCHOOL DISTRICT | | Utility Tax | | | 1,543 | | 04/11/05 |
BREATHITT COUNTY SCH | | Utility Tax | | | 1,130 | | 04/11/05 |
BRECKINRIDGE COUNTY BOARD OF | | Utility Tax | | | 647 | | 04/11/05 |
BURGIN EDUCATION BO | | Utility Tax | | | 327 | | 04/11/05 |
BUTLER COUNTY SCHOOL DISTRICT | | Utility Tax | | | 50 | | 04/11/05 |
CALIFORNIA HIGH COST FUND — A | | Gross Receipts Tax | | | 27 | | 04/08/05 |
CALIFORNIA HIGH COST FUND-B | | Sales Tax | | | 416 | | 04/08/05 |
CALIFORNIA TELECONNECT FUND | | Sales Tax | | | 26 | | 04/08/05 |
CARTER COUNTY SCHOOL | | Utility Tax | | | 1,606 | | 04/11/05 |
CITY OF ARCADIA | | Gross Receipts Tax | | | 6 | | 04/14/05 |
CITY OF BALDWIN PARK | | Utility Tax | | | 5,532 | | 04/08/05 |
CITY OF BEAUMONT | | Utility Tax | | | 4,103 | | 04/08/05 |
CITY OF BRAWLEY | | Utility Tax | | | 8,919 | | 04/08/05 |
CITY OF CHARLOTTSVILLE | | Utility Tax | | | 55,050 | | 04/14/05 |
CITY OF COLFAX | | Gross Receipts Tax | | | 9 | | 04/08/05 |
CITY OF COLORADO SPRINGS | | Sales Tax | | | 134 | | 04/11/05 |
CITY OF COLTON | | Utility Tax | | | 12,361 | | 04/08/05 |
CITY OF CULVER CITY | | Gross Receipts Tax | | | 7 | | 04/14/05 |
CITY OF DESERT HOT SPRINGS | | Utility Tax | | | 11,586 | | 04/08/05 |
CITY OF FONTANA | | Utility Tax | | | 187 | | 04/08/05 |
CITY OF GLENDALE | | Gross Receipts Tax | | | 6 | | 04/14/05 |
CITY OF HERMOSA BEACH | | Utility Tax | | | 21,239 | | 04/08/05 |
CITY OF HOLTVILLE | | Utility Tax | | | 2,185 | | 04/08/05 |
CITY OF KALAMA | | Gross Receipts Tax | | | 10 | | 04/14/05 |
CITY OF KELSO | | Utility Tax | | | 18,890 | | 04/18/05 |
CITY OF LA HABRA | | Utility Tax | | | 27,137 | | 04/08/05 |
CITY OF LA HABRA | | Gross Receipts Tax | | | 24 | | 04/14/05 |
CITY OF LONGVIEW | | Utility Tax | | | 63,945 | | 04/18/05 |
CITY OF LOS ANGELES | | Gross Receipts Tax | | | 438 | | 04/14/05 |
46
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Tax Type
| | Amount Paid
| | Date Paid
|
---|
CITY OF MORENO VALLEY | | Utility Tax | | 75,767 | | 04/08/05 |
CITY OF MORENO VALLEY | | Gross Receipts Tax | | 26 | | 04/14/05 |
CITY OF PALOUSE | | Utility Tax | | 1,581 | | 04/18/05 |
CITY OF PASADENA | | Gross Receipts Tax | | 8 | | 04/14/05 |
CITY OF PICO RIVERA | | Utility Tax | | 15,170 | | 04/08/05 |
CITY OF PICO RIVERA | | Gross Receipts Tax | | 6 | | 04/14/05 |
CITY OF PLACENTIA | | Utility Tax | | 16,454 | | 04/08/05 |
CITY OF PLACENTIA | | Gross Receipts Tax | | 7 | | 04/14/05 |
CITY OF PORT HUENEME | | Utility Tax | | 11,751 | | 04/08/05 |
CITY OF PULLMAN | | Gross Receipts Tax | | 15 | | 04/14/05 |
CITY OF REDONDO BEACH | | Gross Receipts Tax | | 49 | | 04/14/05 |
CITY OF REDONDO BEACH CA | | Utility Tax | | 45,556 | | 04/08/05 |
CITY OF RIALTO | | Utility Tax | | 45,572 | | 04/08/05 |
CITY OF RIALTO | | Gross Receipts Tax | | 675 | | 04/15/05 |
CITY OF RIVERSIDE | | Gross Receipts Tax | | 9 | | 04/14/05 |
CITY OF SAN BERNARDINO | | Utility Tax | | 69,326 | | 04/08/05 |
CITY OF SAN BERNARDINO | | Gross Receipts Tax | | 6 | | 04/14/05 |
CITY OF SAN BUENAVENTURA | | Utility Tax | | 35,598 | | 04/08/05 |
CITY OF SANTA ANA | | Gross Receipts Tax | | 12 | | 04/14/05 |
CITY OF SANTA MONICA | | Utility Tax | | 173,634 | | 04/08/05 |
CITY OF SANTA MONICA | | Gross Receipts Tax | | 119 | | 04/14/05 |
CITY OF SEAL BEACH | | Gross Receipts Tax | | 17 | | 04/14/05 |
CITY OF VENTURA | | Gross Receipts Tax | | 7 | | 04/14/05 |
CITY OF WAYNESBORO | | Utility Tax | | 28,401 | | 04/14/05 |
CITY OF WINCHESTER | | Utility Tax | | 15,539 | | 04/14/05 |
CLAREMONT CITY TREASURER | | Gross Receipts Tax | | — | | 04/15/05 |
CLAREMONT CITY TREASURER | | Gross Receipts Tax | | 256 | | 04/20/05 |
CLOVERPORT BOARD OF EDUCATION | | Utility Tax | | 228 | | 04/11/05 |
COLORADO DEPARTMENT OF REVENUE | | Sales Tax | | 18 | | 04/07/05 |
COLORADO DEPARTMENT OF REVENUE | | Gross Receipts Tax | | 92 | | 04/14/05 |
COLORADO DEPARTMENT OF REVENUE | | Sales Tax | | 377 | | 04/14/05 |
COLORADO DEPARTMENT OF REVENUE | | Sales Tax | | 3,278 | | 04/20/05 |
COMPTROLLER OF MARYLAND | | Sales Tax | | 6 | | 04/07/05 |
COMPTROLLER OF MARYLAND | | Sales Tax | | 16,167 | | 04/21/05 |
CONNECTICUT DEPT OF REVENUE | | Sales Tax | | 353,075 | | 04/29/05 |
COUNTY OF MONTGOMERY | | Utility Tax | | 8,277 | | 04/14/05 |
DANVILLE INDEPENDENT SCHOOL DIS | | Utility Tax | | 4,580 | | 04/11/05 |
DAVIESS CO BOARD OF EDUCATION | | Utility Tax | | 16,978 | | 04/11/05 |
DAVIESS CO BOARD OF EDUCATION | | Gross Receipts Tax | | 15 | | 04/14/05 |
DEAF TRUST | | Sales Tax | | 50 | | 04/08/05 |
DEPT OF REVENUE | | Sales Tax | | 243 | | 04/14/05 |
ELLIOTT COUNTY SCHOO | | Utility Tax | | 362 | | 04/11/05 |
ENGLEWOOD CITY TREASURER | | Sales Tax | | 219 | | 04/15/05 |
47
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Tax Type
| | Amount Paid
| | Date Paid
|
---|
FLORIDA DEPT OF REVENUE | | Gross Receipts Tax | | 26,072 | | 04/20/05 |
FLORIDA DEPT OF REVENUE | | Sales Tax | | 146,408 | | 04/20/05 |
FLORIDA DEPT OF REVENUE | | Telecommunications Tax | | 3,444,873 | | 04/20/05 |
FRANKLIN COUNTY SCHOOL DISTRICT | | Utility Tax | | 109 | | 04/11/05 |
GARRARD COUNTY SCHOOL DISTRICT | | Utility Tax | | 960 | | 04/11/05 |
GEORGIA DEPARTMENT OF REVENUE | | Sales Tax | | 78 | | 04/13/05 |
GEORGIA DEPT OF REV | | Sales Tax | | 16,455 | | 04/20/05 |
HANCOCK COUNTY BOARD OF | | Utility Tax | | 701 | | 04/11/05 |
HARLAN COUNTY SCHOOL | | Utility Tax | | 247 | | 04/11/05 |
HARRISON COUNTY SCHOOL DISTRICT | | Utility Tax | | 2,558 | | 04/11/05 |
HARRODSBURG BOARD OF EDUCATION | | Utility Tax | | 2,695 | | 04/11/05 |
HENDERSON CO BOARD OF EDUCATION | | Utility Tax | | 2,373 | | 04/11/05 |
IDAHO STATE TAX COMMISSION | | Sales Tax | | 5,658 | | 04/11/05 |
IDAHO UNIVERSAL SERV | | Gross Receipts Tax | | 20 | | 04/13/05 |
INDIANA DEPT OF REVENUE | | Sales Tax | | 2,001 | | 04/11/05 |
INDIANA DEPT OF REVENUE | | Sales Tax | | 101 | | 04/14/05 |
INDIANA DEPT OF REVENUE | | Sales Tax | | 27,875 | | 04/20/05 |
INTERNAL REVENUE SERVICE | | Federal Excise Tax | | 33,461 | | 04/11/05 |
JACKSON INDEPENDENT SCHOOLS | | Utility Tax | | 505 | | 04/11/05 |
JESSAMINE COUNTY BOARD OF EDUCA | | Utility Tax | | 10,301 | | 04/11/05 |
KANSAS DEPT OF REVENUE | | Sales Tax | | 16,996 | | 04/25/05 |
KENTUCKY REVENUE CABINET | | Sales Tax | | 2,770 | | 04/20/05 |
LAUREL COUNTY SCHOOL | | Utility Tax | | 12,103 | | 04/11/05 |
LEE COUNTY SCHOOL DI | | Utility Tax | | 1,058 | | 04/11/05 |
LESLIE COUNTY SCHOOL | | Utility Tax | | 956 | | 04/11/05 |
LETCHER COUNTY BOARD OF EDUCATI | | Utility Tax | | 771 | | 04/11/05 |
LEWIS COUNTY BOARD OF | | Utility Tax | | 917 | | 04/11/05 |
LEWIS COUNTY SCHOOL | | Utility Tax | | 285 | | 04/11/05 |
LINCOLN COUNTY BOARD OF EDUCATI | | Utility Tax | | 1,284 | | 04/11/05 |
LOGAN COUNTY SCHOOL DISTRICT | | Utility Tax | | 27 | | 04/11/05 |
LOS ANGELES COUNTY TREASURER | | Gross Receipts Tax | | 23,755 | | 04/20/05 |
MADISON COUNTY SCHOOL DISTRICT | | Utility Tax | | 19,214 | | 04/11/05 |
MADISON COUNTY SCHOOL DISTRICT | | Gross Receipts Tax | | 27 | | 04/14/05 |
MAINE REVENUE SERVICE | | Sales Tax | | 5,154 | | 04/15/05 |
MAINE REVENUE SERVICES | | Sales Tax | | 922 | | 04/15/05 |
MARION COUNTY SCHOOL | | Utility Tax | | 2,683 | | 04/11/05 |
MASS DEPT OF REVENUE | | Sales Tax | | 10,669 | | 04/21/05 |
MCLEAN COUNTY SCHOOL DISTRICT | | Utility Tax | | 683 | | 04/11/05 |
MENIFEE COUNTY SCHOO | | Utility Tax | | 595 | | 04/11/05 |
MERCER COUNTY SCHOOL DISTRICT | | Utility Tax | | 1,746 | | 04/11/05 |
MISSISSIPPI STATE TAX COMMISSIO | | Sales Tax | | 5,863 | | 04/11/05 |
MISSISSIPPI STATE TAX COMMISSIO | | Sales Tax | | 32 | | 04/13/05 |
48
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Tax Type
| | Amount Paid
| | Date Paid
|
---|
MISSISSIPPI STATE TAX COMMISSIO | | Sales Tax | | 36,781 | | 04/14/05 |
MORGAN COUNTY SCHOOL | | Utility Tax | | 1,545 | | 04/11/05 |
NECA TRS | | Federal USF | | 2,266 | | 04/12/05 |
NECA VUSF | | Gross Receipts Tax | | 205 | | 04/13/05 |
NELSON COUNTY BOARD OF EDUCATIO | | Utility Tax | | 1,316 | | 04/11/05 |
NEUSTAR INC | | Federal USF | | 875 | | 04/20/05 |
NEW JERSEY SALES TAX | | Sales Tax | | 491 | | 04/20/05 |
NEW YORK STATE SALES TAX | | Sales Tax | | 215 | | 04/13/05 |
NICHOLAS COUNTY SCHO | | Utility Tax | | 660 | | 04/11/05 |
NORTH CAROLINA DEPT OF REVENUE | | Sales Tax | | 18,197 | | 04/13/05 |
NORTH CAROLINA DEPT OF REVENUE | | Sales Tax | | 585 | | 04/28/05 |
NYS SALES TAX PROCESSING | | Sales Tax | | 2,101 | | 04/13/05 |
NYS SALES TAX PROCESSING | | Sales Tax | | 5,362 | | 04/14/05 |
OFFICE OF REGULATIONS | | Gross Receipts Tax | | 232 | | 04/14/05 |
OHIO COUNTY SCHOOL DISTRICT | | Utility Tax | | 17 | | 04/11/05 |
OKLAHOMA TAX COMMISSION | | Sales Tax | | 482 | | 04/07/05 |
OWENSBORO BOARD OF EDUCATION | | Utility Tax | | 11,775 | | 04/11/05 |
OWSLEY COUNTY BOARD OF EDUCATIO | | Utility Tax | | 408 | | 04/11/05 |
PA DEPARTMENT OF REVENUE | | Sales Tax | | 219,448 | | 04/20/05 |
PA DEPT. OF REVENUE | | Sales Tax | | 9,077 | | 04/04/05 |
PA DEPT. OF REVENUE | | Sales Tax | | 1,170 | | 04/18/05 |
PARIS INDEPENDENT SCHOOLS | | Utility Tax | | 2,969 | | 04/11/05 |
PERRY COUNTY SCHOOL | | Utility Tax | | 253 | | 04/11/05 |
PETERSBURG CITY O(T) | | Utility Tax | | 19,710 | | 04/14/05 |
POWELL COUNTY SCHOOL | | Utility Tax | | 2,664 | | 04/11/05 |
PUBLIC SERVICE BOARD | | Gross Receipts Tax | | — | | 04/06/05 |
PUBLIC SERVICE BOARD | | Gross Receipts Tax | | 500 | | 04/07/05 |
ROCKCASTLE COUNTY SCHOOL | | Utility Tax | | 900 | | 04/11/05 |
RUSSELL INDEPENDENT | | Utility Tax | | 6,413 | | 04/11/05 |
SCOTT COUNTY SCHOOL | | Utility Tax | | 8,035 | | 04/11/05 |
SOUTH CAROLINA DEPARTMENT OF | | Sales Tax | | 56,788 | | 04/20/05 |
STATE OF CONNECTICUT | | Sales Tax | | 194 | | 04/22/05 |
STATE OF MICHIGAN | | Sales Tax | | 262 | | 04/11/05 |
STATE OF NEW HAMPSHIRE | | Utility Tax | | 110,671 | | 04/07/05 |
STATE OF NEW HAMPSHIRE | | Gross Receipts Tax | | 1,168 | | 04/12/05 |
STATE OF OHIO | | Sales Tax | | 73,920 | | 04/21/05 |
STATE TAX DEPARTMENT | | Sales Tax | | 131,612 | | 04/11/05 |
TELCOVE | | Gross Receipts Tax | | 75,500 | | 04/25/05 |
TENNESSEE DEPT OF REVENUE | | Sales Tax | | 523 | | 04/14/05 |
TENNESSEE DEPT OF REVENUE | | Sales Tax | | 61,142 | | 04/20/05 |
TOWN OF ALBION | | Utility Tax | | 422 | | 04/13/05 |
TOWN OF BLACKSBURG | | Utility Tax | | 15,365 | | 04/14/05 |
49
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended April 30, 2005
Taxing Jurisdiction
| | Tax Type
| | Amount Paid
| | Date Paid
|
---|
TOWN OF MT CRESTED BUTTE | | Utility Tax | | | 1,279 | | 04/15/05 |
TOWN OF SOUTH BOSTON | | Utility Tax | | | 4,437 | | 04/14/05 |
TREASURER STATE OF OHIO | | Sales Tax | | | 19,104 | | 04/15/05 |
TREASURER STATE OF OHIO | | Sales Tax | | | 1,419 | | 04/18/05 |
TREASURER STATE OF OHIO | | Sales Tax | | | 89,734 | | 04/21/05 |
UNION COUNTY SCHOOL DISTRICT | | Utility Tax | | | 3,009 | | 04/11/05 |
UNIVERSAL LIFETIME TELEPHONE SE | | Gross Receipts Tax | | | 209 | | 04/08/05 |
UNIVERSAL SERVICE ADMINSTRATIVE | | Federal USF | | | 34,937 | | 04/05/05 |
UNIVERSAL SERVICE ADMINSTRATIVE | | Federal USF | | | 22,684 | | 04/29/05 |
VA DEPARTMENT OF TAXATION | | Sales Tax | | | 2,949 | | 04/14/05 |
VA DEPARTMENT OF TAXATION | | Sales Tax | | | 4,376 | | 04/15/05 |
VERMONT DEPT OF TAXES | | Sales Tax | | | 359,732 | | 04/21/05 |
VIRGINIA DEPARTMENT OF TAXATION | | Sales Tax | | | 1,692 | | 04/14/05 |
VIRGINIA DEPARTMENT OF TAXATION | | Sales Tax | | | 2,254 | | 04/15/05 |
VIRGINIA DEPARTMENT OF TAXATION | | Sales Tax | | | 5,846 | | 04/18/05 |
WASHINGTON COUNTY BOARD OF EDU | | Utility Tax | | | 910 | | 04/11/05 |
WASHINGTON DEPT OF REVENUE | | Sales Tax | | | 4,050 | | 04/13/05 |
WASHINGTON DEPT OF REVENUE | | Sales Tax | | | 610 | | 04/21/05 |
WEBSTER COUNTY BOARD OF | | Utility Tax | | | 661 | | 04/11/05 |
WEST VIRGINIA STATE TAX DEPT | | Sales Tax | | | 175,233 | | 04/20/05 |
WOLFE COUNTY SCHOOL | | Utility Tax | | | 848 | | 04/11/05 |
WOODFORD COUNTY BOARD OF ED | | Utility Tax | | | 4,812 | | 04/11/05 |
| | | |
| | |
Total | | | | $ | 6,650,654 | | |
| | | |
| | |
50
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Cash Disbursements
for the Month Ended April 30, 2005
Legal Entity
| | Account Number
| | Case Number
| | Disbursements
| |
---|
ACC CABLE COMMUNICATIONS FL-VA, LLC | | 081-02-41904 | | 02-41904 | | $ | 2,493,714 | |
ACC CABLE HOLDINGS VA, INC. | | 081-02-41905 | | 02-41905 | | | — | |
ACC HOLDINGS II, LLC | | 081-02-41955 | | 02-41955 | | | — | |
ACC INVESTMENT HOLDINGS, INC. | | 081-02-41957 | | 02-41957 | | | 250 | |
ACC OPERATIONS, INC. | | 081-02-41956 | | 02-41956 | | | 41,757 | |
ACC TELECOMMUNICATIONS HOLDINGS LLC | | 081-02-41864 | | 02-41864 | | | — | |
ACC TELECOMMUNICATIONS LLC | | 081-02-41863 | | 02-41863 | | | 324,629 | |
ACC TELECOMMUNICATIONS OF VIRGINIA LLC | | 081-02-41862 | | 02-41862 | | | 677 | |
ACC-AMN HOLDINGS, LLC | | 081-02-41861 | | 02-41861 | | | — | |
ADELPHIA ACQUISITION SUBSIDIARY, INC. | | 081-02-41860 | | 02-41860 | | | 435,467 | |
ADELPHIA ARIZONA, INC. | | 081-02-41859 | | 02-41859 | | | — | |
ADELPHIA BLAIRSVILLE, LLC | | 081-02-41735 | | 02-41735 | | | — | |
ADELPHIA CABLE PARTNERS, LP | | 081-02-41902 | | 02-41902 | | | 6,482,625 | |
ADELPHIA CABLEVISION ASSOCIATES, LP | | 081-02-41913 | | 02-41913 | | | 553,961 | |
ADELPHIA CABLEVISION CORP. | | 081-02-41752 | | 02-41752 | | | 973,806 | |
ADELPHIA CABLEVISION OF BOCA RATON, LLC | | 081-02-41751 | | 02-41751 | | | — | |
ADELPHIA CABLEVISION OF FONTANA, LLC | | 081-02-41755 | | 02-41755 | | | — | |
ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC | | 081-02-41754 | | 02-41754 | | | (121 | ) |
ADELPHIA CABLEVISION OF NEW YORK, INC. | | 081-02-41892 | | 02-41892 | | | 4,168,795 | |
ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC | | 081-02-41947 | | 02-41947 | | | — | |
ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC | | 081-02-41781 | | 02-41781 | | | — | |
ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC | | 081-02-41946 | | 02-41946 | | | — | |
ADELPHIA CABLEVISION OF SAN BERNANDINO, LLC | | 081-02-41753 | | 02-41753 | | | — | |
ADELPHIA CABLEVISION OF SANTA ANA, LLC | | 081-02-41831 | | 02-41831 | | | (1,695 | ) |
ADELPHIA CABLEVISION OF SEAL BEACH, LLC | | 081-02-41757 | | 02-41757 | | | — | |
ADELPHIA CABLEVISION OF SIMI VALLEY, LLC | | 081-02-41830 | | 02-41830 | | | — | |
ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC | | 081-02-41943 | | 02-41943 | | | 321,327 | |
ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC | | 081-02-41783 | | 02-41783 | | | — | |
ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC | | 081-02-41766 | | 02-41766 | | | — | |
ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC | | 081-02-41764 | | 02-41764 | | | — | |
ADELPHIA CABLEVISION, LLC | | 081-02-41858 | | 02-41858 | | | 59,363,900 | |
ADELPHIA CALIFORNIA CABLEVISION, LLC | | 081-02-41942 | | 02-41942 | | | 42,078,529 | |
ADELPHIA CENTRAL PENNSYLVANIA, LLC | | 081-02-41950 | | 02-41950 | | | 3,896,395 | |
ADELPHIA CLEVELAND, LLC | | 081-02-41793 | | 02-41793 | | | 935,602 | |
ADELPHIA COMMUNICATIONS CORPORATION | | 081-02-41729 | | 02-41729 | | | 1,250 | |
ADELPHIA COMMUNICATIONS INTERNATIONAL, INC. | | 081-02-41857 | | 02-41857 | | | 250 | |
ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC | | 081-02-41748 | | 02-41748 | | | (257 | ) |
ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC | | 081-02-41817 | | 02-41817 | | | (204 | ) |
ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC | | 081-02-41749 | | 02-41749 | | | — | |
ADELPHIA COMPANY OF WESTERN CONNECTICUT | | 081-02-41801 | | 02-41801 | | | 3,772,815 | |
51
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Cash Disbursements
for the Month Ended April 30, 2005
Legal Entity
| | Account Number
| | Case Number
| | Disbursements
|
---|
ADELPHIA GENERAL HOLDINGS III, LLC | | 081-02-41854 | | 02-41854 | | — |
ADELPHIA GP HOLDINGS, LLC | | 081-02-41829 | | 02-41829 | | — |
ADELPHIA GS CABLE, LLC | | 081-02-41908 | | 02-41908 | | — |
ADELPHIA HARBOR CENTER HOLDINGS LLC | | 081-02-41853 | | 02-41853 | | 250 |
ADELPHIA HOLDINGS 2001, LLC | | 081-02-41926 | | 02-41926 | | — |
ADELPHIA INTERNATIONAL II, LLC | | 081-02-41856 | | 02-41856 | | 250 |
ADELPHIA INTERNATIONAL III, LLC | | 081-02-41855 | | 02-41855 | | 250 |
ADELPHIA MOBILE PHONES, INC. | | 081-02-41852 | | 02-41852 | | 250 |
ADELPHIA OF THE MIDWEST, INC. | | 081-02-41794 | | 02-41794 | | — |
ADELPHIA PINELLAS COUNTY, LLC | | 081-02-41944 | | 02-41944 | | — |
ADELPHIA PRESTIGE CABLEVISION, LLC | | 081-02-41795 | | 02-41795 | | 7,175,164 |
ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC. | | 081-02-41939 | | 02-41939 | | 47,592 |
ADELPHIA TELECOMMUNICATIONS, INC. | | 081-02-41851 | | 02-41851 | | 1,399,804 |
ADELPHIA WELLSVILLE, LLC | | 081-02-41850 | | 02-41850 | | — |
ADELPHIA WESTERN NEW YORK HOLDINGS, LLC | | 081-02-41849 | | 02-41849 | | 500 |
ARAHOVA COMMUNICATIONS, INC. | | 081-02-41815 | | 02-41815 | | 10,430 |
ARAHOVA HOLDINGS, LLC | | 081-02-41893 | | 02-41893 | | 250 |
BADGER HOLDING CORP | | 081-02-41792 | | 02-41792 | | 250 |
BETTER TV INC. OF BENNINGTON | | 081-02-41914 | | 02-41914 | | 332,098 |
BLACKSBURG/SALEM CABLEVISION, INC. | | 081-02-41759 | | 02-41759 | | 1,423,657 |
BRAZAS COMMUNICATIONS, INC. | | 081-02-41804 | | 02-41804 | | 250 |
BUENAVISION TELECOMMUNICATIONS, INC. | | 081-02-41938 | | 02-41938 | | 1,399,637 |
CABLE SENTRY CORPORATION | | 081-02-41894 | | 02-41894 | | — |
CALIFORNIA AD SALES, LLC | | 081-02-41945 | | 02-41945 | | — |
CCC-III, INC. | | 081-02-41867 | | 02-41867 | | — |
CCC-INDIANA, INC. | | 081-02-41937 | | 02-41937 | | — |
CCH INDIANA, LP | | 081-02-41935 | | 02-41935 | | — |
CDA CABLE, INC. | | 081-02-41879 | | 02-41879 | | 210,223 |
CENTURY ADVERTISING, INC. | | 081-02-41731 | | 02-41731 | | 250 |
CENTURY ALABAMA CORP | | 081-02-41889 | | 02-41889 | | 219,892 |
CENTURY ALABAMA HOLDING CORP | | 081-02-41891 | | 02-41891 | | — |
CENTURY AUSTRALIA COMMUNICATIONS CORP | | 081-02-41738 | | 02-41738 | | 250 |
CENTURY BERKSHIRE CABLE CORP | | 081-02-41762 | | 02-41762 | | 311,275 |
CENTURY CABLE HOLDING CORP | | 081-02-41814 | | 02-41814 | | 1,750 |
CENTURY CABLE HOLDINGS, LLC | | 081-02-41812 | | 02-41812 | | 19,707,768 |
CENTURY CABLE MANAGEMENT CORPORATION | | 081-02-41887 | | 02-41887 | | 317,411 |
CENTURY CABLE OF SOUTHERN CALIFORNIA | | 081-02-41745 | | 02-41745 | | — |
CENTURY CABLEVISION HOLDINGS, LLC | | 081-02-41936 | | 02-41936 | | 1,515,028 |
CENTURY CAROLINA CORP | | 081-02-41886 | | 02-41886 | | 693,379 |
CENTURY COLORADO SPRINGS CORP | | 081-02-41736 | | 02-41736 | | 166,125 |
CENTURY COLORADO SPRINGS PARTNERSHIP | | 081-02-41774 | | 02-41774 | | 5,580,473 |
CENTURY COMMUNICATIONS CORPORATION | | 081-02-12834 | | 02-12834 | | 1,543,435 |
52
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Cash Disbursements
for the Month Ended April 30, 2005
Legal Entity
| | Account Number
| | Case Number
| | Disbursements
|
---|
CENTURY CULLMAN CORP | | 081-02-41888 | | 02-41888 | | 284,953 |
CENTURY ENTERPRISE CABLE CORP | | 081-02-41890 | | 02-41890 | | 364,968 |
CENTURY EXCHANGE, LLC | | 081-02-41744 | | 02-41744 | | 250 |
CENTURY FEDERAL, INC. | | 081-02-41747 | | 02-41747 | | — |
CENTURY GRANITE CABLE TELEVISION CORP. | | 081-02-41779 | | 02-41779 | | — |
CENTURY HUNTINGTON COMPANY | | 081-02-41885 | | 02-41885 | | 2,616,554 |
CENTURY INDIANA CORP | | 081-02-41768 | | 02-41768 | | 250 |
CENTURY INVESTMENT HOLDING CORP | | 081-02-41740 | | 02-41740 | | 250 |
CENTURY INVESTORS, INC. | | 081-02-41733 | | 02-41733 | | 250 |
CENTURY ISLAND ASSOCIATES, INC. | | 081-02-41771 | | 02-41771 | | 41,854 |
CENTURY ISLAND CABLE TELEVISION CORP | | 081-02-41772 | | 02-41772 | | 250 |
CENTURY KANSAS CABLE TELEVISION CORP | | 081-02-41884 | | 02-41884 | | 193,469 |
CENTURY LYKENS CABLE CORP | | 081-02-41883 | | 02-41883 | | 179,380 |
CENTURY MENDOCINO CABLE TELEVISION, INC. | | 081-02-41780 | | 02-41780 | | 807,255 |
CENTURY MISSISSIPPI CORP | | 081-02-41882 | | 02-41882 | | 489,638 |
CENTURY MOUNTAIN CORP | | 081-02-41797 | | 02-41797 | | 144,424 |
CENTURY NEW MEXICO CABLE TELEVISION CORP. | | 081-02-41784 | | 02-41784 | | — |
CENTURY NORWICH CORP | | 081-02-41881 | | 02-41881 | | 1,088,397 |
CENTURY OHIO CABLE TELEVISION CORP | | 081-02-41811 | | 02-41811 | | 687,659 |
CENTURY OREGON CABLE CORP | | 081-02-41739 | | 02-41739 | | — |
CENTURY PACIFIC CABLE TV INC | | 081-02-41746 | | 02-41746 | | — |
CENTURY PROGRAMMING, INC. | | 081-02-41732 | | 02-41732 | | 250 |
CENTURY REALTY CORP. | | 081-02-41813 | | 02-41813 | | — |
CENTURY SHASTA CABLE TELEVISION CORP | | 081-02-41880 | | 02-41880 | | 250 |
CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP | | 081-02-41770 | | 02-41770 | | 4,000 |
CENTURY TRINIDAD CABLE TELEVISION CORP. | | 081-02-41790 | | 02-41790 | | 129,494 |
CENTURY VIRGINIA CORP | | 081-02-41796 | | 02-41796 | | 368,135 |
CENTURY VOICE AND DATA COMMUNICATIONS, INC. | | 081-02-41737 | | 02-41737 | | — |
CENTURY WARRICK CABLE CORP. | | 081-02-41763 | | 02-41763 | | 250 |
CENTURY WASHINGTON CABLE TELEVISION, INC. | | 081-02-41878 | | 02-41878 | | — |
CENTURY WYOMING CABLE TELEVISION CORP. | | 081-02-41789 | | 02-41789 | | 83,365 |
CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP | | 081-02-41743 | | 02-41743 | | 680 |
CENTURY-TCI CALIFORNIA, LP | | 081-02-41741 | | 02-41741 | | 46,343,396 |
CENTURY-TCI HOLDINGS, LLC | | 081-02-41742 | | 02-41742 | | 250 |
CHELSEA COMMUNICATIONS, INC. | | 081-02-41923 | | 02-41923 | | 1,000 |
CHELSEA COMMUNICATIONS, LLC | | 081-02-41924 | | 02-41924 | | 13,279,897 |
CHESTNUT STREET SERVICES, LLC | | 081-02-41842 | | 02-41842 | | — |
CLEAR CABLEVISION, INC. | | 081-02-41756 | | 02-41756 | | — |
CMA CABLEVISION ASSOCIATES VII, LP | | 081-02-41808 | | 02-41808 | | 290,068 |
CMA CABLEVISION ASSOCIATES XI, LP | | 081-02-41807 | | 02-41807 | | 100,756 |
CORAL SECURITY, INC | | 081-02-41895 | | 02-41895 | | — |
53
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Cash Disbursements
for the Month Ended April 30, 2005
Legal Entity
| | Account Number
| | Case Number
| | Disbursements
|
---|
COWLITZ CABLEVISION, INC. | | 081-02-41877 | | 02-41877 | | 928,719 |
CP-MDU I LLC | | 081-02-41940 | | 02-41940 | | — |
CP-MDU II LLC | | 081-02-41941 | | 02-41941 | | — |
E & E CABLE SERVICE, INC. | | 081-02-41785 | | 02-41785 | | 250 |
EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC | | 081-02-41799 | | 02-41799 | | 250 |
EASTERN VIRGINIA CABLEVISION, LP | | 081-02-41800 | | 02-41800 | | 493,511 |
EMPIRE SPORTS NETWORK, LP | | 081-02-41844 | | 02-41844 | | 38,060 |
FAE CABLE MANAGEMENT CORP | | 081-02-41734 | | 02-41734 | | 250 |
FOP INDIANA, LP | | 081-02-41816 | | 02-41816 | | 363,582 |
FRONTIERVISION ACCESS PARTNERS, LLC | | 081-02-41819 | | 02-41819 | | 1,804,983 |
FRONTIERVISION CABLE NEW ENGLAND, INC. | | 081-02-41822 | | 02-41822 | | 943,992 |
FRONTIERVISION CAPITAL CORPORATION | | 081-02-41820 | | 02-41820 | | 250 |
FRONTIERVISION HOLDINGS CAPITAL CORPORATION | | 081-02-41824 | | 02-41824 | | 250 |
FRONTIERVISION HOLDINGS CAPITAL II CORPORATION | | 081-02-41823 | | 02-41823 | | 250 |
FRONTIERVISION HOLDINGS, LLC | | 081-02-41827 | | 02-41827 | | 250 |
FRONTIERVISION HOLDINGS, LP | | 081-02-41826 | | 02-41826 | | 250 |
FRONTIERVISION OPERATING PARTNERS, LLC | | 081-02-41825 | | 02-41825 | | 250 |
FRONTIERVISION OPERATING PARTNERS, LP | | 081-02-41821 | | 02-41821 | | 26,730,647 |
FRONTIERVISION PARTNERS, LP | | 081-02-41828 | | 02-41828 | | 250 |
FT MYERS CABLEVISION, LLC | | 081-02-41948 | | 02-41948 | | — |
FT. MYERS ACQUISITION LIMITED PARTNERSHIP | | 081-02-41949 | | 02-41949 | | 250 |
GENESIS CABLE COMMUNICATIONS SUBSIDIARY, LLC | | 081-02-41903 | | 02-41903 | | — |
GLOBAL ACQUISITION PARTNERS, LP | | 081-02-41933 | | 02-41933 | | 1,836,240 |
GLOBAL CABLEVISION II, LLC | | 081-02-41934 | | 02-41934 | | 250 |
GRAFTON CABLE COMPANY | | 081-02-41788 | | 02-41788 | | — |
GS CABLE, LLC | | 081-02-41907 | | 02-41907 | | — |
GS TELECOMMUNICATIONS LLC | | 081-02-41906 | | 02-41906 | | — |
HARRON CABLEVISION OF NEW HAMPSHIRE, INC. | | 081-02-41750 | | 02-41750 | | 2,718,652 |
HUNTINGTON CATV, INC. | | 081-02-41765 | | 02-41765 | | — |
IMPERIAL VALLEY CABLEVISION, INC. | | 081-02-41876 | | 02-41876 | | 1,048,734 |
KALAMAZOO COUNTY CABLEVISION, INC. | | 081-02-41922 | | 02-41922 | | 250 |
KEY BISCAYNE CABLEVISION | | 081-02-41898 | | 02-41898 | | 179,330 |
KOOTENAI CABLE, INC. | | 081-02-41875 | | 02-41875 | | 1,072,466 |
LAKE CHAMPLAIN CABLE TELEVISION CORPORATION | | 081-02-41911 | | 02-41911 | | 260,129 |
LEADERSHIP ACQUISITION LIMITED PARTNERSHIP | | 081-02-41931 | | 02-41931 | | — |
LOUISA CABLEVISION, INC. | | 081-02-41760 | | 02-41760 | | 48,638 |
MANCHESTER CABLEVISION, INC. | | 081-02-41758 | | 02-41758 | | — |
MARTHA'S VINEYARD CABLEVISION, LP | | 081-02-41805 | | 02-41805 | | 228,161 |
MERCURY COMMUNICATIONS, INC. | | 081-02-41840 | | 02-41840 | | — |
MICKELSON MEDIA OF FLORIDA, INC. | | 081-02-41874 | | 02-41874 | | 281,795 |
MICKELSON MEDIA, INC. | | 081-02-41782 | | 02-41782 | | 137,921 |
MONTGOMERY CABLEVISION, INC. | | 081-02-41848 | | 02-41848 | | 250 |
54
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Cash Disbursements
for the Month Ended April 30, 2005
Legal Entity
| | Account Number
| | Case Number
| | Disbursements
|
---|
MONUMENT COLORADO CABLEVISION, INC. | | 081-02-41932 | | 02-41932 | | 155,898 |
MOUNTAIN CABLE COMMUNICATIONS CORPORATION | | 081-02-41916 | | 02-41916 | | 250 |
MOUNTAIN CABLE COMPANY, LP | | 081-02-41909 | | 02-41909 | | 4,468,905 |
MT. LEBANON CABLEVISION, INC | | 081-02-41920 | | 02-41920 | | — |
MULTI-CHANNEL TV CABLE COMPANY | | 081-02-41921 | | 02-41921 | | 561,775 |
NATIONAL CABLE ACQUISITION ASSOCIATES, LP | | 081-02-41952 | | 02-41952 | | 2,959,023 |
OLYMPUS CABLE HOLDINGS, LLC | | 081-02-41925 | | 02-41925 | | 7,676,399 |
OLYMPUS CAPITAL CORPORATION | | 081-02-41930 | | 02-41930 | | 250 |
OLYMPUS COMMUNICATIONS HOLDINGS, LLC | | 081-02-41953 | | 02-41953 | | — |
OLYMPUS COMMUNICATIONS, LP | | 081-02-41954 | | 02-41954 | | 1,250 |
OLYMPUS SUBSIDIARY, LLC | | 081-02-41928 | | 02-41928 | | — |
OWENSBORO INDIANA, LP | | 081-02-41773 | | 02-41773 | | — |
OWENSBORO ON THE AIR, INC. | | 081-02-41777 | | 02-41777 | | 500 |
OWENSBORO-BRUNSWICK, INC. | | 081-02-41730 | | 02-41730 | | 4,095,213 |
PAGE TIME, INC. | | 081-02-41839 | | 02-41839 | | 950 |
PARAGON CABLE TELEVISION, INC. | | 081-02-41778 | | 02-41778 | | 750 |
PARAGON CABLEVISION CONSTRUCTION CORPORATION | | 081-02-41775 | | 02-41775 | | — |
PARAGON CABLEVISION MANAGEMENT CORPORATION | | 081-02-41776 | | 02-41776 | | — |
PARNASSOS COMMUNICATIONS, LP | | 081-02-41846 | | 02-41846 | | 259,235 |
PARNASSOS HOLDINGS, LLC | | 081-02-41845 | | 02-41845 | | — |
PARNASSOS, LP | | 081-02-41843 | | 02-41843 | | 18,351,303 |
PERICLES COMMUNICATIONS CORPORATION | | 081-02-41919 | | 02-41919 | | 250 |
PULLMAN TV CABLE CO., INC. | | 081-02-41873 | | 02-41873 | | 589,627 |
RENTAVISION OF BRUNSWICK, INC. | | 081-02-41872 | | 02-41872 | | 218,995 |
RICHMOND CABLE TELEVISION CORPORATION | | 081-02-41912 | | 02-41912 | | 80,141 |
RIGPAL COMMUNICATIONS, INC. | | 081-02-41917 | | 02-41917 | | — |
ROBINSON/PLUM CABLEVISION, LP | | 081-02-41927 | | 02-41927 | | 495,473 |
S/T CABLE CORPORATION | | 081-02-41791 | | 02-41791 | | 250 |
SABRES, INC. | | 081-02-41838 | | 02-41838 | | 250 |
SCRANTON CABLEVISION, INC. | | 081-02-41761 | | 02-41761 | | 2,270,573 |
SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC. | | 081-02-41767 | | 02-41767 | | — |
SOUTHEAST FLORIDA CABLE, INC. | | 081-02-41900 | | 02-41900 | | 14,185,435 |
SOUTHWEST COLORADO CABLE INC. | | 081-02-41769 | | 02-41769 | | 175,841 |
SOUTHWEST VIRGINIA CABLE, INC. | | 081-02-41833 | | 02-41833 | | 870,805 |
STAR CABLE INC. | | 081-02-41787 | | 02-41787 | | 250 |
STARPOINT, LIMITED PARTNERSHIP | | 081-02-41897 | | 02-41897 | | 88,180 |
SVHH CABLE ACQUISITION, LP | | 081-02-41836 | | 02-41836 | | 1,278,821 |
SVHH HOLDINGS, LLC | | 081-02-41837 | | 02-41837 | | — |
TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE | | 081-02-41798 | | 02-41798 | | 252,440 |
TELE-MEDIA COMPANY OF TRI-STATES, LP | | 081-02-41809 | | 02-41809 | | — |
TELE-MEDIA INVESTMENT PARTNERSHIP, LP | | 081-02-41951 | | 02-41951 | | 2,124,910 |
TELESAT ACQUISITION LIMITED PARTNERSHIP | | 081-02-41929 | | 02-41929 | | — |
55
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Cash Disbursements
for the Month Ended April 30, 2005
Legal Entity
| | Account Number
| | Case Number
| | Disbursements
|
---|
TELESAT ACQUISITION, LLC | | 081-02-41871 | | 02-41871 | | | 2,438,133 |
THE GOLF CLUB AT WENDING CREEK FARMS, LLC | | 081-02-41841 | | 02-41841 | | | 1,049 |
THE MAIN INTERNETWORKS, INC. | | 081-02-41818 | | 02-41818 | | | — |
THE WESTOVER TV CABLE CO., INC. | | 081-02-41786 | | 02-41786 | | | 250 |
THREE RIVERS CABLE ASSOCIATES, LP | | 081-02-41910 | | 02-41910 | | | 879,732 |
TIMOTHEOS COMMUNICATIONS, LP | | 081-02-41901 | | 02-41901 | | | 250 |
TMC HOLDINGS CORPORATION | | 081-02-41803 | | 02-41803 | | | 500 |
TMC HOLDINGS, LLC | | 081-02-41802 | | 02-41802 | | | — |
TRI-STATES, LLC | | 081-02-41810 | | 02-41810 | | | 250 |
UCA LLC | | 081-02-41834 | | 02-41834 | | | 11,297,103 |
UPPER ST. CLAIR CABLEVISION INC | | 081-02-41918 | | 02-41918 | | | — |
US TELE-MEDIA INVESTMENT COMPANY | | 081-02-41835 | | 02-41835 | | | 256 |
VALLEY VIDEO, INC. | | 081-02-41870 | | 02-41870 | | | 149,583 |
VAN BUREN COUNTY CABLEVISION, INC. | | 081-02-41832 | | 02-41832 | | | 176,198 |
WARRICK CABLEVISION, INC | | 081-02-41866 | | 02-41866 | | | — |
WARRICK INDIANA, LP | | 081-02-41865 | | 02-41865 | | | 183,383 |
WELLSVILLE CABLEVISION, LLC | | 081-02-41806 | | 02-41806 | | | 374,759 |
WEST BOCA ACQUISITION LIMITED PARTNERSHIP | | 081-02-41899 | | 02-41899 | | | 1,645,759 |
WESTERN NY CABLEVSION, LP | | 081-02-41847 | | 02-41847 | | | — |
WESTVIEW SECURITY, INC | | 081-02-41896 | | 02-41896 | | | — |
WILDERNESS CABLE COMPANY | | 081-02-41869 | | 02-41869 | | | 229,537 |
YOUNG'S CABLE TV CORP | | 081-02-41915 | | 02-41915 | | | 306,098 |
YUMA CABLEVISION, INC. | | 081-02-41868 | | 02-41868 | | | 1,334,517 |
| | | | | |
|
| | | | | | $ | 354,703,314 |
| | | | | |
|
56
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Insurance Coverage
Coverage**
| | Company
| | Policy No.
| | Term
|
---|
Commercial Property | | Lexington, C N A, RSUI | | 7474233; 1098648388; 335349 | | 05/16/04-05/16/05 |
Commercial General Liability | | AIG (American Home Assurance Co) | | 4806343, 4806117, 4806148 | | 05/16/04-05/16/05 |
Commercial Automobile Liability | | AIG (American Home Assurance Co) | | MA-5189088 VA-5189089 | | 05/16/04-05/16/05 |
| | | | TX-5189090 All other states - 5189087 | | |
Excess Automobile Liability | | AIG (Lexington) | | All States - 4261364 | | 05/16/04-05/16/05 |
Worker's Compensation | | AIG (New Hampshire Ins. Co., AI South Insurance Co., National Union Fire Insurance Co. of VT, and Ins. Co. State of PA) | | All states except monopolistic policy numbers 5212710, 5212711, 5212712, 5212713 | | 05/16/04-05/16/05 |
Ohio | | Ohio Bureau of Workers Compensation | | 1328524 | | Ongoing* |
Washington State | | WA Department of Labor & Industry | | 083 004 452 | | 10/1/99 - Ongoing* |
West Virginia | | West Virginia Workers' Compensation | | 20104948 101 | | 10/1/99 - Ongoing* |
Wyoming | | Wyoming Department of Employment | | 366575/989582 | | 10/1/99 - Ongoing* |
International Package Policy(Liability & Foreign Voluntary Comp) | | ACE USA (ACE American Insurance Co.) | | PHR073190 | | 10/15/04-10/15/05 |
Employment Practices Liability | | AXIS Reinsurance Co. | | RBN505212 | | 03/18/05-03/18/06 |
57
ADELPHIA COMMUNICATIONS CORPORATION, et al.
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Court Reporting schedules for Insurance Coverage
Coverage**
| | Company
| | Policy No.
| | Term
|
---|
Aircraft Policy | | AIG (National Union Fire Insurance Co.) | | GM3380176-02 | | 1/01/04-11/01/05 |
Umbrella Liability | | Zurich (American Guarantee & Liability Insurance Co.) | | AUC937411601 | | 05/16/04-05/16/05 |
Excess Umbrella Liability | | XL, St. Paul, Zurich | | S00006683L104A, Q16400089, AEC380810300 | | 05/16/04-05/16/05 |
Special Crime | | Liberty Insurance Underwriters | | 180933013 | | 12/19/04-12/31/05 |
New York Disability | | Cigna | | NYD 074487 | | 07/01/04-12/31/05 |
Pollution Liability | | Quanta Specialty Lines Insurance Company | | On-site coverage (2000265) Off-site coverage (2000266) | | 01/01/05-01/01/06 |
Fiduciary Liability Insurance | | Houston Casualty Co. | | 14MG03A2983 | | 12/08/04-12/31/05 |
Primary Directors & Officers Liability | | Houston Casualty (U.S. Specialty Insurance Co.) | | 14MGU04A4702 | | 12/31/04-12/31/05 |
Directors & Officers Liability Tail | | Associated Electric & Gas Insurance Services Limited (AEGIS) | | D0999A1A00 | | 12/31/03-12/31/05 (Extension of 12/31/00-12/31/03 policy) |
Excess Directors & Officers Liability | | AIG (National Union Fire Insurance Co.). Hartford (Twin City Fire Ins. Co.) Axis Reinsurance Co. Old Republic Insurance Co. | | To Be Determined To Be Determined To Be Determined To Be Determined | | 12/31/04-12/31/05 12/31/04-12/31/05 12/31/04-12/31/05 12/31/04-12/31/05 |
Blanket Fidelity Bond incl ERISA | | Great American Insurance Co. | | 554-43-87 | | 05/16/04-05/16/05 |
Technology &Media Professional Liability (Errors and Omissions) | | ACE (Illinois Union Insurance Company) | | EON G21640104 003 | | 04/01/05—04/01/06 |
- *
- Ongoing means until the policy is cancelled by Adelphia or carrier
- **
- The named insured is Adelphia Communications Corporation et al for all of the coverages.
58
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