EXHIBIT 99.1
FOR IMMEDIATE RELEASE :
INVESTOR AND MEDIA CONTACT:
George E. Willett, President and CFO
High Speed Access Corp.
(502) 657-6341
HIGH SPEED ACCESS CORP. ANNOUNCES INTENT NOT TO MAKE ANY
FURTHER DISTRIBUTIONS UNTIL DECEMBER 2005, TO DEREGISTER ITS
SECURITIES, CLOSE ITS STOCK TRANSFER BOOKS AND TRANSFER TO A
LIQUIDATING TRUST AT YEAR-END 2003
LOUISVILLE, Ky., November 14, 2003 -- High Speed Access Corp. "HSA" (OTCBB:
HSAC) announced today that its Board of Directors has authorized, effective as
of close of business on December 31, 2003, the transfer of the Company's
remaining assets and liabilities to a liquidating trust, the deregistration of
the Company's securities under the Securities Exchange Act of 1934, closure of
the Company's stock transfer books and cancellation of the Company's shares of
common stock in exchange for beneficial interests in the liquidating trust. In
addition, the Company announces that following the filing of its quarterly
report on Form 10-Q with the Securities Exchange Commission for the period ended
September 30, 2003, the Company intends to cease the filing of quarterly
securities reports on Form 10-Q or proxy solicitations under the Securities
Exchange of 1934. Instead, the Company expects to file only abbreviated reports
on Form 10-K or 8-K regarding any material changes to its net assets in
liquidation and changes in net assets in liquidation or financial position and
cash flows for the relevant period.
The Company also announced that it does not expect, nor does it expect
the liquidating trustee, to make any additional liquidating distributions until
the Company makes a final liquidation payment on or before December 31, 2005.
As of September 30, 2003, the Company had the following net assets in
liquidation:
HIGH SPEED ACCESS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<Table>
<Caption>
SEPTEMBER 30, DECEMBER 31,
2003 2002
-------------- --------------
ASSETS
Cash and cash equivalents $ 1,456 $ 63,640
Short-term investments 416 1,237
Interest receivable 33 392
Charter holdback -- 2,092
Furniture and fixtures 53 113
-------------- --------------
Total assets 1,958 67,474
-------------- --------------
LIABILITIES
Accounts payable and accrued liabilities 273 2,571
Estimated costs to be incurred during the wind-up period 529 1,089
-------------- --------------
Total liabilities 802 3,660
-------------- --------------
Net assets in liquidation 1,156 63,814
Less: Contingency reserve 1,150 2,000
-------------- --------------
Net assets available for distribution to stockholders $ 6 $ 61,814
============== ==============
Net assets in liquidation per share $ 0.03 $ 1.58
Net assets available for distribution to stockholders per $ 0.00 $ 1.53
share
Outstanding shares used in computing per share amounts 40,294,783 40,294,783
</Table>
Stockholders are reminded that the Company's stock cannot be traded
publicly once the Company converts to a liquidating trust. After the Company's
stock transfer books have been closed, the Company's stockholders will own a
beneficial interest in the liquidating trust according to their holdings of
common stock, and certificates representing shares of common stock will not be
assignable or transferable on the Company's books except by will, intestate
succession or operation of law. After the final record date for the recording of
stock transfers, the Company will not issue any new stock certificates, other
than replacement certificates.
Stockholders are urged to consult their tax advisors with respect to
the tax consequences of the Company's liquidating distributions and the closure
of the Company's stock transfer books. The following summary of certain income
tax consequences differs from the summary contained in the Company's Form 10-Q
for the quarter ended June 30, 2003 with respect to the timing of recognition of
loss for Federal income tax purposes upon the Company's transfer of assets to
the liquidating trust, and is included for general information only and does not
constitute legal advice to any stockholder.
The Company intends to transfer its remaining assets and liabilities to
the liquidating trust so that stockholders will be treated for tax purposes as
having received their proportionate share of the property at the time it is
transferred to the liquidating trust. In such event, the amount of the
distribution deemed to have been received by a stockholder will be reduced by
their proportionate share of known liabilities assumed by the liquidating trust
or to which the property transferred is subject. Assuming such treatment is
achieved, assets transferred to the liquidating trust will cause the
stockholders to be treated in the same manner for Federal income tax purposes as
if the stockholders had received a distribution directly from the Company and
they may be subject to tax on their proportionate net value of such transferred
assets even though they will not have received any actual distributions from the
Company or the liquidating trust with which to pay the tax. In most cases,
stockholders will recognize gain or loss equal to the difference between (i) the
sum of the amount of cash and the fair market value (at the time of
distribution) of any property deemed to have been distributed to them (net of
their proportionate share of liabilities), and (ii) their tax basis in their
shares of the common stock. A stockholder's tax basis in his or her shares will
depend upon various factors, including the amount paid by the stockholder for
his or her shares and the amount and nature of any distributions received with
respect to those shares. Any gain or loss recognized by a stockholder will be
capital gain or loss provided the shares are held as capital assets.
The liquidating trust itself should not be subject to tax. After
formation of the liquidating trust, the stockholders will take into account for
Federal income tax purposes their allocable portion of any income, gain or loss
recognized by the liquidating trust. As a result of the ongoing operations of
the liquidating trust, stockholders should be aware that they may be subject to
tax, whether or not they have received any actual distribution from the
liquidating trust with which to pay the tax.
Cautionary Note Regarding Forward-Looking Statements about HSA: This
press release contains statements about future events and expectations that are
"forward-looking statements." Any statement in this press release that is not a
statement of historical fact is a forward-looking statement that involves known
and unknown risks, uncertainties and other factors which may cause the company's
distributions, actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements, including the actions and timing of
actions relating to the plan of liquidation and dissolution. Specific factors
that might cause such a difference include, but are not limited to: the impact
of assessing or resolving potential or outstanding litigation; the magnitude of
any claims, including any claims in connection with the sale of certain of our
operating assets to Charter Communications in February 2002; and those risks and
uncertainties discussed in filings made by the Company with the Securities and
Exchange Commission. For a detailed discussion of these and other cautionary
statements, please refer to the Company's filings with the Securities and
Exchange Commission (SEC). The forward-looking statements in this press release
are made as of the date hereof and the Company assumes no obligation to update
them.