SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
COMMISSION FILE NUMBER 333-91469
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2001
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: Not Applicable
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: Not Applicable
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PART I
REGISTRANT INFORMATION
Full name of registrant: Pathnet Telecommunications, Inc.
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Former name if applicable: Not Applicable
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Address of principal executive office (street and number): 11720 Sunrise
Valley Drive
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City, State and Zip Code: Reston, Virginia 20191
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PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period:
We require additional time to prepare and file our Annual Report on Form
10-K for the fiscal year ended December 31, 2000 in order to prepare the
financial statements and explanatory notes to be included in the subject report
and to provide the related disclosure in the Form 10-K. This extension is
required primarily due to the complexity in the application of SFAS 121
Accounting for the Impairment of Long-Lived Assets to be disposed of as a result
of recent events and circumstances. We have taken reasonable steps to resolve
this matter, but we have not yet been successful in doing so. We were therefore
unable to timely file our Form 10-K for the yearly period ended December 31,
2000.
We intend to file our Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 no later than the fifteenth calendar day following the
prescribed due date, as contemplated by Rule 12b-25(b)(2) promulgated under the
Securities Exchange Act of 1934, as amended.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
James M Craig (703) 390-1000
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(Name) (Area Code and Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Pathnet Telecommunications, Inc.
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(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized:
Date: April 2, 2001 By: /s/ Shawn F. O'Donnell
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Name: Shawn F. O'Donnell
Title: Executive Vice President,
Network Services
PART IV - OTHER INFORMATION
We incurred significant losses in the twelve month period ending December
31, 2000. Because a significant portion of these losses are the result of asset
impairments, and because we have not yet been able to determine the precise
amount of their impairment adjustments, we have not been able to finalize our
financial statements. We estimate that our impairment adjustment will be in the
range of $250 to $270 million. However, because the market for these assets is
not well developed, our valuations are only our best estimates and it is
possible that these assets could be worth more or less than their written down
values in a future asset sale or sale as part of a viable going concern. We
estimate that our revenue for the twelve month period ended December 31, 2000,
to be in the range of $40 to $45 million, as compared to revenue of $3.3 million
for 1999. This increase is mainly attributable to revenues from our sale of
construction services. We estimate that the cost of services for the year ended
December 31, 2000, to be approximately $15 million as compared to $8.2 million
for 1999. This increase is related to operating expenses as we put more of our
network into service. We expect our selling, general and administrative expenses
to be in the range of $35 to $40 million for the year ended December 31, 2000,
compared to $14.7 in 1999. The increase is attributable to additional staff
costs incurred as we continued to develop our infrastructure, along with
administrative costs related to obtaining regulatory status and deferred
compensation expense for stock options.
Our current cash resources and expected revenues from operations are
insufficient to meet our existing obligations and our long-term needs for
continuing operations. We have been unable to obtain sufficient additional
financing to sustain our operations. Consequently, on April 2, 2001, we, along
with several of our subsidiaries, filed voluntary petitions for Chapter 11
bankruptcy protection with the U.S. Bankruptcy Court of the District of
Delaware. We have petitioned the court to allow us to operate our business as
debtors-in-possession. There is substantial doubt as to our ability to continue
as a going concern. We are currently pursuing strategic alternatives that may be
available to us, including a potential sale of all or a substantial portion of
our business or assets, and a liquidation of the remainder.
EXHIBIT 1
James M. Craig
Chief Financial Officer
Pathnet Telecommunications, Inc.
11720 Sunrise Valley Drive
Reston, Virginia 20191
Dear James:
You have furnished us with a copy of your "Notification of Late Filing" on Form
12b-25 dated April 2, 2001.
We are in agreement with the comments under Part III of the Form with respect to
the reasons why we are unable to furnish our report on the financial statements
of Pathnet Telecommunications, Inc. on or before the date the Form 10-K of
Pathnet Telecommunications, Inc. for the year ended December 31, 2000 is
required to be filed.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP