EX-99.1 2 dex991.htm MONTHLY OPERATING REPORT DATED APRIL 26, 2004 Monthly Operating Report Dated April 26, 2004

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 March 31, 2004 **

 

Debtors’ Address:

5619 DTC Parkway

Greenwood Village, CO 80111

 

Willkie Farr & Gallagher LLP

(Debtors’ Attorneys)

 

Monthly Operating Loss: $(49,202)

($ 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: April 26, 2004

 

/s/ Scott Macdonald

Scott 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 preliminary and subject to revision. The Debtors reserve all rights to revise this report.

 


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

UNAUDITED CONSOLIDATED BALANCE SHEET

(Dollars in thousands, except per share amounts)

 

     March 31,
2004


 

ASSETS:

        

Cash and cash equivalents

   $ 267,482  

Restricted cash

     82,692  

Subscriber receivables – net

     213,957  

Prepaid expenses

     71,456  

Investments

     22,822  

Intercompany receivables

     27,662,913  

Related party receivables

     1,891,331  

Property, plant and equipment - net

     7,016,360  

Intangible assets – net

     15,400,984  

Other assets – net

     431,762  
    


Total assets

   $ 53,061,759  
    


LIABILITIES AND STOCKHOLDERS’ EQUITY:

        

Accounts payable

   $ 110,251  

Subscriber advance payments and deposits

     123,098  

Accrued interest and other liabilities

     503,745  

Intercompany payables

     616,939  

Related party payables

     162,471  

Parent and subsidiary debt

     403,433  

Deferred income taxes

     2,004,835  
    


       3,924,772  
    


Liabilities subject to compromise:

        

Parent and subsidiary debt

     13,421,601  

Parent and subsidiary debt under co-borrowing credit facilities attributable to Rigas family entities

     2,846,156  
    


       16,267,757  

Accounts payable

     980,025  

Accrued interest and other liabilities

     534,072  

Intercompany payables

     27,012,249  

Related party payables

     1,358,965  

Cumulative redeemable exchangeable preferred stock

     148,794  
    


Total liabilities subject to compromise

     46,301,862  
    


Total liabilities

     50,226,634  
    


Minority interests

     544,022  
    


Stockholders’ equity:

        

Convertible preferred stock

     397  

Class A and Class B common stock, $.01 par value, 1,500,000,000 shared authorized, 254,842,461 shares issued and outstanding

     2,548  

Additional paid-in capital

     9,460,346  

Accumulated other comprehensive loss

     (6,585 )

Accumulated deficit

     (4,170,046 )

Treasury stock, at cost

     (149,401 )
    


       5,137,259  

Amounts due from Rigas family entities under co-borrowing credit facilities

     (2,846,156 )
    


Total stockholders’ equity

     2,291,103  
    


Total liabilities and stockholders’ equity

   $ 53,061,759  
    


 

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
March 31, 2004


    Twenty-one
Months Ended
March 31, 2004


 

Revenue

   $ 322,775     $ 6,215,530  

Cost and expenses:

                

Direct operating and programming

     209,300       4,028,366  

Selling, general and administrative

     31,065       395,575  

Depreciation and amortization

     115,490       1,611,984  

Impairment of long-lived and other assets

     —         72,134  

Non-recurring professional fees

     6,748       99,146  
    


 


Operating income (loss) before reorganization expenses due to bankruptcy

     (39,828 )     8,325  

Reorganization expenses due to bankruptcy

     9,374       158,236  
    


 


Operating loss

     (49,202 )     (149,911 )
    


 


Other income (expense):

                

Interest expense

     (32,461 )     (714,071 )

Equity in losses of affiliates –net

     (352 )     (107,711 )

Minority interest in losses of subsidiaries - net

     3,446       16,835  

Other-than-temporary impairment of investments and other assets

     —         (72,909 )

Other

     2,895       15,157  
    


 


       (26,472 )     (862,699 )
    


 


Net loss before income taxes

     (75,674 )     (1,012,610 )

Income tax benefit

     —         35  
    


 


Net loss applicable to common stockholders

   $ (75,674 )   $ (1,012,575 )
    


 


Net loss per weighted average share outstanding - basic and diluted

   $ (0.30 )   $ (3.99 )
    


 


Weighted average shares outstanding (in thousands) - basic and diluted

     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
March 31, 2004


    Twenty-one
Months Ended
March 31, 2004


 

Cash flows from operating activities:

                

Net loss

   $ (75,674 )   $ (1,012,575 )

Adjustments to reconcile net loss to net cash provided by operating activities:

                

Depreciation and amortization

     115,490       1,611,984  

Amortization of bank financing costs

     2,123       36,594  

Impairment of long-lived and other assets

     —         72,134  

Other-than-temporary impairment of investments and other assets

     —         72,909  

Minority interest in losses of subsidiaries – net

     (3,446 )     (16,835 )

Equity in losses of affiliates, net

     352       107,711  

Gain on sale of assets – net

     —         (3,864 )

Other non-cash items

     —         3,856  

Reorganization expenses due to bankruptcy

     9,374       158,236  

Non-recurring professional fees, net of amounts paid

     4,054       28,334  

Change in assets and liabilities:

                

Subscriber receivables – net

     1,182       (13,143 )

Prepaid expenses – net

     7,545       (17,539 )

Other assets – net

     (1,551 )     (61,119 )

Accounts payable

     (37,491 )     7,330  

Subscriber advance payments and deposits

     29,474       45,266  

Accrued interest and other liabilities

     26,180       306,711  

Liabilities subject to compromise

     (1,258 )     (1,258 )

Intercompany receivables and payables – net

     (7,165 )     (20,573 )
    


 


Net cash provided by operating activities before payment of reorganization expenses

     69,189       1,304,159  

Reorganization expenses paid during the period

     (4,668 )     (123,985 )
    


 


Net cash provided by operating activities

     64,521       1,180,174  
    


 


Cash flows from investing activities:

                

Expenditures for property, plant and equipment

     (76,589 )     (1,257,370 )

Cash paid for acquisitions

     —         (2,890 )

Changes in restricted cash

     (70 )     (81,310 )

Investment distributions and contributions – net

     —         (2,697 )

Related party receivables and payables – net

     6,191       30,342  

Other

     —         118  
    


 


Net cash used in investing activities

     (70,468 )     (1,313,807 )
    


 


Cash flows from financing activities:

                

Proceeds from debt

     39,000       357,000  

Payments of debt

     (1,591 )     (49,473 )

Payment of debtor in possession bank financing costs

     —         (48,797 )
    


 


Net cash provided by financing activities

     37,409       258,730  
    


 


Change in cash and cash equivalents

     31,462       125,097  

Cash and cash equivalents, beginning of period

     236,020       142,385  
    


 


Cash and cash equivalents, end of period

   $ 267,482     $ 267,482  
    


 


 

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

(Dollars in thousands)

 

1. Organization, Business and Proceedings under Chapter 11

 

Adelphia Communications Corporation and subsidiaries (“Adelphia” or the “Company”) owns, operates and manages cable television systems and other related businesses. Adelphia’s operations primarily consist of providing analog and digital cable services, high-speed Internet access and other advanced services over Adelphia’s broadband networks. These services are generally provided to residential customers. These services are offered in the respective franchise areas under the name Adelphia. Cable systems owned by Adelphia are located in 30 states and Puerto Rico, with large clusters in Los Angeles, Western Pennsylvania, Ohio, Western New York, New England, Florida, Virginia and Colorado Springs.

 

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/entities (the “Non-Filing Entities”) who did not file voluntary petitions under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) and Century-ML Cable Venture (“CMLCV”), a joint venture of which Adelphia is the managing partner and whose bankruptcy filing is administered separately. The Non-Filing Entities as of March 31, 2004 include Palm Beach Group Cable, Inc., Palm Beach Group Cable Joint Venture, Century-ML Cable Corporation, Praxis Capital Ventures, L.P., St. Mary’s Television, Inc., Adelphia Brasil, Ltda, STV Communications and Main Security Surveillance, Inc. As of and for the month ended March 31, 2004, 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 any entities owned and/or controlled by John J. Rigas or his family (the “Rigas Family” or “Rigas Entities”).

 

Bankruptcy Proceedings

 

On June 25, 2002, Adelphia and all of its wholly-owned subsidiaries (excluding Century Communications Corporation (“Century”) which filed on June 10, 2002) (all filing entities, including Century, herein known as the “Debtors” or “Filing Entities”), except for the Non-Filing Entities and CMLCV which filed on September 30, 2002 (see Note 19), filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court. The Debtors are operating their business as debtors-in-possession under Chapter 11. On July 11, 2002, the Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) appointed a statutory committee of unsecured creditors (the “Creditors’ Committee”). In addition, on July 31, 2002, the U.S. Trustee appointed a statutory committee of equity holders (the “Equity Committee” and collectively with the Creditors’ Committee, the “Committees”). The Committees have the right to, among other things, review and object to certain business transactions and may participate in the formulation of the Company’s long-term business plan and plan of reorganization. The Company has received several extensions from the Bankruptcy Court of the period within which to file a plan of reorganization (the “Exclusive Period”) and solicit acceptances thereof (the “Solicitation Period”), with the latest extension of the Exclusive Period and the Solicitation Period being through February 17, 2004 and April 20, 2004, respectively. On February 9, 2004, the Debtors filed a motion requesting an additional extension of the Exclusive and Solicitation Periods to April 17, 2004 and June 19, 2004, respectively. On February 5, 2004, the Equity Committee filed a motion to terminate the Debtors’ Exclusive and Solicitation Periods. On February 17, 2004, the Rigas Family filed a motion to terminate the Debtors’ Exclusive and Solicitation Periods. Other objections have been filed to the Debtors’ extension motion by parties in interest in these cases, including by the agents for the pre-petition lenders and certain creditors. Bridge orders were entered by the Bankruptcy Court extending the Exclusive and Solicitation Periods until the hearing on the motions is held and a determination by the Bankruptcy Court is made. A hearing on all of these motions has been adjourned to a date to be determined by the Bankruptcy Court.

 

5


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

On February 25, 2004, the Debtors filed their proposed joint plan of reorganization (the “Plan”) and related draft disclosure statement with the Bankruptcy Court and announced that they had received commitments for $8.8 billion in exit financing. A hearing on the Debtors motion seeking approval of the exit financing is scheduled for May 4, 2004. The Debtors are not soliciting acceptances of the Plan at this time, and any such solicitation will be made only after the disclosure statement relating to the Plan has been approved by the Bankruptcy Court. In order to successfully emerge from bankruptcy, the Debtors must, among other things: (1) obtain an order of the Bankruptcy Court approving the disclosure statement as containing “adequate information”, (2) solicit the approval of the Plan from the holders of claims against and equity interests in each class that are impaired and not deemed to have rejected the Plan, (3) obtain an order from the Bankruptcy Court confirming the Plan and (4) consummate the Plan. No date for a hearing on the disclosure statement has been scheduled at this time. In order to obtain a confirmation order, the Bankruptcy Court will have to find, among other things, that each class of impaired claims or equity interests has either accepted the Plan or the Plan meets the requirements of the Bankruptcy Code to “cram down” the non-accepting class. In addition, the Bankruptcy Court must find that the Plan meets certain other requirements specified in the Bankruptcy Code. Confirmation of the Plan would resolve, among other things, the Debtors’ pre-petition obligations, determine the revised capital structure of the newly reorganized Debtors and provide for their corporate governance following emergence from bankruptcy. There can be no assurance that the Bankruptcy Court will find that the Plan satisfies all requirements necessary for confirmation by the Bankruptcy Court. There also can be no assurance that modifications to the Plan will not be required for confirmation or that such modifications would not necessitate the resolicitation of votes of holders of claims and equity interests. In addition, if the Plan is rejected by certain classes of claims or equity interests, the Bankruptcy Court may or may not confirm it. Adelphia believes that the Plan will be declared effective soon after the Plan is confirmed. However, because the resolution of several matters are conditions to the consummation of the Plan, there can be no assurance as to whether or when the Plan will be confirmed by the Bankruptcy Court, or if confirmed whether or when the Plan will be consummated. While the Plan proposes, among other things, the reorganization of the Debtors and claims against them, it does not address the reorganization of CMLCV.

 

On April 22, 2004, the Debtors announced that they will explore a possible sale of the Company as one alternative to a plan for an independent company upon emergence. The Debtors intend to determine whether a sale process will deliver greater value to the Debtors’ constituencies than the value proposed by the Debtors’ original proposed plan of reorganization filed February 25, 2004, which currently contemplates Adelphia’s emergence from Chapter 11 as an independent entity. While the Debtors will explore the possible sale, the Debtors also intend to continue to pursue a plan for an independent company upon emergence. The Debtors intend to compare the value created in both approaches and to pursue the course of action that is in the best interests of their constituents.

 

Bankruptcy Costs and Fees

 

In connection with the effectiveness of a plan or plans of reorganization, the Company will incur certain costs and fees. Certain of these expenses will be due once the plan of reorganization is approved 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 to representatives of the Company and Committees upon the Company’s emergence from bankruptcy. Currently, these contingent fees are estimated to be between $27,000 to $31,500. As no plan or plans of reorganization have been confirmed by the Bankruptcy Court, no accrual for such amounts has been recorded in the accompanying unaudited consolidated financial statements.

 

Basis of Presentation

 

Until a plan or plans of reorganization is confirmed by the Bankruptcy Court, the unaudited consolidated financial statements of the Company have been prepared using guidance prescribed by the American Institute of Certified Public Accountants’ (“AICPA”) Statement of Position 90-7 “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”) and generally accepted accounting principles in the United States of America (“GAAP”). These unaudited consolidated financial statements are not intended to present fairly the financial position of the Company as of March 31, 2004, or

 

6


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

the results of its operations or its cash flows for the one and twenty-one month periods ended March 31, 2004 in conformity with GAAP because the accompanying unaudited consolidated financial statements exclude the financial position, results of operations and cash flows of the Non-Filing entities and CMLCV. Furthermore, the accompanying unaudited consolidated financial statements do not include all of the information and footnote disclosures required by GAAP for complete financial statements.

 

The accompanying unaudited consolidated financial statements of the Company have been prepared on a going concern basis, which assumes the realization of assets and the payment of liabilities in the ordinary course of business, and do not reflect any adjustments that might result if the Company is unable to continue as a going concern. As a result of the reorganization proceedings under Chapter 11 of the Bankruptcy Code, the Company may take, or may be required to take, actions which may cause assets to be realized, or liabilities to be liquidated, for amounts other than those reflected in the accompanying unaudited consolidated financial statements. SOP 90-7 requires that pre-petition liabilities that are subject to compromise be segregated in the unaudited 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 unaudited consolidated statements of operations. See Note 5 to these unaudited consolidated financial statements for further discussion. As a result of the Company’s recurring losses, the Chapter 11 filing and circumstances relating to these events (including the Company’s debt structure), actions taken by Rigas management and current economic conditions, realization of assets and liquidation of liabilities are subject to significant uncertainty. In order to provide liquidity through June 2004, the Company entered into an Amended and Restated Credit and Guaranty Agreement dated as of August 26, 2002, as amended, with a group of lenders led by JP Morgan Securities Inc. and CitiGroup Global Markets Inc. (formerly known as Salomon Smith Barney, Inc.) as Co-Lead Arrangers (the “DIP Lenders”), for a Debtor-in-Possession Credit Facility (the “DIP Facility”). On April 21, 2004, Adelphia Communications Corporation and certain of its subsidiaries filed a motion with the Bankruptcy Court seeking an order authorizing and approving a form of Second Amended and Restated Credit and Guaranty Agreement (the “Extended DIP Facility”) and a related commitment letter and fee letter, each dated April 16, 2004, and the payment of related fees and expenses. A hearing on the motion is presently scheduled for May 13, 2004. Certain terms of the Extended DIP Facility are more fully described in Note 2 below. See Note 2 to these unaudited consolidated financial statements for further discussion. The Company believes that cash flows from operations, along with the financing provided through the DIP Facility, should allow the Company to continue as a going concern; however, there can be no assurance of this. The Company’s ability to continue as a going concern is also dependent upon its ability to maintain compliance with covenants under the DIP Facility and the ability to generate sufficient cash flow from operations and financing sources to meet its obligations as they become due. In the event a Chapter 11 plan or plans of reorganization is confirmed by the Bankruptcy Court and becomes effective, continuation of the Company’s business thereafter will be dependent on the Company’s ability to achieve positive operating results and maintain satisfactory capital and liquidity. Until a plan or plans of reorganization is confirmed by the Bankruptcy Court and becomes effective, there can be no assurance that the Company will emerge from these bankruptcy proceedings. Furthermore, the effect on the Company’s business from the terms and conditions of such a plan or plans of reorganization cannot be determined at this time and, therefore, also raises substantial doubt regarding the Company’s ability to continue as a going concern.

 

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. Upon the application of such procedures (e.g., tests for asset impairment), the Company believes that the financial information of the Debtors will change, and these changes will be material. The Company’s intangible assets primarily consist of purchased franchises and goodwill that resulted from the allocation of the purchase price of previously acquired cable systems. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, the Company discontinued amortizing its purchased franchise and goodwill intangibles as of January 1, 2002. SFAS No. 142 requires annual testing for impairment of goodwill and indefinite-lived intangible assets (e.g., purchased franchise intangibles), or more frequently as warranted by events or changes in circumstances.

 

7


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

At this time, the Company has not completed its impairment test of its purchased franchise and goodwill intangible assets. Any adjustment, as a result of an analysis performed in accordance with SFAS No. 142, may have a material impact on the Company’s financial statements. Additionally, the Company has not completed its adoption of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses the financial accounting and reporting for the impairment of long-lived assets and long-lived assets to be disposed of. Once the Company has completed its adoption of SFAS No. 144, an adjustment to the financial statements may be required and this adjustment may be material to the financial statements. Furthermore, the Company disclosed in its Current Report on Form 8-K, dated June 10, 2002, that it believes that certain financial information reported by Rigas management was unreliable. As such, the books and records of the Company from which the accompanying unaudited consolidated financial statements of the Debtors are derived may not accurately reflect the financial condition, results of operations and cash flows of the Debtors.

 

The Company is 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. 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.

 

All significant intercompany accounts have been presented gross for purposes of these unaudited consolidated financial statements and accordingly, have not been eliminated in consolidation. GAAP would require that these intercompany balances be eliminated in consolidation. See Note 8 to these unaudited consolidated financial statements for further discussion.

 

As previously stated, certain footnote disclosures normally included in unaudited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all disclosures considered necessary for an informative presentation have been included herein. As further discussed in Dismissal of Former Independent Public Accountants/New Management below, PricewaterhouseCoopers, LLP (“PwC”), the Company’s independent auditors, has not completed its audit as of and for the years ended December 31, 2003, 2002 and 2001 or its re-audits as of and for the years ended December 31, 2000 and 1999.

 

Reclassification

 

Certain amounts for the twenty-one months ended March 31, 2004 have been reclassified to conform with the March 31, 2004 monthly presentation.

 

In accordance with SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” the Company has reclassified “Cumulative redeemable exchangeable preferred stock” as a liability in the accompanying unaudited consolidated balance sheet.

 

Dismissal of Former Independent Public Accountants/New Management

 

As disclosed in its Current Report on Form 8-K filed on June 14, 2002 as amended, the Company, on June 9, 2002, dismissed Deloitte & Touche LLP (“Deloitte”), its former independent public accountants.

 

As a result of actions taken by management of the Company during the time that it was controlled by the Rigas family (“Rigas Management”), the Company has not yet completed its financial statements as of and for the years ended December 31, 2003, 2002 and 2001 or received its independent auditor’s report thereon. In addition, the Company has not filed with the Securities and Exchange Commission (“SEC”) its Annual Reports on Form 10-K as of and for the years ended December 31, 2003, 2002 and 2001. Furthermore, the Company has not timely filed its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2003, June 30, 2003, March 31, 2003, September 30, 2002, June 30, 2002 and March 31, 2002. As of the date Deloitte was dismissed as the Company’s independent accountants, Deloitte had not

 

8


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

completed its audit or issued its independent auditors’ report with respect to the Company’s financial statements as of and for the year ended December 31, 2001. In addition, Deloitte withdrew the audit reports it had issued with respect to the financial statements of the Company and its subsidiaries. The Company is performing a review of its historical books and records, accounting policies and practices and financial statements to determine whether its books and records and financial statements need to be adjusted in light of the actions taken by management of the Company during the time that the Rigas Family held director and officer positions at the Company. Adelphia’s current management is actively engaged in preparing restated financial statements for 1999 and 2000 and preparing financial statements for 2001, 2002 and 2003. In addition, PwC is preparing the audits for the years ended December 31, 2003, 2002 and 2001 and re-audits for the years ended December 31, 2000 and 1999. See Note 3 to these unaudited consolidated financial statements for further information.

 

On November 6, 2002, the Company filed a lawsuit against Deloitte charging them with, among other charges, professional negligence, breach of contract, fraud and wrongful conduct. The Company is seeking compensation for all injury from Deloitte’s conduct, as well as punitive damages. Deloitte filed preliminary objections to the complaint. On June 11, 2003, the Bankruptcy Court denied Deloitte’s preliminary objections in their entirety. On September 15, 2003, Deloitte filed an answer and counterclaims with respect to the Company’s complaint and also asserted claims against the Rigas Family. On January 9, 2004, the Company filed an answer to Deloitte’s counterclaims and also served discovery requests on Deloitte, including (i) Adelphia’s First Set of Document Requests and (ii) a Notice of Deposition of Deloitte’s Corporate Designee. Deloitte moved to stay discovery in this action until completion of the U.S. Department of Justice’s investigation of certain members of the Rigas family and certain alleged co-conspirators, which Adelphia opposed. Discovery in the action has commenced.

 

Effective March 18, 2003, the Company appointed William Schleyer to serve as its new Chief Executive Officer and Ronald Cooper to serve as its new President and Chief Operating Officer. The new Chief Executive Officer replaced the Interim Chief Executive Officer, who, along with other new members of management, took control of the Company in May 2002. The Company’s employment of William Schleyer and Ronald Cooper was approved by the Bankruptcy Court by Orders dated March 4, 2003 and March 7, 2003, respectively. Mr. Schleyer’s employment agreement provides that he will be permitted to use the Company’s aircraft in accordance with the corporate aircraft policy approved by the Board of Directors, and prohibits personal use of the aircraft. In October 2003, the Board of Directors approved an aircraft policy that provides, among other things, that reimbursed commuting under a timeshare arrangement does not constitute personal use of the aircraft if significant advantages to the Company in terms of time, money, security or productivity may be realized.

 

2. Debt and Other Obligations

 

Due to the commencement of the Chapter 11 filings and the Company’s failure to comply with certain financial covenants, the Company is in default on substantially all of its pre-petition debt obligations. Except as otherwise may be determined by the Bankruptcy Court, the stay protection afforded by the Chapter 11 filings prevents any action from being taken with regard to any of the defaults under the pre-petition debt obligations. All of the pre-petition obligations are classified as liabilities subject to compromise in the accompanying consolidated balance sheet as of March 31, 2004. See Note 4 to these unaudited consolidated financial statements for further information.

 

DIP Facility

 

In connection with the Chapter 11 filings, the Company entered into a $1,500,000 DIP Facility. The DIP Facility was approved by the Bankruptcy Court on August 23, 2002. The DIP Facility expires on the earlier of June 25, 2004 or upon the occurrence of certain other events, including the effective date of a reorganization plan of the loan parties that is confirmed pursuant to an order of the Bankruptcy Court. The debtor-in-possession commitment that Adelphia received can be used for general corporate purposes and investments, as defined in the DIP Facility. The DIP Facility is secured with a first priority lien on all of Adelphia’s unencumbered assets, a priming first priority lien on all its assets securing its pre-petition bank debt, and a junior lien on all other assets subject to valid pre-existing liens. The DIP Facility consists of a

 

9


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

$1,300,000 revolving credit facility (the “Tranche A Loan”) and a $200,000 loan (the “Tranche B Loan”). Loans under the DIP Facility bear interest at the Alternate Base Rate (greatest of the Prime Rate, the Base CD Rate plus 1% or the Federal Funds Effective Rate plus .5%) plus 2.5% or the Adjusted LIBOR Rate, as defined in the DIP Facility, plus 3.5%. On September 3, 2002, the Company closed on the DIP Facility and, as part of the closing, the proceeds from the Tranche B Loan in the amount of $200,000 were funded by the DIP Lenders and transferred into credit-linked investment accounts maintained at JPMorgan Chase Bank (the “Tranche B Loan Proceeds”). The Company pays interest on the Tranche B Loan Proceeds, net of interest income, as defined.

 

The terms of the 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 to other loan parties, including without limitation, payment of dividends to Adelphia and the making of certain inter-company advances and loans, subject to certain exceptions set forth in the DIP Facility. The DIP Facility also requires that each designated subsidiary borrowing group of Adelphia and all of the loan parties on a consolidated basis comply with certain financial covenants, regarding the funding of capital expenditures, EBITDA (in the case of the loan parties on a consolidated basis) and EBITDAR (in the case of each designated subsidiary borrowing group of Adelphia). The terms EBITDA and EBITDAR are defined in the DIP Facility. These financial covenants became effective for periods beginning May 1, 2003. The Company believes that it is in material compliance with all of the requirements of the DIP Facility.

 

On July 10, 2003 and January 28, 2004, certain loan parties made mandatory prepayments of principal on the DIP Facility in connection with the consummation of certain asset sales. As a result, the total commitment for the entire DIP Facility was reduced to $1,497,751, with the total commitment of the Tranche A Loan being reduced to $1,298,866 and the total commitment of the Tranche B Loan being reduced to $198,885. As of March 31, 2004, $155,866 under the Tranche A Loan has been drawn and letters of credit totaling $18,293 have been issued under the Tranche A Loan, leaving availability of $1,124,707 under the Tranche A Loan. Furthermore, as of March 31, 2004, $198,885 under the Tranche B Loan has been drawn and letters of credit totaling $44,202 have been issued secured by the Tranche B Loan Proceeds. A portion of the restricted cash in the accompanying consolidated balance sheet reflects the Tranche B Loan Proceeds securing letters of credit issued under the Tranche B Loan.

 

As noted in Note 1 above, on April 21, 2004, Adelphia Communications Corporation and certain of its subsidiaries filed a motion with the Bankruptcy Court seeking an order of the Bankruptcy Court authorizing and approving a form of the Extended DIP Facility and a related commitment letter and fee letter, each dated April 16, 2004, and the payment of related fees and expenses. The terms of the Extended DIP Facility provide for, among other things, (a) the extension of the maturity date from June 25, 2004, the maturity date under the DIP Facility, to March 31, 2005 and (b) a decrease in the aggregate commitments of the DIP Lenders from $1.5 billion, representing the aggregate commitments of the DIP Lenders under the DIP Facility, to $1.0 billion, (c) a decrease in the borrowing margins on loans extended by the DIP Lenders, (d) a decrease in the commitment and primary letter of credit fee rates, (e) a change to certain letter of credit provisions to enable certain letters of credit to remain outstanding following the maturity date of the Extended DIP Facility and (f) a change to certain borrowing limits of the designated subsidiary borrowing groups and an extension of the financial covenant levels of each designated subsidiary borrowing group through the maturity date of the Extended DIP Facility. A hearing on the motion is presently scheduled for May 13, 2004. On April 21, 2004, the Company filed with the SEC a Current Report on Form 8-K announcing the filing of the motion seeking authorization and approval of the Extended DIP Facility and the related documentation (the “Extension 8-K”). Copies of the form of Extended DIP Facility and the related commitment letter were filed as exhibits to the Extension 8-K. The foregoing summary of certain terms of the Extended DIP Facility is qualified in its entirety by reference to the form of Extended DIP Facility and the other documents which were filed as exhibits to the Extension 8-K.

 

10


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

Co-Borrowing Credit Facilities

 

As disclosed in the Company’s Current Report on Form 8-K filed on May 24, 2002, various subsidiaries of the Company have entered into co-borrowing credit facilities with certain entities owned by the Rigas Family. Historically, the Company’s financial statements reported borrowings attributable only to the Company under such co-borrowing credit facilities and provided footnote disclosure as to the total amount of borrowings permitted under such facilities without disclosing the amount of borrowings attributable to entities owned by the Rigas Family. Therefore, the entire co-borrowing credit facilities were not reflected as indebtedness on the Company’s historical financial statements.

 

As discussed in Note 1, at this time, PwC has not completed its audits of the Company’s financial statements as of and for the years ended December 31, 2003, 2002 and 2001 and the Company is engaged in preparing restated financial statements as of and for the years ended December 31, 2001, 2000 and 1999. As disclosed in its Current Reports on Form 8-K filed on May 24 and June 10, 2002, after initial discussions with the SEC in early May 2002, the Company announced on May 24, 2002 that it had tentatively concluded that it would increase the Company’s indebtedness by $2,846,156 to reflect the full amount of borrowings by entities owned by the Rigas Family for which subsidiaries of the Company are jointly and severally liable. Accordingly, the accompanying unaudited consolidated financial statements reflect an increase of $2,846,156 of such indebtedness of parent and subsidiary debt in liabilities subject to compromise with a corresponding receivable from such Rigas Entities reflected as a reduction in stockholders’ equity. Since consultations are continuing with the SEC and PwC, and PwC has not yet completed its audit of the Company’s financial statements, the accounting treatment for the increase in parent and subsidiary debt and the reduction in stockholders’ equity for the corresponding receivable reflected in the accompanying unaudited financial statements has yet to be finalized. The final accounting treatment may result in a materially different treatment from that presented herein.

 

On July 6, 2003, the Creditors’ Committee filed an adversary proceeding against the Debtors’ Pre-Petition Agents and Pre-Petition Secured Lenders (collectively, the “Defendants”) on behalf of the Debtors and their estates seeking, among other things, to: (i) recover as fraudulent transfers the principal and interest paid by the Debtors to the Defendants; (ii) avoid as fraudulent transfer obligations the Debtors’ obligation, if any, to repay the Defendants; (iii) recover damages for breaches of fiduciary duties to the Debtors and for aiding and abetting fraud and breaches of fiduciary duties by the Rigas Family; (iv) equitably disallow, subordinate or re-characterize each of the Defendants’ claims in the Debtors’ bankruptcy proceedings; (v) avoid and recover certain preferential transfers made to certain of the Defendants; and (vi) recover damages for violations of the Bank Holding Company Act. On July 29, 2003, the Bankruptcy Court entered a Stipulation and Order Regarding (a) the Creditors’ Committee’s Motion for Leave to Prosecute Claims and Causes of Action Against the Defendants, (b) the Equity Committee’s Motion to Intervene in the Adversary Proceeding and (c) the Pre-Petition Agents’ Responses in Opposition to the Motion of the Creditors’ Committee and the Equity Committee and Alternative Motions to Dismiss the Creditors’ Committee’s Complaint. On July 31, 2003, the Equity Committee filed a motion seeking authority to file additional claims against the Pre-Petition Lenders. By decision and order of the Bankruptcy Court, on August 5, 2003, the Bankruptcy Court determined that the Creditors’ Committee had met the applicable legal standards to assert claims on behalf of the Debtors. On or about October 3, 2003, certain of the Defendants filed objections to the Creditors’ Committee’s motion seeking standing to pursue the adversary proceeding filed against the Defendants. On or about January 13, 2004, the Creditors’ Committee filed its memorandum of law in opposition to objections to standing and motions to dismiss. In late March and early April 2004, each of the Debtors’ Pre-Petition Agents filed adversary proceedings against the Debtors, seeking, among other things, a judicial determination of certain of their rights pursuant to their respective credit agreements. The Debtors have not responded yet to any of these actions.

 

11


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

Parent and Subsidiary Debt

 

The following information is an update of certain disclosures relating to the book value of the Company’s debt, as reflected on its books and records, included in Note 4 to Adelphia’s consolidated financial statements contained in the Annual Report on Form 10-K as of and for the year ended December 31, 2000. The book value of such indebtedness does not necessarily reflect the amount of the claim of the holders’ of such indebtedness in the Company’s bankruptcy proceeding.

 

     March 31,
2004


Parent Debt:

      

9 1/4% Senior Notes due 2002

   $ 325,000

8 1/8% Senior Notes due 2003

     149,817

10 1/2% Senior Notes due 2004

     150,000

7 1/2% Senior Notes due 2004

     100,000

10 1/4% Senior Notes due 2006

     487,698

9 7/8% Senior Notes due 2007

     348,417

8 3/8% Senior Notes due 2008

     299,438

7 3/4% Senior Notes due 2009

     300,000

7 7/8% Senior Notes due 2009

     350,000

9 3/8% Senior Notes due 2009

     497,048

10 7/8% Senior Notes due 2010

     745,316

10 1/4% Senior Notes due 2011

     1,000,000

6 % Convertible Subordinated Notes due 2006

     1,024,924

3 1/4% Convertible Subordinated Notes due 2021

     978,253

9 7/8% Senior Debentures due 2005

     129,286

9 1/2% Pay-In-Kind Notes due 2004

     31,847
    

Total parent debt

   $ 6,917,044
    

Subsidiary Debt:

      

Notes to banks

   $ 3,970,532

DIP Facility

     354,750

10 5/8% Senior Notes of Olympus due 2006

     202,243

11% Senior Subordinated Notes of FrontierVision Due 2006

     207,953

11 7/8% Senior Discount Notes Series A of FrontierVision due 2007

     244,639

11 7/8% Senior Discount Notes Series B of FrontierVision due 2007

     89,953

Zero Coupon Senior Discount Notes of Arahova due 2003

     412,601

9 1/2% Senior Notes of Arahova due 2005

     250,590

8 7/8% Senior Notes of Arahova due 2007

     245,371

8 3/4% Senior Notes of Arahova due 2007

     219,168

8 3/8% Senior Notes of Arahova due 2007

     96,046

8 3/8% Senior Notes of Arahova due 2017

     94,924

Senior Discount Notes of Arahova due 2008

     348,086

Other subsidiary debt and capital leases

     171,134
    

Total subsidiary debt

   $ 6,907,990
    

Total parent and subsidiary debt, exclusive of co-borrowing credit facilities

     13,825,034

Debt under co-borrowing credit facilities attributable to Rigas Entities

     2,846,156
    

     $ 16,671,190
    

 

12


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

In connection with the Company’s ongoing review of its books and records and other information, an adjustment was made for liabilities subject to compromise regarding classification of leases. For purposes of this report only, leases which are being paid on a current basis, have not been treated as liabilities subject to compromise.

 

Total parent and subsidiary debt, exclusive of debt under co-borrowing credit facilities attributable to Rigas Entities, of $13,825,034 consists of liabilities subject to compromise of $13,421,601, bank financing under the DIP Facility of $354,750 and capital leases of $48,683.

 

Weighted average interest rate payable by subsidiaries under credit agreements with banks

   4.81 %

 

On December 29, 2003, certain holders of prepetition convertible subordinated debt issued by Adelphia Communications Corporation (“ACC”) and the Bank of New York, as trustee with respect to such debt, filed a lawsuit (the “X-Clause Litigation”) against ACC seeking, among other things, a declaratory judgment stating that under the provisions of the applicable indentures, such holders are entitled to receive and retain their pro rata portion of payment on their claims to the extent that distributions are made to ACC’s senior note holders in the form of Common Stock under any plan proposed in the chapter 11 cases. On February 6, 2004, ACC filed an answer denying the substantive allegations in the plaintiffs’ complaint. On February 9, 2004, the plaintiffs moved for summary judgment in connection with their request for relief. The Creditors’ Committee has intervened in the adversary proceeding and moved to dismiss the complaint on the basis that it presents no case or controversy and thus is not ripe for adjudication. In the alternative, the Creditors’ Committee has sought to stay the proceedings until all necessary parties have been joined or until the confirmation date of the Debtors’ plan of reorganization. On March 17, 2004, Adelphia cross moved for summary judgment and asserted that distributions of capital stock on account of claims related to the subordinated notes are not exempt from subordination under the applicable indenture provisions. The trustee of the senior debt issued by ACC has also sought leave to intervene in the action. By order dated April 13, 2004, the X-Clause Litigation was dismissed, without prejudice, on grounds that the issue presented was not ripe for decision.

 

Interest Expense

 

Interest expense totaled $32,461 and $714,071 for the one and twenty-one month periods ended March 31, 2004, respectively, of which $13,119 and $276,764 is attributable to the Rigas Entities under co-borrowing credit facilities. In accordance with SOP 90-7, interest expense is reported only to the extent that it will be paid during Chapter 11 proceedings or will be allowed on a secured or unsecured claim. Had the Company not filed voluntary petitions under Chapter 11 of the Bankruptcy Code, the amount of interest expense that would have been reported in the unaudited consolidated statement of operations, for the one and twenty-one month periods ended March 31, 2004 is $94,083 and $2,012,519, respectively.

 

Other

 

By order dated August 7, 2003, the Bankruptcy Court ordered that the Rigas family could cause the Rigas Entities to pay on their behalf certain defense costs, not to exceed $15,000 in the aggregate. The order does not require any Debtor to advance funds of any Debtor’s estate for such defense costs. Adelphia and the Creditors’ Committee both appealed the order. The United States District Court for the Southern District of New York temporarily stayed the order. On September 2, 2003, the Bankruptcy Court approved a stipulation and order (the “Rigas Stipulation”) between the Debtors, the Rigas Family and certain other parties that allowed the Rigas Entities to advance up to $15,000 in defense costs to the Rigas Family, acknowledged that certain Rigas Entities were in default under certain co-borrowing facilities and delegated certain management rights to the Company with respect to the Rigas Entities. On February 18, 2004, the Bankruptcy Court approved the request of the Rigas Family for an additional $12,800 for criminal defense costs only (the “February 18 Rigas Order”). The Debtors and Creditors’ Committee appealed the February 18 Rigas Order. The Debtors’ motion for a stay of the Bankruptcy Court’s order,

 

13


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

pending appeal in the District Court, was denied by the District Court. A decision on the appeal has not been made. As of March 31, 2004, the Rigas Entities had advanced $14,778 to the Rigas Family for defense costs in accordance with the Rigas Stipulation.

 

3. Correction in Accounting Policies and Practices / Provision for Accounting Changes

 

Effective January 1, 2003, the Company, as part of its ongoing review of its historical books and records and its financial statements, corrected certain of its erroneous accounting policies and practices for Property, Plant and Equipment (“PP&E”) relating to the capitalization of labor, labor-related costs, certain overhead costs, and certain materials (collectively, “Capitalized Costs”) used in the maintenance of its cable systems. The erroneous capitalization of costs that were corrected included, among other things, Capitalized Costs for service calls and normal, ongoing maintenance to cable systems. Some of the items that had been capitalized included system electrical power, converter repairs, equipment repairs and maintenance contracts. The Company believes that the corrections were necessary in order to be in compliance with GAAP. At the time the Company filed its current report on Form 8-K dated February 25, 2003, the Company was still evaluating Capitalized Costs related to installation activities and internal construction (collectively, “Capitalized Installation and Construction Activities”). In April 2003, the Company corrected its erroneous accounting policies and practices related to Capitalized Installation and Construction Activities and recorded an adjustment of approximately $15,000 in the April 2003 accounting month to correct for these errors for the months of January through March 2003. These errors included the incorrect capitalization of reconnect and disconnect activities, which are prohibited by GAAP, as well as the improper capitalization or overcapitalization of certain overhead costs. This adjustment had the effect of increasing expenses and reducing capital expenditures in April 2003.

 

The Company has not restated previously filed Adelphia Monthly Operating Reports and has not completed its review and analysis of its new accounting policies and practices for PP&E relating to Capitalized Costs, including Capitalized Installation and Construction Activities, on the financial statements for the years ended December 31, 2003, 2002, 2001, 2000 and 1999. However, the Company has recorded total adjustments of $144,000 in 2002 for estimated corrections in accounting polices and practices, comprised of (i) a May 2002 adjustment expensing approximately $21,000 for certain costs erroneously capitalized under Rigas Management accounting policies and practices, (ii) a December 2002 adjustment expensing approximately $21,000 for certain costs erroneously capitalized under Rigas Management accounting policies and practices, and (iii) an estimated provision for accounting changes of $51,000 in June 2002 and $8,500 per month from July 2002 through December 2002.

 

The Company estimates that the new accounting policies and practices relating to Capitalized Costs, including Capitalized Installation and Construction Activities, for PP&E will materially increase expenses and decrease capital expenditures as compared to the accounting policies and practices of the Company under Rigas Management. The impact of the new accounting policies and practices relating to Capitalized Costs, including Capitalized Installation and Construction Activities, for PP&E on the Company’s results of operations will vary based upon levels of activities. Furthermore, the Company is currently unable to determine the impact on depreciation expense attributable to these corrections for any period since the adjustments to the historical costs of PP&E for 2003, 2002, 2001, 2000 and 1999 have not yet been finalized. The impact of these changes and any other further changes will likely be material.

 

Additionally, management has not completed its overall review of the Company’s historical books and records, accounting policies and practices and financial statements, and accordingly, the Company may record additional adjustments for corrections in erroneous accounting policies and practices in addition to those adjustments already recorded for PP&E, and such adjustments may be material.

 

PwC has not completed its audit of the Company’s books for any period and their audit could result in further adjustments to the Company’s results of operations and those adjustments could be material.

 

4. Liabilities Subject to Compromise

 

As discussed in Note 1 to the accompanying unaudited consolidated financial statements, the Company has been operating as a debtor-in-possession under Chapter 11 of the Bankruptcy Code since June 25, 2002. The Company is authorized to operate its business in the ordinary course.

 

14


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

Due to the commencement of the Chapter 11 cases and the Company’s failure to comply with certain financial covenants, the Company is in default on substantially all of its 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 or plans of reorganization. Generally, actions to enforce or otherwise effect payment of pre-Chapter 11 liabilities are stayed. However, as part of the first day orders and subsequent motions granted by the Bankruptcy Court, the Bankruptcy Court approved Adelphia’s motions to pay certain pre-petition obligations including, but not limited to, employee wages, salaries, commissions, incentive compensation and other related benefits. The Company has been paying and intends to continue to pay undisputed post-petition claims in the ordinary course of business. In addition, the Company may assume or reject pre-petition executory contracts and unexpired leases with the approval of the Bankruptcy Court. Unless otherwise agreed to by the parties, the cost of curing any pre-petition executory contract or unexpired lease is borne by the Debtors. 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. By order dated October 24, 2003 (the “Bar Date Order”), the Bankruptcy Court established a bar date for filing proofs of claim against the Debtors’ estates of January 9, 2004 at 5:00 P.M. (Eastern Time). A bar date is the date by which proofs of claims must be filed if a claimant disagrees with how such claimant’s claim appears on the Debtor’s Schedules of Liabilities. The Company provided notice to all known claimants of the bar date and their need to file a proof of claim with the Bankruptcy Court. The aggregate amount of claims filed with the Bankruptcy Court far exceeds the Debtors’ estimate of ultimate liability. The Debtors believe that many of these claims are duplicative, based upon contingencies that have not occurred, or otherwise are overstated, and are therefore invalid. Differences between amounts recorded by the Debtors and claims filed by creditors are being investigated and resolved in connection with the Debtors’ claims resolution process. That process has commenced and, in light of the number of claims asserted, will take significant time to complete. Accordingly, the ultimate number and allowed amounts of such claims are not presently determinable. On July 31, 2003, each Debtor filed with the Bankruptcy Court its Schedules of Liabilities and Statement of Financial Affairs. On or about October 8, 2003, each Debtor filed its First Amendment to its Schedules of Liabilities and Statement of Financial Affairs. On or about October 24, 2003, certain of the Debtors filed a Second Amendment to their respective Schedules of Liabilities. Between February 27 and March 1, 2004, each Debtor filed its Schedules of Assets and February 2004 Amendments to Schedules of Liabilities and Executory Contracts and February 2004 Amendments to the Statement of Financial Affairs. Pursuant to the Bar Date Order, any claimant whose claim was effected by this amendment has thirty days from the date upon which they receive notice thereof to file a proof of claim.

 

As of March 31, 2004, the Company had liabilities subject to compromise of $46,301,862. Liabilities subject to compromise have been reported in accordance with SOP 90-7. Such amounts may be subject to future adjustments depending on Bankruptcy Court actions, further developments 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.

 

Valuation methods used in Chapter 11 reorganization cases vary depending on the purpose for which they are prepared and used and are rarely based on GAAP, the basis of which the accompanying financial statements are prepared, unless otherwise noted. Accordingly, the values set forth in the accompanying unaudited consolidated financial statements are not likely to be indicative of the values presented to or used by the Bankruptcy Court.

 

5. Non-Recurring Professional Fees and Reorganization Expenses Due to Bankruptcy

 

The Company is incurring certain non-recurring professional fees that, although not directly related to the Chapter 11 filing, relate to the Company’s reorganization and have been incurred in response to the actions taken by Rigas Management. These expenses include the re-audit, legal, special investigation and forensic consultant fees of the Company and the Special Committee of the Board of Directors and have been included in non-recurring professional fees in the accompanying unaudited consolidated statements of operations. Based on the Company’s interpretation of SOP 90-7, only those fees directly related to the

 

15


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

Chapter 11 filing should be expensed and included in reorganization expenses due to bankruptcy in the unaudited consolidated statements of operations. These expenses include legal, restructuring and financial consultant fees for the Company and for Committee representatives.

 

6. Accounts Payable, Accrued Expenses 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 March 31, 2004.

 

As stated in Note 1, the Company is reviewing its books and records and other information on an ongoing basis to determine whether the accompanying unaudited consolidated financial statements should be supplemented or otherwise amended. Management is currently performing a review to substantiate the completeness of all liabilities. Such review is ongoing and may result in additional adjustments to the accompanying unaudited consolidated financial statements.

 

7. Preferred Stock

 

In accordance with the accounting direction provided in SOP 90-7, the Company has discontinued accruing for its preferred stock dividends as of June 25, 2002, the filing date of the Chapter 11 cases. Had the Company not filed voluntary petitions under Chapter 11 of the Bankruptcy Code, preferred stock dividends would have been $5,750 and $120,750 for the respective one and twenty-one month periods ended March 31, 2004.

 

On August 11, 2003, the Debtors initiated an adversary proceeding against the holders of various series of preferred stock of Adelphia (the “Preferred Stockholders”), seeking, among other things, to enjoin the Preferred Stockholders from exercising certain purported rights to elect directors to the Board of Directors due to Adelphia’s failure to pay dividends and alleged breaches of debt-like covenants contained in the Certificates of Designations relating to the preferred stock. On August 13, 2003, certain of the Preferred Stockholders filed an action in the Delaware Chancery Court seeking a declaratory judgment of their purported right to appoint two directors to the Board of Directors (the “Delaware Action”). On August 13, 2003, the Bankruptcy Court granted the Debtors 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 of Directors. Thereafter, the Delaware Action was withdrawn.

 

8. Intercompany Receivables and Payables

 

The accompanying unaudited consolidated financial statements include intercompany receivables and payables related to all of Adelphia’s majority-owned subsidiaries and subsidiaries that are at least 50% owned and controlled by the Company. The intercompany receivables and payables are presented at the gross amount with the total receivables balance included in assets and the total intercompany payables balance included in liabilities in the accompanying unaudited consolidated balance sheet. Intercompany payables have been segregated between pre- and post- bankruptcy petition and none of the intercompany balances have been collateralized. The intercompany balances do not net to zero as the Non-Filing Entities and CMLCV have not been included in the accompanying consolidated financial statements, as discussed in Note 1.

 

9. Related Party Receivables and Payables

 

Related party receivables and payables represent advances to and payables from certain related parties, including TelCove and entities owned and/or controlled by the Rigas Family. Related party receivables and payables are presented at the gross amount with the total receivable balance included in assets and the payables included in the liabilities in the accompanying unaudited consolidated balance sheet. Related party payables have been segregated between pre- and post-bankruptcy petition, and none of the related party balances have been collateralized. Management is continuing to evaluate the proper classification and recoverability of related party receivables and may record reserves against such receivables in the future.

 

16


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

10. Cash and Cash Equivalents and Restricted Cash

 

The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents.

 

As of March 31, 2004, the Company has restricted cash of $44,202 relating to proceeds from the Tranche B Loan which are subject to issued letters of credit. In addition, as required by an agreement with the Company’s insurance provider, the Company has restricted cash for the payment of franchise obligations in the amount of $27,995. Also included in restricted cash is $7,887 related to revenue received from customers which was placed in trust as a result of a dispute arising from the acquisition of certain cable systems from Verizon Media Ventures, Inc. The remainder of the restricted cash balance consists of cash collateral supporting obligations under certain of the Company’s franchise agreements and surety bonding obligations.

 

11. Subscriber Receivables

 

Subscriber receivables consist of monthly amounts due from the Company’s customers and are reported net of allowance for doubtful accounts of $11,467.

 

12. Prepaid Expenses and Other Assets - Net

 

Included in other assets - net are unamortized deferred financing fees of $154,979 relating to pre-petition debt obligations. Such amounts are not currently being amortized. See Note 4 to these unaudited consolidated financial statements for further discussion. SOP 90-7 requires that in cases where the underlying debt becomes an allowed claim and the allowed claim differs from the net carrying amount of the debt, the amount of the debt will be adjusted for any unamortized deferred loan fees to equal the value of the allowed claim. Any gain or loss from such adjustments to the underlying debt as compared to the allowed claim will be reflected in the statement of operations.

 

13. Other-than-Temporary Impairment of Investments, Long-Lived Assets and Certain Other Assets

 

As discussed in Note 1, the Company is reviewing its books and records and other information on an ongoing basis to determine whether the accompanying unaudited consolidated financial statements should be supplemented or otherwise amended. Additionally, as discussed in Note 1, PwC has not completed its audit as of and for the years ended December 31, 2003, 2002 and 2001 or its re-audit as of and for the years ended December 31, 2000 and 1999. The Company is performing an evaluation of impairment related to several investments and long-lived and certain other assets. This evaluation includes a review of the accounting treatment when the transaction originated and a review of the accounting subsequent to the date of origination, including periodic evaluations for impairment. These evaluations may result in adjustments to the unaudited consolidated financial results contained herein and financial statements as of and for the periods ended December 31, 2003, 2002, 2001, 2000 and 1999. The adjustments may be material to these periods.

 

Listed below are certain investments and other assets for which (with the exception of property, plant and equipment and intangible assets) the Company has recorded an asset impairment charge during the twenty-one month period ended March 31, 2004. All adjustments to be made to prior periods as a result of the Company’s restatement of prior year financial statements have not been reflected in the unaudited consolidated financial statements contained herein pending the completion of the audit as of and for the years ended December 31, 2003, 2002 and 2001 and the re-audits as of and for the years ended December 31, 2000 and 1999.

 

17


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

The tables below present the impairment of long-lived and other assets and other than temporary impairment of investments and other assets that have been recorded by the Company since July 1, 2002.

 

     Twenty-one
Months Ended
March 31,
2004


Impairment of Long-Lived and Other Assets:

      

Internal Operations, Call Center and Billing System

   $ 63,910

Competitive Local Exchange Carriers

     8,224
    

     $ 72,134
    

Other-than-Temporary Impairment of Investments and Other Assets:

      

Buffalo Sabres

     68,612

Interactive Digital TV Investments

     1,697

Praxis Capital Ventures, L.P.

     2,600
    

     $ 72,909
    

 

Internal Operations, Call Center and Billing System

 

From 1998 through mid-2002, the Company was developing an internal operations, call center and billing system known as “Convergence.” After careful evaluation of the functionality and usability of Convergence, the Company decided not to pursue continued rollout and terminated additional funding for the system. In October 2002, the Company recognized an impairment charge related to the abandonment of the Convergence system in the amount of $63,910. Additional adjustments totaling $7,610 were recorded in October to reclassify payroll and other operating expenses improperly capitalized during 2002. The Company’s remaining investment in this system of approximately $30,000 will be adjusted in connection with the restatement of its prior year financial statements.

 

Closure of the Competitive Local Exchange Carriers (“CLECs”)

 

In August 2002, the Company filed a motion with the Bankruptcy Court for approval to close operations in 14 markets that were served by the Company’s CLECs. The CLECs provided local telephone service to certain geographic markets and competed with local telephone exchange carriers. The Company’s Board of Directors approved the closure, and approval was granted by the Bankruptcy Court by order dated September 25, 2002. The Company expects that, in connection with the restatement of its financial statements for prior periods, the property, plant and equipment associated with these CLECs will be written down by approximately $100,000. The remaining net book value of the property, plant and equipment of approximately $20,000 was depreciated over its estimated remaining useful life beginning in November 2002 through April 2003. Furthermore, in November 2002, the Company recognized an additional impairment of $6,873 on certain of its CLEC assets that are expected to be sold and recorded a reserve on its CLEC trade accounts receivables of $1,351.

 

Buffalo Sabres

 

As disclosed in the Company’s Current Report on Form 8-K filed on May 24, 2002, the Company had entered into various arrangements with Niagara Frontier Hockey, L.P. (“NFHLP”), a Delaware limited partnership owned by the Rigas Family. Among other assets, NFHLP owned the Buffalo Sabres, a National Hockey League team. The Company made approximately $165,000 of loans and advances, including accrued interest, to NFHLP and its subsidiaries. In November 2002, the Company recognized impairments of those loans and advances of $31,447. On January 13, 2003, NFHLP and certain of its subsidiaries (the “Niagara Debtors”) filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Western District of New York (the “NFHLP Bankruptcy Court”).

 

18


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

On or about March 13, 2003, certain of the Niagara Debtors entered into an Asset Purchase Agreement with Hockey Western New York LLC for the sale of certain assets and assumption of certain liabilities of NFHLP. In March 2003, the Company recognized an additional impairment of $37,922 as a result of the then pending sale of certain assets, including the Buffalo Sabres, and assumption of certain liabilities of NFHLP. On April 23, 2003, the sale was completed. The Company did not recover any of its loans and advances in NFHLP from such sale. The March 2003 impairment charge, combined with the November 2002 charge, and with anticipated adjustments related to restatement of the Company’s prior year financial statements, completely wrote off the Company’s loans and advances in NFHLP and its subsidiaries. On or about August 14, 2003, the NFHLP Bankruptcy Court approved the Niagara Debtors’ Disclosure Statement. On September 25, 2003, the NFHLP Bankruptcy Court approved the NFHLP joint plan of liquidation. The Niagara Debtors filed a complaint, dated November 4, 2003, against, among others, the Company and the Creditors’ Committee seeking to enforce certain purported rights against the Company and the Creditors’ Committee related to the waiver of the Company’s claims. One of the Niagara Debtors’ prepetition lenders, which is also a defendant in the lawsuit, has filed a cross-claim against the Company and the Creditors’ Committee. A hearing on the complaint or the cross-complaint has not been scheduled.

 

Interactive Digital TV Investments

 

The Company has investments in interactive digital TV product ventures. In December 2002, the Company recognized a loss of $1,697 for declines in investment value deemed other than temporary.

 

Praxis Capital Ventures, L.P.

 

As disclosed in the Company’s Current Report on Form 8-K filed on May 24, 2002 the Company entered into certain transactions with Praxis Capital Partners, LLC (“Praxis Capital”), a Delaware limited liability company and Praxis Capital Management, LLC, a Delaware limited liability company, through Praxis Capital Ventures, L.P. (“PCVLP”), a Delaware limited partnership in which ACC Operations, Inc. (a wholly-owned Company subsidiary) is a 99.5% Limited Partner. Formed in June 2001, PCVLP focused on private equity investments in the telecommunications market. At June 30, 2002, the net book value of the Company’s portion of these investments was approximately $1,247. In addition, the Company had recorded $1,053 of prepaid management service fees to PCVLP. The Company has recorded reserves totaling $2,600 related to PCVLP. The Company is continuing to evaluate the PCVLP investments, which consist primarily of investments in private companies whose securities have no actively traded market. By order dated October 20, 2003, the Debtors rejected the partnership agreement with Praxis Capital.

 

Peter L. Venetis, the son-in-law of John J. Rigas and a former director of the Company, is the managing director of Praxis Capital Management, LLC.

 

Devon Mobile Communications, L.P.

 

The Company is a 49.9% Limited Partner in Devon Mobile Communications, L.P., (“Devon Mobile”), a Delaware limited partnership which, through its subsidiaries, holds 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 L.P., Inc., the General Partner of Devon Mobile, that it would likely terminate certain discretionary operational funding to Devon Mobile. In July 2002, the Company understood that its former subsidiary, TelCove, elected to terminate certain services significant to Devon Mobile’s operations. Devon Mobile filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code with the Bankruptcy Court (the “Devon Bankruptcy Court”) on August 19, 2002. In July 2002, the Company recorded an asset impairment reserve against the investment in and receivables from Devon Mobile of $1,221 and $53,646, respectively. In November 2002, the Company refined its evaluation of exposure to Devon Mobile and recorded additional impairments of $51,087, which related primarily to the Company’s guarantee of certain obligations of Devon Mobile, other receivables from Devon Mobile, and an incremental investment in Devon Mobile that is expected to result from the Company’s restatement of prior year financial information. All such impairments are included in equity in losses of affiliates – net in the accompanying unaudited consolidated statements of operations. As of November 2002, the Company has fully reserved for its investment and

 

19


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

receivables in Devon Mobile. On January 17, 2003, the Company filed proofs of claim against Devon Mobile and its subsidiaries for approximately $130,100 in debt and equity claims, as well as an additional claim of approximately $34,000 relating to its guarantee of certain Devon Mobile obligations (collectively, the “Company Claims”). On June 23, 2003, Devon filed a disclosure statement for the joint plan of liquidation (the “Disclosure Statement”). On or about July 25, 2003, the Devon Bankruptcy Court approved the Disclosure Statement. By order dated October 1, 2003, the Devon Bankruptcy Court confirmed Devon’s first amended joint plan of liquidation. According to the Disclosure Statement, Devon Mobile and the Official Committee of Unsecured Creditors appointed in the Devon Mobile chapter 11 cases disagree with the Company Claims and intend to file an objection seeking an order eliminating such claims in their entirety. As of the date hereof, Devon Mobile has not objected to the Company Claims.

 

Property, Plant and Equipment, and Intangible Assets

 

As stated previously, the Company’s property, plant and equipment and intangible assets are currently being evaluated by management for asset impairment and other issues. These issues include the ownership of assets, prior capitalization policies, estimated useful lives, amounts allocated to specific assets in connection with acquisitions, and impairment. The complete results of these evaluations are unknown at this time but could result in material adjustments to the net book value of property, plant and equipment and intangible assets at December 31, 2003, 2002, 2001, 2000 and 1999, as well as results of operations for the periods then ended.

 

As more fully discussed in Note 3, the Company has corrected many of its erroneous accounting policies and practices for PP&E with respect to the accounting for Capitalized Costs and Capitalized Installation and Construction Activities for the fifteen months ended March 31, 2004. The Company is continuing its review of the historical books and records and other information; accordingly, these issues should not be considered the only issues related to these assets that are under evaluation by the Company, and the Company reserves the right to amend, update or supplement this information.

 

14. Net Loss Per Weighted Average Share of Common Stock

 

Basic net loss per weighted average share of common stock is computed based on the weighted average number of common shares outstanding after giving effect to dividend requirements on the Company’s preferred stock (see Note 7). Diluted net 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.

 

15. Supplemental Cash Flow Information

 

Cash payments for interest were $27,694 and $673,063 for the one and twenty-one month periods ended March 31, 2004, respectively. Included in these amounts are cash payments made by the Company on behalf of the Rigas family entities of $11,486 and $286,373 for the one and twenty-one month periods ended March 31, 2004, respectively, for interest on the co-borrowing credit facilities. Such payments are included in the related party receivables and payables, net in the accompanying unaudited consolidated statements of cash flows.

 

16. EBITDA

 

The following is a summary of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) from the accompanying unaudited consolidated statements of operations for the one and twenty-one month periods ended March 31, 2004. EBITDA is an alternative performance measure that is customarily used by companies that own, operate and manage cable television systems and other related telecommunications businesses. Management believes that EBITDA provides an alternative measure that is useful in evaluating the Company’s liquidity. EBITDA is not a performance measure in accordance with GAAP and the use of EBITDA is not meant to replace or supercede any information presented in accordance with GAAP.

 

Presented below is a reconciliation of EBITDA to net loss and net cash provided by operating activities as presented in the accompanying unaudited consolidated financial statements.

 

20


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

Reconciliation of EBITDA to Net Loss Applicable to Common Stockholders

 

     Month Ended
March 31, 2004


    Twenty-one
Months Ended
March 31, 2004


 

EBITDA

   $ 72,277     $ 1,313,445  

Adjustments to reconcile EBITDA to net loss applicable to common stockholders:

                

Depreciation and amortization

     (115,490 )     (1,611,984 )

Interest expense

     (32,461 )     (714,071 )

Income tax benefit

     —         35  
    


 


Net loss applicable to common stockholders

   $ (75,674 )   $ (1,012,575 )
    


 


 

Reconciliation of EBITDA to Net Cash Provided by Operating Activities

 

     Month Ended
March 31, 2004


    Twenty-one
Months Ended
March 31, 2004


 

EBITDA

   $ 72,277     $ 1,313,445  

Adjustments to reconcile EBITDA to net cash provided by operating activities:

                

Amortization of bank financing costs

     2,123       36,594  

Impairment of long-lived and other assets

     —         72,134  

Other-than-temporary impairment of investments and other assets

     —         72,909  

Minority interest in earnings (losses) of subsidiaries - net

     (3,446 )     (16,835 )

Equity in losses of affiliates, net

     352       107,711  

Gain on sale of assets – net

     —         (3,864 )

Other non-cash items

     —         3,856  

Reorganization expenses due to bankruptcy

     9,374       158,236  

Non-recurring professional fees, net of amounts paid

     4,054       28,334  

Change in Assets and Liabilities:

                

Subscriber receivables – net

     1,182       (13,143 )

Prepaid expenses – net

     7,545       (17,539 )

Other assets – net

     (1,551 )     (61,119 )

Accounts payable

     (37,491 )     7,330  

Subscriber advance payments and deposits

     29,474       45,266  

Accrued interest and other liabilities

     26,180       306,711  

Liabilities subject to compromise

     (1,258 )     (1,258 )

Intercompany receivables and payables – net

     (7,165 )     (20,573 )

Reorganization expenses paid during the period

     (4,668 )     (123,985 )

Interest expense

     (32,461 )     (714,071 )

Income tax benefit

     —         35  
    


 


Net cash provided by operating activities

   $ 64,521     $ 1,180,174  
    


 


 

21


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

17. TelCove Spin-off and Bankruptcy Proceedings

 

Adelphia Business Solutions, Inc., which currently conducts business under the name TelCove (“TelCove”), was a consolidated subsidiary of Adelphia as of December 31, 2001. TelCove owns, operates and manages entities which provide competitive local exchange carrier (“CLEC”) telecommunications services. On January 11, 2002, the Company distributed in the form of a dividend, all of the shares of common stock of TelCove owned by Adelphia to holders of Adelphia’s Class A and Class B common stock (the “Spin-off”). As a result of the Spin-off, the Rigas Family holds a majority of the total voting power of TelCove common stock. The distribution of TelCove common stock was recorded on the date of the Spin-off. Accordingly, the accompanying unaudited consolidated financial statements do not include the accounts of TelCove. On March 27, 2002, TelCove and certain of its direct subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On December 19, 2003, the Bankruptcy Court entered an order confirming TelCove’s Modified Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated December 18, 2003.

 

Prior to the TelCove Spin-off (and in some circumstances following the TelCove Spin-off), Adelphia and TelCove (i) shared certain collocation space, real property interests, fiber-optic cable assets, strands and network infrastructure and related equipment (collectively, the “Shared Assets”); (ii) engaged in joint undertakings, including the construction and overlash of fiber-optic cable networks and facilities, necessary for the construction and operation of a telecommunications network and cable network; and (iii) provided one another with certain services that are or were crucial to the operation of each other’s businesses (the “Shared Services”).

 

In order to reduce Adelphia’s dependence on TelCove for access to the Shared Assets and Shared Services as well as to gain operational independence from TelCove and validate and memorialize the ownership of the Shared Assets, 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 the Shared Assets. Such Master Reciprocal Settlement Agreement was approved by the Bankruptcy Court on March 23, 2004.

 

In the TelCove Plan and the related disclosure statement, TelCove alleges that it has substantial claims against Adelphia (the “Alleged Claims”). The Alleged Claims include, but are not limited to: (1) piercing the corporate veil and/or substantive consolidation allegedly due to the manner in which Adelphia and TelCove conducted their businesses; (2) preference and/or fraudulent conveyance claims aggregating approximately $228,000 and associated with the December 2000 and October 2001 purchase of certain TelCove CLEC assets by Adelphia; (3) a $42,000 claim for the alleged misappropriation of proceeds from a partnership controlled by an indirect non-Debtor subsidiary of TelCove and two entities affiliated with a third-party electric utility (“PECO”) through the deposit of funds by PECO into Adelphia’s cash management system; (4) the disallowance of Adelphia’s super-priority secured claims against TelCove in connection with Adelphia’s provision of $15,000 in debtor in possession financing to TelCove (the “Adelphia DIP Facility Claims”), in addition to TelCove’s claims against Adelphia associated with the alleged losses and damages TelCove purportedly suffered as a result of its need to obtain alternative DIP financing; and (5) up to $500,000 associated with TelCove’s borrowings under the Century Credit Facility because either the amounts have allegedly been repaid or because TelCove was allegedly forced to incur such liability by Adelphia and the borrowings were purportedly used by Adelphia and not TelCove. In the aggregate, TelCove asserts that the Alleged Claims against Adelphia total more than $1 billion.

 

On November 25, 2003, Adelphia filed a proof of claim for administrative expenses against TelCove in the approximate amount of $71,000 (collectively, “Adelphia’s Administrative Claims”). Adelphia’s Administrative Claims include, but are not limited to: (i) a claim for TelCove’s utilization of Adelphia’s fiber network, conduit, overlash rights, land usage, collocation space, power, and network maintenance services; (ii) a claim relating to services rendered by Adelphia to TelCove under a certain shared services agreement between the parties; (iii) the Adelphia DIP Facility Claim; and (iv) a circuit refund claim related

 

22


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

to Adelphia’s overpayment to TelCove for its use of TelCove’s telecommunications network through certain circuits.

 

On February 21, 2004, the parties executed a global settlement agreement (the “Global Settlement”) which resolves, among other things, the Alleged Claims, Adelphia’s Administrative Claims, and TelCove’s alleged counterclaims and defenses thereto. The Global Settlement provides that on the closing date, ACC will transfer to TelCove certain settlement consideration, including, $60,000 in cash, plus an additional payment of up to $2,500 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 will execute various annexes to the Global Settlement which provide, among other things, for (i) a five-year business commitment to TelCove by ACC; (ii) future use by TelCove of certain fiber capacity in assets owned by ACC and (iii) the mutual release by the parties from any and all liabilities, claims and causes of action which either party has or may have against the other party. Finally, the Global Settlement provides for the transfer by ACC to TelCove of certain CLEC market assets together with the various licenses, franchises and permits related to the operation and ownership of such assets. Pursuant to an order of the Bankruptcy Court dated March 23, 2004, the Court approved the Global Settlement. The Company is in the process of evaluating the impact of the Global Settlement on the accompanying unaudited consolidated financial statements. The Company believes that such impact could be significant.

 

18. Century-ML Cable Venture Bankruptcy Filing

 

On September 30, 2002, CMLCV, 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. CMLCV is operating its business as a debtor-in-possession and is continuing to serve its subscribers in three communities in Puerto Rico. At this time, CMLCV is expected to generate sufficient cash to fund foreseeable operations and capital requirements. The CMLCV Chapter 11 filing is not expected to have a material impact on the operations of CMLCV’s subsidiary, Century-ML Cable Corporation, which serves communities in Puerto Rico.

 

CMLCV, since October 2002, has been filing a separate monthly operating report with the Bankruptcy Court. As more fully disclosed in CMLCV’s separate Monthly Operating Report, there is litigation pending in the Bankruptcy Court between ML Media and CMLCV, Century, the Company and Highland Holdings, L.P. (“Highland”), a Rigas Family partnership. In connection with the parties’ December 13, 2001 Leveraged Recapitalization Agreement (“Recap Agreement”), there is a pre-petition dispute relating primarily to an alleged secured obligation in the amount of $279,800 to ML Media for its 50% ownership in CMLCV. If there is an adverse outcome against the Company relating to this litigation, the Company may be required to pay $279,800 to ML Media for its 50% ownership in CMLCV, as well as interest and other amounts that may result from the outcome of this litigation, or Century may be required to surrender its 50% ownership in CMLCV to ML Media. A hearing was held on September 24, 2002, and a decision was rendered on January 17, 2003, wherein the Bankruptcy Court; (i) denied all of the parties’ motions for summary judgment on the issue of whether there has been an acceleration of the September 30, 2002 closing date under the Recap Agreement, except that the Bankruptcy Court (ii) found “as a matter of law, that, assuming that the Recap Agreement is enforceable, payment by the Company was due on September 30, 2002 and payment by Adelphia, Century and Highland was due on October 1, 2002, one day later, and that, having failed to make payment, each of the Company, Century and Highland is now in default.” The Bankruptcy Court granted summary judgment only to such extent.

 

23


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

In a decision and order dated March 31, 2003, the Bankruptcy Court denied ML Media’s request to become manager of CMLCV’s cable systems. In a decision and order dated April 21, 2003, the Bankruptcy Court denied ML Media’s motion to dismiss the CMLCV bankruptcy petition, rejecting ML Media’s claim that Century improperly filed the petition without ML Media’s consent. On September 5, 2003, the Bankruptcy Court heard oral argument on ML Media’s motions for summary judgment on, and dismissal of, the counterclaims brought by Adelphia and CMLCV to avoid the Recap Agreement. No ruling has yet been issued in connection with these motions. On September 17, 2003, the Bankruptcy Court entered an order authorizing Adelphia’s and Century’s rejection of the Recap Agreement.

 

On May 12, 2003, the Bankruptcy Court directed ML Media, Century, Adelphia and Highland to enter into mediation to resolve the dispute. Settlement discussions between Adelphia and ML Media are continuing.

 

No accrual for the outcome of the above described litigation is included in the accompanying unaudited financial statements.

 

By order dated December 2, 2003, the Bankruptcy Court established a bar date for filing proofs of claim against CMLCV’s estate of January 15, 2004 at 5:00 P.M. (Eastern Time).

 

On March 17, 2004, ML Media presented a non-binding written indication of interest (the “Vaughn Indication of Interest”) for the acquisition of 100% of CMLCV by an investor group led by James C. Vaughn (the “Vaughn Group”). The Vaughn Indication of Interest contemplates a purchase price, subject to adjustment as a result of due diligence, of $625 million, plus the amount of CMLCV’s working capital at closing, less the remaining cost of the pending rebuild of CMLCV’s cable systems. Century was not involved in the negotiation of the Vaughn Indication of Interest and is not bound by it. On April 13, 2004, Century and the Vaughn Group entered into a confidentiality agreement with respect to the delivery of due diligence materials. At a status conference on April 15, 2004, the Bankruptcy Court instructed Century to begin delivery of due diligence materials to the Vaughn Group prior to a subsequent decision as to whether due diligence materials should be made concurrently available to other parties in connection with other potential transactions relating to CMLCV. A hearing on Century’s ability to concurrently deliver due diligence materials to other parties in connection with other potential transactions is scheduled for April 30, 2004.

 

24


ADELPHIA COMMUNICATIONS CORPORATION, et. al.

(DEBTORS-IN-POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

19. Customers

 

The table below provides information on the number of basic customers, digital customers and high speed internet customers for the Debtors, the Non-Filing Entities, which includes customers in Brazil and Puerto Rico, and the Rigas Entities. As further described in its Current Report on Form 8-K filed May 25, 2003, the Company corrected the methodology for calculating customers previously used; therefore, the customer data set forth below may not be comparable to customer data reported prior to such correction.

 

     Filing Entities

  

Non-Filing and

Rigas Entities


   Total

March 31, 2004:

              

Basic customers

   4,989,724    425,385    5,415,109

Digital customers

   1,806,541    148,409    1,954,950

High speed internet customers

   1,071,938    70,953    1,142,891
    
  
  

Total revenue generating units

   7,868,203    644,747    8,512,950
    
  
  

February 29, 2004:

              

Basic customers

   4,999,926    425,891    5,425,817

Digital customers

   1,796,109    148,530    1,944,639

High speed internet customers

   1,031,339    68,392    1,099,731
    
  
  

Total revenue generating units

   7,827,374    642,813    8,470,187
    
  
  

 

20. Bankruptcy Court Reporting Schedules

 

The Bankruptcy Court reporting schedules included in this report beginning on page 26 are for the period from March 1 through March 31, 2004 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.

 

25


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

Summary

 

     For the Month
Ended
March 31, 2004


   Reference

 

Gross wages paid

   $ 47,488,303    Schedule I  

Employee payroll taxes withheld

     10,693,388    Schedule I  

Employer payroll taxes due

     4,475,181    Schedule I  

Payroll taxes paid*

     15,851,230    Schedule II *

Sales and other taxes due

     7,021,269    Schedule III  

Gross taxable sales

     88,382,246    Schedule III  

Real estate and personal property taxes paid

     159,217    Schedule IV  

Sales and other taxes paid

     6,615,054    Schedule V  

Cash disbursements

     378,241,891    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.

 

26


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 March 31, 2004

 

Week Ending Date


   Gross Wages
Paid


   Employee
Payroll Taxes
Withheld


   Employer
Payroll
Taxes Due


March 5, 2004

   $ 22,772,640    $ 5,047,161    $ 2,256,815

March 19, 2004

     24,715,663      5,646,227      2,218,366
    

  

  

Total

   $ 47,488,303    $ 10,693,388    $ 4,475,181
    

  

  

 

27


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule II   Page 1 of 3

 

Court Reporting schedules for Payroll Taxes Paid

for the Month Ended March 31, 2004

 

Payee


   Payroll
Taxes Paid


   Payment
Date


NORTH CAROLINA DEPT OF REVENUE

   11,674    03/05/04

OREGON DEPARTMENT OF REVENUE

   170    03/05/04

STRONG CAPITAL MANAGEMENT

   534,660    03/06/04

INTERNAL REVENUE SERVICE

   5,901,282    03/08/04

STATE OF ARIZONA

   2,152    03/08/04

STATE OF CALIFORNIA

   202,146    03/08/04

STATE OF COLORADO

   61,282    03/08/04

STATE OF CONNECTICUT

   10,935    03/08/04

STATE OF GEORGIA

   11,138    03/08/04

STATE OF IDAHO

   4,464    03/08/04

STATE OF INDIANA

   1,022    03/08/04

STATE OF KANSAS

   337    03/08/04

STATE OF KENTUCKY

   21,041    03/08/04

STATE OF MASSACHUSETTS

   27,030    03/08/04

STATE OF MARYLAND

   12,348    03/08/04

STATE OF MAINE

   26,609    03/08/04

STATE OF NEW YORK

   101,505    03/08/04

STATE OF OHIO

   70,748    03/08/04

STATE OF OKLAHOMA

   303    03/08/04

STATE OF PENNSYLVANIA

   100,274    03/08/04

STATE OF SOUTH CAROLINA

   5,113    03/08/04

STATE OF VIRGINIA

   59,790    03/08/04

STATE OF VERMONT

   13,879    03/08/04

STRONG CAPITAL MANAGEMENT

   547,477    03/08/04

BERKHEIMER ASSOCIATES

   30    03/09/04

CENTRAL TAX BUREAU OF P

   390    03/09/04

JOSEPH M DOUGHERTY

   10    03/09/04

FRANKLIN COUNTY OCCUPATIONAL TAX COLLECTOR

   10    03/09/04

MUNICIPALITY OF MONROEVILLE

   10    03/09/04

NEW CASTLE RECEIVER OF TAXES PERSONAL

   10    03/09/04

STATE COLLEGE BOROUGH TAX OFFIC

   10    03/09/04

ASHTABULA INCOME TAX

   572    03/19/04

CENTRAL COLLECTION AGENCY

   29,889    03/19/04

CITY OF CHILLICOTHE

   7,930    03/19/04

CITY OF CLEVELAND HEIGHTS

   3,786    03/19/04

CITY OF DANVILLE

   365    03/19/04

DEPARTMENT OF LABOR & EMPLOYMEN

   23    03/19/04

CITY OF HUNTINGTON

   248    03/19/04

LORAIN CITY TAX

   1,969    03/19/04

CITY OF MACEDONIA

   2,195    03/19/04

CITY OF MARION

   1,210    03/19/04

MISSISSIPPI STATE TAX COMMISSN

   2,774    03/19/04

 

28


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule II   Page 2 of 3

 

Court Reporting schedules for Payroll Taxes Paid

for the Month Ended March 31, 2004

 

Payee


  

Payroll Taxes

Paid


   Payment
Date


MONTANA DEPARTMENT OF REVENUE

   648    03/19/04

NEBRASKA DEPARTMENT OF REVENUE

   247    03/19/04

CITY OF NEWARK

   3,758    03/19/04

NORTH CAROLINA DEPT OF REVENUE

   14,128    03/19/04

DIRECTOR OF FINANCE

   234    03/19/04

OREGON DEPARTMENT OF REVENUE

   188    03/19/04

TREASURER CITY OF OWENSBORO

   471    03/19/04

CITY OF PITTSBURGH

   1,336    03/19/04

RITA

   6,984    03/19/04

SCHOOL DISTRICT INCOME TAX

   2,959    03/19/04

STRONG CAPITAL MANAGEMENT

   592,064    03/19/04

UTAH STATE TAX COMMISSION

   285    03/19/04

WEST VIRGINIA DEPT OF TAX & REV

   19,169    03/19/04

INTERNAL REVENUE SERVICE

   6,572,285    03/22/04

STATE OF ALABAMA

   4,458    03/22/04

STATE OF ARIZONA

   3,078    03/22/04

STATE OF CALIFORNIA

   217,313    03/22/04

STATE OF COLORADO

   64,403    03/22/04

STATE OF CONNECTICUT

   13,576    03/22/04

STATE OF GEORGIA

   12,318    03/22/04

STATE OF IDAHO

   4,872    03/22/04

STATE OF INDIANA

   1,025    03/22/04

STATE OF KANSAS

   404    03/22/04

STATE OF KENTUCKY

   23,723    03/22/04

STATE OF MASSACHUSETTS

   27,212    03/22/04

STATE OF MARYLAND

   14,396    03/22/04

STATE OF MAINE

   28,130    03/22/04

STATE OF MICHIGAN

   134    03/22/04

STATE OF NEW YORK

   131,431    03/22/04

STATE OF OHIO

   86,854    03/22/04

STATE OF OKLAHOMA

   382    03/22/04

STATE OF PENNSYLVANIA

   105,531    03/22/04

STATE OF SOUTH CAROLINA

   5,517    03/22/04

STATE OF VIRGINIA

   64,112    03/22/04

STATE OF VERMONT

   15,878    03/22/04

STATE OF WISCONSIN

   731    03/22/04

STRONG CAPITAL MANAGEMENT

   9,008    03/22/04

ADAMS COUNTY EIT AGENCY

   350    03/23/04

ALTOONA AREA SCHOOL DISTRICT

   50    03/23/04

BEDFORD COUNTY TAX SERVICE

   90    03/23/04

BERKHEIMER ASSOCIATES

   1,240    03/23/04

MIFFCO TAX SERVICE INC

   90    03/23/04

CENTRAL TAX BUREAU OF PA

   2,320    03/23/04

 

29


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule II   Page 3 of 3

 

Court Reporting schedules for Payroll Taxes Paid

for the Month Ended March 31, 2004

 

Payee


   Payroll Taxes
Paid


   Payment
Date


CLARION WAGE TAX OFFICE

   110    03/23/04

BOROUGH OF EMPORIUM

   20    03/23/04

THE CITY OF ERIE

   100    03/23/04

VILLAGE OF GREENWOOD

   612    03/23/04

HARBORCREEK TOWNSHIP

   490    03/23/04

SHERRY IVERSON

   330    03/23/04

JAFKO NORMA

   10    03/23/04

JORDAN TAX SERVICE INC

   1,020    03/23/04

KARL F KILDUFF MANAGER

   20    03/23/04

LAUREL MOUNTAIN TAX COLLECTIONS

   100    03/23/04

JOHN LOHMAN

   70    03/23/04

SUSAN L. MICHELL TAX COLLECTOR

   330    03/23/04

MUNICIPALITY OF MONROEVILLE

   590    03/23/04

JUDITH MUSICK

   70    03/23/04

CITY TREASURER

   390    03/23/04

BOROUGH OF PORT ALLEGANY

   100    03/23/04

BOROUGH OF ROCHESTER

   40    03/23/04

STATE COLLEGE BOROUGH TAX OFFIC

   750    03/23/04

BOROUGH OF TYRONE

   120    03/23/04

CENTRAL TAX BUREAU OF P

   13,152    03/24/04

PATRICIA JOHNSON

   90    03/24/04

BERKHEIMER ASSOCIATES

   50    03/27/04

KAREN BROWN BOROUGH SECRETARY

   50    03/27/04

CLEARFIELD BOROUGH OFFICE OF TAX COLL

   20    03/27/04

EAST CAROLL TOWNSHIP

   330    03/27/04

JOSEPH M DOUGHERTY

   75    03/30/04

TOTAL

   15,851,230     

 

30


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 1 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


ALABAMA DEPT. OF REVENUE

   $ 267    $ 4,444

ALBEMARLE COUNTY

     4,202      A

AMHERST COUNTY TREASURER

     8      A

ARIZONA DEPARTMENT OF REVENUE

     38      1,149

ARKANSAS DEPARTMENT OF REVENUE

     —        5

ASHLAND INDEPENDENT BOARD OF EDUCATION

     10,560      352,013

BANK OF AMERICA

     435      —  

BATH COUNTY SCHOOL DISTRICT

     1,316      43,859

BEDFORD COUNTY

     57      1,939

BEREA COUNTY SCHOOL DISTRICT

     1,621      54,024

BOARD OF EQUALIZATION

     227      A

BOARD OF EQUALIZATION

     211      2,170

BOURBON COUNTY SCHOOL DISTRICT

     542      18,080

BOYD COUNTY SCHOOL DISTRICT

     2,833      94,423

BOYLE COUNTY SCHOOL DISTRICT

     1,539      51,305

BREATHITT COUNTY SCHOOL DISTRICT

     1,113      37,113

BRECKINRIDGE COUNTY BOARD OF EDUCATION

     773      25,773

BUREAU OF TAXATION

     138      2,761

BURGIN INDEPENDENT BOARD OF EDUCATION

     330      10,985

BUTLER COUNTY SCHOOL DISTRICT

     91      3,036

CAMPBELL COUNTY TREASURER

     134      A

CARTER COUNTY SCHOOL DISTRICT

     1,679      55,974

CATTARAUGUS COUNTY

     22      A

CCHCF-A

     53      —  

CHARLOTTESVILLE CITY TREASURER

     2,158      A

CHAUTAUQUA COUNTY DIRECTOR OF FINANCE

     26      A

CHCF-B

     684      31,085

CHESTERFIELD COUNTY

     166      A

CHESTERFIELD COUNTY

     78      1,629

CITY OF ALAHAMBRA

     2      37

CITY OF ALBION

     2      38

CITY OF ALGOURA HILLS

     4      85

CITY OF ARCADIA

     11      221

CITY OF ARTESIA

     1      11

CITY OF ASOTIN

     —        2

CITY OF BALDWIN PARK

     4,371      145,699

CITY OF BALDWIN PARK

     2      64

CITY OF BEAUMONT

     2,684      89,454

CITY OF BEAUMONT

     8      266

 

31


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 2 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


CITY OF BELLFLOWER

   1    21

CITY OF BERKELEY

   1    8

CITY OF BOTHELL

   2    31

CITY OF BRAWLEY

   6,603    165,083

CITY OF BRAWLEY

   4    88

CITY OF BURBANK

   1    11

CITY OF CALABASAS

   5    97

CITY OF CHARLOTTESVILLE

   54,497    544,970

CITY OF CHARLOTTESVILLE

   13,943    149,741

CITY OF CHICO

   —      4

CITY OF CHULA VISTA

   —      2

CITY OF CLAREMONT

   —      4

CITY OF CLOVERDALE

   1    32

CITY OF COLFAX

   —      5

CITY OF COLORADO SPRINGS

   427    17,092

CITY OF COVINA

   6    92

CITY OF CULVER CITY

   7    59

CITY OF DESERT HOT SPRINGS

   8    152

CITY OF DOWNEY

   —      —  

CITY OF EDMONDS

   1    10

CITY OF EL MONTE

   1    11

CITY OF ELK GROVE

   —      12

CITY OF FEDERAL WAY

   —      —  

CITY OF FONTANA

   42,030    840,611

CITY OF FONTANA

   16    314

CITY OF GARDENA

   —      3

CITY OF GLENDALE

   2    36

CITY OF HARRISONBURG

   302    —  

CITY OF HARRISONBURG TREASURER

   12    A

CITY OF HAWTHORNE

   2    31

CITY OF HERMOSA

   24    407

CITY OF HERMOSA BEACH

   19,171    319,510

CITY OF HOLTVILLE

   1,737    34,741

CITY OF HOLTVILLE

   1    14

CITY OF HUNTINGTON BEACH

   2    49

CITY OF INDIO

   —      7

CITY OF INGLEWOOD

   3    29

CITY OF IRVINE

   17    1,122

CITY OF ISSAQUAH

   —      5

 

32


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 3 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


CITY OF KALAMA

   8    132

CITY OF KELSO

   24    400

CITY OF KELSO

   6,285    104,757

CITY OF LA HABRA

   26,298    438,302

CITY OF LA HABRA

   27    446

CITY OF LA PALMA

   —      3

CITY OF LA VERNE

   17    431

CITY OF LAKEWOOD

   —      7

CITY OF LEAVENWORTH

   —      4

CITY OF LONG BEACH

   7    111

CITY OF LONGVIEW

   63    1,043

CITY OF LONGVIEW

   21,419    356,976

CITY OF LOS ANGELES

   1,072    10,717

CITY OF LYNWOOD

   1    10

CITY OF MALIBU

   —      5

CITY OF MAYWOOD

   —      6

CITY OF MONTCLAIR

   1    23

CITY OF MONTEREY PARK

   3    74

CITY OF MORENO VALLEY

   69,894    1,164,894

CITY OF MORENO VALLEY

   53    887

CITY OF NORWALK

   2    29

CITY OF OAKLAND

   1    9

CITY OF OLYMPIA

   2    36

CITY OF PALM SPRINGS

   —      1

CITY OF PALOUSE

   2    28

CITY OF PALOUSE

   608    8,680

CITY OF PASADENA

   3    34

CITY OF PETERSBURG

   20,882    104,410

CITY OF PICO RIVERA

   10,708    214,159

CITY OF PICO RIVERA

   4    84

CITY OF PLACENTIA

   15,346    438,449

CITY OF PLACENTIA

   3    72

CITY OF POMONA

   1    10

CITY OF PORT HUENEME

   9,298    232,438

CITY OF PORT HUENEME

   3    62

CITY OF PORTERVILLE

   1    9

CITY OF PULLMAN

   16    203

CITY OF REDONDO BEACH

   43,368    913,017

CITY OF REDONDO BEACH

   56    1,186

 

33


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 4 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


CITY OF RIALTO

   46,965    587,059

CITY OF RIALTO

   33    418

CITY OF RICHMOND

   1,780    A

CITY OF RICHMOND

   14,220    91,405

CITY OF RICHMOND

   5,929    —  

CITY OF RICHMOND

   —      1

CITY OF RIVERSIDE

   12    184

CITY OF SALEM

   1    A

CITY OF SALINAS

   1    25

CITY OF SAN BERNARDINO

   75,340    941,742

CITY OF SAN BERNARDINO

   18    221

CITY OF SAN BUENAVENTURA

   34,066    681,323

CITY OF SAN FRANCISCO

   2    33

CITY OF SAN LUIS OBISPO

   —      1

CITY OF SANTA ANA

   32    531

CITY OF SANTA BARBARA

   2    32

CITY OF SANTA MONICA

   184,218    1,842,187

CITY OF SANTA MONICA

   120    1,195

CITY OF SANTA ROSA

   —      4

CITY OF SEA SIDE

   —      —  

CITY OF SEAL BEACH

   23    206

CITY OF SEATTLE

   —      2

CITY OF SIERRA MADRE

   1    24

CITY OF SOUTH PASADENA

   1    23

CITY OF SPOKANE

   —      6

CITY OF STANTON

   —      4

CITY OF TACOMA

   —      2

CITY OF TORRANCE

   3    50

CITY OF VALLEJO

   —      2

CITY OF VANCOUVER

   3    56

CITY OF VENTURA

   21    418

CITY OF WAYNESBORO

   30,186    301,860

CITY OF WESTMINISTER

   —      8

CITY OF WHITTIER

   14    287

CITY OF WINCHESTER

   893    —  

CITY OF WINCHESTER

   18,073    180,732

CITY OF WINLOCK

   —      4

CITY OF WOODLAND

   2    34

CITY OF ZILLAH

   —      2

 

34


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 5 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


CLARKE COUNTY

   2    A

CLOVERPORT INDEPENDENT SCHOOL DISTRICT

   272    9,083

COLORADO DEPT. OF REVENUE

   499    23,660

COLORADO DEPT. OF REVENUE

   3,425    85,894

COMMISSIONER OF REVENUE SERVICES

   298,176    5,679,545

COMMISSIONER OF REVENUE SERVICES

   357,971    5,966,188

COMMONWEALTH OF MASSACHUSETTS

   5,602    112,049

COMPTROLLER OF MARYLAND

   15,157    303,159

COMPTROLLER OF PUBLIC ACCOUNTS

   17    333

COMPTROLLER, CITY OF BUFFALO

   5,797    193,246

COUNTY OF ALBEMARLE

   8,565    92,503

COUNTY OF LOS ANGELES

   264    5,271

COUNTY OF MONTGOMERY

   9,263    92,629

COUNTY OF SACRAMENTO

   —      1

DANVILLE INDEPENDENT SCHOOL DISTRICT

   4,771    159,046

DANVILLE, CITY OF

   3,919    A

DAVIESS COUNTY BOARD OF EDUCATION

   18,373    612,444

DAVIESS COUNTY SCHOOL DISTRICT

   508    16,935

DES MOINES

   1    9

ELLIOT COUNTY SCHOOL DISTRICT

   462    15,388

ERIE COUNTY COMPTROLLER

   5,915    A

FAUQUIER COUNTY

   24    A

FLORIDA DEPARTMENT OF REVENUE

   3,408,046    23,639,124

FLORIDA DEPARTMENT OF REVENUE

   166,085    2,406,683

FRANKLIN COUNTY PUBLIC SAFETY

   2    A

FRANKLIN COUNTY SCHOOL DISTRICT

   102    3,408

FREDERICK COUNTY

   184    A

GARRAD COUNTY SCHOOL DISTRICT

   517    17,249

GENESEE, COUNTY OF

   9    A

GEORGIA DEPARTMENT OF REVENUE

   15,504    231,004

GREENE COUNTY

   14    A

HANCOCK COUNTY BOARD OF EDUCATION

   877    29,247

HANOVER COUNTY

   99    30,899

HANOVER COUNTY TREASURER

   405    A

HARLAN COUNTY SCHOOL DISTRICT

   262    8,719

HARRISON COUNTY SCHOOL DISTRICT

   2,677    89,226

HARRODSBURG INDEPENDENT BOARD OF EDUCATION

   2,668    88,922

HENDERSON COUNTY BOARD OF EDUCATION

   2,500    83,347

HENRICO COUNTY

   1,481    A

 

 

35


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 6 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


HENRICO COUNTY

   2,850    38,044

ID USF

   22    —  

IDAHO STATE TAX COMMISSION

   3,989    66,474

IL DEPT OF REVENUE

   3    634

INDIANA DEPARTMENT OF REVENUE

   31,159    519,321

INTERNAL REVENUE SERVICE

   78,411    2,613,460

JACKSON INDEPENDENT SCHOOLS

   572    19,070

JESSAMINE COUNTY BOARD OF EDUCATION

   7,335    244,508

KANSAS DEPT. OF REVENUE

   18,649    255,533

KENTUCKY REVENUE CABINET

   2,132    35,531

LAUREL COUNTY SCHOOL DISTRICT

   17,571    585,699

LEE COUNTY SCHOOL DISTRICT

   1,000    —  

LESLIE COUNTY SCHOOL DISTRICT

   1,000    33,323

LETCHER COUNTY BOARD OF EDUCATION

   778    25,939

LEWIS COUNTY BOARD OF EDUCATION

   958    38,311

LEWIS COUNTY SCHOOL DISTRICT

   275    11,018

LINCOLN COUNTY BOARD OF EDUCATION

   1,319    43,981

LOGAN COUNTY SCHOOL DISTRICT

   32    1,062

LYNCHBURG, CITY OF

   582    A

MADISON COUNTY SCHOOL DISTRICT

   12,492    416,399

MAINE REVENUE SERVICES

   272,248    5,444,952

MARION COUNTY BOARD OF EDUCATION

   1,224    40,799

MCLEAN COUNTY SCHOOL DISTRICT

   895    29,820

MENIFEE COUNTY SCHOOL DISTRICT

   678    22,591

MERCER COUNTY SCHOOL DISTRICT

   1,722    57,411

MINNESOTA DEPARTMENT OF REVENUE

   1    182

MISSISSIPPI STATE TAX COMMISSION

   44,858    640,831

MISSISSIPPI STATE TAX COMMISSION

   1,658    23,686

MORGAN COUNTY SCHOOL DISTRICT

   1,818    60,608

MTEAF

   38    7,553

NC DEPARTMENT OF REVENUE

   14,180    194,491

NECA KUSF

   17    344

NECA PAUSF

   1,367    —  

NECA TX USF

   7    —  

NECA VUSF

   253    19,960

NELSON COUNTY BOARD OF EDUCATION

   1,151    38,374

NICHOLAS COUNTY SCHOOL DISTRICT

   434    14,463

NJ DIVISION OF TAXATION

   685    11,413

NYS ESTIMATED CORPORATION TAX

   1,877    1,816,543

 

36


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 7 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


   Sales and
Other
Taxes Due


   Gross
Taxable Sales


NYS ESTIMATED CORPORATION TAX

   7,615    1,587,770

NYS SALES TAX PROCESSING

   80,303    918,445

OHIO COUNTY SCHOOL DISTRICT

   24    797

OKLAHOMA TAX COMMISSION

   1,832    16,792

ORLEANS COUNTY TREASURER

   4    A

OWENSBORO BOARD OF EDUCATION

   13,042    434,746

OWSLEY COUNTY BOARD OF EDUCATION

   420    13,995

PA DEPARTMENT OF REVENUE

   197,116    3,601,925

PA DEPT. OF REVENUE

   4,792    95,801

PAGE COUNTY

   15    A

PARIS INDEPENDENT SCHOOL DISTRICT

   3,036    101,189

PERRY COUNTY SCHOOL DISTRICT

   310    10,338

PITTSYLVANIA COUNTY

   81    A

POWELL COUNTY SCHOOL DISTRICT

   2,971    99,041

POWHATTAN COUNTY TREASURER

   36    A

PSU

   225    —  

PUBLIC SERVICE TAXATION DIVISION

   1,542    —  

PULASKI COUNTY TREASURER

   1    A

RHODE ISLAND DIVISION OF TAXATION

   7    104

ROCKCASTLE COUNTY SCHOOL DISTRICT

   892    29,728

RUSSELL INDEPENDENT SCHOOL DISTRICT

   6,142    204,748

SCOTT COUNTY SCHOOL DISTRICT

   7,381    246,042

SOUTH CAROLINA DEPT. OF REVENUE

   67,708    1,060,513

SPOTSYLVANIA COUNTY

   48    A

STATE OF MICHIGAN

   99    1,654

STATE OF NEW HAMPSHIRE

   1,785    25,493

STATE OF NEW HAMPSHIRE

   73,816    1,054,513

STATE TAX DEPARTMENT

   287,147    4,785,775

STAUNTON COUNTY

   52    A

TN DEPARTMENT OF REVENUE

   52,787    647,037

TOWN OF BLACKSBURG

   15,502    155,018

TOWN OF MT CRESTED BUTTE

   1,583    35,178

TOWN OF SOUTH BOSTON

   4,832    48,324

TREASURER STATE OF OHIO

   148,595    1,951,850

UNION COUNTY SCHOOL DISTRICT

   2,970    99,005

VERMONT DEPARTMENT OF TAXES

   331,609    5,526,838

VERMONT DEPARTMENT OF TAXES

   1,202    20,032

VIRGINIA DEPARTMENT OF TAXATION

   10,517    233,701

WARREN COUNTY TREASURER

   12    A

 

37


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule III   Page 8 of 8

 

Court Reporting schedules for Sales and Other Taxes Due and Gross Taxable Sales

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Sales and

Other

Taxes Due


  

Gross

Taxable Sales


WASHINGTON COUNTY BOARD OF EDUCATION

     415      13,840

WASHINGTON DEPT. OF REVENUE

     3,553      47,609

WEBSTER COUNTY BOARD OF EDUCATION

     805      26,829

WINCHESTER CITY TREASURER

     1,212      A

WISCONSIN DEPARTMENT OF REVENUE

     5      187

WOLFE COUNTY SCHOOL DISTRICT

     931      31,039

WOODFORD COUNTY BOARD OF EDUCATION

     4,887      162,896

WYOMING COUNTY TREASURER

     13      A

WYOMING DEPARTMENT OF REVENUE

     94      1,642
    

  

Total

   $ 7,021,269    $ 88,382,246
    

  

 

Note (A): The 911 surcharge is based upon the number of phone lines and not as a function of gross taxable sales.

 

38


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule IV   Page 1 of 3

 

Court Reporting schedules for Real Estate and Personal Property Taxes Paid

for the Month Ended March 31, 2004

 

Payee


   Amount
Paid


   Check Date

ADAMS COUNTY TREASURER

   $ 74    03/04/04

ALLEGHENY COUNTY TREASURER

     521    03/04/04

ARCHBALD BOROUGH

     185    03/24/04

ATHENS COUNTY TREASURER

     168    03/31/04

AVAYA FINANCIAL SERVICES

     80    03/24/04

BARING PLANTATION TOWN

     307    03/04/04

BEAVER COUNTY

     159    03/04/04

BEDFORD COUNTY COL

     103    03/04/04

BEDFORD COUNTY COL

     —      03/24/04

BEREA CITY TREASURE

     327    03/15/04

BLACKBURN CENTER, LLC

     433    03/26/04

BOTETOURT COUNTY TREASURER

     20    03/24/04

BRECKENRIDGE COUNTY SHERIFF

     89    03/24/04

CAL & JOANNE FAMILY LTD PRTNRSP

     200    03/26/04

CANYON SPRINGS INVESTMENT

     620    03/23/04

CARROLL TOWNSHIP/NORTHERN YORK

     324    03/24/04

CITY OF AUBURN

     4,973    03/15/04

CITY OF AUBURN

     6,986    03/24/04

CITY OF CHARLOTTESVILLE

     34    03/15/04

CITY OF CHARLOTTESVILLE

     2,163    03/31/04

CITY OF LOCKPORT

     8,879    03/16/04

CITY OF PARIS

     1,156    03/15/04

CITY OF STAUNTON

     78    03/15/04

CITY OF STAUNTON

     2,304    03/24/04

CITY OF STAUNTON

     1,444    03/31/04

CITY OF WAVERLY TREASURER

     12    03/16/04

CITY TREASURER

     —      03/04/04

CITY TREASURER

     52    03/15/04

CLARK COUNTY

     17,395    03/15/04

CONCORD CENTER LLC

     209    03/18/04

COSHOCTON COUNTY TREASURER

     2,548    03/31/04

COUNTY OF ALLEGHENY

     4,758    03/04/04

COUNTY OF ALLEGHENY

     1,543    03/15/04

COUNTY OF AUGUSTA

     —      03/15/04

COUNTY OF WARREN (BL)

     1,346    03/31/04

COUNTY OF WISE

     107    03/15/04

DARLINGTON COUNTY

     380    03/24/04

DEFIANCE COUNTY TREASURER

     2,156    03/31/04

DILLON COUNTY TREASURER

     261    03/24/04

DORIS LAWTON

     783    03/25/04

 

39


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule IV   Page 2 of 3

 

Court Reporting schedules for Real Estate and Personal Property Taxes Paid

for the Month Ended March 31, 2004

 

Payee


   Amount
Paid


   Check Date

DORIS LAWTON

   145    03/30/04

DUNMORE BOROUGH TAX COLLECTOR

   1,350    03/04/04

EASTLAKE COMMERCIAL

   58    03/26/04

ELLIOTT COUNTY SHERIFF

   2,434    03/31/04

ERIE COUNTY TAX DEPARTMENT

   8    03/04/04

FORSYTH COUNTY TAX COLLECTOR

   748    03/24/04

GE CAPITAL FLEET SERVICES

   2,180    03/08/04

GECFS BY APEX AS AGENT

   977    03/08/04

GLICK BROTHERS LUMBER CO.

   7,339    03/08/04

GLOUCESTER CITY

   463    03/31/04

GUERNSEY COUNTY TREASURER

   802    03/04/04

HAMMONDSPORT VILLAGE

   1,365    03/04/04

HARRODSBURG CITY

   520    03/04/04

HOCKING COUNTY TREASURER

   1,016    03/31/04

HOLMES COUNTY TREASURER

   2,103    03/04/04

IOS CAPITAL

   175    03/16/04

JACKSON COUNTY TREASURER

   154    03/04/04

JESSAMINE COUNTY SHERIFF

   20,231    03/24/04

KEVIN KIRKMAN

   724    03/30/04

KIR TEMECULA L.P.

   105    03/25/04

LARRY SCHREDER

   960    03/12/04

LAS ANIMAS COUNTY TREASURER

   2,360    03/04/04

LAWRENCE COUNTY OH

   587    03/04/04

LOCKPORT CITY SCHOOL DISTRICT

   5,500    03/15/04

LOS ANGELES COUNTY

   4,791    03/26/04

LYKENS BORO & DAUPHIN COUNTY

   864    03/04/04

MCKEAN COUNTY /OTTO TOWNSHIP

   136    03/04/04

MCKEAN COUNTY COLLECTOR

   10,943    03/04/04

MCKEAN COUNTY/ELDRED BOROUGH

   432    03/04/04

MCKEAN COUNTY/MT.J

   179    03/04/04

MCKEAN COUNTY/SMETHPORT BOROU

   433    03/04/04

MECKLENBURG COUNTY

   50    03/24/04

MONONGALIA COUNTY SHERIFF

   4,105    03/31/04

MONROE CO TREASURER

   18    03/04/04

NASH COUNTY TAX COLLECTOR

   408    03/15/04

NORTH CODORUS TOWNSHIP

   101    03/24/04

PACIFIC CORPORATE STRUCTURES

   1,637    03/23/04

PEMBROKE TOWN TREASURER

   5    03/04/04

PICKAWAY COUNTY TREASURER

   957    03/04/04

PITNEY BOWES CREDIT CORPORATION

   42    03/05/04

 

40


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule IV   Page 3 of 3

 

Court Reporting schedules for Real Estate and Personal Property Taxes Paid

for the Month Ended March 31, 2004

 

Payee


   Amount
Paid


   Check Date

PITNEY BOWES CREDIT CORPORATION

     9    03/30/04

PLYMOUTH TOWN

     2,687    03/15/04

PONTOTOC COUNTY

     2,729    03/17/04

TOWN OF AMESBURY

     323    03/15/04

TOWN OF FALMOUTH

     263    03/15/04

TOWN OF HERMON

     9,426    03/16/04

TOWN OF MILAN

     364    03/04/04

TOWN OF PEMBROKE TAX COLLECTOR

     35    03/04/04

TOWN OF SOUTH HILL

     114    03/24/04

TOWN OF TISBURY

     178    03/15/04

TOWN OF VERNON

     417    03/24/04

VILLAGE BUSINESS PARK

     27    03/22/04

VILLAGE OF PENN YAN

     —      03/24/04

WASHINGTON COUNTY TREASURER

     105    03/15/04

YORK AREA TAX COLLECTION

     68    03/24/04

YORK COUNTY/SPRING GROVE TAX

     1,890    03/24/04
    

    

Total

   $ 159,217     
    

    

 

41


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule V   Page 1 of 6

 

Court Reporting schedules for Sales and Other Taxes Paid

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Tax Type


   Amount Paid

   Date Paid

ALABAMA DEPARTMENT OF REVENUE

   Gross Receipts Tax    $ 262    03/09/04

ALBEMARLE COUNTY

   Utility Tax      819    03/12/04

ALBEMARLE COUNTY

   911 Surcharge      4,388    03/25/04

AMHERST COUNTY

   911 Surcharge      8    03/25/04

ARIZONA DEPARTMENT OF REVENUE

   Sales Tax      11    03/10/04

ARIZONA DEPARTMENT OF REVENUE

   Gross Receipts Tax      13    03/15/04

ARIZONA DEPARTMENT OF REVENUE

   Sales Tax      27    03/15/04

ASHLAND INDEPENDENT BOARD OF

   Utility Tax      10,461    03/17/04

BATH COUNTY SCHOOL DISTRICT

   Utility Tax      1,128    03/18/04

BEDFORD COUNTY

   Utility Tax      10    03/12/04

BEREA INDEPENDENT SCHOOL DISTRICT

   Utility Tax      2,272    03/17/04

BOARD OF EQUALIZATION

   Sales Tax      316    03/23/04

BOARD OF EQUALIZATION

   911 Surcharge      227    03/30/04

BOURBON COUNTY SCHOOL

   Utility Tax      623    03/17/04

BOYD COUNTY SCHOOL DISTRICT

   Gross Receipts Tax      13    03/09/04

BOYD COUNTY SCHOOL DISTRICT

   Utility Tax      2,766    03/17/04

BOYLE COUNTY SCHOOL DISTRICT

   Utility Tax      1,538    03/17/04

BREATHITT COUNTY SCH

   Utility Tax      912    03/17/04

BRECKINRIDGE COUNTY BOARD OF

   Utility Tax      779    03/17/04

BURGIN EDUCATION BOARD

   Utility Tax      331    03/17/04

BUTLER COUNTY SCHOOL DISTRICT

   Utility Tax      18    03/17/04

CALIFORNIA HIGH COST FUND - A

   Gross Receipts Tax      50    03/08/04

CALIFORNIA HIGH COST FUND-B

   Sales Tax      672    03/08/04

CAMPBELL COUNTY

   911 Surcharge      134    03/25/04

CARTER COUNTY SCHOOL

   Utility Tax      1,675    03/17/04

CATTARAUGUS COUNTY

   911 Surcharge      22    03/24/04

CHESTERFIELD COUNTY

   911 Surcharge      166    03/12/04

CHESTERFIELD COUNTY

   Utility Tax      12    03/12/04

CITY OF MONTEREY PARK

   Gross Receipts Tax      6    03/17/04

CITY OF ALBION

   Gross Receipts Tax      6    03/10/04

CITY OF ARCADIA

   Gross Receipts Tax      11    03/17/04

CITY OF BALDWIN PARK

   Utility Tax      4,137    03/05/04

CITY OF BALDWIN PARK

   Gross Receipts Tax      6    03/17/04

CITY OF BEAUMONT

   Utility Tax      2,751    03/05/04

CITY OF BEAUMONT

   Gross Receipts Tax      6    03/17/04

CITY OF BELLFLOWER

   Gross Receipts Tax      6    03/17/04

CITY OF BRAWLEY

   Utility Tax      6,640    03/05/04

CITY OF BRAWLEY

   Gross Receipts Tax      5    03/17/04

CITY OF CALABASAS

   Gross Receipts Tax      6    03/17/04

CITY OF CHARLOTTESVILLE

   911 Surcharge      2,138    03/25/04

CITY OF CHARLOTTSVILLE

   Utility Tax      2,612    03/12/04

CITY OF CHARLOTTSVILLE

   Utility Tax      53,553    03/16/04

 

42


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule V   Page 2 of 6

 

Court Reporting schedules for Sales and Other Taxes Paid

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Tax Type


   Amount
Paid


   Date Paid

CITY OF COLORADO SPRINGS

   Sales Tax    215    03/10/04

CITY OF COVINA

   Gross Receipts Tax    5    03/17/04

CITY OF CULVER CITY

   Gross Receipts Tax    3    03/17/04

CITY OF DANVILLE

   911 Surcharge    4,037    03/25/04

CITY OF DESERT HOT SPRINGS

   Gross Receipts Tax    12    03/17/04

CITY OF FONTANA

   Utility Tax    37,809    03/05/04

CITY OF FONTANA

   Gross Receipts Tax    7    03/17/04

CITY OF HARRISONBURG TREASURER

   911 Surcharge    12    03/25/04

CITY OF HERMOSA BEACH

   Utility Tax    18,692    03/05/04

CITY OF HERMOSA BEACH

   Gross Receipts Tax    23    03/17/04

CITY OF HOLTVILLE

   Utility Tax    1,751    03/05/04

CITY OF INGLEWOOD

   Gross Receipts Tax    5    03/17/04

CITY OF LA HABRA

   Utility Tax    25,400    03/05/04

CITY OF LA HABRA

   Gross Receipts Tax    26    03/17/04

CITY OF LA VERNE

   Gross Receipts Tax    15    03/17/04

CITY OF LONG BEACH

   Gross Receipts Tax    9    03/17/04

CITY OF LOS ANGELES

   Gross Receipts Tax    988    03/17/04

CITY OF LYNCHBURG

   911 Surcharge    455    03/25/04

CITY OF MONTCLAIR

   Gross Receipts Tax    7    03/17/04

CITY OF MORENO VALLEY

   Utility Tax    66,996    03/05/04

CITY OF MORENO VALLEY

   Gross Receipts Tax    48    03/17/04

CITY OF NORWALK

   Gross Receipts Tax    6    03/17/04

CITY OF OAKLAND

   Gross Receipts Tax    6    03/17/04

CITY OF PICO RIVERA

   Utility Tax    10,374    03/05/04

CITY OF PICO RIVERA

   Gross Receipts Tax    9    03/17/04

CITY OF PLACENTIA

   Utility Tax    16,861    03/05/04

CITY OF PORT HUENEME

   Utility Tax    9,653    03/05/04

CITY OF PULLMAN

   Gross Receipts Tax    15    03/10/04

CITY OF REDONDO BEACH

   Gross Receipts Tax    50    03/17/04

CITY OF REDONDO BEACH CA

   Utility Tax    43,283    03/05/04

CITY OF RIALTO

   Utility Tax    44,723    03/05/04

CITY OF RICHMOND

   Utility Tax    3,409    03/12/04

CITY OF RICHMOND

   911 Surcharge    1,881    03/25/04

CITY OF RIVERSIDE

   Gross Receipts Tax    10    03/17/04

CITY OF SALEM

   911 Surcharge    6    03/25/04

CITY OF SALINAS

   Gross Receipts Tax    6    03/17/04

CITY OF SAN BERNARDINO

   Utility Tax    66,795    03/05/04

CITY OF SAN BERNARDINO

   Gross Receipts Tax    14    03/17/04

CITY OF SAN BUENAVENTURA

   Utility Tax    34,538    03/05/04

CITY OF SANTA ANA

   Gross Receipts Tax    30    03/17/04

CITY OF SANTA MONICA

   Utility Tax    112,143    03/05/04

CITY OF SANTA MONICA

   Gross Receipts Tax    119    03/17/04

 

 

43


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule V   Page 3 of 6

 

Court Reporting schedules for Sales and Other Taxes Paid

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Tax Type


   Amount
Paid


   Date Paid

CITY OF SEAL BEACH

   Gross Receipts Tax    14    03/17/04

CITY OF STAUNTON

   911 Surcharge    52    03/25/04

CITY OF TORRANCE

   Gross Receipts Tax    8    03/17/04

CITY OF VENTURA

   Gross Receipts Tax    27    03/17/04

CITY OF WAYNESBORO

   Utility Tax    30,232    03/15/04

CITY OF WHITTIER

   Gross Receipts Tax    12    03/17/04

CITY OF WINCHESTER

   Utility Tax    18,113    03/15/04

CITY OF WINCHESTER

   911 Surcharge    1,085    03/25/04

CLARKE COUNTY E-9

   911 Surcharge    6    03/25/04

CLOVERPORT BOARD OF EDUCATION

   Utility Tax    276    03/17/04

COLORADO DEPARTMENT OF REVENUE

   Gross Receipts Tax    134    03/09/04

COLORADO DEPARTMENT OF REVENUE

   Sales Tax    341    03/09/04

COLORADO DEPARTMENT OF REVENUE

   Sales Tax    2,926    03/19/04

COMMONWEALTH OF MASS

   Sales Tax    3,598    03/09/04

COMMONWEALTH OF MASS

   Sales Tax    154    03/11/04

COMPTROLLER OF MD

   Sales Tax    14,485    03/19/04

CONNECTICUT DEPT OF REVENUE

   Sales Tax    356,413    03/30/04

COUNTY OF GENESEE

   911 Surcharge    9    03/24/04

COUNTY OF MONTGOMERY

   Utility Tax    9,313    03/16/04

DANVILLE INDEPENDENT SCHOOL DIS

   Utility Tax    4,793    03/17/04

DAVIESS CO BOARD OF EDUCATION

   Gross Receipts Tax    19    03/09/04

DAVIESS CO BOARD OF EDUCATION

   Utility Tax    15,781    03/17/04

DEAF TRUST

   Sales Tax    29    03/08/04

DIRECTOR OF FINANCE

   911 Surcharge    26    03/24/04

ELLIOTT COUNTY SCHOO

   Utility Tax    119    03/17/04

ERIE COUNTY COMPTROLLER

   911 Surcharge    5,994    03/24/04

FAUQUIER COUNTY TREASURER

   911 Surcharge    24    03/25/04

FLORIDA DEPT OF REVENUE

   Gross Receipts Tax    14,275    03/22/04

FLORIDA DEPT OF REVENUE

   Sales Tax    99,203    03/22/04

FLORIDA DEPT OF REVENUE

   Telecommunications Tax    3,392,053    03/22/04

FRANKLIN COUNTY SCHOOL DISTRICT

   Utility Tax    100    03/17/04

FREDRICK COUNTY TREASURER

   911 Surcharge    184    03/25/04

GARRARD COUNTY SCHOOL DISTRICT

   Utility Tax    987    03/17/04

GEORGIA DEPARTMENT OF REVENUE

   Gross Receipts Tax    58    03/12/04

GEORGIA DEPARTMENT OF REVENUE

   Sales Tax    4,278    03/12/04

GEORGIA DEPARTMENT OF REVENUE

   Sales Tax    9,917    03/19/04

GREENE COUNTY

   911 Surcharge    14    03/25/04

HANCOCK COUNTY BOARD OF

   Utility Tax    867    03/17/04

HARLAN COUNTY SCHOOL

   Utility Tax    229    03/17/04

HARRISON COUNTY SCHOOL DISTRICT

   Utility Tax    2,655    03/17/04

HARRODSBURG BOARD OF EDUCATION

   Utility Tax    2,666    03/17/04

HENDERSON CO BOARD OF EDUCATION

   Utility Tax    2,159    03/17/04

 

44


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule V   Page 4 of 6

 

Court Reporting schedules for Sales and Other Taxes Paid

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Tax Type


   Amount
Paid


    Date Paid

HENRICO COUNTY

   Utility Tax    2,700     03/12/04

HENRICO COUNTY

   911 Surcharge    1,494     03/25/04

IDAHO STATE TAX COMMISSION

   Sales Tax    3,470     03/12/04

IDAHO UNIVERSAL SERVICE

   Gross Receipts Tax    24     03/09/04

ILLINOIS DEPARTMENT OF REVENUE

   Gross Receipts Tax    19     03/17/04

INDIANA DEPT OF REVENUE

   Sales Tax    1,599     03/09/04

INDIANA DEPT OF REVENUE

   Sales Tax    28,681     03/22/04

INTERNAL REVENUE SERVICE

   Federal Excise Tax    42,400     03/10/04

INTERNAL REVENUE SERVICE

   Federal Excise Tax    31,451     03/25/04

JACKSON INDEPENDENT SCHOOLS

   Utility Tax    425     03/17/04

JESSAMINE COUNTY BOARD OF EDUCA

   Utility Tax    7,768     03/17/04

KANSAS DEPT OF REVENUE

   Sales Tax    18,786     03/25/04

KENTUCKY REVENUE CABINET

   Sales Tax    (673 )   03/19/04

KENTUCKY STATE TREASURER

   Sales Tax    —       03/05/04

LAUREL COUNTY SCHOOL

   Utility Tax    11,472     03/17/04

LEE COUNTY SCHOOL DI

   Utility Tax    1,024     03/17/04

LESLIE COUNTY SCHOOL

   Utility Tax    899     03/17/04

LETCHER COUNTY BOARD OF EDUCATION

   Utility Tax    777     03/17/04

LEWIS COUNTY BOARD OF EDUCATION

   Utility Tax    956     03/17/04

LEWIS COUNTY SCHOOL

   Utility Tax    106     03/17/04

LINCOLN COUNTY BOARD OF EDUCATION

   Utility Tax    1,372     03/17/04

LOGAN COUNTY SCHOOL DISTRICT

   Utility Tax    32     03/17/04

MADISON COUNTY SCHOOL DISTRICT

   Gross Receipts Tax    48     03/09/04

MADISON COUNTY SCHOOL DISTRICT

   Utility Tax    18,609     03/17/04

MAINE REVENUE SERVICES

   Sales Tax    277,640     03/15/04

MARION COUNTY SCHOOL

   Utility Tax    2,570     03/17/04

MASS DEPT OF REVENUE

   Sales Tax    2,014     03/19/04

MCLEAN COUNTY SCHOOL DISTRICT

   Utility Tax    841     03/17/04

MENIFEE COUNTY SCHOOL

   Utility Tax    245     03/17/04

MERCER COUNTY SCHOOL DISTRICT

   Utility Tax    1,732     03/17/04

MISSISSIPPI STATE TAX COMMISSIO

   Sales Tax    6,480     03/09/04

MISSISSIPPI STATE TAX COMMISSIO

   Sales Tax    40,717     03/10/04

MORGAN COUNTY SCHOOL

   Utility Tax    454     03/17/04

NECA VUSF

   Gross Receipts Tax    308     03/09/04

NELSON COUNTY BOARD OF EDUCATION

   Utility Tax    1,153     03/17/04

NEW JERSEY SALES TAX

   Sales Tax    659     03/09/04

NEW YORK STATE SALES TAX

   Sales Tax    61,354     03/25/04

NICHOLAS COUNTY SCHOOL

   Utility Tax    659     03/17/04

NORTH CAROLINA DEPT OF REVENUE

   Sales Tax    5,805     03/09/04

NORTH CAROLINA DEPT OF REVENUE

   Sales Tax    8,100     03/10/04

NORTH CAROLINA DEPT OF REVENUE

   Sales Tax    714     03/17/04

NYS SALES TAX PROCESSING

   Sales Tax    1,679     03/09/04

 

45


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule V   Page 5 of 6

 

Court Reporting schedules for Sales and Other Taxes Paid

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Tax Type


   Amount
Paid


   Date Paid

NYS SALES TAX PROCESSING

   Sales Tax    3,173    03/10/04

NYS SALES TAX PROCESSING

   Sales Tax    6,357    03/15/04

NYS SALES TAX PROCESSING

   Gross Receipts Tax    5,317    03/19/04

NYS SALES TAX PROCESSING

   Sales Tax    5,647    03/19/04

OHIO COUNTY SCHOOL DISTRICT

   Utility Tax    26    03/17/04

OKLAHOMA TAX COMMISSION

   Sales Tax    903    03/05/04

ORLEANS COUNTY TREASURER

   911 Surcharge    7    03/24/04

OWENSBORO BOARD OF EDUCATION

   Utility Tax    11,087    03/17/04

OWSLEY COUNTY BOARD OF EDUCATIO

   Utility Tax    350    03/17/04

PA DEPARTMENT OF REVENUE

   Gross Receipts Tax    57,000    03/15/04

PA DEPARTMENT OF REVENUE

   Gross Receipts Tax    165    03/22/04

PA DEPARTMENT OF REVENUE

   Sales Tax    214,453    03/22/04

PA DEPT. OF REVENUE

   Sales Tax    3,231    03/12/04

PA DEPT. OF REVENUE

   Sales Tax    12,367    03/17/04

PAGE COUNTY

   911 Surcharge    15    03/25/04

PARIS INDEPENDENT SCHOOLS

   Utility Tax    3,026    03/17/04

PERRY COUNTY SCHOOL

   Utility Tax    250    03/17/04

PETERSBURG CITY

   Utility Tax    20,825    03/15/04

PITTSYLVANIA COUNTY

   911 Surcharge    81    03/25/04

POWELL COUNTY SCHOOL

   Utility Tax    1,551    03/17/04

POWHATAN COUNTY TREASURER

   911 Surcharge    36    03/25/04

PUBLIC SERVICE COMMISSION

   Gross Receipts Tax    225    03/10/04

ROCKCASTLE COUNTY SCHOOL

   Utility Tax    895    03/17/04

RUSSELL INDEPENDENT

   Utility Tax    6,181    03/17/04

SCOTT COUNTY SCHOOL

   Utility Tax    7,331    03/17/04

SOUTH CAROLINA DEPARTMENT OF

   Sales Tax    67,479    03/22/04

SPOTSYLVANIA COUNTY

   911 Surcharge    48    03/25/04

STATE DEPT OF ASSESSMENTS

   Gross Receipts Tax    1,205    03/09/04

STATE OF NEW HAMPSHIRE

   Utility Tax    19,608    03/08/04

STATE OF NEW HAMPSHIRE

   Gross Receipts Tax    1,875    03/09/04

STATE OF NEW HAMPSHIRE

   Utility Tax    53,141    03/09/04

STATE TAX DEPARTMENT

   Sales Tax    120,798    03/05/04

TENNESSEE DEPT OF REVENUE

   Sales Tax    52,741    03/22/04

TOWN OF BLACKSBURG

   Utility Tax    15,715    03/16/04

TOWN OF MT CRESTED BUTTE

   Utility Tax    1,291    03/05/04

TOWN OF SOUTH BOSTON

   Utility Tax    4,861    03/15/04

TREASURER OF HANOVER COUNTY

   Utility Tax    99    03/12/04

TREASURER OF HANOVER COUNTY

   911 Surcharge    405    03/25/04

TREASURER OF STATE OF OHIO

   Sales Tax    80,177    03/23/04

TREASURER STATE OF OHIO

   Sales Tax    22,869    03/17/04

TREASURER STATE OF OHIO

   Gross Receipts Tax    1,388    03/23/04

TREASURER STATE OF OHIO

   Sales Tax    42,008    03/23/04

 

46


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule V   Page 6 of 6

 

Court Reporting schedules for Sales and Other Taxes Paid

for the Month Ended March 31, 2004

 

Taxing Jurisdiction


  

Tax Type


   Amount
Paid


   Date Paid

UNION COUNTY SCHOOL DISTRICT

   Utility Tax      2,896    03/17/04

UNIVERSAL LIFETIME TELEPHONE SE

   Gross Receipts Tax      336    03/08/04

UNIVERSAL SERVICE ADMINSTRATIVE

   Gross Receipts Tax      52,648    03/05/04

UNIVERSAL SERVICE ADMINSTRATIVE

   Gross Receipts Tax      18,344    03/30/04

VERMONT DEPT OF TAXES

   Sales Tax      132,979    03/19/04

VERMONT DEPT OF TAXES

   Sales Tax      200,210    03/22/04

VIRGINIA DEPARTMENT OF TAXATION

   Sales Tax      7,009    03/11/04

WARREN COUNTY TREASURER

   911 Surcharge      14    03/25/04

WASHINGTON COUNTY BOARD OF EDUCATION

   Utility Tax      844    03/17/04

WASHINGTON DEPT OF REVENUE

   Gross Receipts Tax      58    03/15/04

WASHINGTON DEPT OF REVENUE

   Sales Tax      334    03/15/04

WASHINGTON DEPT OF REVENUE

   Sales Tax      3,257    03/17/04

WEBSTER COUNTY BOARD OF

   Utility Tax      839    03/17/04

WEST VIRGINIA STATE TAX DEPART

   Sales Tax      161,799    03/19/04

WOLFE COUNTY SCHOOL

   Utility Tax      239    03/17/04

WOODFORD COUNTY BOARD OF ED

   Utility Tax      4,860    03/17/04

WYOMING COUNTY NY

   911 Surcharge      8    03/24/04
         

    

Total

        $ 6,615,054     
         

    

 

47


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VI   Page 1 of 6

 

Court Reporting schedules for Cash Disbursements

for the Month Ended March 31, 2004

 

LEGAL ENTITY


   Account
Number


   Case
Number


   Disbursements

ACC CABLE COMMUNICATIONS FL-VA, LLC

   081-02-41904    02-41904    2,886,109

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    89

ACC OPERATIONS, INC.

   081-02-41956    02-41956    325,161

ACC TELECOMMUNICATIONS HOLDINGS LLC

   081-02-41864    02-41864    —  

ACC TELECOMMUNICATIONS LLC

   081-02-41863    02-41863    3,407,045

ACC TELECOMMUNICATIONS OF VIRGINIA LLC

   081-02-41862    02-41862    779,453

ACC-AMN HOLDINGS, LLC

   081-02-41861    02-41861    —  

ADELPHIA ACQUISITION SUBSIDIARY, INC.

   081-02-41860    02-41860    —  

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    6,297,339

ADELPHIA CABLEVISION ASSOCIATES, LP

   081-02-41913    02-41913    475,883

ADELPHIA CABLEVISION CORP.

   081-02-41752    02-41752    964,265

ADELPHIA CABLEVISION OF BOCA RATON, LLC

   081-02-41751    02-41751    1,544,225

ADELPHIA CABLEVISION OF FONTANA, LLC

   081-02-41755    02-41755    —  

ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC

   081-02-41754    02-41754    7,086,930

ADELPHIA CABLEVISION OF NEW YORK, INC.

   081-02-41892    02-41892    3,580,350

ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC

   081-02-41947    02-41947    578,695

ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC

   081-02-41781    02-41781    545,564

ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC

   081-02-41946    02-41946    1,373,213

ADELPHIA CABLEVISION OF SAN BERNANDINO, LLC

   081-02-41753    02-41753    —  

ADELPHIA CABLEVISION OF SANTA ANA, LLC

   081-02-41831    02-41831    2,905,569

ADELPHIA CABLEVISION OF SEAL BEACH, LLC

   081-02-41757    02-41757    196,298

ADELPHIA CABLEVISION OF SIMI VALLEY, LLC

   081-02-41830    02-41830    943,814

ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC

   081-02-41943    02-41943    287,948

ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC

   081-02-41783    02-41783    530,090

ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC

   081-02-41766    02-41766    2,715,945

ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC

   081-02-41764    02-41764    71,837

ADELPHIA CABLEVISION, LLC

   081-02-41858    02-41858    71,807,433

ADELPHIA CALIFORNIA CABLEVISION, LLC

   081-02-41942    02-41942    3,470,269

ADELPHIA CENTRAL PENNSYLVANIA, LLC

   081-02-41950    02-41950    5,257,554

ADELPHIA CLEVELAND, LLC

   081-02-41793    02-41793    13,182,623

ADELPHIA COMMUNICATIONS CORPORATION

   081-02-41729    02-41729    167,575

ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.

   081-02-41857    02-41857    —  

ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC

   081-02-41748    02-41748    5,748,184

ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC

   081-02-41817    02-41817    1,935,590

ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC

   081-02-41749    02-41749    138,536

ADELPHIA COMPANY OF WESTERN CONNECTICUT

   081-02-41801    02-41801    3,460,259

ADELPHIA GENERAL HOLDINGS III, LLC

   081-02-41854    02-41854    —  

 

48


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VI   Page 2 of 6

 

Court Reporting schedules for Cash Disbursements

for the Month Ended March 31, 2004

 

LEGAL ENTITY


   Account
Number


   Case
Number


   Disbursements

ADELPHIA GP HOLDINGS, LLC

   081-02-41829    02-41829    —  

ADELPHIA GS CABLE, LLC

   081-02-41908    02-41908    2,674,271

ADELPHIA HARBOR CENTER HOLDINGS LLC

   081-02-41853    02-41853    —  

ADELPHIA HOLDINGS 2001, LLC

   081-02-41926    02-41926    —  

ADELPHIA INTERNATIONAL II, LLC

   081-02-41856    02-41856    —  

ADELPHIA INTERNATIONAL III, LLC

   081-02-41855    02-41855    —  

ADELPHIA MOBILE PHONES, INC.

   081-02-41852    02-41852    825

ADELPHIA OF THE MIDWEST, INC.

   081-02-41794    02-41794    50

ADELPHIA PINELLAS COUNTY, LLC

   081-02-41944    02-41944    —  

ADELPHIA PRESTIGE CABLEVISION, LLC

   081-02-41795    02-41795    6,177,076

ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.

   081-02-41939    02-41939    30,751

ADELPHIA TELECOMMUNICATIONS, INC.

   081-02-41851    02-41851    342,100

ADELPHIA WELLSVILLE, LLC

   081-02-41850    02-41850    283,146

ADELPHIA WESTERN NEW YORK HOLDINGS, LLC

   081-02-41849    02-41849    11,750

ARAHOVA COMMUNICATIONS, INC.

   081-02-41815    02-41815    42,292

ARAHOVA HOLDINGS, LLC

   081-02-41893    02-41893    —  

BADGER HOLDING CORP

   081-02-41792    02-41792    3,628

BETTER TV INC. OF BENNINGTON

   081-02-41914    02-41914    343,627

BLACKSBURG/SALEM CABLEVISION, INC.

   081-02-41759    02-41759    787,383

BRAZAS COMMUNICATIONS, INC.

   081-02-41804    02-41804    1,089

BUENAVISION TELECOMMUNICATIONS, INC.

   081-02-41938    02-41938    941,710

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    190,818

CENTURY ADVERTISING, INC.

   081-02-41731    02-41731    613

CENTURY ALABAMA CORP

   081-02-41889    02-41889    122,885

CENTURY ALABAMA HOLDING CORP

   081-02-41891    02-41891    —  

CENTURY AUSTRALIA COMMUNICATIONS CORP

   081-02-41738    02-41738    —  

CENTURY BERKSHIRE CABLE CORP

   081-02-41762    02-41762    604,724

CENTURY CABLE HOLDING CORP

   081-02-41814    02-41814    91,520

CENTURY CABLE HOLDINGS, LLC

   081-02-41812    02-41812    14,035,342

CENTURY CABLE MANAGEMENT CORPORATION

   081-02-41887    02-41887    288,359

CENTURY CABLE OF SOUTHERN CALIFORNIA

   081-02-41745    02-41745    —  

CENTURY CABLEVISION HOLDINGS, LLC

   081-02-41936    02-41936    2,250,068

CENTURY CAROLINA CORP

   081-02-41886    02-41886    969,254

CENTURY COLORADO SPRINGS CORP

   081-02-41736    02-41736    208,356

CENTURY COLORADO SPRINGS PARTNERSHIP

   081-02-41774    02-41774    5,054,577

CENTURY COMMUNICATIONS CORPORATION

   081-02-12834    02-12834    1,773,790

 

49


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VI   Page 3 of 6

 

Court Reporting schedules for Cash Disbursements

for the Month Ended March 31, 2004

 

LEGAL ENTITY


   Account
Number


   Case
Number


   Disbursements

CENTURY CULLMAN CORP

   081-02-41888    02-41888    328,055

CENTURY ENTERPRISE CABLE CORP

   081-02-41890    02-41890    329,422

CENTURY EXCHANGE, LLC

   081-02-41744    02-41744    —  

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    2,088,655

CENTURY INDIANA CORP

   081-02-41768    02-41768    —  

CENTURY INVESTMENT HOLDING CORP

   081-02-41740    02-41740    —  

CENTURY INVESTORS, INC.

   081-02-41733    02-41733    —  

CENTURY ISLAND ASSOCIATES, INC.

   081-02-41771    02-41771    30,008

CENTURY ISLAND CABLE TELEVISION CORP

   081-02-41772    02-41772    —  

CENTURY KANSAS CABLE TELEVISION CORP

   081-02-41884    02-41884    159,371

CENTURY LYKENS CABLE CORP

   081-02-41883    02-41883    196,153

CENTURY MENDOCINO CABLE TELEVISION, INC.

   081-02-41780    02-41780    472,773

CENTURY MISSISSIPPI CORP

   081-02-41882    02-41882    466,796

CENTURY MOUNTAIN CORP

   081-02-41797    02-41797    140,759

CENTURY NEW MEXICO CABLE TELEVISION CORP.

   081-02-41784    02-41784    —  

CENTURY NORWICH CORP

   081-02-41881    02-41881    1,242,287

CENTURY OHIO CABLE TELEVISION CORP

   081-02-41811    02-41811    670,849

CENTURY OREGON CABLE CORP

   081-02-41739    02-41739    10

CENTURY PACIFIC CABLE TV INC

   081-02-41746    02-41746    —  

CENTURY PROGRAMMING, INC.

   081-02-41732    02-41732    —  

CENTURY REALTY CORP.

   081-02-41813    02-41813    —  

CENTURY SHASTA CABLE TELEVISION CORP

   081-02-41880    02-41880    —  

CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP

   081-02-41770    02-41770    —  

CENTURY TRINIDAD CABLE TELEVISION CORP.

   081-02-41790    02-41790    97,945

CENTURY VIRGINIA CORP

   081-02-41796    02-41796    454,950

CENTURY VOICE AND DATA COMMUNICATIONS, INC.

   081-02-41737    02-41737    —  

CENTURY WARRICK CABLE CORP.

   081-02-41763    02-41763    —  

CENTURY WASHINGTON CABLE TELEVISION, INC.

   081-02-41878    02-41878    —  

CENTURY WYOMING CABLE TELEVISION CORP.

   081-02-41789    02-41789    139,076

CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP

   081-02-41743    02-41743    481,665

CENTURY-TCI CALIFORNIA, LP

   081-02-41741    02-41741    51,371,730

CENTURY-TCI HOLDINGS, LLC

   081-02-41742    02-41742    1,024

CHELSEA COMMUNICATIONS, INC.

   081-02-41923    02-41923    —  

CHELSEA COMMUNICATIONS, LLC

   081-02-41924    02-41924    8,918,201

CHESTNUT STREET SERVICES, LLC

   081-02-41842    02-41842    —  

CLEAR CABLEVISION, INC.

   081-02-41756    02-41756    466

CMA CABLEVISION ASSOCIATES VII, LP

   081-02-41808    02-41808    342,911

CMA CABLEVISION ASSOCIATES XI, LP

   081-02-41807    02-41807    81,658

CORAL SECURITY, INC

   081-02-41895    02-41895    —  

 

50


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VI   Page 4 of 6

 

Court Reporting schedules for Cash Disbursements

for the Month Ended March 31, 2004

 

LEGAL ENTITY


   Account
Number


   Case
Number


   Disbursements

COWLITZ CABLEVISION, INC.

   081-02-41877    02-41877    723,659

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    —  

EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC

   081-02-41799    02-41799    —  

EASTERN VIRGINIA CABLEVISION, LP

   081-02-41800    02-41800    460,852

EMPIRE SPORTS NETWORK, LP

   081-02-41844    02-41844    385,452

FAE CABLE MANAGEMENT CORP

   081-02-41734    02-41734    —  

FOP INDIANA, LP

   081-02-41816    02-41816    205,597

FRONTIERVISION ACCESS PARTNERS, LLC

   081-02-41819    02-41819    2,197,220

FRONTIERVISION CABLE NEW ENGLAND, INC.

   081-02-41822    02-41822    1,017,379

FRONTIERVISION CAPITAL CORPORATION

   081-02-41820    02-41820    —  

FRONTIERVISION HOLDINGS CAPITAL CORPORATION

   081-02-41824    02-41824    —  

FRONTIERVISION HOLDINGS CAPITAL II CORPORATION

   081-02-41823    02-41823    —  

FRONTIERVISION HOLDINGS, LLC

   081-02-41827    02-41827    —  

FRONTIERVISION HOLDINGS, LP

   081-02-41826    02-41826    —  

FRONTIERVISION OPERATING PARTNERS, LLC

   081-02-41825    02-41825    84

FRONTIERVISION OPERATING PARTNERS, LP

   081-02-41821    02-41821    30,591,582

FRONTIERVISION PARTNERS, LP

   081-02-41828    02-41828    84

FT MYERS CABLEVISION, LLC

   081-02-41948    02-41948    7

FT. MYERS ACQUISITION LIMITED PARTNERSHIP

   081-02-41949    02-41949    800

GENESIS CABLE COMMUNICATIONS SUBSIDIARY, LLC

   081-02-41903    02-41903    —  

GLOBAL ACQUISITION PARTNERS, LP

   081-02-41933    02-41933    1,270,973

GLOBAL CABLEVISION II, LLC

   081-02-41934    02-41934    —  

GRAFTON CABLE COMPANY

   081-02-41788    02-41788    —  

GS CABLE, LLC

   081-02-41907    02-41907    3,171,762

GS TELECOMMUNICATIONS LLC

   081-02-41906    02-41906    —  

HARRON CABLEVISION OF NEW HAMPSHIRE, INC.

   081-02-41750    02-41750    2,737,884

HUNTINGTON CATV, INC.

   081-02-41765    02-41765    174

IMPERIAL VALLEY CABLEVISION, INC.

   081-02-41876    02-41876    796,764

KALAMAZOO COUNTY CABLEVISION, INC.

   081-02-41922    02-41922    —  

KEY BISCAYNE CABLEVISION

   081-02-41898    02-41898    113,648

KOOTENAI CABLE, INC.

   081-02-41875    02-41875    847,535

LAKE CHAMPLAIN CABLE TELEVISION CORPORATION

   081-02-41911    02-41911    250,466

LEADERSHIP ACQUISITION LIMITED PARTNERSHIP

   081-02-41931    02-41931    —  

LOUISA CABLEVISION, INC.

   081-02-41760    02-41760    18,443

MANCHESTER CABLEVISION, INC.

   081-02-41758    02-41758    825

MARTHA’S VINEYARD CABLEVISION, LP

   081-02-41805    02-41805    270,842

MERCURY COMMUNICATIONS, INC.

   081-02-41840    02-41840    57,210

MICKELSON MEDIA OF FLORIDA, INC.

   081-02-41874    02-41874    324,768

MICKELSON MEDIA, INC.

   081-02-41782    02-41782    131,768

 

51


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VI   Page 5 of 6

 

Court Reporting schedules for Cash Disbursements

for the Month Ended March 31, 2004

 

LEGAL ENTITY


   Account
Number


   Case
Number


   Disbursements

MONTGOMERY CABLEVISION, INC.

   081-02-41848    02-41848    50

MONUMENT COLORADO CABLEVISION, INC.

   081-02-41932    02-41932    163,665

MOUNTAIN CABLE COMMUNICATIONS CORPORATION

   081-02-41916    02-41916    —  

MOUNTAIN CABLE COMPANY, LP

   081-02-41909    02-41909    5,069,653

MT. LEBANON CABLEVISION, INC

   081-02-41920    02-41920    —  

MULTI-CHANNEL TV CABLE COMPANY

   081-02-41921    02-41921    591,107

NATIONAL CABLE ACQUISITION ASSOCIATES, LP

   081-02-41952    02-41952    2,899,477

OLYMPUS CABLE HOLDINGS, LLC

   081-02-41925    02-41925    5,375,902

OLYMPUS CAPITAL CORPORATION

   081-02-41930    02-41930    —  

OLYMPUS COMMUNICATIONS HOLDINGS, LLC

   081-02-41953    02-41953    —  

OLYMPUS COMMUNICATIONS, LP

   081-02-41954    02-41954    165

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    —  

OWENSBORO-BRUNSWICK, INC.

   081-02-41730    02-41730    3,465,975

PAGE TIME, INC.

   081-02-41839    02-41839    2,580

PARAGON CABLE TELEVISION, INC.

   081-02-41778    02-41778    75

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    224,657

PARNASSOS HOLDINGS, LLC

   081-02-41845    02-41845    —  

PARNASSOS, LP

   081-02-41843    02-41843    20,831,399

PERICLES COMMUNICATIONS CORPORATION

   081-02-41919    02-41919    —  

PULLMAN TV CABLE CO., INC.

   081-02-41873    02-41873    396,779

RENTAVISION OF BRUNSWICK, INC.

   081-02-41872    02-41872    238,625

RICHMOND CABLE TELEVISION CORPORATION

   081-02-41912    02-41912    82,729

RIGPAL COMMUNICATIONS, INC.

   081-02-41917    02-41917    —  

ROBINSON/PLUM CABLEVISION, LP

   081-02-41927    02-41927    443,070

S/T CABLE CORPORATION

   081-02-41791    02-41791    —  

SABRES, INC.

   081-02-41838    02-41838    —  

SCRANTON CABLEVISION, INC.

   081-02-41761    02-41761    1,693,204

SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.

   081-02-41767    02-41767    174

SOUTHEAST FLORIDA CABLE, INC.

   081-02-41900    02-41900    19,198,009

SOUTHWEST COLORADO CABLE INC.

   081-02-41769    02-41769    149,646

SOUTHWEST VIRGINIA CABLE, INC.

   081-02-41833    02-41833    877,544

STAR CABLE INC.

   081-02-41787    02-41787    —  

STARPOINT, LIMITED PARTNERSHIP

   081-02-41897    02-41897    2,309,957

SVHH CABLE ACQUISITION, LP

   081-02-41836    02-41836    954,342

SVHH HOLDINGS, LLC

   081-02-41837    02-41837    —  

TELE-MEDIA COMPANY OF HOPEWELL-PRINCE GEORGE

   081-02-41798    02-41798    523,231

TELE-MEDIA COMPANY OF TRI-STATES, LP

   081-02-41809    02-41809    —  

 

52


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VI   Page 6 of 6

 

Court Reporting schedules for Cash Disbursements

for the Month Ended March 31, 2004

 

LEGAL ENTITY


   Account
Number


   Case
Number


   Disbursements

TELE-MEDIA INVESTMENT PARTNERSHIP, LP

   081-02-41951    02-41951      2,415,369

TELESAT ACQUISITION LIMITED PARTNERSHIP

   081-02-41929    02-41929      —  

TELESAT ACQUISITION, LLC

   081-02-41871    02-41871      2,164,104

THE GOLF CLUB AT WENDING CREEK FARMS, LLC

   081-02-41841    02-41841      —  

THE MAIN INTERNETWORKS, INC.

   081-02-41818    02-41818      12

THE WESTOVER TV CABLE CO., INC.

   081-02-41786    02-41786      —  

THREE RIVERS CABLE ASSOCIATES, LP

   081-02-41910    02-41910      818,672

TIMOTHEOS COMMUNICATIONS, LP

   081-02-41901    02-41901      —  

TMC HOLDINGS CORPORATION

   081-02-41803    02-41803      —  

TMC HOLDINGS, LLC

   081-02-41802    02-41802      —  

TRI-STATES, LLC

   081-02-41810    02-41810      —  

UCA LLC

   081-02-41834    02-41834      10,245,052

UPPER ST. CLAIR CABLEVISION INC

   081-02-41918    02-41918      —  

US TELE-MEDIA INVESTMENT COMPANY

   081-02-41835    02-41835      —  

VALLEY VIDEO, INC.

   081-02-41870    02-41870      138,505

VAN BUREN COUNTY CABLEVISION, INC.

   081-02-41832    02-41832      304,841

WARRICK CABLEVISION, INC

   081-02-41866    02-41866      —  

WARRICK INDIANA, LP

   081-02-41865    02-41865      187,766

WELLSVILLE CABLEVISION, LLC

   081-02-41806    02-41806      363,557

WEST BOCA ACQUISITION LIMITED PARTNERSHIP

   081-02-41899    02-41899      1,324,848

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      140,609

YOUNG’S CABLE TV CORP

   081-02-41915    02-41915      258,391

YUMA CABLEVISION, INC.

   081-02-41868    02-41868      903,759
              

Total

             $ 378,241,891
              

 

53


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VII   Page 1 of 2

 

Court Reporting schedules for Insurance Coverage

 

Coverage **


  

Company


  

Policy No.


  

Term


Commercial Property

   Royal Indemnity Company    R2HD329266    05/16/03 - 05/16/04

Commercial General Liability

   AIG (American Home Assurance Co)    4806103, 4806117, 4806148    12/15/03 – 12/15/04

Commercial Automobile Liability

   AIG (American Home Assurance Co)    MA – 5188717 VA - 5188718    12/15/03 – 12/15/04
          TX - 5188719     
          All other states - 5188716     

Worker’s Compensation

   AIG (New Hampshire Ins. Co., AI South Insurance Co., and National Union Fire Insurance Co. of VT)    All states except monopolistic & CA; policy numbers 2981752, 2981753, 2981754 and 2981755    12/15/03 – 12/15/04

California

   State Compensation Insurance Fund    1703671-03    05/16/03-05/16/04

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    10/1/99 - Ongoing*

International Package Policy (Liability & Foreign Voluntary Comp)

   ACE USA (ACE American Insurance Co.)    PHF073190    10/15/03 – 10/15/04

 

54


ADELPHIA COMMUNICATIONS CORPORATION, et al.

(DEBTORS-IN-POSSESSION)

BANKRUPTCY COURT REPORTING SCHEDULES

 

    Schedule VII   Page 2 of 2

 

Court Reporting schedules for Insurance Coverage

 

Coverage **


  

Company


  

Policy No.


  

Term


Aircraft Policy

   AIG (National Union Fire Insurance Co.)    GM3380176-01    11/01/03 – 11/01/04

Umbrella Liability

   Zurich (American Guarantee & Liability Insurance Co.)    AUC937411600    05/16/03 - 05/16/04

Excess Umbrella Liability

   XL Insurance America    US00006683L103A    05/16/03 - 05/16/04

Executive Protection

(Special Crime)

   Liberty Insurance Underwriters    180933013    12/19/03 – 12/19/04

New York Disability

   Cigna    NYD 074487    07/01/03 – 07/01/04

Pollution Liability

   Quanta Reinsurance U.S. Ltd.    On-site coverage (2000110)    01/01/04 - 01/01/05
          Off-site coverage(2000111)     

Fiduciary Liability Insurance

   Houston Casualty Co.    14MG03A2983    12/08/03 – 12/08/04

Directors & Officers Liability

   AIG (National Union Insurance Co.)    7290984    12/31/03 – 12/31/04

Directors & Officers Liability Tail

   Associated Electric & Gas Insurance Services Limited (AEGIS)    D0999A1A00   

12/31/03 - 12/31/05

(Extension of Limit of Liability of 12/31/00-03 term)

Excess Directors & Officers Liability

  

U.S. Specialty Insurance Co.

Hartford (Twin City Fire Ins. Co.)

  

14MGU03A3639

00DA02209103

   12/31/03 – 12/31/04
     Hudson Insurance Co.    HN03031687     
     Axis Reinsurance Co.    RBN502748     
     Old Republic Insurance Co.    CUG27319     

ERISA Bond

   Hanover Insurance Co.    BDR1680832    05-16/03 – 05/16/04

Media Professional Liability

   ACE (Illinois Union Insurance Company)    EON G21640104 002    01/22/04 - 01/22/05

 

* Ongoing means until the policy is cancelled by Adelphia or carrier

 

** The named insured is Adelphia Communications Corporation et al for all of the coverage except for Employee Dishonesty—ERISA whose named insured is Adelphia Communications Corporation Health Benefit Plan and Adelphia Communications Corporation Savings and Retirement Plan.

 

55