EX-99.2 4 dex992.htm CENTURY-ML CABLE VENTURE MONTHLY OPERATING REPORT Century-ML Cable Venture Monthly Operating Report
 
Exhibit 99.2
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
 
Case No. 02-14838
Chapter 11
 
CENTURY-ML CABLE VENTURE
 
(Name of Debtor)
 
Monthly Operating Report for
the period ended November 30, 2002 *
 
Debtor’s Address:
Urb. Industrial Tres Monjitas
1 Calle Manuel Camunas
San Juan, PR 00918-1485
 
Daniel J. Aaron, P.C.
 
(Debtor Attorney)
 
Monthly Operating Profit: $331
($ in thousands)
 
Report Preparer:
 
The undersigned, having reviewed the attached report and being familiar with the Debtor’s 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: December 20, 2002
 
/S/    CHRISTOPHER T. DUNSTAN

Christopher T. Dunstan
Executive Vice President, Treasurer
    and Chief Financial Officer
 
Indicate if this is an amended statement by checking here
 
AMENDED STATEMENT        
 
 
*All amounts herein are preliminary and subject to revision. The debtor reserves all rights to revise this report.
 


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
UNAUDITED BALANCE SHEET
(Dollars in thousands)
 
    
November 30,
2002

ASSETS:
      
Property, plant and equipment – net
  
$
6,290
Intangible assets – net
  
 
1,528
Cash and cash equivalents
  
 
9,765
Subscriber receivables – net
  
 
465
Prepaid expenses and other assets – net
  
 
55,150
Intercompany receivables
  
 
1,680
    

Total assets
  
$
74,878
    

LIABILITIES AND STOCKHOLDERS’ EQUITY:
      
Accounts payable
  
$
1,102
Subscriber advance payments and deposits
  
 
296
Accrued expenses and other liabilities
  
 
101
Deferred income taxes
  
 
45
    

    
 
1,544
    

Liabilities subject to compromise:
      
Accounts payable
  
 
859
Accrued expenses and other liabilities
  
 
1,341
Intercompany payables
  
 
11,481
    

Total liabilities subject to compromise
  
 
13,681
    

Total liabilities
  
 
15,225
    

Contingencies (Note 9)
      
Stockholders’ equity:
      
Additional paid-in capital
  
 
56,800
Retained earnings
  
 
2,853
    

Total stockholders’ equity
  
 
59,653
    

Total liabilities and stockholders’ equity
  
$
74,878
    

 
 
The accompanying notes are an integral part of these unaudited financial statements.

2


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
UNAUDITED STATEMENTS OF OPERATIONS
(Dollars in thousands)
 
    
For the Month Ended
    
For the Two Months Ended
 
    
November 30,
    
November 30,
 
    
2002

    
2002

 
Revenues
  
$
    872
 
  
$
    1,736
 
Cost and expenses:
                 
Direct operating and programming
  
 
287
 
  
 
612
 
Selling, general and administrative
  
 
91
 
  
 
233
 
Non-recurring professional fees
  
 
15
 
  
 
35
 
Depreciation
  
 
79
 
  
 
158
 
Management fees
  
 
59
 
  
 
124
 
    


  


Operating income before reorganization expenses due to bankruptcy
  
 
341
 
  
 
574
 
Reorganization expenses due to bankruptcy
  
 
10
 
  
 
70
 
    


  


Operating income
  
 
331
 
  
 
504
 
Interest income
  
 
10
 
  
 
30
 
    


  


Income before income taxes
  
 
341
 
  
 
534
 
Income tax expense
  
 
(87
)
  
 
(25
)
    


  


Net income
  
$
254
 
  
$
509
 
    


  


 
The accompanying notes are an integral part of these unaudited financial statements.

3


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
UNAUDITED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
 
    
For the Month Ended
    
For the Two Months Ended
 
    
November 30,
    
November 30,
 
    
2002

    
2002

 
Cash flows from operating activities:
                 
Net income
  
$
254
 
  
$
509
 
Adjustments to reconcile net income to net cash
                 
provided by operating activities:
                 
Depreciation
  
 
79
 
  
 
158
 
Reorganization expenses due to bankruptcy
  
 
10
 
  
 
70
 
Non-recurring professional fees
  
 
15
 
  
 
35
 
Change in assets and liabilities:
                 
Subscriber receivables – net
  
 
62
 
  
 
65
 
Prepaid expenses and other assets – net
  
 
19
 
  
 
10
 
Accounts payable
  
 
256
 
  
 
234
 
Subscriber advance payments and deposits
  
 
(87
)
  
 
(5
)
Accrued interest and other liabilities
  
 
50
 
  
 
69
 
    


  


Net cash provided by operating activities
  
 
658
 
  
 
1,145
 
    


  


Cash flows from investing activities:
                 
Expenditures for property, plant and equipment
  
 
(280
)
  
 
(312
)
Intercompany receivables and payables – net
  
 
197
 
  
 
544
 
    


  


Net cash (used for) provided by investing activities
  
 
(83
)
  
 
232
 
    


  


Increase in cash and cash equivalents
  
 
575
 
  
 
1,377
 
Cash and cash equivalents, beginning of period
  
 
9,190
 
  
 
8,388
 
    


  


Cash and cash equivalents, end of period
  
$
    9,765
 
  
$
    9,765
 
    


  


 
The accompanying notes are in integral part of these unaudited financial statements.

4


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
1.    Organization, Business and Proceedings under Chapter 11
 
Century-ML Cable Venture (“CMLCV” or the “Company”) owns, operates and manages cable television systems and other related telecommunications businesses located in Puerto Rico. CMLCV’s operations consist primarily of selling video programming, which is distributed to subscribers for a monthly fee through a network of fiber optic and coaxial cables.
 
Bankruptcy Proceedings
 
On September 30, 2002, CMLCV filed voluntary petitions to reorganize under Chapter 11 (“Chapter 11”) in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). CMLCV is operating its business as a debtor-in-possession.
 
CMLCV is a Joint Venture partnership between ML Media Partners, L.P. (“ML Media”) and Century Communications Corporation (“Century”) a wholly owned subsidiary of Adelphia Communications Corporation (“Adelphia”). Century-ML Cable Corporation, a wholly-owned subsidiary of CMLCV, did not file and has not been included in these unaudited financial statements.
 
Adelphia, certain of its majority-owned subsidiaries and subsidiaries that are 50% owned and controlled by Adelphia filed voluntary petitions to reorganize under Chapter 11 with the Bankruptcy Court on June 25, 2002 (including Century which filed on June 10, 2002). Additionally, the unaudited financial statements do not include any entities owned and/or controlled by the John J. Rigas family (the “Rigas family”).
 
Basis of Presentation
 
Until a plan of reorganization is confirmed by the Bankruptcy Court, the unaudited financial statements of the Company have been prepared using certain 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 Companyas of November 30, 2002, or the results of its operations or its cash flows for the month and the five months ended November 30, 2002 in conformity with accounting principles generally accepted in the United States of America (“GAAP”) because the unaudited consolidated financial statements exclude the financial position and results of operations of the Non-filing entities. Further, certain disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condenses or omitted. The accompanying unaudited 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.
 
SOP 90-7 requires (i) that pre-petition liabilities that are subject to compromise be segregated in the Company’s balance sheet as liabilities subject to compromise and (ii) that revenues, expenses, realized gains and losses, and provisions for losses resulting directly from the reorganization and restructuring of the Company be reported separately as reorganization expenses in the statement of operations. As a result of the reorganization proceedings under Chapter 11, 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 unaudited financial statements. The Company believes that cash flows from operations 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 generate sufficient cash flow from operations to meet its obligations as they become due. In the event a Chapter 11 plan of reorganization is confirmed by the Bankruptcy Court and becomes effective, continuation of the

5


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
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 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 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 financial statements have been derived from the books and records of the Company and Adelphia. However, certain financial information, derived from the Company and/or Adelphia, has not been subject to procedures that would typically be applied to financial information presented in accordance with GAAP, and upon the application of such procedures (such as tests for asset impairment), the Company believes that the financial information will be subject to changes, and these changes could be material. The Company’s intangible assets are comprised primarily 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 has discontinued amortizing its purchased franchises and goodwill as of January 1, 2002. SFAS No. 142 requires testing of impairment annually for goodwill and indefinite-lived intangible assets, or more frequently as warranted by events or changes in circumstances. At this time, the Company has not completed an impairment test of its purchased franchises and goodwill. Any such 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.
 
The Company is reviewing the books and records and other information on an on-going basis to determine whether the accompanying unaudited financial statements should be supplemented or otherwise amended. The Company reserves the right to file, at any time, such supplements or amendments to these accompanying unaudited financial statements. These accompanying unaudited financial statements should not be considered an admission of the Company’s income, expenditures or general financial condition, but rather, a current compilation of the Company’s books and records. The Company does not make, and/or specifically disclaim any representation or warranty as to the completeness or accuracy of the information set forth herein.
 
Certain footnote disclosures normally included in unaudited financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of the Company’s management, all disclosures considered necessary for an informative presentation have been included herein. As further discussed in Dismissal of Former Independent Public Accountants below, PricewaterhouseCoopers, LLP (“PwC”), the Company’s and Adelphia’s independent accountants, have not completed their audit of the Company or Adelphia as of and for the year ended December 31, 2001 or its re-audits as of and for the years ended December 31, 1999 and 2000.
 
The operating results for the period presented herein may not be indicative of the operating results for the full year or any future interim period.
 
All significant intercompany accounts have been presented gross for purposes of these unaudited financial statements and accordingly, have not been eliminated in consolidation. GAAP would require that these intercompany balances be eliminated in the consolidation. See Note 5 to these unaudited financial statements for further discussion.

6


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
Dismissal of Former Independent Public Accountants
 
As disclosed in Adelphia’s Current Report on Form 8-K filed on June 14, 2002, as amended, on June 9, 2002, Adelphia dismissed Deloitte & Touche LLP (“Deloitte”), the Company’s and Adelphia’s former independent public accountants. As a result of actions taken by the former management of Adelphia, the Company has not yet completed its financial statements as of and for the year ended December 31, 2001 or received its independent auditor’s report thereon. As of the date Deloitte was dismissed as the Company’s and Adelphia’s independent public accountants, Deloitte completed its audit and issued its independent auditors’ report with respect to the Company’s financial statements as of and for the year ended December 31, 2001. As disclosed in a press release attached to its Current Report on Form 8-K filed on June 21, 2002, Adelphia announced that it had been advised by Deloitte, that based on management’s decision to restate Adelphia’s financial statements, Deloitte has withdrawn certifications of financial statements of the Company and Adelphia that Deloitte had issued since March 2001. It is expected that Adelphia may also restate its financial statements for years ended December 31, 1999 and 2000 and possibly other periods. Current management took control of Adelphia in May 2002 and, on June 13, 2002, retained PwC as independent accountants. Adelphia’s Board of Directors and the Audit Committee of the Board of Directors approved the decision to change independent accountants. At this time, PwC has not completed the audits of Adelphia and/or the Company and, therefore, it is not known whether the completion of Adelphia’s and/or the Company’s audit or subsequent quarterly reviews by PwC will result in adjustments that may have a material impact on the Company’s financial statements and related information as presented herein.
 
2.    Liabilities Subject to Compromise
 
As discussed in Note 1 to the accompanying unaudited financial statements, the Company has been operating as a debtor-in-possession under Chapter 11 since September 30, 2002. The Company has been authorized by the U.S. Bankruptcy Court overseeing the proceeding to operate its business in the ordinary course.
 
As a result of the Chapter 11 filing, all actions to collect the payment of pre-petition indebtedness are subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of pre-Chapter 11 liabilities are stayed. Although pre-petition claims are generally stayed, as part of the first day orders and subsequent motions granted by the Bankruptcy Court, the Bankruptcy Court approved the Company’s motions to pay certain pre-petition obligations including, but not limited to employee wages 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 reject pre-petition executory contracts and unexpired leases with respect to the Company’s operations, with the approval of the Bankruptcy Court. Any damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise. The Company will notify all known claimants subject to the bar date of their need to file a proof of claim with the Bankruptcy Court. A bar date is the date by which claims against the Company must be filed if the claimants wish to establish a formal claim in the Chapter 11 case. No bar date has yet been set by the Bankruptcy Court. Differences between liability amounts estimated by the Company and claims filed by creditors will be investigated and the Bankruptcy Court will make a final determination of the allowable claim. Accordingly, the ultimate amount of the Company’s total liabilities is presently not determinable. The determination of how such liabilities will ultimately be settled and treated cannot be made until the Bankruptcy Court approves a Chapter 11 plan of reorganization as discussed in Note 1.
 
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. Accordingly, the values set forth in the accompanying unaudited financial statements are not likely to be indicative of the values presented to or used by the Bankruptcy Court.

7


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
As of November 30, 2002, the Company estimates that it has liabilities subject to compromise of $13,681. 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 other claims, the values of any collateral securing such claims, and/or other events.
 
3.    Non-Recurring Professional Fees and Reorganization Expenses
 
The Company is also incurring certain non-recurring professional fees that, although not directly related to the Chapter 11 filing, relate to Adelphia’s and the Company’s reorganization. These expenses have been provisionally allocated to the Company and include various accounting and other professional fees and consist of legal, special investigation, forensic and re-audit fees. The provisional allocation was consistently applied to all Adelphia entities, including joint ventures and was prorated based on each entity’s revenues. The management of Adelphia and their legal counsel are currently confirming the treatment of this allocation. Such non-recurring professional fees are not expected to recur in the foreseeable future.
 
Based on current management’s interpretation of SOP 90-7, only those fees directly related to the Chapter 11 filing should be expensed and included in reorganization expenses due to bankruptcy in the unaudited statements of operations. These expenses include legal, restructuring and financial consultants and fees for the Company.
 
4.    Accounts Payable and Accrued Expenses
 
To the best of 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 were fully paid as of November 30, 2002.
 
5.    Intercompany Receivables and Payables
 
The accompanying unaudited financial statements include intercompany receivables and payables related to all of the Company’s and Adelphia’s subsidiaries. The intercompany receivables and payables are presented at the gross amount with the total receivables balance included in assets and the total intercompany payables included in the liabilities in the unaudited balance sheet. The intercompany payables have been segregated between pre and post bankruptcy petition and none of the intercompany balances have been collateralized.
 
6.    Cash and Cash Equivalents
 
The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents.
 
7.    Subscriber Receivables
 
Subscriber receivables are comprised of monthly amounts due from the Company’s subscribers and are reported net of allowance for doubtful accounts of $66.
 
8.    Prepaid Expenses and Other Assets - Net
 
Included in prepaid expenses and other assets-net is the Company’s investment in its wholly-owned subsidiary, Century-ML Cable Corporation.

8


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
9.    Contingencies
 
On or about March 24, 2000, ML Media commenced an action by filing a Verified Complaint (the “Complaint”) in the Supreme Court of the State of New York, New York County, against Arahova Communications, Inc., Century and Adelphia. In the nine count Complaint, ML Media alleged that it entered into a joint venture agreement (the “Agreement”) with Century which, as subsequently modified, governed the ownership, operation and disposition of the Company. The Complaint alleged that Adelphia and its affiliates took over Century’s interest in the Company on or about October 1, 1999, and, according to the Complaint, breached their fiduciary obligations to the Company and violated certain provisions of the Agreement. The Complaint further alleged that ML Media gave Century notice that ML Media was exercising its rights under the Agreement to require that Century elect to (a) purchase ML Media’s interest in the Company at an appraised fair value, or (b) seek to sell the cable systems to one or more third parties. Century, according to the Complaint, elected to pursue the sale of the cable systems and indicated that it was evaluating whether Century or an affiliate thereof would make an offer for the cable systems. The Complaint alleged that Century or its affiliates’ potential participation in the sale process was improper. The Complaint asked for, among other things, the dissolution of the Company and the appointment of a receiver to effect a prompt sale of the Company. On or about April 24, 2000, the defendants denied the material allegations of the Complaint and Century asserted three counterclaims against ML Media by reason of ML Media’s alleged failure to cooperate in Century’s efforts to sell the cable systems. On or about May 15, 2000, ML Media denied the material allegations of Century’s counterclaims.
 
On December 13, 2001, the parties reached a settlement. In connection with the settlement, Adelphia, Century, the Company, ML Media and Highland Holdings, L.P. (“Highland”), a general partnership owned and controlled by members of the Rigas family, entered into an agreement (the “Recapitalization Agreement”) pursuant to which the Company agreed to redeem ML Media’s 50% interest in the Company (the “Redemption”) on or before September 30, 2002 for a purchase price of $275,000, or subject to certain events, to $279,800. Among other things, the Recapitalization Agreement provided that Highland would arrange debt financing for the Redemption, guarantee debt service on and after the closing, and acquire a 60% ownership interest in the recapitalized Company. If the Redemption did not occur, Adelphia agreed to purchase ML Media’s 50% interest in the Company under similar terms. Century’s 50% interest in the Company has been pledged to ML Media as collateral for Adelphia’s obligations under the Recapitalization Agreement. On or about December 13, 2001, $10,000 was placed on deposit as ernest funds for the transaction (the “Deposit”). Simultaneously with the execution of the settlement agreement, ML Media, Adelphia and certain of its subsidiaries entered into a Stipulation of Settlement, pursuant to which the litigation between them was stayed pending the Redemption.
 
On or about May 28, 2002, ML Media notified the Company, Adelphia, Century and Highland that, by virtue of a change in the control of Adelphia, the Redemption’s closing date under the Recapitalization Agreement had been accelerated from September 30, 2002, to June 7, 2002 in the case of the Company and June 10, 2002, in the case of Adelphia. Adelphia notified ML Media that no change of control transaction as contemplated by the Recapitalization Agreement had occurred. On June 10, 2002, Adelphia and Century sought a temporary restraining order and preliminary injunction prohibiting ML Media from exercising its purported rights or remedies under the Recapitalization Agreement. The court denied issuance of a temporary restraining order and set June 13, 2002 as the date for oral argument. Century filed a voluntary chapter 11 bankruptcy petition on June 10, 2002. On June 12, 2002, ML Media sought a temporary restraining order and preliminary injunction enjoining Adelphia from preventing ML Media’s assumption of management of the Company. The court denied issuance of a temporary restraining order and set June 13, 2002 as the date for oral argument. On June 13, 2002, Century removed the action to the United States Bankruptcy Court for the Southern District of New York.
 
On June 17, 2002, Century and Adelphia sought a temporary restraining order and preliminary injunction prohibiting ML Media from taking possession of the Deposit. The court denied Century and Adelphia’s application.

9


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
On or about July 3, 2002, ML Media filed and served a First Amended Complaint against Adelphia, Century, the Company and Highland. The complaint alleged that the closing date under the Recapitalization Agreement was either accelerated to either June 7, 2002, by reason of a change of control of Adelphia, or July 1, 2002 by reason of Adelphia’s defaults under certain of Adelphia’s indebtedness and that the defendants had failed to effect the Redemption. The complaint further alleged that Century had diverted from the Company at least $3,500 in excessive management fees. The complaint set forth seven purported causes of action, alleging, inter alia, that: (i) the Company breached the Recapitalization Agreement by reason of it’s failure to perform the Redemption; (ii) Adelphia breached the Recapitalization Agreement by reason of it’s failure to perform the Redemption, its failure to turn over management of the Company to ML Media, and its failure to indemnify ML Media; (iii) Century breached the Recapitalization Agreement by reason of its failure to turn over management of the Company to ML Media, and its failure to indemnify ML Media; (iv) Highland breached the Recapitalization Agreement by reason of its failure to indemnify ML Media, its failure to obtain financing for the Redemption, and its failure to reimburse ML Media for certain fees; (v) Adelphia and Century breached their fiduciary duty to ML Media; (vi) ML Media is entitled to specific performance of the Recapitalization Agreement such that it may manage the Company; and (vii) ML Media is entitled to an injunction prohibiting Adelphia and Century from failing to turn over management of the Company to ML Media.
 
On July 3, 2002, ML Media moved to sever its claims against the Company and Highland and remand them to state court. All of the defendants opposed the motion. A hearing was held on or about August 9, 2002 and in an opinion dated November 8, 2002, the court denied the motion.
 
On July 30, 2002, Highland moved to dismiss the complaint on the grounds that it constituted an attempt to enforce an executory contract against two debtors, Adelphia and Century, as well as an attempt to exercise control over estate property. On August 7, 2002, Adelphia and Century moved to dismiss the complaint by reason of its failure to allege the closing of a change of control transaction or, in the alternative, they sought summary judgment with respect to such claimed acceleration. On August 8, 2002, the Company joined in Adelphia and Century’s motion. ML Media opposed the motions. On August 8, 2002, ML Media moved for summary judgment on its claims against the Company and Highland. The defendants opposed the motion, inter alia, asserting that acceleration had not occurred and that the Recapitalization Agreement constituted a fraudulent conveyance, citing, inter alia, the conflicts of interest held by those executing the agreement, the absence of value received by the Company in exchange for its obligation to pay ML Media $275,000, and the transfer to Highland of a 60% interest in the Company. A hearing was held on September 24, 2002, and no decision has yet been rendered.
 
On September 30, 2002, Century filed the voluntary chapter 11 bankruptcy petition for the Company. On or about October 11, 2002, ML Media moved to dismiss the petition, inter alia, on the grounds that: (i) under applicable law and the Joint Venture Agreement, Century lacked the authority to file the petition without the consent of ML Media; and (ii) the court could not treat the petition as involuntarily filed because the Company was paying its debts as they came due and the $279,800 sought by ML Media from the Company was the subject of a bona fide dispute. Century and the Company opposed the motion. A hearing was held on November 15, 2002, and no decision has been rendered.
 
Subject to the outcome of the litigation noted above, the Company and Adelphia may be required to pay $279,800 to ML Media for their 50% ownership in the joint venture and other amounts that may result from the outcome of this litigation. No accrual for the outcome of the litigation has been recorded in the accompanying unaudited financial statements.

10


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
(Dollars in thousands)
 
10.    Bankruptcy Court Reporting Schedules
 
The Bankruptcy Court reporting schedules included in this report on pages 12 through 17 are for the period from November 1, 2002 through November 30, 2002 and have been prepared for the purpose of filing with the Bankruptcy Court and are not required by GAAP. The following schedules for sales and other taxes due, gross taxable sales and real estate and personal property taxes paid are not applicable since the province of Puerto Rico does not have these types of taxes. The accompanying Bankruptcy Court reporting schedules have been obtained from the books and records of the Company and Adelphia, as applicable, and are unaudited.

11


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
Summary
 
    
For the Month Ended
    
    
November 30, 2002

  
Reference

Gross wages paid
  
$
    41,556.91
  
Schedule I
Employee payroll taxes withheld
  
 
10,123.25
  
Schedule I
Employer payroll taxes due
  
 
3,816.64
  
Schedule I
Payroll taxes paid*
  
 
10,417.39
  
Schedule II*
Sales and other taxes due**
  
 
N/A
  
Schedule III
Gross taxable sales**
  
 
N/A
  
Schedule III
Real estate and personal property taxes paid**
  
 
N/A
  
Schedule IV
Other taxes paid
  
 
111,259.43
  
Schedule V
Cash disbursements
  
 
288,241.00
  
Schedule VI
Insurance coverage
  
$
N/A
  
Schedule VII
 
 
*
 
The amount reported above for payroll taxes paid is based upon the date paid and not due.
**
 
See Note 10 in the accompanying notes to unaudited financial statements for disclosure regarding these schedules.

12


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
 
Schedule I
 
Court Reporting schedules for Payroll and Payroll Taxes
for the Month Ended November 30, 2002
 
 
Week Ending Date

  
Gross
Wages Paid

    
Employee Payroll
Taxes Withheld

    
Employer Payroll
Taxes Due

October 27, 2002
  
$
8,295.29
    
$
2,016.08
    
$
762.56
November 3, 2002
  
 
8,267.78
    
 
2,032.33
    
 
760.95
November 10, 2002
  
 
8,930.49
    
 
2,158.05
    
 
821.56
November 17, 2002
  
 
8,400.18
    
 
2,053.40
    
 
765.87
November 24, 2002
  
 
7,663.17
    
 
1,863.39
    
 
705.70
    

    

    

Total
  
$
41,556.91
    
$
10,123.25
    
$
3,816.64
    

    

    

 

13


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
 
                    Schedule II
    
Page 1 of 1
 
Court Reporting schedules for Payroll Taxes Paid
for the Month Ended November 30, 2002
 
Payee

    
Payroll Taxes Paid *

  
Payment Date

Internal Revenue Service                            
    
$
1,269.18
  
November 1, 2002
Internal Revenue Service
    
 
1,264.97
  
November 11, 2002
Internal Revenue Service
    
 
1,366.37
  
November 20, 2002
Internal Revenue Service
    
 
1,285.23
  
November 25, 2002
Internal Revenue Service
    
 
1,172.46
  
November 30, 2002
Department of Treasury
    
 
4,059.18
  
November 30, 2002
           

    
Total
    
$
10,417.39
    
           

    
 
*    The amount reported above for payroll taxes paid is based upon the date paid and not due.

14


CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
 
                Schedule V
    
Page 1 of 1
 
Court Reporting schedules for Sales and Other Taxes Paid
for the Month Ended November 30, 2002
 
 
Taxing Jurisdiction

  
Tax Type

  
Amount Paid

  
Date Paid

Department of Treasury
  
Non-resident 29% tax W/H
  
$
    45,145.99
  
November 5, 2002
Department of Treasury
  
Individual Corp W/H
  
 
377.76
  
November 7, 2002
Department of Treasury
  
Excise Tax
  
 
524.70
  
November 7, 2002
Department of Treasury
  
Non-resident 29% tax W/H
  
 
65,210.98
  
November 13, 2002
         

    
Total
       
 
111,259.43
    
         

    
 

15


 
CENTURY - ML CABLE VENTURE
(DEBTOR-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
 
                Schedule VI
    
Page 1 of 1
 
Court Reporting schedules for Cash Disbursements
for the Month Ended November 30, 2002
 
 
LEGAL ENTITY

  
Case Number

  
Disbursements

Century-ML Cable Venture
  
02-14838
  
$
        288,241.00

16


 
CENTURY - ML CABLE VENTURE
(DEBTORS-IN-POSSESSION)
BANKRUPTCY COURT REPORTING SCHEDULES
 
                Schedule VII
    
Page 1 of 1
 
Court Reporting schedules for Insurance Coverage
 
Coverage

  
Company

  
Policy No.

  
Term

Property & Inland Marine: All Risk
Property Including Antennas,
Microwave Dishes, Earth Stations, and
Receiving Dishes
  
Royal Indemnity Company
  
RHD315165
  
05/16/00 - 05/16/03
Difference in Conditions
  
Essex Insurance Company
  
MSP6409
  
05/16/02 - 05/16/03
    
Underwriter @ Lloyds
  
LLX40289
  
05/16/02 - 05/16/03
    
Thru Western Re/Managers
         
Transmission Lines/Business Interruption
  
United Assurance Co
  
TD051600
  
05/16/00 - 05/16/03
Commercial General Liability
  
Royal & Sun Alliance
Insurance (PR), Inc.
  
CLP20126044
  
05/16/2002 - 07/24/2003
Commercial Automobile
  
Universal Insurance Company
  
09-CAP518-0135378
  
07/01/2003 - 06/30/2003
Worker’s Compensation
  
Corporacion del Fondo de
Seguro del Estado
  
8316000571
  
07/01/2002 - 06/30/2003
Fiduciary Dishonesty
  
American International
  
163-00685
  
01/26/2002 - 01/26/2003
Bond
  
Insurance Company
         
Umbrella Excess Liability
  
Liberty Mutual
  
TH1641004429-012
  
05/16/02 - 05/16/03
Excess Liability
  
Federal Insurance Co
  
79808108
  
05/16/02 - 05/16/03
International Package
  
Great Northern Insurance Co.
  
73223119
  
05/16/02 - 05/16/03
Pollution Liability
  
Federal Insurance
  
37251845
  
01/01/00 - 01/01/03

17