796486--3/29/2006--ADELPHIA_COMMUNICATIONS

related topics

{financial, litigation, operation}

{debt, indebtedness, cash}

{tax, income, asset}

{capital, credit, financial}

{product, market, service}

{cost, contract, operation}

{competitive, industry, competition}

{cost, regulation, environmental}

{cost, operation, labor}

{investment, property, distribution}

{loss, insurance, financial}

{regulation, change, law}

{regulation, government, change}

{property, intellectual, protect}

{interest, director, officer}

{acquisition, growth, future}

Failure to complete the Sale Transaction could negatively impact our business. Uncertainty related to the Sale Transaction could have a material adverse effect on our business. The pursuit of the Sale Transaction, the Chapter 11 Cases and pending litigation consume a substantial portion of the time and attention of management and certain aspects of the Sale Transaction will impact how our business is conducted, which may have an adverse effect on our business and results of operations. We are experiencing increased levels of employee attrition and our employees are facing considerable distractions and uncertainty due to the impending Sale Transaction. If the Sale Transaction is not consummated and we instead seek to emerge from the Chapter 11 Cases as a stand-alone company, we may not be able to arrange for financing to permit us to fund our operations and to satisfy our obligations upon emergence from bankruptcy. Our income and franchise tax liabilities in connection with the Sale Transaction could be materially more than estimated. Risk Factors Relating to the Chapter 11 Cases If the Plan is not confirmed on a timely basis, the value to the Debtors from the Sale Transaction may be lost or materially reduced. Adverse publicity and the stigma of the Chapter 11 Cases generally may negatively impact our business, financial condition and results of operations. Allowance of claims may substantially dilute the recovery to holders of claims and equity interests under the Plan. Risk Factors Relating to Legal and Regulatory Matters If court approval of the Government Settlement Agreements is overturned or vacated, we may not be able to consummate the Sale Transaction, may not obtain title to the Rigas Co-Borrowing Entities and may face other material adverse consequences. Even if the Government Settlement Agreements are effective, we may not be able to obtain title to the Managed Cable Entities. We may not be able to make the payments required under the Non-Prosecution Agreement if the Plan is not effective by October 15, 2006. There is uncertainty regarding the amount of our tax attributes and our potential tax liabilities. The tax consequences of our settlements with the U.S. Attorney and the SEC, and our acquisition of the Rigas Co-Borrowing Entities (other than Coudersport and Bucktail) and subsequent sale of the assets of those entities, are uncertain. Adelphia and several of its subsidiaries failed to file periodic reports for prior periods during which they had reporting obligations, which may create civil and criminal liability under federal securities law and have a material adverse impact on the recovery contemplated by the Plan. Risk Factors Relating to Our Business The continued decline of our basic cable subscribers could have a material adverse effect on our business, financial condition and results of operations. Our business is subject to extensive governmental legislation and regulation, which could have a material adverse effect on our business by increasing our expenses or limiting our operational flexibility. We may not be able to pass increases in our programming costs on to our customers, which could have a material adverse effect on our financial condition and results of operations. Competition from programming distributors and other communications providers could adversely affect the future results of our operations. Our cable systems are operated under franchises that are subject to non-renewal or termination. We operate cable systems under franchises that are nonexclusive, which could lead to additional franchised competitors operating in areas where we hold franchises, reducing the potential profitability of those markets. LFAs have the ability to impose additional regulatory constraints on our business, which can further increase our expenses. We rely on the Third Extended DIP Facility to provide funding for our working capital needs, and the failure to maintain access to these funds or the failure to extend the Third Extended DIP Facility, if necessary, could have a material adverse effect on us. occur prior to August 7, 2006, we will need to seek an extension of the Third Extended DIP Facility. There can be no assurance that we will be successful in obtaining such an extension, if necessary, on terms that are acceptable to us, if at all, and the failure to do so would have a material adverse effect on our financial condition and results of operations. We are defendants in significant pending litigation, which could have a material adverse effect on us. If the Sale Transaction is not consummated and we continue doing business as a stand-alone entity, we would expect to resume our efforts to launch VoIP in an increasingly competitive and highly regulated market. Our failure to successfully launch VoIP as a stand-alone entity could have a material adverse effect on our business and results of operations. We may not be able to keep pace with technological developments or customers demand for advanced services, which would impair our ability to compete and adversely affect our performance and future prospects.

Full 10-K form ▸

796486--3/29/2006--ADELPHIA_COMMUNICATIONS_CORP