Delaware		77-0487526
(State of incorporation)		(I.R.S. Employer Identification No.)

				Page No.
Part I.    Financial Information
Item 1.		Condensed Consolidated Balance Sheets as of September 30, 2002 and December 31, 2001		3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2002 and 2001		4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001		5
		Notes to Condensed Consolidated Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
Item 3.		Qualitative and Quantitative Disclosures About Market Risk		50
Item 4.		Controls and Procedures		51
Part II.    Other Information
Item 1.		Legal Proceedings		51
Item 2.		Changes in Securities and Use of Proceeds		52
Item 3.		Defaults Upon Senior Securities		52
Item 4.		Submission of Matters to a Vote of Security Holders		52
Item 5.		Other Information		52
Item 6.		Exhibits and Reports on Form 8-K		53
Signature				57

		September 30, 2002				December 31, 2001
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	9,310			$	58,831
Short-term investments			2,312				28,890
Accounts receivable, net			6,721				6,909
Current portion of restricted cash and short-term investments			47				47
Prepaids and other current assets			10,881				8,541
Total current assets			29,271				103,218
Property and equipment, net			386,699				325,226
Construction in progress			—				103,691
Restricted cash and short-term investments, less current portion			1,517				27,997
Debt issuance costs, net			8,695				11,333
Other assets			2,136				3,589
Total assets		$	428,318			$	575,054
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	9,862			$	17,499
Accrued construction costs			—				34,650
Accrued interest payable			6,381				2,167
Current portion of debt facilities and capital lease obligations			5,562				7,206
Current portion of senior secured credit facility			100,000				—
Other current liabilities			3,397				1,807
Total current liabilities			125,202				63,329
Debt facilities and capital lease obligations, less current portion			3,192				6,344
Senior secured credit facility, less current portion			—				105,000
Senior notes			139,303				187,882
Other liabilities			12,755				8,978
Total liabilities			280,452				371,533
Stockholders’ equity:
Common stock			99				80
Additional paid-in capital			563,819				544,343
Deferred stock-based compensation			(4,244	)			(11,022	)
Accumulated other comprehensive income			546				135
Accumulated deficit			(412,354	)			(330,015	)
Total stockholders’ equity			147,866				203,521
Total liabilities and stockholders’ equity		$	428,318			$	575,054

		Three months ended September 30,								Nine months ended September 30,
		2002				2001				2002				2001
		(unaudited)
Revenues		$	20,187			$	17,178			$	58,385			$	45,948
Costs and operating expenses:
Cost of revenues (includes stock-based compensation of $49, $19, $216 and $412 for the three and nine months ended September 30, 2002 and 2001, respectively)			26,217				24,597				78,599				74,593
Sales and marketing (includes stock-based compensation of $218, $496, $802 and $2,344 for the three and nine months ended September 30, 2002 and 2001, respectively)			2,888				3,982				12,168				13,274
General and administrative (includes stock-based compensation of $1,225, $2,384, $4,622 and $13,285 for the three and nine months ended September 30, 2002 and 2001, respectively)			8,159				12,621				22,735				47,013
Restructuring charges			19,010				48,565				28,960				48,565
Total costs and operating expenses			56,274				89,765				142,462				183,445
Loss from operations			(36,087	)			(72,587	)			(84,077	)			(137,497	)
Interest income			179				2,318				961				9,477
Interest expense			(8,180	)			(11,305	)			(26,411	)			(32,948	)
Gain on debt extinguishment			—				—				27,188				—
Net loss		$	(44,088	)		$	(81,574	)		$	(82,339	)		$	(160,968	)
Net loss per share:
Basic and diluted		$	(0.44	)		$	(1.03	)		$	(0.88	)		$	(2.07	)
Weighted average shares			100,509				79,058				93,687				77,843

		Nine months ended September 30,
		2002				2001
		(unaudited)
Cash flows from operating activities:
Net loss		$	(82,339	)		$	(160,968	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			39,499				36,444
Amortization of deferred stock-based compensation			5,640				16,041
Amortization of debt-related issuance costs and discounts			4,425				5,884
Allowance for doubtful accounts			2,338				192
Loss on disposal of property and equipment			11				—
Restructuring charges			28,960				48,565
Gain on debt extinguishment			(27,188	)			—
Changes in operating assets and liabilities:
Accounts receivable			(2,150	)			(3,517	)
Prepaids and other current assets			2,585				102
Other assets			1,332				(2,685	)
Accounts payable and accrued expenses			(3,180	)			(807	)
Accrued restructuring charge			(8,869	)			(574	)
Accrued interest payable			4,999				8,243
Other current liabilities			1,590				533
Other liabilities			2,606				490
Net cash used in operating activities			(29,741	)			(52,057	)
Cash flows from investing activities:
Purchase of short-term investments			(14,662	)			(150,621	)
Sales and maturities of short-term investments			41,224				102,165
Purchases of property and equipment			(5,091	)			(77,160	)
Accrued construction costs			(28,708	)			(61,843	)
Purchase of restricted cash and short-term investments			(5,090	)			(25,325	)
Sale of restricted cash and short-term investments			5,820				20,972
Net cash used in investing activities			(6,507	)			(191,812	)
Cash flows from financing activities:
Proceeds from exercise of stock options and employee st