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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware
(State or other jurisdiction of incorporation or organization)

84-1342022
(IRS Employer Identification Number)

161 Inverness Drive West
Englewood, Colorado 80112
(Address of principal executive offices)

December 31,
2002

March 31,
2003

(in thousands)

Assets

Current assets:

Cash and cash equivalents

$

50,729

$

38,134

Restricted cash, current

16,645

17,516

Trade receivables, net of allowance of $9 million and $7 million at
December 31, 2002 and March 31, 2003, respectively

26,667

32,576

Other receivables, net of allowance of $4 million

1,946

128

Prepaid expenses and deposits

5,656

6,551

Total current assets

101,643

94,905

Property and equipment, net (note 4)

231,238

235,309

Restricted cash, non-current

34,393

33,412

Deposits

7,076

7,100

Deferred financing costs, net of accumulated amortization of $0.3 million
and $0.5 million at December 31, 2002 and March 31, 2003, respectively

3,096

2,826

Other assets

12

12

Total Assets

$

377,458

$

373,564

(continued)

December 31,
2002

March 31,
2003

(in thousands)

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

8,921

$

9,607

Accrued liabilities

38,905

43,615

Restructuring accruals (note 5)

16,734

7,497

Secured Notes and other long-term debt, current portion

12,973

14,787

Capital lease obligations, current portion

5,642

5,782

Deferred revenue, current portion

12,977

12,574

Total current liabilities

96,152

93,862

Long-term liabilities:

Secured Notes

55,359

53,412

Capital lease obligations

90,943

88,249

Senior Subordinated Term Loan, net of $5 million of debt discount

20,056

20,401

Other debt

16,660

15,848

Deferred revenue

16,525

15,108

Other long-term liabilities (note 7)

650

3,275

Total liabilities

296,345

290,156

Stockholders' equity:

Reorganized Company preferred stock, $0.001 par value, 10,000,000
shares authorized; 0 shares issued and outstanding

-

-

Reorganized Company common stock, $0.01 par value, 100,000,000
shares authorized; 8,000,000 shares issued and outstanding

80

80

Additional paid-in capital

82,509

82,509

Retained earnings (accumulated deficit)

(1,476

)

819

Total stockholders' equity

81,113

83,408

Commitments and contingencies (note 5)

Total liabilities and stockholders' equity

$

377,458

$

373,564

Predecessor Company

Reorganized Company

Three months ended March 31,

2002

2003

(in thousands,
except per share data)

Revenue

$

112,171

$

100,227

Operating costs and expenses:

Operating costs

67,378

61,738

Selling, general and administrative expenses

27,602

20,307

Depreciation and amortization

19,626

9,871

Other expense (income), net

(6

)

13

Total operating costs and expenses

114,600

91,929

Operating income (loss)

(2,429

)

8,298

Other income (expense):

Interest expense (note 3)

(5,704

)

(6,255

)

Interest income (note 3)

-

231

Reorganization expense, net (note 3)

(23,291

)

-

Other income, net

140

21

Total other expense, net

(28,855

)

(6,003

)

Net income (loss)

$

(31,284

)

$

2,295

Net income (loss) per share:

Basic

$

(0.58

)

$

0.29

Diluted

$

(0.58

)

$

0.27

Weighted average number of shares outstanding:

Basic

53,707

8,000

Diluted

53,707

8,474

Common Stock

Additional
Paid-in
Capital

Retained Earnings

Total
Stockholders'
Equity

Shares

Amount

(Accumulated
Deficit)

Balances at January 1, 2003

8,000

$

80

$

82,509

$

(1,476

)

$

81,113

Net income

-

-

-

2,295

2,295

Balances at March 31, 2003

8,000

$

80

$

82,509

$

819

$

83,408

See accompanying notes to consolidated financial statements.

Predecessor Company

Reorganized Company

Three months ended March 31,

2002

2003

(in thousands)

Cash flows from operating activities:

Net income (loss)

$

(31,284

)

$

2,295

Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities before reorganization items:

Reorganization expense, net

23,291

-

Depreciation and amortization

19,626

9,871

Provision for uncollectible accounts

2,425

-

Other

1,266

1,538

Changes in operating assets and liabilities:

Receivables

(16,546

)

(4,091

)

Prepaid expenses and deposits

(4,153

)

(849

)

Accounts payable and accrued liabilities

(13,354

)

5,082

Deferred revenue

(1,441

)

(1,821

)

Net cash provided (used) by operating activities before reorganization
items

(20,170

)

12,025

Reorganization items:

Reorganization expense, net

(23,291

)

-

Net gain on disposal of long-lived assets

(2,948

)

-

Change in liabilities subject to compromise

15,073

-

Change in post-petition restructuring accruals

-

(9,237

)

Net cash used by reorganization items

(11,166

)

(9,237

)

Net cash provided (used) by operating activities

(31,336

)

2,788

Cash flows from investing activities:

Acquisition of property and equipment

(7,609

)

(14,300

)

Change in prepaid expenses, accounts payable and accrued liabilities for acquisition of property and equipment

(2,232

)

350

Proceeds from disposition of property, equipment and other assets

1,363

82

Decrease in restricted cash

64

110

Decrease (increase) in long-term deposits

2,001

(24

)

Purchase of short-term investments

(10,684

)

-

Net cash used by investing activities

(17,097

)

(13,782

)

(continued)

Predecessor Company

Reorganized Company

Three months ended March 31,

2002

2003

(in thousands)

Cash flows from financing activities:

Principal payments on capital lease obligations

$

(700

)

$

(335

)

Principal payments on long-term debt

-

(1,266

)

Net cash used by financing activities

(700

)

(1,601

)

Net decrease in cash and cash equivalents

(49,133

)

(12,595

)

Cash and cash equivalents, beginning of period

146,587

50,729

Cash and cash equivalents end of period

$

97,454

$

38,134