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 June 30, 2002 and December 31, 2001		3
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2002 and 2001		4
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 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		23
Item 3.		Qualitative and Quantitative Disclosures About Market Risk		42
PART II.    OTHER INFORMATION
Item 1.		Legal Proceedings		44
Item 2.		Changes in Securities and Use of Proceeds		44
Item 3.		Defaults Upon Senior Securities		45
Item 4.		Submission of Matters to a Vote of Security Holders		46
Item 5.		Other Information		46
Item 6.		Exhibits and Reports on Form 8-K		47
Signature				50

		June 30, 2002				December 31, 2001
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	16,775			$	58,831
Short-term investments			6,489				28,890
Accounts receivable, net			6,409				6,909
Current portion of restricted cash and short-term investments			47				47
Prepaids and other current assets			3,421				8,541
Total current assets			33,141				103,218
Property and equipment, net			399,712				325,226
Construction in progress			—				103,691
Restricted cash and short-term investments, less current portion			26,517				27,997
Debt issuance costs, net			9,109				11,333
Other assets			1,877				3,589
Total assets		$	470,356			$	575,054
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	11,247			$	17,499
Accrued construction costs			—				34,650
Accrued interest payable			1,595				2,167
Current portion of debt facilities and capital lease obligations			7,756				7,206
Current portion of senior secured credit facility			105,000				—
Other current liabilities			1,398				1,807
Total current liabilities			126,996				63,329
Debt facilities and capital lease obligations, less current portion			2,565				6,344
Senior secured credit facility, less current portion			—				105,000
Senior notes			138,930				187,882
Other liabilities			11,586				8,978
Total liabilities			280,077				371,533
Stockholders’ equity:
Common stock			98				80
Additional paid-in capital			563,850				544,343
Deferred stock-based compensation			(5,939	)			(11,022	)
Accumulated other comprehensive income			536				135
Accumulated deficit			(368,266	)			(330,015	)
Total stockholders’ equity			190,279				203,521
Total liabilities and stockholders’ equity		$	470,356			$	575,054

		Three months ended June 30,								Six months ended June 30,
		2002				2001				2002				2001
		(unaudited)
Revenues		$	18,040			$	16,157			$	38,198			$	28,770
Costs and operating expenses:
Cost of revenues (includes stock-based compensation of $76, $152, $167 and $393 for the three and six months ended June 30, 2002 and 2001, respectively)			26,956				26,318				52,382				49,996
Sales and marketing (includes stock-based compensation of $151, $765, $584 and $1,848 for the three and six months ended June 30, 2002 and 2001, respectively)			5,110				4,067				9,280				9,292
General and administrative (includes stock-based compensation of $1,340, $4,076, $3,397 and $10,901 for the three and six months ended June 30, 2002 and 2001, respectively)			7,835				15,716				14,576				34,392
Restructuring charge			9,950				—				9,950				—
Total costs and operating expenses			49,851				46,101				86,188				93,680
Loss from operations			(31,811	)			(29,944	)			(47,990	)			(64,910	)
Interest income			289				3,212				782				7,159
Interest expense			(8,561	)			(11,125	)			(18,231	)			(21,643	)
Gain on debt extinguishment			15,526				—				27,188				—
Net loss		$	(24,557	)		$	(37,857	)		$	(38,251	)		$	(79,394	)
Net loss per share:
Basic and diluted		$	(0.25	)		$	(0.48	)		$	(0.42	)		$	(1.03	)
Weighted average shares			98,940				78,070				91,957				77,237

		Six months ended June 30,
		2002				2001
		(unaudited)
Cash flows from operating activities:
Net loss		$	(38,251	)		$	(79,394	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			25,419				24,009
Amortization of deferred stock-based compensation			4,148				13,142
Amortization of debt-related issuance costs and discounts			2,978				3,664
Allowance for doubtful accounts			2,493				394
Loss on disposal of property and equipment			11				—
Restructuring charge			9,950				—
Gain on debt extinguishment			(27,188	)			—
Changes in operating assets and liabilities:
Accounts receivable			(1,993	)			(1,774	)
Prepaids and other current assets			4,055				1,460
Other assets			1,590				(2,870	)
Accounts payable and accrued expenses			(2,288	)			2,519
Accrued restructuring charge			(8,376	)			—
Accrued interest payable			213				—
Other current liabilities			(409	)			663
Other liabilities			1,799				354
Net cash used in operating activities			(25,849	)			(37,833	)
Cash flows from investing activities:
Purchase of short-term investments			(14,666	)			(133,815	)
Sales and maturities of short-term investments			37,047				59,670
Purchases of property and equipment			(4,024	)