UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission file number 0-30218
TIME WARNER TELECOM INC.
(Exact name of Registrant as specified in its charter)
| Delaware |
84-1500624 | |
| (State or other jurisdiction of |
(I.R.S. Employer | |
| incorporation or organization) |
Identification No.) |
10475 Park Meadows Drive
Littleton, CO 80124
(Address of Principal Executive Offices)
(303) 566-1000
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) YES x NO ¨
As of June 30, 2002, the aggregate market value of the Registrants voting stock held by non-affiliates of the Registrant was approximately $82.8 million, based on the closing price of the Companys Class A common stock on the Nasdaq National Market reported for such date. Shares of Common Stock held by each executive officer and director have been excluded since those persons may under certain circumstances be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares outstanding of Time Warner Telecom Inc.s common stock as of February 28, 2003 was:
Time Warner Telecom Inc. Class A common stock48,990,768 shares
Time Warner Telecom Inc. Class B common stock65,936,658 shares
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding, among other items, our expected financial position, business, and financing plans. These forward-looking statements are based on our current expectations and are naturally subject to risks, uncertainties, and changes in circumstances, certain of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements.
The words believe, plan, target, expect, intends, and anticipate, and expressions of similar substance identify forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that those expectations will prove to be correct. Important factors that could cause actual results to differ materially from the expectations described in this report are set forth under Risk Factors in Item 1 and elsewhere in this report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
TELECOMMUNICATIONS DEFINITIONS
In order to assist the reader in understanding certain terms relating to the telecommunications business that are used in this report, a glossary is included following Part III.
PART I
Item 1. Business
Overview
Time Warner Telecom Inc. is a leading fiber facilities-based provider of metropolitan and regional optical broadband networks and services to business customers. We deliver broadband data, dedicated Internet access, and local and long distance voice services in 44 metropolitan markets in the United States as of December 31, 2002. Our customers are principally telecommunications-intensive businesses, long distance carriers, Internet service providers (ISPs), incumbent local exchange carriers (ILECs), competitive local exchange carriers (CLECs), wireless communications companies, and governmental entities. As of December 31, 2002, our networks covered 17,390 route miles, contained 823,977 fiber miles in 22 states, and offered service to 12,241 buildings served either entirely by our facilities (on-net) or through the use of facilities of another carrier to provide a portion of the link (off-net).
Our principal executive offices are located at 10475 Park Meadows Drive, Littleton, Colorado 80124, and the telephone number is (303) 566-1000. Our Internet address is http://www.twtelecom.com. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge (other than an investors own Internet access charges) through our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission. In addition, we intend to disclose on our website any amendments to or waivers from our code of ethics that are required to be publicly disclosed pursuant to rules of the Securities and Exchange Commission.
Time Warner Cable (now a unit of AOL Time Warner Inc.) began our business in 1993. Since 1997, our business has changed substantially into an exclusive focus on business customers, including carriers and governmental entities, and an expansion from dedicated services into switched services, Internet and data, and geographic areas beyond the Time Warner Cable footprint.
In July 1998, we were reorganized into a limited liability company, Time Warner Telecom LLC (TWT LLC), and conducted an offering of $400 million principal amount of 9¾% Senior Notes due July 2008.
In May 1999, in preparation for our initial public offering, TWT LLC was reconstituted as a Delaware corporation through the conversion of TWT LLCs limited liability company interests into common stock of the newly formed corporation, Time Warner Telecom Inc. This transaction is referred to as the Reconstitution. Also in May 1999, in conjunction with the Reconstitution, we completed an initial public offering (IPO) of 20,700,000 shares of Class A common stock at a price of $14 per share.
As a result of the Reconstitution, we have two classes of common stock outstanding, Class A common stock and Class B common stock. Holders of Class A common stock have one vote per share and holders of Class B common stock have ten votes per share. Each share of Class B common stock is convertible, at the option of the holder, into one share of Class A common stock. Currently, the Class B common stock is collectively owned directly or indirectly by AOL Time Warner Inc., Advance Telecom Holdings Corporation, and Newhouse Telecom Holdings Corporation (collectively, the Class B Stockholders).
Business Strategy
Our primary objective is to be the leading provider of high quality telecommunications services in each of our service areas, principally utilizing our fiber facilities to offer high value products voice, data, Internet Protocol (IP), and dedicated services as the carrier of choice for medium- and large-sized business enterprises, governmental agencies, and other carriers. The key elements of our business strategy include the following:
Leverage Existing Fiber Optic Networks. We have designed and built local and regional fiber networks to serve geographic locations where management believes there are large numbers of potential customers. Our
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network architecture reflects a convergence of circuit switched (primarily using Time Division Multiplexing or TDM technology), as used in the traditional public switched telephone network (PSTN), and packet switched (using IP technology) technologies with redundancy and diversity maintained throughout the network. The network architecture is designed to remain open and capable of supporting connections with other networks, as well as allowing for utilization of best of breed suppliers components to be integrated for enhanced diversity and availability. As of December 31, 2002, we operated networks that spanned 17,390 route miles and contained 823,977 fiber miles in 22 states. In addition, we operate a fully managed, fiber-based nationwide IP network to provide the capacity and high quality service increasingly demanded by our customers. Our IP backbone network capacity ranges from OC-3 to OC-48, depending on the specific route, and includes long haul circuits leased from other carriers. We believe that our extensive broadband network capacity allows us to:
| | emphasize our fiber facilities-based services rather than resale of network capacity of other providers, thus realizing higher gross margins than non-fiber facilities-based carriers; |
| | offer value added products that add data, IP, and managed services to standard network services, which enhance the voice and data networking ability for end user business customers; and |
| | provide better customer service because we can exert greater control over our services than our competitors that depend heavily on other service providers. |
During 2001, we expanded our footprint by launching service in five new markets and by acquiring substantially all of the assets of GST Telecommunications, Inc. (GST) out of bankruptcy. We plan to increase penetration in existing markets and do not currently intend to expand into additional new markets. We continue to extend our network in our present markets in order to reach additional commercial buildings directly with our fiber facilities. In addition, we have deployed technologies such as dense wave division multiplexing (DWDM) to provide additional bandwidth and higher speed without the need to add additional fiber capacity.
Expand Service Offerings. We provide a broad range of switched services throughout our service area. We utilize high-capacity digital end office switches that enable us to offer both local and toll services to our customers. We have also installed softswitches and related network equipment media gateways, signaling gateways, and applications servers (collectively referred to as converged network elements) in certain markets, which enable the switching and routing of voice calls over packet networks as well as managing the related PSTN call traffic interface. The converged network elements are collectively much smaller and more cost effective than traditional PSTN end office switches and allow us to offer traditional voice telephony services and to develop future service applications that enhance business end user customers voice and data networking ability.
Data services are increasingly important to our targeted business end user and carrier customer base. In particular, we believe that the demand for high-speed, high-quality local area networks (LAN), native (i.e., requiring no protocol conversion) LAN (NLAN), switched NLAN, and wide area network connectivity using Ethernet protocol will continue to grow over the long term. We expect this demand will grow in support of specific applications such as website hosting, e-commerce, intranet, and Internet access. We will continue to deliver high-speed traditional transport services (e.g., DS-1, DS-3, and OC-n) through our fiber optic networks, but intend to focus on the delivery of next generation data networking as well as voice and data applications over a common network infrastructure. We anticipate that the converged network will be capable of supporting IP-based services such as voice over IP and unified messaging as well as managed service applications such as virtual private networking.
Target Business Customers. We operate networks in metropolitan areas with high concentrations of medium- and large-sized businesses, including other carriers. These businesses are potentially high-volume users of our services and are more likely to seek the greater reliability provided by an advanced network such as ours. We target business end user customers with value added products that enhance the customers data networking ability and provide a high level of customer service. As a result of weakness in the carrier sector, we have sought to broaden our revenue base by an increased focus on business end user (non-carrier) customers and
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governmental customers, while still focusing on more stable carrier customers. To achieve revenue growth from end user customers, we have established a sales group that targets national enterprise customers and also plan to leverage co-marketing arrangements with a select number of complementary vendors. We also plan to expand our direct sales force. In addition, in order to achieve further economies of scale and network utilization, we are targeting smaller business customers where we can offer a package of network services that may not otherwise be available to those customers.
Interconnect Service Areas. We group the service areas in which we operate into geographic clusters across the United States. We selectively interconnect certain of our existing service areas within regional clusters with owned or leased fiber optic facilities. We expect the interconnection of service areas to increase our revenue potential and increase margins by addressing our customers regional long distance, voice, data, and video requirements.
Utilize Relationships with AOL Time Warner and its Affiliates. We have benefited from our relationship with Time Warner Cable, one of the largest multiple system cable operators in the U.S., by licensing and sharing the cost of fiber optic facilities. This licensing arrangement allows us to benefit from Time Warner Cables access to rights-of-way, easements, poles, ducts, and conduits. See Certain Relationships and Related Transactions and Risk Factors The Class B Stockholders or their affiliates may compete with us. Furthermore, we believe that the strong awareness and positive recognition of the Time Warner brand name contributes to our marketing programs and sales efforts by distinguishing us from our competitors. In addition, we have entered into agreements with various units of AOL Time Warner to provide switched, dedicated, data, and Internet services to those units.
Continue Disciplined Expenditure Program. We increase operational efficiencies by pursuing a disciplined approach to capital and operating expenditures. The capital expenditure program requires that prior to making expenditures on a project, the project must be evaluated to determine whether it meets stringent financial criteria such as minimum recurring revenue, cash flow margins, and rate of return. As a result of the sluggish economy in 2002, we reduced our historical levels of capital spending to preserve liquidity. However, in order to drive growth, we expect to increase capital spending in 2003 to approximately $200 million compared to approximately $105 million in 2002, and invest selectively in growth prospects such as building entries, electronics, distribution rings, product expansion, and upgrades to our back office systems while maintaining sensitivity to costs and the continued unsettled economic climate. In addition, our disciplined spending approach allowed us to adjust operating expense spending appropriately, including reducing headcount, as revenue growth declined in 2002.
Services
We provide our customers with a wide range of telecommunications services, including dedicated transport, local switched, long distance, data and video transmission services, high-speed dedicated Internet access, and intercarrier services.
Dedicated Transport Services
We currently provide a complete range of dedicated transport services with transmission speeds from 1.544 megabits per second to 9.953 gigabits per second to our carrier and end user customers. These services satisfy needs for voice, data, image, and video transmission. Each uses state-of-the-art fiber optics and are available as:
| | POP-to-POP Special Access. Telecommunications lines linking the points of presence (POPs) of one interexchange carrier (IXC) or the POPs of different IXCs in a market, allowing the POPs to exchange transmissions for transport to their final destinations. |
| | Interexchange Carrier Special Access. Telecommunications lines between customers and the local POPs of IXCs. |
| | Private Line. Telecommunications lines connecting various locations of a customers operations, suitable for transmitting voice and data traffic among customer locations. |
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| | Metropolitan and Regional Connectivity. Each transport service is available on our metropolitan fiber networks. Most are also available between cities on our inter-city, regional networks, now reaching 30 major markets. |
| | Transport Arrangements. Dedicated transport between our equipment collocated within local exchange carrier (LEC) central offices and the IXC POP designated by end user customers. The arrangement can transport either special access or switched access, and gives end user customers competitive choice for reaching IXCs. |
These services are available in a wide variety of configurations and capacities:
| | SONET Services. Full duplex transmission of digital data on Synchronous Optical Network (SONET) standards. Our local SONET services allow multipoint transmission of voice, data, or video over protected fiber optic networks. Available interfaces include DS-1, DS-3, STS-1, OC-3, OC-12, OC-48, and OC-192. |
| | Private Network Transport Services. A premium quality, fully redundant, and diversely routed SONET service that is dedicated to the private use of individual customers with multiple locations. |
| | Wavelength or Lambda Services. Extremely high capacity, point-to-point transmission services using DWDM interfaces. Customers have access to multiple full-bandwidth channels of 2.5 gigabits per second and 10 gigabits per second. |
| | Broadcast video TV-1. Dedicated transport of broadcast television quality video signals over fiber optic networks. |
Switched Services
Our switched voice services provide business customers with local calling capabilities and connections to our IXCs. We own, house, manage, and maintain the switches used to provide the services. Our switched services include the following:
| | Business Access Line Service. This service provides voice and data customers quality analog voice grade telephone lines for use at any time. Business access line service provides customers with flexibility in network configurations because lines can be added, deleted, and moved as needed. |
| | Access Trunks. Access trunks provide communication lines between two switching systems. These trunks are utilized by private branch exchange (PBX) customers, that own and operate a switch on their own premises. PBX customers use these trunks to provide access to the local, regional, and long distance telephone networks. PBX customers may use either our telephone numbers or their ILEC-assigned telephone numbers. Customer access to our local exchange services is accomplished by a DS-1 digital connection or DS-0 analog trunks between the customers PBX port and our switching centers. |
| | Local Toll Service. This service provides customers with a competitive alternative to ILEC service for intraLATA toll calls. It is a customized, high-quality local calling plan available to our local exchange service customers. |
| | Local Telephone Service. Local telephone service can be tailored to a customers particular calling requirements. Local telephone service includes operator and directory assistance services, and custom calling features such as call waiting and caller ID. |
| | Long Distance Service. Long distance service provides the capability for a customer to place a voice call from one local calling area to another, including international calling. The long distance offering is comprised of a full suite of basic long distance services, including toll-free 800 number service, calling card, and international calling. We offer long distance services bundled with other services because we believe small- and medium-sized businesses may prefer to obtain long distance, local, and Internet services from a single provider instead of working with multiple carriers. We also offer usage-based rates for 1+, toll-free, and dedicated service, as well as package plans for various committed levels of |
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| usage. The target customers are small- and medium-sized business customers. Generally, large businesses tend to obtain their long distance services directly from the major long distance carriers. |
| | Bundled Services. We provide bundled solutions to small- to medium-sized business users. These solutions provide DS-0 (64 Kbps) channels to which a customers voice and Internet services can be connected for integration to a single DS-1 (1.544 megabits per second or Mbps) transport facility. Many customers purchase voice (local and long distance) on separate DS-1 or DS-0 facilities. These customers will often have one vendor for their local service and a different vendor for their long distance. Additionally, such customers might also purchase Internet services from yet another vendor on a variety of DS-0 or DS-1 facilities. Such an arrangement results in having three different vendors and producing at least three different monthly bills. Our bundled offerings enable customers to purchase a single DS-1 transport facility over which lines, trunks, long distance, and Internet services can be combined to provide an integrated service offering. |
| | Other Services. Other services we offer include telephone numbers, listings, customized calling features, voice messaging, hunting, blocking services, and two-way, simultaneous voice and data transmission in digital formats over the same transmission line, which is an international standard referred to as integrated services digital network or ISDN. |
Data Services
We offer our customers a broad array of data services that enable them to connect their own internal computer networks and access external computer networks and the Internet at very high speeds using the Ethernet protocol.
We offer the following range of NLAN services:
| | Point-to-Point NLAN. The Point-to-Point NLAN product provides metropolitan area optical Ethernet transport service between two locations over both SONET and DWDM platforms at speeds of 10, 100, 622, and 1000 Mbps. The SONET-based platforms allow network Ethernet connections that have high levels of network protection and reliability. |
| | Point-to-Multipoint NLAN. This service is a multi-location Ethernet data service, using Ethernet ports to connect multiple customer remote locations back to a single customer Ethernet port located at the main customer site. This is also known as Hub-and-Spoke connectivity. This SONET-based service provides a high level of reliability and network protection to the customer. The available speeds are 10, 100, 622, and 1000 Mbps. |
| | Multipoint NLAN. The NLAN Multipoint service provides a private metropolitan local area Ethernet network, allowing the customer to share bandwidth between multiple customer Ethernet locations over a metropolitan area. The customer can access the network at speeds of 10, 100, 622, and 1000 Mbps. |
| | Customer-Direct NLAN. The Customer-Direct NLAN service is a point-to-point, unmanaged, stand-alone service for both 100 Mbps and 1000 Mbps Ethernet connections that offers basic Ethernet connectivity at low cost to the customer. The service is referred to as unmanaged because the fiber between customer locations is entirely dedicated to that customer and is not monitored by our network operations center. Troubleshooting and maintenance of unmanaged NLAN circuits requires a service visit by one of our technicians. |
| | Switched NLAN. The switched NLAN service incorporates data switching technology into the NLAN product suite through the use of Ethernet switches in our network. This service allows multiple customer locations to interconnect using 10, 100, and 1000 Mbps Ethernet interfaces over a shared metropolitan Ethernet infrastructure. This service provides connectivity between locations without full physical connections and allows us to compete with frame relay as well as other switched metropolitan Ethernet data services by providing higher bandwidth. |
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The above services, except for Customer-Direct NLAN, are provided over a shared network, but the traffic from each customer is uniquely identified through the use of logical connections. These logical connections not only virtually separate one customers traffic from that of another, but they also provide security in such a way that each customers traffic is securely delivered only to that customers end-user Ethernet ports.
In 2002, we introduced a storage transport solution. We manage the circuits and monitor the links for this service which allows customers to transport their critical data to a remote storage facility for back up, mirroring, and disaster recovery purposes. Using DWDM technology, we are able to transport storage traffic in ESCON, Fibre Channel and Gigabit Ethernet protocols without any protocol translation to a customers secure site miles away.
Internet Services
We offer a wide range of dedicated high-speed Internet services to our business customers with speeds from 128 kilobits per second to 1 gigabit per second. We also offer a wide range of access services. Traditional Internet services are delivered via a TDM-based transport facility with standard offerings of DS-1, DS-3, and OC-3 connectivity. Ethernet Internet services are delivered via full duplex Ethernet connections capable of sending and receiving information at the same time with standard offerings of Ethernet (10 Mbps), Fast Ethernet (100 Mbps), and Gigabit Ethernet (1000 Mbps).
We began to offer dedicated web hosting services in late 2000 and upgraded our platforms in 2002. Customers are able to use the dedicated servers we own and operate for e-mail, web hosting, and file transfer. We offer this service in all of our markets primarily as a value add-on for our data and Internet services customers.
Intercarrier Services
By virtue of being interconnected with other telecommunications carriers, we provide traffic origination and termination services to other carriers. These services consist of the origination and termination of long distance calls and the termination of local calls.
| | Switched Access Service. The connection between a long distance carriers POP and an end users premises that is provided through the switching facilities of a LEC is referred to as switched access service. Switched access service provides IXCs with a switched connection to their customers for the origination and termination of long distance telephone calls or provides large end users with dedicated access to their IXC of choice. |
| | Local Traffic Termination Services. Pursuant to interconnection agreements with other carriers, we accept traffic that originates on another LECs facilities and carry that traffic over our facilities to our customers in order to complete calls. Generally, under applicable regulations, we are entitled to receive compensationreferred to as reciprocal compensationfrom the originating LECs for those services. |
Limitation on Residential and Content Services
Our Restated Certificate of Incorporation prohibits us from (i) engaging in the business of providing, offering, packaging, marketing, promoting, or branding (alone or jointly with or as an agent for other parties) any residential services, or (ii) producing or otherwise providing entertainment, information, or other content services, without the consent of all the Class B Stockholders. This prohibition expires in May 2004, or earlier if the Class B Stockholders no longer hold 50% of the total voting power for the Board of Directors, but a similar restriction on our use for those purposes of capacity licensed to us under the capacity license agreements continues until 2028. See Certain Relationships and Related Transactions. Although we do not believe that these restrictions will materially affect our business and operations in the immediate future, we cannot predict the effect of such restrictions in the rapidly changing telecommunications industry. We do not currently have plans to offer residential or content services after May 2004 in our service areas not covered by the capacity license agreements with Time Warner Cable.
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Telecommunications Networks and Facilities
Overview. We use advanced technologies and network architectures to develop a highly reliable infrastructure for delivering high-speed, quality digital transmissions of voice, data, and video telecommunications services. Our basic transmission platform consists primarily of optical fiber equipped with high-capacity SONET and DWDM equipment deployed in fully redundant, self-healing rings. These SONET and DWDM rings give us the capability of routing customer traffic in both directions around the ring, thereby eliminating loss of service in the event of a fiber cut. We have also deployed a next generation Internet backbone using redundant core routers to deliver Internet traffic to our customers. Our networks contain softswitches and media gateways to enable voice services over IP and Ethernet switches to deliver Ethernet-based services. Our networks are also designed for remote automated provisioning, allowing us to meet customers real time service needs. We extend SONET rings or point-to-point links from rings to each customers premises over our own fiber optic cable and in some cases using customer links obtained from ILECs. We also install diverse building entry points if a customers security needs require such redundancy. We then place necessary customer-dedicated or shared electronic equipment at a location near or in the customers premises to terminate the link.
We serve our customers from one or more central offices or hubs strategically positioned throughout our networks. The central offices house the transmission, switching, and Internet equipment needed to interconnect customers with each other, the long distance carriers, and other local exchange networks. Redundant electronics and power supplies, with automatic switching to the backup equipment in the event of failure, protects against signal deterioration or outages. We continuously monitor system components from our network operations center and proactively focus on avoiding problems.
We add switched, dedicated, and data services to our basic fiber optic transmission platform by installing sophisticated softswitches and digital electronics at our central offices and nodes at customer locations. Our advanced digital telephone and IP switches are connected to multiple ILECs and long distance carrier switches to provide our customers ubiquitous access to the PSTN. We also provide routers for our Internet backbone and LAN multiplexers at our customers premises and in our central offices to provide high-speed LAN interconnection services.
Our strategy for adding customers is designed to maximize revenue growth while maintaining attractive rates of return on capital invested to connect customers directly to our networks. To serve a new customer initially, we may use various transitional links, such as utilizing a portion of an ILECs network. When these customers communications volumes increase, we may build our own fiber optic connection between the customers premises and our network to accommodate the customers needs and maximize our return on network investment.
Telecommunications Networks. The following chart sets forth information regarding each of our telecommunications networks as of December 31, 2002:
| Metropolitan Service Area |
Network Commercially Available |
Switched Services Commercially Available (1) | ||
| Albany, New York (2) |
Jul-95 |
Sep-99 | ||
| Albuquerque, New Mexico (3) |
Jan-01 |
Jan-01 | ||
| Atlanta, Georgia |
Oct-01 |
Oct-01 | ||
| Austin, Texas (2) |
Sep-94 |
Apr-97 | ||
| Bakersfield, California (3) |
Jan-01 |
Jan-01 | ||
| Binghamton, New York (2) |
Jan-95 |
Aug-00 | ||
| Boise, Idaho (3) |
Jan-01 |
Jan-01 | ||
| Charlotte, North Carolina (2) |
Sep-94 |
Dec-97 | ||
| Chicago, Illinois |
Mar-01 |
|
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| Metropolitan Service Area |
Network Commercially Available |
Switched Services Commercially Available (1) | ||
| Cincinnati, Ohio (2) |
Jul-95 |
Nov-97 | ||
| Columbia, South Carolina (2) |
Jun-01 |
Jul-01 | ||
| Columbus, Ohio (2) |
Mar-91 |
Jul-97 | ||
| Dallas, Texas |
Sep-99 |
Sep-99 | ||
| Dayton, Ohio (2) |
Nov-00 |
Nov-00 | ||
| Denver, Colorado |
Aug-01 |
Nov-01 | ||
| Fayetteville, North Carolina (2) |
Apr-00 |
Apr-00 | ||
| Fresno, California (3) |
Jan-01 |
Jan-01 | ||
| Greensboro, North Carolina (2) |
Jan-96 |
Sep-99 | ||
| Honolulu, Hawaii (2) |
Jun-94 |
Jan-98 | ||
| Houston, Texas (2) |
Jan-96 |
Sep-97 | ||
| Indianapolis, Indiana (2) |
Sep-87 |
Dec-97 | ||
| Jersey City, New Jersey |
Jul-99 |
Jul-99 | ||
| Los Angeles, California (3)(4) |
Jan-01 |
Jan-01 | ||
| Manhattan, New York (2) |
Feb-96 |
Feb-98 | ||
| Memphis, Tennessee (2) |
May-95 |
May-97 | ||
| Milwaukee, Wisconsin (2) |
Feb-96 |
Sep-97 | ||
| Minneapolis, Minnesota (2) |
Jun-01 |
Nov-01 | ||
| Oakland, California (3)(5) |
Jan-01 |
Jan-01 | ||
| Orange County, California |
Dec-00 |
Dec-00 | ||
| Orlando, Florida (2) |
Jul-95 |
Jul-97 | ||
| Phoenix, Arizona (3) |
Jan-01 |
Jan-01 | ||
| Portland, Oregon (3) |
Jan-01 |
Jan-01 | ||
| Raleigh, North Carolina (2) |
Oct-94 |
Sep-97 | ||
| Rochester, New York (2) |
Dec-94 |
Feb-95 | ||
| Sacramento, California (3) |
Jan-01 |
| ||
| San Antonio, Texas (2) |
May-93 |
Nov-97 | ||
| San Diego, California (2) |
Jun-95 |
Jul-97 | ||
| San Francisco, California (3) |
Jan-01 |
Jan-01 | ||
| San Luis Obispo, California (3) |
Jan-01 |
Jan-01 | ||
| Santa Barbara, California (3) |
Jan-01 |
Jan-01 | ||
| Seattle, Washington (3) |
Jan-01 |
Jan-01 | ||
| Spokane, Washington (3) |
Jan-01 |
Jan-01 | ||
| Tampa, Florida (2) |
Dec-97 |
Jan-98 | ||
| Tucson, Arizona (3) |
Jan-01 |
Jan-01 |
| 1) | Date of Switched Services Commercially Available is the first date on which switched services were provided to a customer for markets not acquired from GST. |
| 2) | Metropolitan statistical areas in which we obtain or expect to obtain fiber capacity through licensing agreements with Time Warner Cable. See Certain Relationships and Related Transactions. |
| 3) | The available date represents the date the assets were acquired from GST. |
| 4) | Includes Los Angeles, Riverside, and Ventura. |
| 5) | Includes Oakland and Stockton. |
Western Long Haul Network. As part of the GST asset acquisition, we acquired a long haul fiber optic backbone network, extending in a ring configuration from Seattle to San Diego on the west and connecting through Las Vegas and Salt Lake City on the east. This long haul network interconnects many service areas in our western region and is used to provide voice, Internet, data, and video transport services. As part of the GST transaction, we assumed certain agreements to provide long-term rights (generally 20 to 30 years) to dark fiber
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and conduit to third parties. Dark fiber consists of fiber strands contained within a fiber optic cable that are not connected to electronic equipment. As of December 31, 2002, we have delivered all of the fiber and conduit required under these agreements and we retain sufficient fiber and conduit for our own uses.
Network Monitoring and Management. We provide a single point of contact for our customers and consolidate our systems support, expertise, and technical training for the network at our network operations center in Greenwood Village, Colorado. With 875 technicians and customer service representatives, we are generally able to quickly correct, and often anticipate, problems that may arise in our networks. We provide 24 hours-a-day, 7 days-a-week surveillance and monitoring of networks to achieve a high level of network reliability and performance. Network analysts monitor real-time alarm, status, and performance information for network circuits, which allows them to react swiftly to repair network trouble. In 2002, we completed the consolidation of the network operations center in Vancouver, Washington, acquired through the GST asset acquisition, into our Greenwood Village network operations center.
In the first quarter of 2003, we began the process of migrating the functions previously provided by our Internet network operations center in Milwaukee, Wisconsin to the Greenwood Village, Colorado network operations center. The Milwaukee center, with approximately 35 employees, handled all provisioning, call center, and surveillance functions for our IP backbone and services, including Internet access and web hosting, provided over our IP backbone. The move is intended to provide enhanced support for our data and IP services through the additional resources already available in the Greenwood Village network operations center.
Infrastructure Migration. We continually evaluate new technologies and suppliers in order to achieve a balance between utilizing best of breed technologies and suppliers and purchasing equipment at the best available price. We continue to expand IP capabilities throughout our network through the deployment of packet telephony systems such as media gateways and softswitches. In order to prepare to deliver the next generation voice and data services, we are using these new technologies to augment traditional circuit switched systems. We offer primary rate interface voice service and digital trunks and plan to offer IP Centrex (business voice services and additional features without the need for PBX equipment at the customers premises) over this platform in 2003. As an extension of the Signaling System 7 (SS7) network that we acquired in connection with the GST asset acquisition, we extended the acquired SS7 network to our existing networks, completing the migration to our internal SS7 network in 2002. This migration decreased our dependence on other providers for signaling and related database services.
Information Systems Infrastructure. We use a centrally deployed series of primarily web-based platforms and relational database servers to provide cost effective computing support for our business functions. These services and products enable employees to support customers directly, manage the telephony infrastructure, and report and manage trouble resolution. The computing infrastructure strategy enables us to mix and match computing platforms to meet our specific business needs including telephony ordering, design, provisioning, inventory, engineering, installation, billing, decision support, financial, procurement, human resources, and customer care business functions. The strategy of buying off-the-shelf products and integrating them into our existing information systems infrastructure instead of utilizing several stand-alone applications supports a more responsive and flexible environment. Our information systems provide real time support of network operations and deliver data at the network, regional and corporate level, sorted by customer and vendor. The systems selected or built utilize open system standards and architectures, allowing interoperability with third parties systems. Our information technology teams have developed competencies in application integration using the latest in enterprise application products and strategies. Most recently, we have implemented a custom built management platform that is integrated with an off-the-shelf enterprise workflow platform and allows us to manage our customers, accounts, orders, and products more effectively utilizing standard business processes that are enforced and measured by the enterprise workflow application.
Network Development and Application Laboratory. Our network development and application laboratory is a comprehensive telecommunications technology, applications, and services development laboratory, equipped
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with advanced systems and equipment, including those we use in the operation of our local digital networks. The center is designed to provide a self-contained testing and integration environment, fully compatible with our digital networks, for the purposes of:
| | verifying the technical and operational integrity of new equipment prior to installation in the networks; |
| | developing new services and applications; |
| | providing a realistic training environment for technicians, engineers, and others; and |
| | providing a network simulation environment to assist in fault isolation and recovery. |
Billing Systems. We contract with outside vendors for customer billing. We have licensed a system for transport and switched services billing that we operate on our own equipment and contract facility management and development with an outside vendor. In addition, we have a service bureau arrangement with another vendor for carrier and interconnection billing.
Customers and Sales and Marketing
Our customers are principally telecommunications-intensive medium- and large-sized business end users including financial services, health care, media and technology companies, long distance carriers, ISPs, wireless communications companies, ILECs, CLECs, and various governmental entities.
We have substantial business relationships with a few large customers. For the year ended December 31, 2002, our top ten customers accounted for approximately 45% of our total revenue. Our largest customer for the year ended December 31, 2002, WorldCom Inc. and its affiliates (WorldCom), accounted for 11% of our total revenue in 2002. A portion of that revenue results from traffic that is directed to us by customers that have selected WorldCom as their long distance carrier. No other customer, including customers that direct their business through long distance carriers, accounted for 10% or more of revenue in 2002. The Chapter 11 reorganization of WorldCom has begun to impact our recurring revenue and is expected to continue to do so. See Risk FactorsSeveral customers account for a significant portion of our revenue and our largest customer is in bankruptcy.
We maintain a direct sales effort in each of our service areas along with regional and national sales support. The number of sales account executives totaled 225 at December 31, 2002. Commissions for our sales representatives are linked to recurring revenue from services installed. We provide enhanced commissions for executing service contracts with terms of two years or greater and for services entirely on our network. Currently, more than half of our revenue from services subject to service agreements is provided under agreements with an initial duration of three years or greater.
In addition to our direct sales channels, we have begun to enter into joint marketing arrangements with vendors of complementary products in order to develop additional sales opportunities. We plan to retain control of the sales and contracting process after receiving leads from the co-marketers. Since our co-marketing arrangements are still being developed, there is no assurance that this program will generate significant additional revenue for us. In addition, we market our services through advertisements, trade journals, media relations, direct mail, and participation in trade conferences.
Through our national sales organization, we target long distance carriers, ISPs, ILECs, large strategic business accounts, and wireless telephone companies. We have master services agreements with a significant number of the long distance carriers, including AT&T, WorldCom, Sprint Corporation, and Qwest Communications Inc. By providing long distance carriers with a local connection to our customers, we enable them to avoid complete dependence on the ILECs for access to customers and to obtain a high-quality and reliable local connection. We provide a variety of transport services and arrangements that allow long distance carriers to connect their own switches in both local areas, or intra-city, and wide areas, or inter-city. Additionally, long distance carriers may purchase our transport services that allow them to connect their switch to an ILEC
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switch and to end user locations directly. Our networks allow us to offer high volume business customers and long distance carriers uniformity of services, pricing, quality standards, and customer service throughout our 22 state service area.
Beginning in 2001, we have experienced significant customer disconnections (churn) as a result of bankruptcies, customers contracting their operations, and customers optimizing their existing networks in response to the economic downturn. As a result, we increased our focus on established carrier customers and on end user customers to replace the revenue lost to disconnections.
Our marketing emphasizes our:
| | reliable, facilities-based networks; |
| | responsive customer service orientation; |
| | integrated operations, customer support, network monitoring, and management systems; and |
| | flexibly-priced, bundled services. |
Our centrally managed customer support operations are designed to facilitate the processing of orders for changes and upgrades in customer services. To reduce the risk in bringing new and untested telecommunications services to a dynamically changing market, we introduce our services once market demand develops, and offer them in diversified, competitively-priced bundles in order to increase usage among our existing customers and to attract new customers. The traditional switched and dedicated services we offer are typically priced at a discount to the ILECs prices for comparable services.
Customer Service
With 875 technicians and customer service representatives at December 31, 2002, we provide customers with continuous support and superior service. To provide customer service, account representatives are assigned to our customers to act as effective liaisons. Technicians and other support personnel are available in each of our service areas to react to any network failures or problems. In addition, the network operations center provides 24 hours-a-day, 7 days-a-week surveillance and monitoring of networks to maintain network reliability and performance. See Telecommunications Networks and FacilitiesNetwork Monitoring and Management.
Competition
We believe that the principal competitive factors affecting our business are and will continue to be:
| | pricing; |
| | service quality; |
| | regulatory decisions and policies that impact competition; |
| | ability to introduce new services in a timely, competitive, and market acceptable manner; and |