10-Q 1 e18763_10q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended: June 30, 2004 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____ to ____ Commission File Number: 0-32617 Horizon Telcom, Inc. (Exact name of registrant as specified in its charter) Ohio 31-1449037 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 68 East Main Street, Chillicothe, OH 45601-0480 (Address of principal executive offices) (Zip Code) (740) 772-8200 (Registrant's telephone number, including area code) 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 |_| Indicated by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| As of August 9, 2004, there were 90,561 shares of class A common stock and 271,983 shares of class B common stock outstanding. HORIZON TELCOM, INC. FORM 10-Q SECOND QUARTER REPORT TABLE OF CONTENTS Page No. -------- PART I FINANCIAL INFORMATION Item 1. Financial Statements...............................................3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.....................20 Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................................31 Item 4. Controls and Procedures...........................................31 PART II OTHER INFORMATION Item 1. Legal Proceedings..................................................33 Item 2. Changes in Securities and Use of Proceeds..........................33 Item 3. Defaults Upon Senior Securities....................................33 Item 4. Submission of Matters to a Vote of Security Holders................33 Item 5. Other Information..................................................33 Item 6. Exhibits and Reports on Form 8-K...................................37 As used herein and except as the context may otherwise require, "the Company," "we," "us," "our" or "Horizon Telcom" means, collectively, Horizon Telcom, Inc., and its subsidiaries: The Chillicothe Telephone Company ("Chillicothe Telephone"), Horizon Technology, Inc. ("Horizon Technology"), and Horizon Services, Inc. ("Horizon Services"). References to "Horizon PCS" refer to Horizon PCS, Inc., and its subsidiaries: Horizon Personal Communications, Inc. ("HPC"), and Bright Personal Communications Services, LLC ("Bright PCS"). On August 15, 2003, Horizon PCS filed for bankruptcy protection under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code"). Therefore, the results herein include the operations of Horizon PCS through August 14, 2003. The Company no longer includes the results of Horizon PCS in its consolidated results. See Note 2 to the Consolidated Financial Statements. 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HORIZON TELCOM, INC. AND SUBSIDIARIES Consolidated Balance Sheets As of June 30, 2004 and December 31, 2003 --------------------------------------------------------------------------------

(Continued on next page) The accompanying notes are an integral part of these consolidated financial statements. 3 HORIZON TELCOM, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Continued) As of June 30, 2004 and December 31, 2003 --------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements. 4 HORIZON TELCOM, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) --------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements. 5

The accompanying notes are an integral part of these consolidated financial statements. 6 HORIZON TELCOM, INC. AND SUBSIDIARIES Consolidated Statements of Other Comprehensive Income (Loss) For the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) --------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements. 7 HORIZON TELCOM, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- Six Months Ended June 30, 2004 2003 ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ............................ $ 770,289 $(151,095,321) ------------- ------------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization .............. 4,622,803 25,826,403 Impairment of intangible assets and property and equipment ................... -- 73,760,278 Deferred income tax benefit ................ -- (6,031,000) Non-cash compensation expense .............. 1,290 193,218 Non-cash interest expense .................. 16,302 16,275,128 Loss on disposal of property, plant and equipment ............................ -- 216,312 Non-cash preferred stock dividend of subsidiary ............................ -- 6,220,557 Minority interest in subsidiary ............ -- (24) Provision for bad debt expense ............. 254,144 3,843,309 Gain on sale of investments ................ (753,282) -- Decrease (Increase) in certain assets: Accounts receivable ...................... (2,306,017) (7,454,660) Inventories .............................. 149,132 841,161 Prepaid expenses and other current assets ......................... 541,098 (1,366,006) Increase (Decrease) in certain liabilities: Accounts payable ......................... 240,280 (7,172,592) Payable to Sprint ........................ -- 4,088,607 Accrued liabilities and deferred PCS service revenue .................... 870,654 13,836,172 Postretirement benefit obligation ........ 1,477,635 623,776 Other assets and liabilities, net ........ 69,496 1,239,731 ------------- ------------- Total adjustments ...................... 5,183,535 124,940,370 ------------- ------------- Net cash provided by (used in) operating activities ............... 5,953,824 (26,154,951) ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, net .................. (4,102,603) (9,924,353) Proceeds from sale of investments .......... 876,105 -- ------------- ------------- Net cash used in investing activities ......................... (3,226,498) (9,924,353) ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on line of credit ............... -- 750,000 Repayments on line of credit ............... (800,000) -- Exercise of stock options .................. 3,420 24 Dividends paid ............................. (942,614) (942,454) ------------- ------------- Net cash provided by (used in) financing activities ............... (1,739,194) (192,430) ------------- ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........................... 988,132 (36,271,734) CASH AND CASH EQUIVALENTS, beginning of period .................................. 17,086,826 94,948,351 ------------- ------------- CASH AND CASH EQUIVALENTS, end of period .................................. $ 18,074,958 $ 58,676,617 ============= ============= The accompanying notes are an integral part of these consolidated financial statements. 8 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 1 - General The results of operations for the periods shown are not necessarily indicative of the results to be expected for the fiscal year (See Note 2, Accounting Impact). In the opinion of management, the information contained herein reflects all adjustments necessary to make a fair statement of the periods presented. The financial information presented herein should be read in conjunction with the Company's Form 10-K for the year ended December 31, 2003, which includes information and disclosures not presented herein. NOTE 2 - Bankruptcy of Horizon PCS and Liquidity Voluntary Bankruptcy Filing On August 15, 2003, Horizon PCS, Inc., a Delaware corporation and majority-owned subsidiary of Horizon Telcom, HPC, an Ohio corporation and wholly-owned subsidiary of Horizon PCS Inc., and Bright PCS, an Ohio limited liability company and majority-owned subsidiary of Horizon PCS, Inc. (collectively, the "Debtors"), filed voluntary petitions for relief under the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Ohio (the "Bankruptcy Court"). The Debtors expect to continue to manage their properties and operate their businesses in the ordinary course of business as "debtors-in-possession" subject to the supervision and orders of the Bankruptcy Court pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code (the "Bankruptcy Case"). In general, as debtors-in-possession, the Debtors are authorized under the Bankruptcy Code to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Under Section 362 of the Bankruptcy Code, the filing of a bankruptcy petition automatically stays most actions against the Debtors, including most actions to collect pre-petition indebtedness or to exercise control of the property of the Debtors' estate. Absent an order of the Bankruptcy Court, substantially all pre-petition liabilities will be subject to settlement under a plan of reorganization. Horizon Telcom, due to its loan covenants, cannot provide capital or other financial support to the Debtors. The Company believes Horizon Telcom operations will continue independent of the outcome of the Bankruptcy Case. However, upon conclusion of the Bankruptcy Case, the ownership interests of Horizon Telcom and the other current stockholders in Horizon PCS may be reduced. On June 27, 2004, Horizon PCS filed its plan of reorganization with the bankruptcy court. On July 4, 2004, Horizon PCS filed a disclosure statement with the bankruptcy court. On July 19, 2004, Horizon PCS completed a $125 million bond offering at 11 3/8% as part of its reorganization plan. Horizon PCS anticipates its reorganization plan being confirmed on September 21, 2004, and emerging from bankruptcy a short time thereafter. Upon emergence under this plan, Horizon Telcom's ownership in Horizon PCS may be reduced to an insignificant amount. While the long-term effect of the Bankruptcy Case cannot be determined, management believes the Bankruptcy Case will not have a material adverse effect on the liquidity of Horizon Telcom. Accounting Impact In accordance with Statement of Financial Accounting Standards ("SFAS") No. 94 "Consolidation of All Majority-Owned Subsidiaries" and Accounting Research Bulletin ("ARB") No. 51 "Consolidated Financial Statements," when control of a majority-owned subsidiary does not rest with the majority owners (as, for instance, where the subsidiary is in legal reorganization or in bankruptcy), ARB No. 51 precludes consolidation of the majority-owned subsidiary. As a result, subsequent to August 14, 2003, Horizon Telcom no longer consolidates the accounts and results of operations of Horizon PCS. Therefore, Horizon Telcom's investment in Horizon PCS is the balance based on the application of the equity method through August 14, 2003 and any cost based activity subsequent to that date. Accordingly, the accompanying consolidated balance sheet as of June 30, 2004 does not include the consolidated accounts of Horizon PCS; it does however, include a negative investment of approximately $470.9 million. In addition, the accompanying consolidated statement of operations includes the consolidated results of operations of Horizon PCS through August 14, 2003. Upon the emergence of Horizon PCS from bankruptcy, the 9 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 2 - Bankruptcy of Horizon PCS and Liquidity (Continued) negative investment will be reduced proportionately to the remaining ownership percentage, if any, retained by Horizon Telcom. NOTE 3 - Organization and Business Operations The Company is a facilities-based telecommunications carrier that provides a variety of voice and data services to commercial, residential/small business and local market segments. The Company provides landline telephone service, very-high digital subscriber line ("VDSL") television service and Internet access services to the southern Ohio region, principally in and surrounding Chillicothe, Ohio. NOTE 4 - Summary of Significant Accounting Policies Note 2 in the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, describes the Company's significant accounting policies in greater detail than presented herein. Basis of Presentation The accompanying consolidated financial statements reflect the operations of Horizon Telcom, and its subsidiaries, Chillicothe Telephone, Horizon PCS through August 14, 2003, Horizon Services and Horizon Technology, and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted pursuant to such rules and regulations. All material intercompany transactions and balances have been eliminated in consolidation. Inventories Inventories consist of equipment held for resale, materials and supplies and installation-related work in progress held by Chillicothe Telephone. Chillicothe Telephone inventories include the cost (determined by the first-in, first-out method) of equipment to be used in the installation of telephone systems, as well as costs related to direct sales orders in process. Inventories consist of the following at June 30, 2004 and at December 31, 2003: June 30, December 31, 2004 2003 ---------- ------------ Equipment held for resale ........................ $ 122,402 $ 123,875 Materials, supplies and work in progress ......... 2,165,398 2,313,057 ---------- ---------- Total inventories .............................. $2,287,800 $2,436,932 ========== ========== Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. 10 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - Summary of Significant Accounting Policies (Continued) Accounting for Rate Regulation Chillicothe Telephone is subject to rate regulation. SFAS No. 71 "Accounting for the Effects of Certain Types of Rate Regulation" provides that rate-regulated public utilities account for revenues and expenses and report assets and liabilities consistent with the economic effect of the way in which regulators establish rates. Chillicothe Telephone follows the accounting and reporting requirements of SFAS No. 71. The Company has recorded regulatory liabilities of approximately $1,487,000 and $509,000 as of June 30, 2004 and December 31, 2003, respectively. Property, Plant and Equipment Property, plant and equipment, including improvements that extend useful lives, are stated at cost (Note 7), while maintenance and repairs are charged to operations as incurred. Construction work in progress includes expenditures for the purchase of capital equipment, construction and items such as direct payroll and related benefits and interest capitalized during construction. The Company capitalizes interest pursuant to SFAS No. 34 "Capitalization of Interest Cost." The Company capitalized interest of approximately $18,000 and $645,000 for the six months ended June 30, 2004 and 2003, respectively. In addition, the Company capitalized labor costs of approximately $1,246,000 and $1,148,000 for the six months ended June 30, 2004 and 2003, respectively. Stock-Based Compensation The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations including Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting for Certain Transactions involving Stock Compensation an interpretation of APB Opinion No. 25", to account for its fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 148, "Accounting for Stock-Based Compensation -Transition and Disclosure - an amendment of FASB Statement No. 123" established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 148, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 148. 11 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - Summary of Significant Accounting Policies (Continued) The following table illustrates the effect on net income (loss) if the fair-value-based method had been applied to all outstanding and unvested awards in each of the three and six month periods ended June 30:

The Company accounts for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 148 and Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services." All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counter-party's performance is complete or the date on which it is probable that performance will occur. Net Income (Loss) per Share The Company computes net income (loss) per common share in accordance with SFAS No. 128, "Earnings per Share." Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average outstanding common shares for the period. The diluted weighted-average outstanding common shares are calculated using the treasury stock method and take into account all common stock equivalents. For periods in which a net loss occurs, no conversion of common stock equivalents (options, warrants or convertible securities) has been assumed in the calculations since the effect would be antidilutive. Recent Accounting Pronouncements In May 2004, FASB issued Staff Position 106-2 ("FSP 106-2"), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." FSP 106-2 relates to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") signed into law on December 8, 2003. The Act introduced a prescription drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare. During the second quarter of 2004, the Company adopted the provisions of FSP 106-2. The adoption of FSP 106-2 did not have a material impact on our financial statements. 12 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 4 - Summary of Significant Accounting Policies (Continued) Reclassifications Certain prior year amounts have been reclassified to conform with the 2004 presentation. NOTE 5 - Segment Information Operating segments are defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Accordingly, the Company is organized around individual business units. For the quarter and six months ended June 30, 2004, the Company has determined that its three operating segments are the local exchange company, the information services business, and its wireless business. Prior periods have been restated below reflecting these segments. Separate financial information is available for these segments, and a chief decision maker resides over each segment, regularly reviewing the operations of the segment. The information services business segment includes one primary revenue stream: internet access. As discussed in Note 2, subsequent to August 14, 2003, Horizon Telcom no longer consolidates the accounts and results of operations of Horizon PCS and the accounts of Horizon PCS are recorded as an investment using the cost method of accounting. Accordingly, the wireless business segment does not include activity after August 14, 2003. Other business activities of the Company include revenue and expenses for corporate support, including unallocated administrative expenses incurred at the corporate level. Amounts related to these business activities are included below under the heading "All other." All other assets represent common assets not identified to an operating segment. The Company evaluates the performance of the segments based on operating earnings before the allocation of administrative expenses. Information about interest income and expense and income taxes is not provided on a segment level. The accounting policies of the segments are the same as described in the summary of significant accounting policies. The following table includes revenue, intercompany revenues, operating earnings (loss), depreciation and amortization expense, and capital expenditures for the quarters ended June 30, 2004 and 2003, and assets as of June 30, 2004 and December 31, 2003, for each segment and reconciling items necessary to total to amounts reported in the financial statements:

13 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 5 - Segment Information (Continued)

14 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 5 - Segment Information (Continued) Net operating revenues by product and services were as follows for the three and six months ended June 30:

15 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 6 - Investments The following summarizes unrealized gains and losses on investments at June 30, 2004, and December 31, 2003: 2004:

2003:

NOTE 7 - Property, Plant and Equipment Property, plant and equipment consists of the following: June 30, December 31, 2004 2003 ------------- ------------- Network assets ........................... $ 105,957,010 $ 103,594,174 Land and buildings ....................... 15,257,535 15,112,337 Computer and telecommunications equipment .............................. 11,287,296 11,162,687 Furniture, vehicles and office equipment .............................. 5,016,861 5,008,048 ------------- ------------- Property, plant and equipment in-service, at cost .................. 137,518,702 134,877,246 Accumulated depreciation ................. (63,237,223) (60,409,370) ------------- ------------- Property, plant and equipment in-service, net .................... 74,281,479 74,467,876 Construction work in progress ............ 1,104,758 1,380,734 ------------- ------------- Total property, plant and equipment, net ................... $ 75,386,237 $ 75,848,610 ============= ============= During the six months ended June 30, 2003, the Company incurred a loss of approximately $216,000 related to closing of two of our PCS retail stores and a planned PCS store that never opened. During the six months ended June 30, 2003, Horizon PCS recorded a liability of $22,600 and a cumulative change in accounting principle of $9,570 related to the adoption SFAS No. 143 for potential costs associated with certain asset retirement obligations. The cumulative change in accounting principle is included in "interest income and other, net" on the accompanying statement of operations. During the second quarter of 2003, Horizon PCS reduced the book value of the network assets related to an impairment recorded on property and equipment discussed below in Note 8. NOTE 8 - Impairment of Horizon PCS Intangible Assets and Property and Equipment Horizon PCS was not in compliance with the loan covenants as of June 30, 2003. This created the need for an impairment assessment of its intangible assets and property and equipment as required by SFAS No. 144. Therefore, Horizon PCS projected future undiscounted cash flows and determined they were insufficient to recover the carrying amounts for the intangible assets and property and equipment. This required Horizon PCS to recognize an impairment loss for the excess of carrying value over fair value. To determine fair value, Horizon PCS performed a valuation utilizing a cost approach adjusted for items such as technological and functional obsolescence as appropriate. 16 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 8 - Impairment of Horizon PCS Intangible Assets and Property and Equipment (Continued) Horizon PCS determined that the carrying value of the intangible assets exceeded the fair value of the assets. As a result, Horizon PCS recorded impairment on the intangible assets of approximately $39,152,000. As a result of the impairment charge, Horizon PCS recorded a tax benefit of $6,031,000 due to the reduction of a deferred tax liability related to the intangibles. As of June 30, 2003, net deferred income taxes were zero. Additionally, Horizon PCS determined the fair market value of the property and equipment was less than the carrying value of the assets. As a result, Horizon PCS recorded an impairment on property and equipment of approximately $34,609,000. During 2002, Horizon PCS launched switches in Tennessee and Pennsylvania and disconnected some switching equipment in Chillicothe, Ohio. As a result, approximately $6.2 million of switching equipment was considered an impaired asset as defined by SFAS No. 144. Accordingly, impairment expense for the three and six months ended June 30, 2002, includes approximately $3.5 million of expense related to the impaired assets. The total amount of depreciation recorded to date on this equipment was approximately $5.6 million. This equipment was sold for book value during 2003. NOTE 9 - Other Current Liabilities Accrued personal property, real estate and other taxes consisted of the following as of: June 30, December 31, 2004 2003 ---------- ------------ Accrued real estate and personal property taxes .................... $1,282,623 $2,360,235 All other accrued taxes ...................... 620,499 408,186 ---------- ---------- Total accrued personal property, real estate, and other taxes ............. $1,903,122 $2,768,421 ========== ========== Accrued interest, payroll and other current liabilities consisted of the following as of: June 30, December 31, 2004 2003 ---------- ------------ Accrued directory commissions ................ $ 609,206 $ 151,295 Accrued interest ............................. 898,049 903,222 Accrued vacation and payroll ................. 1,599,287 1,232,321 Deferred revenue ............................. 1,315,311 331,179 Postretirement benefit obligation - current ....................... 592,416 592,416 All other accrued liabilities ................ 922,139 990,023 ---------- ---------- Total accrued interest, payroll and other current liabilities ............ $5,936,408 $4,200,456 ========== ========== NOTE 10 - Lines of Credit On December 15, 2002, Chillicothe Telephone entered into an agreement with Huntington National Bank for a line of credit that provides maximum borrowings of $15,000,000, payable on demand. Interest accrues on the outstanding balance at a fluctuating rate tied to the LIBOR and is due and payable monthly. At June 30, 2004, the interest rate on the line of credit was 2.94%. As of June 30, 2004, Chillicothe Telephone had drawn $200,000 under this line of credit. The line of credit expires October 15, 2004. The line of credit contains several covenants requiring minimum tangible net worth, a fixed charge coverage ratio, a funded debt to consolidated total capitalization ratio and an interest coverage ratio. As of June 30, 2004, Chillicothe Telephone was in compliance with these covenants. 17 HORIZON TELCOM, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 11 - Long-Term Debt The components of long-term debt outstanding are as follows: Interest Rate at June 30, June 30, December 31, 2004 2004 2003 ---------------- ----------- ----------- Chillicothe Telephone: 2002 Senior Notes ................. 6.64% $30,000,000 $30,000,000 1998 Senior Notes ................. 6.72% 12,000,000 12,000,000 ----------- ----------- Total long-term debt .......... 0.00% $42,000,000 $42,000,000 ----------- ----------- NOTE 12 - Pension Plans and Other Retirement Benefits

* Amounts in the other benefits column exclude Horizon PCS. The Company previously disclosed in its financial statements for the year ended December 31, 2003 that it expected to contribute $239,056 to its pension plans and $592,416 to other benefit plans in 2004. As of June 30, 2004, $239,056 and $171,476 were contributed for pension plans and other benefit plans, respectively. In accordance with FASB staff position 106-2, the Company has yet to determine whether its plan is actuarially equivalent to the Medicare prescription-drug benefit. The Company will continue to make a determination of its plan's equivalency and account for the effect of any subsidy in the period corresponding to the plan's next measurement date. Accordingly, the numbers included in the tables above and in the financial statements do not reflect any effect from the accounting requirements of FASB staff position 106-2. The Company eliminated retiree medical benefits for employees retiring after July 15, 2004. The effects of this event are not included in the results for the period ended June 30, 2004. During the second quarter of 2004, the Company announced the reduction of benefits available to future retirees. Employees who retire after July 15, 2004, will no longer be eligible for medical benefits under the Horizon Retiree Medical Plan. They will be eligible to participate in the Horizon Prescription Drug plan until Medicare Part D takes effect in 2006. The Company has not yet determined the financial impact this will have to future operations. 18 Notes to Consolidated Financial Statements As of June 30, 2004 and December 31, 2003 And for the Three and Six Months Ended June 30, 2004 and 2003 (unaudited) -------------------------------------------------------------------------------- NOTE 13 - Commitments and Contingencies Operating Leases The Company leases office space and various equipment under several operating leases. Legal Matters The Company is party to legal claims arising in the normal course of business. Although the ultimate outcome of the claims cannot be ascertained at this time, it is the opinion of management that none of these matters, when resolved, will have a material adverse impact on the Company's results of operations or financial condition. 19 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which can be identified by the use of forward-looking terminology such as: "may", "might", "could", "would", "believe", "expect", "intend", "plan", "seek", "anticipate", "estimate", "project" or "continue" or the negative thereof or other variations thereon or comparable terminology. All statements other than statements of historical fact included in this quarterly report on Form 10-Q, including without limitation, the statements under "ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our financial position and liquidity are forward-looking statements. These forward-looking statements also include, but are not limited to: o changes in industry conditions created by the Federal Telecommunications Act of 1996 (the "Telecom Act") and related state and federal legislation and regulations; o recovery of the substantial costs which will result from the implementation and expansion of our new businesses; o retention of our existing customer base and our ability to attract new customers; o rapid changes in technology; o our future compliance with debt covenants; o actions of our competitors; o estimates of current and future population for our markets; o statements regarding the effects of, or the outcome of, the Horizon PCS bankruptcy filing and related proceedings; o statements regarding our anticipated revenues, expense levels, liquidity and capital resources and projections; and o the anticipated impact of recent accounting pronouncements. Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from our expectations ("Cautionary Statements"), are disclosed in this quarterly report on Form 10-Q, including, without limitation, in conjunction with the forward-looking statements included in this quarterly report on Form 10-Q. Important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to: o changes or advances in technology and the acceptance of new technology in the marketplace; o competition in the industry and markets in which we operate; o changes in government regulation; o general political economic and business conditions; and o the impact and outcome of the Horizon PCS bankruptcy filing and related proceedings. 20 These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements. Overview Horizon Telcom is a holding company, which, in addition to its majority ownership of Horizon PCS, owns 100% of 1) Chillicothe Telephone, a local telephone company, 2) Horizon Services, which provides administrative services to other Horizon Telcom affiliates including Horizon PCS, and 3) Horizon Technology, a long-distance and Internet services business. Horizon Telcom provides a variety of voice and data services to commercial, residential/small business and local market segments. Horizon Telcom provides landline telephone service, VDSL television service and Internet access services to the southern Ohio region, principally in and surrounding Chillicothe, Ohio. At June 30, 2004, Chillicothe Telephone serviced approximately 36,800 access lines in Chillicothe, Ohio and the surrounding area. Horizon Technology provided Internet service to approximately 8,600 customers through its bright.net Internet service. Critical Accounting Policies and Estimates On August 15, 2003, Horizon PCS filed voluntary petitions for relief under Bankruptcy Code in the Bankruptcy Court. See Note 2 to the Consolidated Financial Statements. While the long-term effect of the Bankruptcy Case cannot be determined, management believes the Bankruptcy Case will not have a material adverse effect on the liquidity of Horizon Telcom. See the "Risk Factors" below for further discussion. In accordance with SFAS No. 94 "Consolidation of All Majority-Owned Subsidiaries" and ARB No. 51 "Consolidated Financial Statements," when control of a majority-owned subsidiary does not rest with the majority owners (as, for instance, where the subsidiary is in legal reorganization or in bankruptcy), ARB No. 51 precludes consolidation of the majority-owned subsidiary. As a result, subsequent to August 14, 2003, Horizon Telcom no longer consolidates the accounts and results of operations of Horizon PCS. Therefore, Horizon Telcom's investment in Horizon PCS is the balance based on the application of the equity method through August 14, 2003 and any cost based activity subsequent to that date. Accordingly, the accompanying consolidated balance sheet as of June 30, 2004 does not include the consolidated accounts of Horizon PCS; it does however, include a negative investment of approximately $470.9 million. In addition, the accompanying consolidated statement of operations for the period ended June 30, 2004 includes the consolidated results of operations of Horizon PCS through August 14, 2003. Upon the emergence of Horizon PCS from bankruptcy, the negative investment will be reduced proportionately to the remaining ownership percentage, if any, retained by Horizon Telcom. Chillicothe Telephone is subject to rate regulation. SFAS No. 71 "Accounting for the Effects of Certain Types of Rate Regulation" provides that rate-regulated public utilities account for revenues and expenses and report assets and liabilities consistent with the economic effect of the way in which regulators establish rates. Chillicothe Telephone follows the accounting and reporting requirements of SFAS No. 71. 21 Results of Operations for the Three Months Ended June 30, 2004 Compared to the Three Months Ended June 30, 2003 This discussion and analysis is presented on an operating segment basis. The following unaudited table details the consolidated statements of income by operating segment for the three months ended June 30, 2004 and 2003:

(1) Amounts in the wireless business column include the results of Horizon PCS through August 14, 2003 (Note 2). 22 Local Exchange Company Segment and All Other Services The following discussion details the results of operations of our local exchange company segment and all other services not assigned to a segment for the last fiscal quarter. Results of Operations Revenues. Network access revenue decreased by approximately $800,000 for the three months ended June 30, 2004, to approximately $5.5 million. This decrease was due to significantly lower rates for special access interstate and intrastate revenues. Basic local and long distance revenues and other increased approximately $100,000 to approximately $3.8 million for the three months ended June 30, 2004 as compared to June 30, 2003. This increase was the result of an increase in the Asymmetric Digital Subscriber Line ("ADSL") customer base. Other local exchange services revenue for the local exchange company segment increased by approximately $400,000 to approximately $2.6 million for the three months ended June 30, 2004. This increase was primarily driven by one contract awarded to Chillicothe Telephone involving equipment installation. This project should be completed in 2004. All other revenues for the all other services segment increased by approximately $1.3 million to approximately $1.3 million for the three months ended June 30, 2004. The increase was related to Horizon Services revenue derived from certain support services provided to Horizon PCS. This revenue was eliminated in consolidation prior to Horizon PCS' August 14, 2003 Bankruptcy Case. Cost of equipment sales. Cost of goods sold primarily consists of business system sales and customer maintenance expenses. Cost of goods sold for the local exchange company segment increased by approximately $200,000 to approximately $300,000 for the three months ended June 30, 2004 as compared to the same period in 2003. This increase is due to the contract mentioned above. Cost of services. Cost of services includes customer care support and network-related costs, including switching, access and circuit expenses. Cost of services also includes expenses related to the installation of our VDSL service. Cost of services for the three months ended June 30, 2004 for the local exchange company segment increased approximately $300,000 to approximately $3.6 million as compared to the three months ended June 30, 2003. This increase was due to increased payroll costs and programming fees related to VDSL. Cost of services for the three months ended June 30, 2004 for all other services was essentially flat at approximately ($100,000) compared to the same period in 2003. This credit is from amortizing our deferred gain on sale of towers. Selling and marketing expenses. Selling and marketing expenses consist of costs associated with local marketing and advertising programs including marketing for VDSL. Selling and marketing expenses for the local exchange company segment and all other services were approximately $400,000, essentially flat for the three months ended June 30, 2004 as compared to the same three months in 2003. General and administrative expenses. General and administrative expenses include the costs related to corporate support functions. These include finance functions, billing and collections, accounting services, computer access and administration, executive, supervisory, consulting, customer relations, human resources and other administrative services. General and administrative expenses for the local exchange company segment increased by approximately $100,000 to approximately $2.1 million for the three months ended June 30, 2004 as compared to the same period in 2003. This increase was the result of higher pension costs and wages. General and administrative expenses for all other services decreased by approximately $100,000 to approximately $3.0 million for the three months ended June 30, 2004. This decrease was the result of a decrease in the number of leased computers. 23 Non-cash compensation expense. Non-cash compensation expense is the amortization of the value of stock options granted in November 1999. Stock-based compensation expense will continue to be recognized through the conclusion of the vesting period for these options in 2005. Non-cash compensation expense for the local exchange company segment and all other services was essentially flat for the three months ended June 30, 2004 as compared to the same three months in 2003. Depreciation and amortization expense. Depreciation and amortization expense for the local exchange company segment was essentially flat at approximately $2.2 million for the three months ended June 30, 2004 and 2003. Interest expense, net. Interest expense for the local exchange company segment and all other services for the three months ended June 30, 2004, was essentially flat at approximately $700,000, as compared to the three months ended June 30, 2003. Capitalized construction interest was approximately $7,000 and $5,000, for the three months ended June 30, 2004 and 2003, respectively. Gain on sale of investment. The local exchange company segment recorded a gain of approximately $800,000 related to the sale of approximately 50% of its investments available-for-sale. Interest income and other, net. The local exchange company segment recorded approximately $70,000 of other income consisting of interest income and rental revenue in the three months ended June 30, 2004 as compared to approximately $22,000 during the same period in 2003. Income tax expense. Income tax expense for the local exchange company segment was essentially flat at approximately $800,000 for the three months ended June 30, 2004 and 2003. Net Income. The local exchange company segment reported net income of approximately $2.5 million for the three months ended June 30, 2004, compared to approximately $2.8 million for the same period in 2003. Net income has declined as a result of lower revenue and higher operating expenses. Network access revenue has declined while operating expenses, including cost of service, has increased. We expect this trend to continue for the remainder of 2004. Other comprehensive income (loss). The local exchange company recognized a gain of approximately $168,000 in the second quarter of 2004, compared to a gain of approximately $310,000 for the same period in 2003, related to the increase in fair market value of its investments available-for-sale, net of taxes of approximately $115,000 and $160,000, respectively. The increase in fair market value was offset by the sale of approximately $452,000, or 50%, of the investments available-for-sale in the current quarter. Information Services Business Segment The following discussion details the results of operations of our information services business segment for the last fiscal quarter. Results of Operations Revenues. Internet access and information services were essentially flat at $1.0 million for the three months ended June 30, 2004. We expect bright.net revenues to decrease in future periods as the customer base continues to shift from bright.net to other high speed services, including VDSL provided by Chillicothe Telephone. Cost of equipment sales. Cost of goods sold primarily consists of business system sales and customer maintenance expenses. Cost of goods sold increased approximately $100,000 for the three months ended June 30, 2004 as compared to the same period in 2003. Cost of services. Cost of services includes customer care support and network-related costs. Cost of services for the three months ended June 30, 2004 for the information services business segment was essentially flat at $800,000. Selling and marketing expenses. Selling and marketing expenses consist of costs associated with local marketing and advertising programs. Selling and marketing expenses for the information services business segment were 24 approximately $100,000, essentially flat for the three months ended June 30, 2004 as compared to the same three months in 2003. General and administrative expenses. General and administrative expenses include the costs related to corporate support functions. These include finance functions, billing and collections, accounting services, computer access and administration, executive, supervisory, consulting, customer relations, human resources and other administrative services. General and administrative expenses for the information services business segment were essentially flat at $400,000 for the three months ended June 30, 2004 as compared to the same period in 2003. Depreciation and amortization expense. Depreciation and amortization expense was essentially flat at approximately $100,000 for the three months ended June 30, 2004 and 2003. Income tax expense. Income tax benefit for the information services business segment was essentially flat at approximately $200,000 for the three months ended June 30, 2004 and 2003. Net Loss. The information services business segment lost approximately $300,000 during the three months ended June 30, 2004, slightly higher than the same period in 2003. This loss does not include the corporate allocations from Horizon Services of approximately $100,000. We expect these losses to continue at this level for the remainder of 2004 as the information services segment continues to build its customer base and expand its product offering. 25 Results of Operations for the Six Months Ended June 30, 2004 Compared to the Six Months Ended June 30, 2003 This discussion and analysis is presented on an operating segment basis. The following unaudited table details the consolidated statements of income by operating segment for the six months ended June 30, 2004 and 2003:

(1) Amounts in the wireless business column include the results of Horizon PCS through August 14, 2003 (Note 2). 26 Local Exchange Company Segment and All Other Services The following discussion details the results of operations of our local exchange company segment and all other services not assigned to a segment for the past two fiscal quarters. Results of Operations Revenues. Network access revenues decreased by approximately $1.2 million for the six months ended June 30, 2004, to approximately $10.6 million. This decrease in access revenues was due to decreases in Universal Service Support Fund ("USSF") revenues, and rate decreases in interstate and intrastate special access revenues for the six months ended June 30, 2004 compared to the same period in 2003. USSF revenues are provided by a federal fund and are used to subsidize high cost carriers in rural markets. Basic local and long distance revenue increased by approximately $200,000 to approximately $7.6 million for the six months ended June 30, 2004. This increase was the result of increased ADSL customers. Other local exchange revenue for the local exchange company segment increased by approximately $700,000 to $4.9 million for the six months ended June 30, 2004. This increase was driven by a contract awarded to Chillicothe Telephone involving equipment installation of approximately $400,000. This project should be completed in 2004. VDSL revenue increased approximately $300,000 as we continued to build our VDSL customer base. All other revenues for the all other services segment increased by approximately $2.5 million to approximately $2.5 million for the six months ended June 30, 2004. The increase was related to Horizon Services revenue derived from certain support services provided to Horizon PCS. This revenue was eliminated in consolidation prior to Horizon PCS' August 14, 2003 Bankruptcy Case. Cost of equipment sales. Cost of goods sold primarily consists of business system sales and customer maintenance expenses. Cost of goods sold for the local exchange company segment increased approximately $200,000 for the six months ended June 30, 2004 as compared to the same period in 2003. This increase is due to the contract mentioned above. Cost of services. Cost of services includes customer care support, and network-related costs, including switching, access and circuit expenses. Cost of services also includes expenses related to the installation of our VDSL service. Cost of services for the six months ended June 30, 2004, was approximately $7.4 million for the local exchange company segment, compared to approximately $6.8 million for the six months ended June 30, 2003, an increase of approximately $600,000. The increase is related to the continued installation and programming expenses associated with our VDSL service and to increased personnel wages and other related expenses. Cost of services for the six months ended June 30, 2004 for all other services was essentially flat at approximately ($200,000) compared to the same period in 2003, due to amortizing a gain on sale of towers. Selling and marketing expenses. Selling and marketing expenses consist of costs associated with local marketing and advertising programs including marketing for VDSL. Selling and marketing expenses for the local exchange company segment was approximately $800,000 for the six months ended June 30, 2004, compared to approximately $700,000 for the six months ending June 30, 2003. The increase is related to additional payroll and related benefit expenses. General and administrative expenses. General and administrative expenses include the costs related to corporate support functions. These include finance functions, billing and collections, accounting services, computer access and administration, executive, supervisory, consulting, customer relations, human resources and other administrative services. General and administrative expenses for the local exchange company segment increased by approximately $100,000 to approximately $4.1 million for the six months ended June 30, 2004, primarily due to an increase in payroll and related benefits. General and administrative expenses for all other services was approximately $5.7 million for the six months ended June 30, 2004 as compared to $6.0 million for the six months ended June 30, 2003. This 27 decrease was the result of a decrease in the number of leased computers. Non-cash compensation expense. Non-cash compensation expense is the amortization of the value of stock options granted in November 1999. Stock-based compensation expense will continue to be recognized through the conclusion of the vesting period for these options in 2005. Non-cash compensation expense for the local exchange company segment and all other services was essentially flat for the six months ended June 30, 2004 compared to the same six months in 2003. Depreciation and amortization expense. Depreciation and amortization expense for the local exchange company segment was essentially flat at approximately $4.5 million for the six months ended June 30, 2004 and 2003. Interest expense, net. Interest expense for the local exchange company segment and all other services for the six months ended June 30, 2004 and 2003 remained unchanged at approximately $1.4 million. Capitalized construction interest was approximately $18,000 and $15,000, for the six months ended June 30, 2004 and 2003, respectively. Gain on sale of investment. The local exchange company segment recorded a gain of approximately $800,000 related to the sale of approximately 50% of its investments available for sale. Interest income and other, net. The local exchange company segment recorded approximately $140,000 of other income in the six months ended June 30, 2004. In 2003, income of approximately $30,000 was recorded related to non-operating corporate activity. Income tax expense. Income tax expense for the local exchange company segment was approximately $1.1 million for the six months ended June 30, 2004, compared to approximately $1.2 million for the same period in 2003, reflecting lower net income before tax in 2004. All other services was essentially flat at an approximate tax benefit of $8,000 and $16,000 for the six months ended June 30, 2004 and 2003, respectively. Net Income. The local exchange company segment reported net income of approximately $4.4 million for the six months ended June 30, 2004, compared to approximately $4.7 million for the same period in 2003. Net income has declined as a result of lower revenue and higher operating expenses. Network access revenue has declined while operating expenses, including cost of service, has increased. We expect this trend to continue for the remainder of 2004. Other comprehensive income (loss). The local exchange company segment recognized approximately $184,000 of income for the six months ended June 30, 2004, compared to income of approximately $354,000 for the same period in 2003, related to the increase in fair market value of its investments available-for-sale, net of tax expense of approximately $126,000 and approximately $182,000, respectively. The increase in fair market value was offset by the sale of approximately $452,000, or 50%, of the investments available-for-sale during the six months ended June 30, 2004. Information Services Business Segment The following discussion details the results of operations of our information services business for the past two fiscal quarters. Results of Operations Revenues. Internet access and other revenues decreased by approximately $100,000 to $1.9 million for the six months ended June 30, 2004. Other revenues were impacted by decreased bright.net dial-up Internet service subscribers. We believe a number of these lost dial-up customers have switched to high-speed VDSL service on our local exchange company segment. Cost of equipment sales. Cost of goods sold primarily consists of business system sales and customer maintenance expenses. Cost of goods sold increased approximately $100,000 for the six months ended June 30, 2004 as compared to the same period in 2003. Cost of services. Cost of services includes customer care support, and network-related costs. Cost of 28 services for the six months ended June 30, 2004, was essentially flat at $1.7 million as compared to the same period for 2003. Selling and marketing expenses. Selling and marketing expenses consist of costs associated with local marketing and advertising programs. Selling and marketing expense was essentially flat at approximately $200,000 for the six months ended June 30, 2004 and 2003. General and administrative expenses. General and administrative expenses include the costs related to corporate support functions. These include finance functions, billing and collections, accounting services, computer access and administration, executive, supervisory, consulting, customer relations, human resources and other administrative services. General and administrative expenses for the information services business segment were essentially flat at approximately $800,000 for the six months ended June 30, 2004 and 2003. Depreciation and amortization expense. Depreciation and amortization expense for the information services business segment was essentially flat at approximately $200,000 for the six months ended June 30, 2004 and 2003. Income tax expense. Income tax benefit for the information services business segment was approximately $400,000 for the six months ended June 30, 2004, compared to approximately $300,000 for the same period in 2003, due to a higher net loss before tax in 2004. Net Loss. The information services business segment lost approximately $700,000 during the six months ended June 30, 2004, as compared to a net loss of approximately $500,000 during the same period in 2003. These losses do not include the corporate allocations from Horizon Services of approximately $200,000 for both the six months ended June 30, 2004 and 2003. We expect these losses to continue at this level for the remainder of 2004 as the information services segment continues to build its customer base and expand its product offering. Investment in Horizon PCS At June 30, 2004, Horizon Telcom has an investment in Horizon PCS on its balance sheet of a $470.9 million liability. This investment represents the cumulative losses and cumulative investments made in Horizon PCS. Upon the resolution of the Horizon PCS Bankruptcy Case, if Horizon Telcom ceases to be the majority owner of Horizon PCS, this amount will be recognized as a gain on the deconsolidation of Horizon PCS. The outcome of Horizon PCS' bankruptcy could substantially impact the operations of Horizon Services. Horizon Services currently performs functions for all related companies. Should service to Horizon PCS be discontinued, Horizon Services may be faced with restructuring its staffing and other support services. However, management believes the Bankruptcy Case will not have a material adverse effect on the liquidity of Horizon Telcom. 29 Liquidity and Capital Resources The following table presents the estimated future outstanding long-term debt at the end of each year and future required annual principal payments for each year then ended associated with our financing based on our contractual level of long-term indebtedness:

---------- (1) On November 12, 2002, Chillicothe Telephone amended its 1998 $12,000,000 senior notes due 2018. The interest rate on the amended notes is 6.72%, an increase of 10 basis points. (2) In August 2002, Chillicothe Telephone issued $30,000,000 of 6.64%, 10-year senior notes due July 1, 2012. The proceeds of the offering were used to retire a short-term line of credit and the non-current portion of senior notes issued by Chillicothe Telephone in 1993. Horizon Telcom, Chillicothe Telephone, Horizon Technology, and Horizon Services are not obligated to assist Horizon PCS. While Horizon PCS faces several liquidity issues, the liquidity of Horizon Telcom independent of Horizon PCS is more favorable. Cash and working capital for Horizon Telcom is approximately $18.1 million and approximately $20.0 million, respectively. We feel that this level of working capital is adequate to maintain Horizon Telcom's operations for the next twelve months. Horizon Telcom, net of Horizon PCS, generated approximately $6.0 million of cash flow from operations during the six months of 2004. Horizon Telcom, through its Horizon Services subsidiary, recovered approximately $2.5 million from Horizon PCS for the six months ended June 30, 2004. Future liquidity of Horizon Services will be impacted, perhaps materially, from the successful reorganization of Horizon PCS. Cash flow from operations for the local exchange company and other related segments has historically been positive, but has been declining in recent years. Operating income has also been declining over the past 3 years. We expect operating income to continue declining in the near term, as revenues will remain flat to slightly lower and expenses may increase slightly. Should this trend continue or should conditions worsen, liquidity may be impacted. We have taken steps internally to try to contain our rising costs. Beginning in July 2004, we reduced the benefits to be offered to future retirees. We continue to review other areas in an effort to improve our operating income. In addition, we have not been subject to income tax payments over the last 3 years, due to higher tax depreciation resulting in a net taxable loss. We expect this trend to reverse in the next several years, thus we expect to be paying income taxes in the future, thus having an impact on liquidity. In addition, in 2004, Chillicothe Telephone became subject to state income taxes. We have made a pension contribution in the first quarter of 2004. The amount of this contribution, while immaterial to the overall liquidity of Horizon Telcom, could increase in future years if the pension plan does not return favorable results. This contribution could have an impact on our future liquidity. Future payments related to our post retirement benefit plans may increase substantially which will also have an impact on our future liquidity. Statement of Cash Flows. At June 30, 2004, we had cash and cash equivalents of approximately $18.1 million, and working capital of approximately $20.0 million. At December 31, 2003, we had cash and cash equivalents of approximately $17.1 million and working capital of approximately $18.4 million. The increase in cash and cash equivalents of approximately $1.0 million is primarily attributable to proceeds from the sale of our investment of approximately $850,000 and by cash provided by operating activities of approximately $6.0 million, offset by the payment of $800,000 on the line of credit, the payment of approximately $950,000 in dividends and funding our capital expenditures of approximately $4.1 million. 30 Net cash provided by operating activities for the six months ended June 30, 2004, was approximately $5.9 million represented by net income of approximately $770,000, and increases in depreciation, accrued liabilities and post retirement benefits, offset by increases to accounts receivable. We expect this amount of cash flow from operations to remain at the same, or slightly lower, level for the rest of 2004. Net cash used in investing activities was approximately $3.2 million for the six months ended June 30, 2004, reflecting $4.1 million for the deployment of capital necessary for our plant operations, offset by proceeds received from the partial sale of investments. We expect capital expenditures for 2004 to continue at this pace. Net cash used in financing activities for the three months ended June 30, 2004, was approximately $1.7 million, reflecting Chillicothe Telephone's payment on its line of credit for $800,000 and Horizon Telcom's payment of dividends of approximately $943,000, during the first quarter of 2004. Debt Covenants. As of June 30, 2004, Chillicothe Telephone was in compliance with the covenants set forth in its senior notes. Funding Requirements. The terms of Chillicothe Telephone's credit agreement prohibits Chillicothe Telephone from providing funds to Horizon PCS and its affiliates in the event that Horizon PCS or one of its affiliates experiences a shortfall. The actual funds required to fund operating losses, working capital needs and other capital needs may vary materially from our estimates and additional funds may be required because of unforeseen delays, cost overruns, unanticipated expenses, regulatory changes, engineering design changes and required technological upgrades and other technological risks. Inflation We believe that inflation has not had and will not have an adverse material effect on our results of operations. Recent Accounting Pronouncements In May 2004, FASB issued Staff Position 106-2 ("FSP 106-2"), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." FSP 106-2 relates to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") signed into law on December 8, 2003. The Act introduced a prescription drug benefit under Medicare, as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare. During the second quarter of 2004, the Company adopted the provisions of FSP 106-2. The adoption of FSP 106-2 did not have a material impact on our financial statements. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk We do not engage in commodity futures trading activities and do not enter into derivative financial instruments for trading purposes. We also do not engage in transactions in foreign currencies that would expose us to market risk. In the normal course of business, our operations are exposed to interest rate risk on our secured credit facility. Our primary interest rate risk exposures relate to the impact of interest rate movements on our ability to meet interest expense requirements and meet financial covenants under our debt instruments. While we cannot predict our ability to refinance existing debt, we continue to evaluate our interest rate risk on an ongoing basis. As of June 30, 2004, $42,000,000 of our $42,200,000 total debt is at a fixed rate. Currently, a 100 basis point increase in interest rates would increase our interest expense approximately $2,000. ITEM 4. Controls and Procedures Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining "disclosure controls and procedures" (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company. With the participation of management, the Company's Chief Executive Officer and Chief Financial Officer evaluated the Company's disclosure controls and procedures as of June 30, 2004. 31 The Company's management, including the CEO and CFO, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control system, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based upon the Company's disclosure controls and procedures evaluation, the CEO and CFO have concluded that, subject to the limitations noted above, the Company's disclosure controls and procedures are effective to give reasonable assurance that the information required to be disclosed by the Company in its periodic reports is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding disclosure and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There were no significant changes in the Company's internal controls or, to the knowledge of the management of the Company, in other factors that could significantly affect these controls during the quarter ended June 30, 2004. 32 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings None. ITEM 2. Changes in Securities and Use of Proceeds None. ITEM 3. Defaults Upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Security Holders None. ITEM 5. Other Information RISK FACTORS You should carefully consider the risks described below in evaluating our businesses. RISKS RELATED TO CHILLICOTHE TELEPHONE, LONG DISTANCE AND INTERNET BUSINESSES The information set forth under this heading describes risk factors relating to the business of our wholly-owned subsidiaries the Chillicothe Telephone Company, Horizon Technology and Horizon Services. References under this heading to "we," "us" and "our" are to those subsidiaries. Significant competition in telecommunications services in our markets may cause us to lose customers, or incur lower network access service minutes of use. We face, or will face, significant competition in the markets in which we currently provide local telephone, long distance, data and Internet services. Many of our competitors are substantially larger and have greater financial, technical and marketing resources than we do. In particular, larger competitors have certain advantages over us, which could cause us to lose customers and impede our ability to attract new customers, including: o long-standing relationships and greater name recognition with customers; o financial, technical, marketing, personnel and other resources substantially greater than ours; o more capital to deploy services; and o potential to lower prices of competitive services. These factors place us at a disadvantage when we respond to our competitors' pricing strategies, technological advances and other initiatives. Additionally, our competitors may develop services that are superior to ours or that achieve greater market acceptance. We face competition from other current and potential market entrants, including: o domestic and international long distance providers seeking to enter, re-enter or expand entry into our local communications marketplace; 33 o other domestic and international competitive communications providers, resellers, cable television companies and electric utilities; and o providers of broadband and Internet services. A continuing trend toward combinations and strategic alliances in the communications industry could give rise to significant new competitors. This could cause us to lose customers and impede our ability to attract new customers. The restructuring of Horizon PCS may have adverse effects on Horizon Telcom. Horizon Telcom has agreements and relationships with third parties, including suppliers, subscribers and vendors that are integral to conducting its day to day operations. A restructuring resulting from Horizon PCS' bankruptcy filing could have a material adverse affect on the perception of Horizon Telcom and the Horizon Telcom business and its prospects in the eyes of subscribers, employees, suppliers, creditors and vendors. These persons may perceive that there is increased risk in doing business with Horizon Telcom as a result of Horizon PCS' restructuring. Some of these persons may terminate their relationships with Horizon Telcom which would make it more difficult for Horizon Telcom to conduct its business. In the event that the services agreement between Horizon Telcom and Horizon PCS is terminated for any reason, Horizon Telcom may not be able to reduce its general and administrative costs in an amount sufficient to subsidize the portion of the combined Company's costs currently borne by Horizon PCS. On a net basis, we estimate that Horizon PCS will incur approximately $5.0 million of charges from Horizon Services (a subsidiary of Horizon Telcom) in fiscal 2004. If the services agreement between Horizon Telcom and Horizon PCS is terminated for any reason, Horizon Telcom and its subsidiaries (excluding Horizon PCS) will lose this source of revenue and will be required to lower its costs and expenses to meet its business plan. Horizon Telcom may have little notice of any such termination. A failure to reduce these expenses in a timely manner could adversely affect Horizon Telcom's liquidity, financial condition and results of operations. We may not be able to successfully integrate new technologies or respond effectively to customer requirements. The communications industry is subject to rapid and significant changes in technology, frequent new service introductions and evolving industry standards. We cannot predict the effect of these changes on us or our industry. Technological developments may reduce the competitiveness of our networks and require unbudgeted upgrades or the procurement of additional products that could be expensive and time consuming. If we fail to adapt successfully to technological changes or obsolescence or fail to obtain access to important new technologies, we could lose customers and be limited in our ability to attract new customers. Chillicothe Telephone may lose landline customers as more households are foregoing landlines completely in favor of wireless service. If our back office and customer care systems are unable to meet the needs of our customers, we may lose customers. Sophisticated back office processes and information management systems are vital to our anticipated growth and our ability to achieve operating efficiencies. We cannot assure you that our systems will perform as expected as we increase our number of customers. If these systems fail to perform as expected, we could lose customers. The following could prevent our back office and customer care systems from meeting the needs of our customers: o failure of third-party vendors to deliver products and services in a timely manner at acceptable costs; o our failure to identify key information and processing needs; o our failure to integrate products or services effectively; o our failure to upgrade systems as necessary; or 34 o our failure to attract and retain qualified systems support personnel. Furthermore, as our suppliers revise and upgrade their hardware, software and equipment technology, we could encounter difficulties in affording and integrating this new technology into our business or find that such new hardware, software and technology is not appropriate for our business. In addition, our right to use such hardware, software and technology depends upon license agreements with third-party vendors. Vendors may cancel or elect not to renew some of these agreements, which may adversely affect our business. Because we operate in a heavily regulated industry, changes in regulation could have a significant effect on our revenues and compliance costs. We are subject to significant regulation that could change in a manner adverse to us. We operate in a heavily regulated industry, and the majority of our revenues generally have been supported by regulations, including in the form of support for the provision of telephone services in rural areas. Laws and regulations applicable to us and our competitors may be, and have been, challenged in the courts, and could be changed by Congress or regulators at any time. In addition, any of the following have the potential to have a significant impact on us: Risk of loss or reduction of network access charge revenues. Approximately 20% of Chillicothe Telephone's total revenues for the six months ended June 30, 2004 came from network access charges which are paid to us by intrastate carriers and interstate long distance carriers for originating and terminating calls in the regions we serve. The amount of access charge revenues that we receive is calculated based on guidelines set by federal and state regulatory bodies, and such guidelines could change at any time. The FCC continues to reform the federal access charge system. States often mirror these federal rules in establishing intrastate access charges. It is unknown at this time how changes to the FCC's access charge regime will affect us. Federal policies being implemented by the FCC strongly favor access charge reform, and our revenues from this source could be at risk. Regulatory developments of this type could adversely affect our business. Risk of loss or reduction of Universal Service Support Fund. We receive Universal Service Support Fund ("USSF") revenues to support the high cost of our operations in rural markets. For the six months ended June 30, 2004, USSF revenues accounted for approximately 25% of the total revenues of Chillicothe Telephone. If we were unable to receive support from the USSF, or if such support was reduced, we would be unable to operate as profitably as before such reduction. In addition, potential competitors generally cannot, under current laws, receive the same USSF support enjoyed by Chillicothe Telephone. Chillicothe Telephone therefore enjoys a competitive advantage, which could, however, be removed by regulators at any time. The Telecom Act provides that competitors could obtain the same support as we do if the Public Utilities Commission of Ohio determines that granting such support to competitors would be in the public interest. If such USSF support were to become available to potential competitors, we might not be able to compete as effectively or otherwise continue to operate as profitably in our Chillicothe Telephone markets. Any shift USSF regulation could, therefore, have an adverse effect on our business. The method for calculating the amount of USSF support could change in 2004. It is unclear whether the chosen methodology will accurately reflect the costs incurred by Chillicothe Telephone, and whether it will provide for the same amount of USSF support that Chillicothe Telephone enjoyed in the past. The outcome of any of these proceedings or other legislative or regulatory changes could affect the amount of USSF support that we receive, and could have an adverse effect on our business. Risk of loss of protected status under interconnection rules. Chillicothe Telephone takes the position that it does not have to comply with more burdensome requirements in the Telecom Act governing the rights of competitors to interconnect to our traditional telephone companies' networks due to our status as a rural telephone company. If state regulators decide that it is in the public's interest to impose these interconnection requirements on us, more competitors could enter our traditional telephone markets than are currently expected and we could incur additional administrative and regulatory expenses as a result of such newly imposed interconnection requirements. 35 Risks posed by costs of regulatory compliance. Regulations create significant compliance costs for us. Chillicothe Telephone, which provides intrastate services, is generally subject to certification, tariff filing and other ongoing regulatory requirements by state regulators. Challenges to these tariffs by regulators or third parties could cause us to incur substantial legal and administrative expenses. Regulatory changes in the telecommunications industry involve uncertainties, and the resolution of these uncertainties could adversely affect our business by facilitating greater competition against us, reducing potential revenues or raising our costs. The Telecom Act provides for significant changes in the telecommunications industry, including the local telecommunications and long distance industries. This federal statute and the related regulations remain subject to judicial review and additional rulemakings of the FCC, thus making it difficult to predict what effect the legislation will have on us, our operations and our competitors. Several regulatory and judicial proceedings have recently concluded, are underway or may soon be commenced, that address issues affecting our operations and those of our competitors, which may cause significant changes to our industry. We cannot predict the outcome of these developments, nor can we assure that these changes will not have a material adverse effect on us. RISKS RELATED TO HORIZON PCS Horizon PCS has declared bankruptcy, which may cause Horizon Telcom to lose all or a substantial portion of the value of its investment in Horizon PCS. Since the amount of Horizon PCS' obligations under its credit facility and senior and discount notes was greater than its cash and other assets at the time such payment obligations were accelerated, the possibility exists that there will be no assets available for distribution to Horizon Telcom and the other stockholders of Horizon PCS. While Horizon Telcom has requested an equity participation in the Horizon PCS Bankruptcy Case, there can be no assurance that Horizon Telcom will receive an equity participation. 36 ITEM 6. Exhibits and Reports on Form 8-K Exhibits and Reports on Form 8-K (A) Exhibits 3.1(a) Articles of Incorporation of Horizon Telcom, Inc. 3.2(a) Bylaws of Incorporation of Horizon Telcom, Inc. 4.1(a) Form of Stock Certificate. 31.1(b) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2(b) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ---------- (a) Incorporated by reference to the exhibit with the same number previously filed by the Registrant on Form 10 (Reg. No. 0-32617). (b) Filed herewith. (B) Reports on Form 8-K None. 37 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HORIZON TELCOM, INC. (Registrant) Date: August 9, 2004 By: /s/ Thomas McKell ------------------------- Thomas McKell Chief Executive Officer Date: August 9, 2004 By: /s/ Peter M. Holland ------------------------- Peter M. Holland Chief Financial Officer (Principal Financial and Chief Accounting Officer) 38

HORIZON TELCOM INC 10-Q